Board of Directors Meeting Minutes: April 2024

The meeting minutes of the Brattleboro Food Co-op Board of Directors held Monday, April 1, 2024.

Present at meeting:

Directors present: Calvin Dame, Judy Fink, Denise Glover, Anneka Kindler, Michele Meulendyk, Evan Silber, Jerelyn Wilson, and Vanessa Vadim [arrived late, departed early].

Directors Absent: Johanna Zalneraitis.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan. Shareholders via Zoom: Davida Bagatelle, Vikas Mangipudi, Sheila Adams. Shareholders in person: Terry Carter.

President Jerelyn Wilson called the meeting to order at 5:20 pm.

1. Welcome/Norms

Jerelyn welcomed guests, and Board members took turns reading the Board’s communication norms aloud.

2. Shareholder Input

1. Sheila Adams thanked the Board for their work. She stated that the Co-op is feeling really cool these days, and she appreciates coming in.
   
2. Vikas Mangipudi is our loan offer with Cooperative Fund of the Northeast. This is a non-profit loan fund that works with co-ops in New England and New York. We have two loans with them, and he’s here to make sure that as leadership changes at both CFNE and the BFC, we all know one another.
   
3. Davida Bagatelle: Our food has been delicious lately and someday she’ll come in for a face-to-face meeting.
   
4. Terry Carter: Terry reiterated her desire to be able to park at the Co-op while she runs errands or watches movies at the Latchis. At the Board’s suggestion, she has spoken with Anthony. She is here to convey to the Board that she is disappointed that the Co-op is not the friendly little neighborhood place she remembers. [V entered the meeting.] She stated that she believes the Co-op is a corporation focused on profit. Jerelyn stated that she has let Terry know that the Board is not going to override any decision the General Manager makes relative to the parking lot. She thanked Terry for sharing her feelings with the Board.
   
5. V asked to speak to something not on the agenda. She stated that she is resigning from the Board because she can’t work for a religious enterprise. She stated that the Co-op explicitly stated [in the employee newsletter] that the store would be closed “for” (not “on”) a religious holiday (Easter), and that the messaging was accompanied by multiple images which she stated were explicitly religious. She stated that this goes against our Ends. She acknowledged that holidays often coincide with secular celebrations, and/or are coordinated with times that many people expect to have off. She stated that when she raised her concerns [in an email to Board members prior to this meeting], they were dismissed. She stated that religious oppression is not taken as seriously as oppression based on gender, race, or immigration status, and provided several examples. Jerelyn apologized for the impact on V of her response [which she had made via email, as a response to the email alluded to above]. Jerelyn stated that V’s comments were helping her make the connection between the roles and responsibilities of the Union’s negotiation with management, and the Board’s responsibility to stay true to the Ends. Jerelyn added that when things are connected to the Ends policies in a way that is substantial and impactful, it’s the Board’s responsibility. Some discussion ensued about whether V would reconsider her decision, and how messaging about the store’s closure on 3/31 could have been different. [V exited the meeting.]
   
6. Board members and Anthony continued the discussion, touching on the possibility that others were similarly offended, and how to hold on to this insight, whether V remains on the Board or not.
   
7. The Board reviewed shopper feedback and shareholder statistics.

3. Board Minutes

Judy moved and Denise seconded to approve the March 4, 2024 minutes. Discussion: none. The motion carried unanimously with one abstention (Evan).

4. Board Committees, etc.

1. Policies and Bylaws: Michele stated that this committee’s desire for the Board to take up possible changes to policy D.3 Code of Conduct can be put off to a future meeting. She asked that Board members respond to a survey Sarah will be sending out to gather input on how the Board is compensated. Any change to Board compensation would require shareholder approval.
   
2. Community and Shareholder Engagement (CS&E):
   1. Shareholder Services Role: Jerelyn stated that ultimately, the goal is for the Board’s CS&E Committee and Shareholder Services staff to understand each other’s perspective/ roles/responsibilities, so that ultimately we can complement and coordinate one another’s efforts. She added that there have been a lot of changes in personnel on both sides in recent years. Eliot Frantz-Holmes shared his responsibilities. It varies day to day. He signs up new shareholders and tracks working shareholders’ hours (who/what/when/discount). He tracks basic shareholder data: contact info, when they joined, whether/when they withdrew, and their equity payment status. He stocks BFC-branded merchandise on the sales floor and distributes new shareholder welcome packets, brochures and fliers. He does not approve new Commitment to Community partners, but he updates their information on our website and coordinates tracking volunteer hours with them. He organizes monthly “TeamWork Opportunities” for shareholders to earn a month’s discount on special projects in the store. He coordinates tabling and community room events and assists the Education/Demo/Events Coordinator when needed. Discussion touched on opportunities to update Board-related information in the new shareholder packet, and approaches for reaching out to new shareholders. 
      
   2. Board Tabling: Anneka updated the Board on getting ramped up to table in the store. [Terry exited].
      
3. Board Recruitment: The packet contains a draft letter to all/recently-joined shareholders about Board service; please provide feedback. A one-page pamphlet or brochure about Board service would also be helpful. Michele offered to assist.
   
4. Annual Meeting update: Michele described the amenities offered by Retreat Farm’s North Barn. The theme for the meeting will be a family-friendly celebration of the Co-op’s community impact. We anticipate asking Commitment to Community partners to participate.
   
5. Board Budget: Denise moved and Judy seconded to approve the Board budget as presented in the packet. Discussion: Anneka provided an overview of the policies that underpin the Board budget – primarily D.4 Cost of Governance and B.7.4. The motion carried unanimously.

5. Monitoring Reports

1. D. 2 Board Meetings:Judy moved and Michele seconded to approve the monitoring report for D.2 Board Meetings. Discussion: Jerelyn pointed out Anthony missed the first two agenda setting meetings due to a calendar glitch which has since been remedied. The motion carried unanimously.
   
2. D. 6 Board Job Products:Michele moved and Denise seconded to approve the monitoring report for D.6 Board Job Products. Discussion: Policy 6.2, “Effective linkage between the Co-op and its shareholders” is a perennial subject of discussion. The motion carried unanimously.
   
3. B.6 Shareholders: Denise moved and Anneka seconded to approve the monitoring report for B.6 Shareholders. Discussion: Jerelyn reminded the Board that this had been tabled at the March meeting because the policy itself had changed and Anthony was starting from the wrong template. The motion carried unanimously.
   
4. B.8 Conflict of Interest: Michele moved and Judy seconded to approve the monitoring report for B.8 Conflict of Interest. Discussion: Jerelyn stated that she, Anthony, and Emilee had a good conversation about conflicts of interest. The motion carried unanimously.
   
5. A.1 End 2: Denise moved and Anneka seconded to approve the monitoring report for A.1 End #2 (Access to and education about goods and nutritious food that are ecologically sound and responsibly sourced). No concerns were expressed about the interpretation statements or compliance data. The motion carried unanimously. Discussion touched on the following points:
   
   1. The range of offerings from our education coordinator, and plans to include shopping/cooking on a budget.
      
   2. The significance of interpreting “access” to imply affordability, and the difficulty of competing with conventional grocers on many items. Buying directly from local producers is not necessarily any less expensive in that they charge the same transportation fees larger distributors do.
      
   3. Suggestion: consider revising the interpretation statement to allow for the reality that we cannot guarantee that every item we sell is “healthy”: “BFC shall provide access to healthy food and products …”
      
   4. The drop in Local 60 producers since last year: We are embarking on a post-Catapult data audit; we can expect vendor and item counts to fluctuate a bit.
      
   5. The GreenChoice program and plans to make their data available in our online platform.
      
   6. Appreciation for efforts to communicate our Ends-related efforts more broadly.
      
   7. Some suggestions for the “Co-op by the Numbers” document were made.

6. GM FYI Update

Anthony shared updates since the packet went out:  

1. Jerelyn reminded Board members that she meets with Anthony weekly and invited others to join them.
   
2. Shareholder Loans: We issued $77K to close out some loans; we still owe just under $300K.
   
3. Finance Director: We have hired a someone who will be starting on 4/15.
   
4. Executive Chef: We have hired someone who will be starting on 4/15. This year-round position will support Potash Hill-based catering. We’re booked up through October/November for other events there. Potash Hill management is actively looking for bookings.
   
5. Shareholder loyalty programs: We are developing a variety of initiatives, ranging from free coffees to shareholder discount days.
   
6. Windham and Windsor Housing Trust: We were guests at a recent board meeting along with other service providers; it was a productive collaboration. One outcome is that our café can be the site for Youth Services to meet with constituents.
   
7. Dead River Propane deal: Anthony reached out to the 8 individuals who expressed concerns about this arrangement. We received a handful of positive responses as well. 21 people have signed up so far. We’ve got 50 or so local businesses lined up to explore ways to partner on behalf of our shareholders; they represent energy, entertainment, health and wellness.
   
8. Grievance: We are in the very initial stages of a grievance related to a shift in how Front End staff are compensated.
   
9. Easter closing: Anthony stated that good points were raised about how the store closing was communicated. We can address this in the 2026 contract negotiations.

7. Upcoming Monitoring Reports

Jerelyn brought Board members’ attention to the policies being monitored in May: B.2 Financial Condition and Activities, B.3 Relationship with Employees, D.4 Cost of Governance, andD.5 Records Policy.

8.   What Would You Tell a Shareholder?

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

9. Meeting Closing

Board members and guests shared their responses to the questions, “how did the meeting go for you”.

The meeting was adjourned at 8:25 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator