Board of Directors Meeting Minutes: August 2023

Meeting minutes: Monday, August 7, 2023

Directors Present: Calvin Dame, Judy Fink, John Hatton, Anneka Kindler, Michele Meulendyk, Vanessa Vadim, Jerelyn Wilson, and Johanna Zalneraitis.

Staff, Shareholders, and Others Present: General Manager Lee Bradford, Board Administrator Sarah Brennan, and shareholder Amanda Kenyon.

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

1. Welcome/Norms: Jerelyn welcomed guests and acknowledged the Board’s communication.
2. Shareholder Input: Amanda shared her interest in attending the meeting. There were no questions orcomments about the recent shareholder stats provided in the John reported hearing positive feedback from a homeless man about how the Co-op treats him.
3. Board Minutes: V moved, and Judy seconded to approve the July 10, 2023 Discussion: none. The motion to accept the minutes passed unanimously.
4. Proposed Bylaw Changes and Board Committees:
   1. Background: Jerelyn asked the Board to consider potential changes to two bylaws. The first would allow the use of email as a means to notify shareholders of Co-op business (annual meeting and elections); the second involves whether the participation of staff members on the Board should be required. Both require more research before they can be put to shareholders for a vote. Anneka, John, and Michele volunteered to work with Sarah to come up with some options for the Board to
   2. Community and Shareholder Engagement: The committee will investigate how to process and communicate the information that comes out of the Annual Meeting World Café exercise, in order to help the Board have a good discussion as a whole at the October meeting. The Committee has also been focused on the upcoming shift to needs-based discounts, which entails sunsetting the Elder discount by the end of Q2. In that light, committee member Calvin has written an article to be published in the August 15 Food for Thought. Discussion focused on the logistics and timing of sunsetting the Elder discount and allowing discounts to stack.
   3. Board Member Recruitment: The Meet the Candidates event has been shifted to September 7th.
5. Annual Meeting Planning: World Café table host orientation sessions, which will focus on how to get people talking and deepen the resulting conversation, are scheduled for August 23 @ 5:30 and on Sept. 6 at 6 pm. Sarah will poll Board members on who will attend which session.
6. Progress on New Ends:
   1. John moved, and Anneka seconded, to adopt the new Ends as presented:The Brattleboro Food Co-op, an organization modeled on cooperative values and principles, exists to serve its shareholders’ collective needs for:
      1. An open, inclusive, and welcoming marketplace
      2. Access to and education about goods and nutritious food that are ecologically sound and responsibly sourced
      3. An organization that contributes to a just and resilient local economy
      4. An enterprise that engages in sustainable and regenerative environmental practices
   2. Discussion focused on the following:
      1. The extent to which we can reasonably expect our offerings – particularly non-food items – to be both ecologically sound and responsibly sourced.
      2. Affordability: we no longer call out “reasonably priced” but as Lee noted, access implies
      3. The extent to which income inequality and climate resilience are adequately Now that we’ve condensed seven Ends into these four, fully half of the resulting focus is on those priorities (via Ends 3 and 4). Also, the Task Force grappled with how to hold the GM accountable for things we can’t actually be in charge of.
      4. Communicating the new Ends: The Community and Shareholder Engagement committee could take this up and make recommendations for the full Board’s consideration.
      5. General assessment: These Ends reflect all the input from the Task Force and the full These are both concise and encompassing.
   3. The motion carried unanimously.
7. GM Monitoring Reports:
   1. Michele moved, and V seconded, to accept the monitoring report for 2 Financial Condition and Activities. Discussion touched on the following (note: some discussion occurred in the context of the Ends #1 monitoring report):
      1. Lee’s overview of FY21 – 23 is an excellent synopsis of the downs and ups in the recent past, and sets the context for why FY23 is ending with much less profit than the previous two
      2. Investments in key staffing positions, and the Safety and Security Manager’s other responsibilities aside from managing the growing low-income/low-access population (oversees store security, including camera and alarm systems; responsible for safety infrastructure and equipment; identifies training needs (Narcan, CPR, de-escalation techniques, active assailant)
      3. NCG (National Cooperative Grocers): they negotiate our supply agreement with UNFI and provides a whole host of services to their member co-ops. We pay dues based on our sales volume and we get patronage back. Their income comes from their membership, and from suppliers, since they provideaccess to an ecosystem of grocery NCG is developing new distribution relationships aside from UNFI, and is focused on diversity and inclusion, which includes fostering new co-ops in low-income/ low-access communities.
      4. Debt-to-equity ratio: It was helpful to be reminded of the trajectory of this Lee noted that we have implemented changes to our banking relationships and money markets, and to how we pay bills, resulting in a one-time savings of $15K as well as savings going forward.
      5. The future: The loss in Q4 was due to one-off expenses; Lee stated that we are setting the table for consistent 6-figure performance, and that’s never happened before. To be conservative, we are not counting on catering income for FY24.The motion carried unanimously.
   2. Judy moved, and Michele seconded, to accept the monitoring report for 1 Ends – #1 Reasonably Priced Food…
      Discussion touched on the following:
      1. Competitors: we face competition from more than grocery stores – we compete with convenience stores and Walmart, in addition to conventional grocery stores and co-ops.
      2. Price comparison: Our merchandizer stays on top of categories and pricing using SPINS, which provides area-specific retail prices, top sellers, and bottom sellers.
      3. Field Day: This is UNFI’s private label; prices are typically a few cents more than conventional non-organic. We rely heavily on NCG’s core sets and promotional schedules to keep these at good prices.
      4. Local/Organic/Fair Trade/Co-op Made: Our focus on this is what differentiates us from our competition.
         The motion carried unanimously.
8. Board Monitoring Report: Anneka moved, and Johanna seconded, to accept the monitoring report for D.12 Management Succession. Discussion: none. The motion carried unanimously.
9. GM Updates – FYI: Lee shared updates since the packet went out.
   1. Staffing: Jeff Houle is still responsible for Beer and Wine in addition to his new Receiving. We have better day-to-day oversight of inventory and receiving, which will help us better understand shrink and profitability.
   2. Union contract: It was ratified earlier today by an overwhelming majority.
   3. Green Choice: We’ve expanded the use of this shelf tag from 800 to 2000 SKUs. The next challenge is to ensure that smaller local vendors can be represented in the dataset.
10. Upcoming Monitoring Reports:
    1. Jerelyn brought Board members’ attention to the policies being monitored in September: B.3 – Relationship with Employees and B.7 – Board Officers. (End #3 – Workplace Community won’t be monitored due to the update in Ends policies).
    2. B.3 – Relationship with Employees: We conduct employee surveys every other year; the next one will happen in the spring of 2024. Other avenues for compliance data include the use of the grievance process, the Labor Management Committee meetings, any staff feedback received, and staff participation in extra-curricular activities.
    3. B.7 – Board Officers: With Denise off the Board, we don’t currently have a secretary; our bylaws permit the Treasurer and Secretary to be the same person. The Board Member Recruitment Committee could take on orientation and training of Board members as a responsibility. Clarity is needed on when the new Board will be seated this year given the change in timing of the Annual Meeting and elections. The September packet will address this.
11. 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.
12. Executive Session: At 7:30 pm, V moved to go into Executive Session to discuss the Board seat made vacant by staff director Denise Glover. Johanna seconded the motion, which carried unanimously. Present during Executive Session were Board members, Lee, and Sarah. At 7:41 pm, Judy moved, and Michele seconded, to exit Executive Session. The motion carried unanimously.
    Denise should be invited to join or contribute her thoughts to the small group meeting to discuss potential changes to bylaws pertaining to staff directors.

12. Meeting Closing: Board members shared their responses to the questions “what went well or not so well” and “What is one thing you’re taking away from our meeting?”

The meeting was adjourned at 7:45 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator