Board of Directors Meeting: April 2025

These are the minutes of the Brattleboro Food Co-op Board of Directors Meeting on Monday, April 7, 2025.

Present at Meeting

Directors Present: Kevin Brennan, Calvin Dame, Denise Glover, Lee Halpern, Anneka Kindler, Michele
Meulendyk, Evan Silber (Zoom), Sheena Tesch and Johanna Zalneraitis.

Directors absent: None.

Staff and Other Shareholders Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan, Director of People and Culture Emilee Hobbs. Shareholders: Mary Bene (in person), Sheila Adams (Zoom).

President Michele Meulendyk called the meeting to order at 5:15 pm.

Welcome

Michele welcomed guests.

Shareholder Input

1. Mary Bene introduced herself: she served on the Board from 2017 to 2020. She appreciates the work of Caz on the Safety and Outreach team, as she comes from a mental health professional background
2. Emilee Hobbs introduced herself: she is the Director of People and Culture and is interested in the GM position.
3. Sheila Adams introduced herself and thanked Board members for their work, adding that she is sad that we have to go through the GM Search process.
4. The Board reviewed trends in shareholder statistics, noting an uptick in FFA shareholders over the past year, and a drop in employee shareholders due to turnover.
5. Johanna and Sheena shared their experience tabling in the store. The Shareholder Engagement Committee may take up ways to make tabling effective and meaningful.

Approval of Minutes

Kevin moved and Johanna seconded to approve the minutes from the March 3 and 24, 2025 meetings. Discussion: none. The motion to approve the minutes carried unanimously.

Board President Updates

1. GM Resignation: Michele noted for the record that Anthony Santorelli has tendered his notice and is departing the final week of June. Shareholders have been notified by email and a press release has been issued. A Search Committee has been formed and that will be discussed later in this meeting.
2. Conflicts of Interest: Kevin’s role at Food Connects has changed and he has updated his declaration of conflict of interest; this has been posted on the Board site. No concerns or questions were raised.

Policy Updates

1. Lee moved and Sheena seconded to approve the policy updates to B.8 as shown in the packet. Discussion: No concerns, comments, or questions were raised. The motion carried unanimously.
2. Denise moved and Anneka seconded to approve the policy updates to D.1 as shown in the packet. Discussion: No concerns or questions were raised. The motion carried unanimously.

Board Development Updates

1. NFCA Annual Meeting: Lee and Kevin both attended and found it a powerful experience to be in the room with representives from co-ops from Maine to New York learning about the work coops do to forge community. MA Congressional Representative Jim McGovern spoke with emotion and anger about what’s going on in D.C. They encouraged Board members to attend such gatherings.
2. CCMA: Calvin plans to attend. He did so two years ago and found it an uplifting experience.
3. Columinate: A number of upcoming training opportunities are listed on the Board site and on Columinate’s site.

Board Committees

1. Shareholder Engagement: Anneka shared that the committee hopes to collaborate with Marketing about education generally, and more specifically to begin with, a brochure about how to get more engaged with the Co-op. She encouraged Board members to sign up to write Food for Thought articles – whether drawing from the list of suggested topics, or anything they’re passionate about Sheena’s covering May and Michele may write about price perception for June. The Committee will continue to explore topics to raise at Board tabling. Anneka and Calvin will be tabling later in April.
2. Board Recruitment: Calvin stated that there is no specific report this month; they continue to keep an eye out for promising prospects.
3. Annual Meeting Planning Committee: Denise and Sarah described their site visit to BMAC; it
   showed that that the space will work well for having a variety of information stations interspersed with tables for finger food. Comments: That structure could work well for people with limited time to devote to an evening meeting – they could visit the parts of interest to them. The business information the Board needs to share could be handled via such stations. Sheena and Lee could staff one focused on local agriculture and community food hub topics. Kevin could present on the Coop’s finances: visual aids would be helpful. The 50th anniversary should be tied in as well. We’re open to finding a keynote speaker to speak partway through the meeting. The importance and relevance of Co-ops will be a big theme.
4. Finance Task Force:
   1. Kevin suggested that Board members attend the upcoming Columinate training on financials for Board members. He noted that a Finance Committee charter is ready for Board approval.
   2. Michele moved and Lee seconded to approve the charter for the Finance Committee.
   3. Discussion touched on the distinction between the commonly understood definition, and the professional industry definition, of “audit”. The Finance Committee can be how the Board engages with that distinction.
   4. The motion carried unanimously.

GM Search Committee

1. Committee Formation, Purpose/Charter: Michele stated that the committee has been formed and consists of Kevin, Michele, Denise, Anneka, and Calvin. Kevin has been elected as Chair.
2. Purpose Statement:
   1. Kevin described the process by which the draft purpose statement/charter was developed.
   2. Denise moved and Johanna seconded to approve the committee purpose statement.
   3. Discussion: No questions or concerns were raised. Kevin noted that the purpose statement encompasses stakeholder engagement even though that’s not specifically in the list of duties. Michele noted that a staff person and a shareholder have each stepped forward asking to be part of the Search Committee.
   4. The motion carried unanimously.

Board FY26 Budget:

1. Kevin noted that a figure has been added to the Board’s FY26 budget to cover potential GM search expenses, which include the possible involvement of outside consultants and relocation fees in the event a non-local candidate is hired. In light of the Co-op’s circumstances, an effort will be made to keep actual spending low. Aside from this line item, the increase from last year’s budget is due to the increased Board stipend. The entire budget represents less than 1/400th of the BFC’s overall budget.
2. Johanna moved and Anneka seconded to approve the FY26 Board budget. Discussion touched on the following:
   1. GM Search: See above introductory comments. Relocation fees are based on previous
      experience in 2023.
   2. Board Meetings: Michele moved and Lee seconded to amend the Board Meetings section of the budget to continue the practice of compensating Board members for non-catered meals. Discussion: It is a working meal. Guests should also be compensated for meals. This will add approximately $1,000 to the total budget. The motion passed with eight in favor and one opposed (Kevin).
   3. Board Development: The Finance Committee may take up whether it is worth pursuing an independent contract with Molly Snell-Larch and paying for Columinate training as needed, rather than signing up for CBLD.
3. The motion to approve the FY26 budget (as amended) carried unanimously.

Monitoring Reports

1. D.2 – Board Meetings: Denise moved and Anneka seconded to approve this monitoring report. Discussion: Evan is our staff director. The motion carried unanimously.
2. D.6 – Board Job Products: Johanna moved and Denise seconded to approve this monitoring report. Discussion: Michele suggested that the Shareholder Engagement Committee address Lee’s comment that a strategy and means be developed by which the Board connects the Co-op to the norms and culture of its “younger” base of shareholders. With respect to developing an SOP for GM Searches, the Board could take that up following the outcome of this search. The motion carried unanimously.
3. A.1 End 2: Kevin moved and Johanna seconded to approve this monitoring report. Discussion: No questions or concerns were expressed about interpretation statements or compliance data. That “access implies affordability” was appreciated. Cultural access, and how that plays out in education, could be looked at as well. The motion carried unanimously.

GM Updates

Anthony shared news since the packet went out. He spoke to recruitment efforts for
the open manager roles. Caz will have double duty with Safety and Outreach role. Elias will be available for another month at a minimum and will assist with some of the events that he booked for June and October. Discussion touched on the following:

1. Manager evaluations: The use of a 360-review process is called for in our union contract. It will be anonymous and administered either via our payroll system or a Google form. Michele stated that the Board should be able to see staff feedback on their sole employee, the GM, as part of their oversight of the GM.
2. Catapult perpetual inventory: Until we use the point-of-sale system to receive all goods, we will still need to conduct periodic physical inventories.
3. Refrigeration project (REAP grant): Roll-out will be phased; there will be no need for overall store closure.
4. M&T loan covenants: This came up because our debt ratios changed when we paid back shareholder loans. M&T would have preferred we refrain from doing so, but after a conversation with our local loan officer, they relented.
5. E. Core Team retreat discussion of marketing approach: Q4 can be a busy quarter, just like the holidays, with similar sales/foot traffic. We will be aggressive in promotions, adjusting our margins (which have been higher than planned for), promoting the role we play in the community, and touching up the facilities e.g. paint, dated signage. Our approach is to go for it.
6. Offsite Parking for Staff: No luck pursuing this with either the Town of Brattleboro or Holstein.
7. Potash Hill: hiring is coming along nicely. That starts in mid-May.

Upcoming Monitoring Reports

In the interest of time this was passed over.

What Would You Tell a Shareholder?

Meeting participants shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought.

Executive Session

1. A. At 7:43 pm, Michele moved and Kevin seconded seconded to enter Executive Session for the purpose of discussing a personnel matter. Board members and Anthony were present for the duration of Executive Session.
2. At 8:54 pm, Michele moved and Johanna seconded to exit Executive Session.

The meeting was adjourned at 8:55 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator