Board of Directors Meeting Minutes: August 2024

These are the minutes from the August 5, 2024, Board of Directors meeting.

Present at Meeting

Directors Present: Calvin Dame, Judy Fink, Denise Glover, Anneka Kindler [Zoom], Michele Meulendyk, Evan Silber, Jerelyn Wilson, and Johanna Zalneraitis.

Directors Absent: Vanessa Vadim.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan, and Shareholders Paul McClain and Kevin Brennan.

President Jerelyn Wilson called the meeting to order at 5:15 pm.

1. Welcome

Jerelyn welcomed guests and Board members and acknowledged the communication norms.

2. Shareholder Input

1. Kevin Brennan and Paul McClain introduced themselves. Kevin is running for the Board while Paul just became a Co-op shareholder and has been doing shareholder hours in the store.
   
2. Shareholder Statistics: Because the new Shareholder Services person just started and is still being trained, the stats have not been updated yet for July.
   
3. The Board reviewed comments from recent receipt surveys. Discussion focused on price perception and how best to communicate why our margins are higher than those in conventional grocery stores.

3. Board Minutes

Judy moved and Johanna seconded to approve the July 8, 2024 minutes. Discussion: none. The motion to approve the minutes carried unanimously.

4. Monitoring Reports

1. Judy moved and Michele seconded to approve the monitoring report for A.1 End 1: “An open, inclusive and welcoming marketplace” Discussion touched on the following points:
   1. Interpretation Statements: Two suggestions were offered for going forward: focus on “actively welcoming” rather than just “not excluding.” “Ensures” is not possible; perhaps rephrase this along the lines of “strives to.”
      
   2. Compliance Data: Discussion touched on the following: our restorative justice approach to those causing problems in the store, the timeframe for our next shopper survey, whether shareholder engagement data relates to End 3, whether information about how store closures are communicated should have been cited, plans for gender neutral restrooms, and the inscrutable mystery of how the receipt surveys assign satisfaction scores that are at odds with the comments themselves.
      
   3. The motion carried unanimously.
2. Johanna moved and Denise seconded to approve the monitoring report for B.2 Financial Condition and Activities. Discussion touched on the following points:
   1. Trends that impact sales: foot traffic and basket size are down from last year; overall sales were higher than last year but less than what we had planned for. It’s been a difficult economic environment and price perception hinders sales. Beer and Wine has struggled and that is industry-wide.
      
   2. Margin: This is the difference between what we pay for product and what we sell it for. We aim for an overall blended margin that is not too high but that still allows us to operate and at least break even. Our margin exceeded our plan for FY24 as a whole.
      
   3. Governance: These expenses are those associated with the Board itself, including the Annual Meeting. Occupancy: These expenses are related to the building itself and keeping it running.  
      
   4. The motion carried unanimously. 
3. Denise moved and Judy seconded to approve the monitoring report for D.12 Management Succession. Discussion: None. The motion carried unanimously.

5. Board Committees

1. Policies and Bylaws:
   1. Michele noted that the packet includes a record of the Board’s vote (via email) to recommend for shareholder approval that Bylaw 5.6 – Board compensation be updated. This will be messaged to shareholders in the mid-August Food for Thought.
      
   2. Michele explained the rationale for updating policies B.6 – Shareholders and D.9 – Board Relationship to Shareholders: the proposed changes clarify that ensuring that the process of becoming a shareholder is specifically a GM function and can therefore be monitored as such. She reminded Board members that this had been discussed at the July Board meeting.
      
   3. Michele moved, and Judy seconded, to approve a motion to update Policies B.6 – Shareholders and D.9 – Board Relationship to Shareholders as shown in the packet. Discussion: none. The motion carried unanimously.
2. Community and Shareholder Engagement (C&SE): Anneka stated that the Committee will be revamping its name and charter to reflect a focus on the needs and values of shareholders.
   
3. Board Recruitment: Two candidates have had to withdraw due to family circumstances.
   
4. Board officers: Jerelyn described the process by which Board officers are selected: the Board President presents a draft slate for the Board to vote on. The slate is made up of those who have expressed an interest in playing those roles. Board members are encouraged to reach out to Jerelyn if they are interested in serving as officers. The draft slate will be in the September packet. The new Board will vote on the slate at their first meeting in October. Because Jerelyn will not be part of the new Board, the current Vice President – Michele – will present the slate. (This is per Board policy.) So far, Michele is interested in the President role, Denise is interested in serving as Vice President, and Anneka is willing to serve again as Treasurer. Judy described the responsibilities of the Secretary position. Jerelyn asked Board members to let her  know whether they are interested in serving as officers.
   
5. Schedule note: The October meeting has been moved to 10/14. Sarah explained that this change is necessary for the new Board (some of whom would have learned of election results just two days prior to the original October meeting date) to be able to participate effectively at their first meeting, and to vote on officers, as prescribed by Board policy.
   
6. Annual Meeting Update: Michele shared what the meeting will look like. There will be 20 Commitment to Community (C2C) partners tabling. Shareholders will have opportunities to meet them and learn what volunteering with them would look like. She walked through the agenda, which includes a half hour to gather, visit the C2C tables, drop off kids for activities, and get coffee and pastries. Kids activities run from 10:30 – 12:30. The business meeting starts at 10:30 am. Michele opens it. The President, Treasurer, and GM all speak. After a Q&A period, Jerelyn will facilitate a discussion with some of the C2C partners and possibly volunteers.  All shareholders will receive a “passport” with information about each C2C partner present. Those who get their passport “stamped” by at least five C2C partners will be entered into a giveaway drawing. Lunch is available at 12:30, the giveaway drawing is at 1:30, and C2C partners will be on-site through 2. Board members will assist with guiding people to the right entrance and greeting shareholders as they enter. For kids activities, they’ll get an opportunity to meet the animals, and there will be a variety of activities and games.

6. GM FYI Update

Discussion focused on the following:

1. What role the Board might play in 50^th anniversary celebrations next year.
   
2. Our NCG peer group, which consists of similarly-sized co-ops in Vermont and New Hampshire.
   
3. Facilities department and reporting structure: The Facilities Manager position reports directly to Anthony; their team consists of another facility person and four janitorial staff.
   
4. The new shareholder database will replace spreadsheets and slips of paper. Other co-ops also use 3^rd party systems. This should help the Board understand its shareholder base better.
   
5. “REAP” = Rural Energy Assistance Program (the USDA grant).
   
6. The upstairs boiler leak: On 7/6, a boiler upstairs exploded, leaking glycol and water through the Windham and Windsor Housing Trust’s (WWHT) floor through a tiny crack and down into Aisles 6 and 7 on top of the refrigeration units. We closed the store that evening and the Fire Department came. They thought it was in our boiler at first. We were closed all day 7/7 Sunday for clean-up. WWHT called ServPro. We opened on Monday, but had to remove product in 21 out of 44 doors of freezers. We were advised to dispose of that product. We’re working on getting this covered by insurance, which covers “product loss after 24 hours”. We have other claims as well, such as the expense of sending people home while still paying them. That same day, 7/8, the USDA meat inspector showed up randomly and that’s when we learned that glycol had leaked on top of the meat room cooler and into meat room via a sprinkler. We had to close the meat room to clean it up. Then a couple days later, ServPro had been cleaning upstairs and running dehumidifiers, and those buckets overflowed, leaking down in the aisles – not on any product though. We didn’t lose product, but had to explain to customers what was going on. Then, because systems had been turned off, the AC was messed up, and the office areas and kitchen got VERY hot. Then a T-storm came through which cooled things off, but knocked off the top half of a tree in the parking lot.  

7. Upcoming Monitoring Reports

Jerelyn brought Board members’ attention to upcoming policies being monitored: D.3 – Code of Conduct, D.7 – Board Officers, and D.11 – Board Audit Requirements. With respect to D.11, Sarah and Anthony confirmed that a CPA audits our books each year.

8. 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.

9. Executive Session

At 7:28 pm., Michele moved, and Denise seconded to enter into Executive Session for the purpose of discussing a potential vacancy on the Board. The motion carried unanimously. Board members Anthony Santorelli and Sarah Brennan were present. At 8:00 pm, Michele moved, and Judy seconded to exit Executive Session. The motion carried unanimously.  

10. Meeting Closing

Board members and the remaining guests shared their responses to the question, “How did the meeting go for you?”

The meeting was adjourned at 8:03 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator