Board of Directors Meeting Minutes: August 2025

These are the minutes of the August 4, 2025, meeting of the Brattleboro Food Co-op Board of Directors.

Present at Meeting

Directors Present

Kevin Brennan, Calvin Dame, Denise Glover, Lee Halpern [Zoom], Anneka Kindler
[Zoom], Michele Meulendyk, Evan Silber, Sheena Tesch [Zoom], and Johanna Zalneraitis.

Directors Absent: None.

Staff Present

Interim GM /Director of People and Culture Emilee Hobbs, Board Administrator/Sustainability
Coordinator Sarah Brennan.

Other Shareholders Present

Vikas Mangipudi (CFNE Loan Officer), shareholders Erik Hansen [Zoom], and John Couleur.

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

Welcome and Shareholder Input

1. Michele welcomed guests and Board members introduced themselves, sharing what inspired them to serve on the Board.
   
2. Guests introduced themselves. Vikas is our loan officer from CFNE (Cooperative Fund of the
   Northeast), which has extended BFC a loan and line of credit. John Couleur is exploring Board service. He has a background in venture capital and social entrepreneurship, and volunteers with both SEVCA and the Town of Brattleboro. Erik is the former Director of Operations at the Co-op and has applied for the General Manager position.
   
3. Monthly shareholder statistics: Michele asked Emilee to share what stood out for her. Discussion touched on FFA numbers (going up, as expected); donated shareholder hours (these are automatically donated to FFA shareholders); and the number of employees who are not shareholders. We offer subsidized shareholder status to new staff (once they hit 90 days) who were hired after the current contract was ratified. We are catching up on reaching out to recent hires; the remainder of non-shareholders are tenured employees who were not eligible for this benefit. Emilee would like for the upcoming contract to grandfather them in.
   
4. Customer service report: Michele asked Emilee to share what stood out for her. Board discussion touched on store-wide cleanliness and product availability issues (due in part to the UNFI cyberattack—product levels are back to normal now). Managers picking up weekend shifts has helped satisfaction scores, but we’re noticing dips mid-week as a result. We’re focused on ensuring coverage for our busiest midday times. With our Food Services Director coming back on site from Potash, we can focus on our providing better consistency on hot bar and prepared food offerings.
   
5. Board members reported any feedback they had heard from shareholders. Reactions heard ranged from gratitude and “I love that place” to others believing that they couldn’t afford the Co-op, despite not necessarily having been in. This points to a cultural disconnect. Discussion touched on ways to counter those perceptions via “how to shop the Co-op” materials, signage, or classes.

Approval of Minutes

Calvin moved, and Johanna seconded, to approve the minutes of the July 7, 2025 meeting.
Discussion: none. The motion carried with six in favor and two abstentions (Kevin, Evan).

Board Monitoring Report: D.12 Management Succession

1. Evan moved, and Anneka seconded, to approve the D.12 – Management Succession monitoring report.
   
2. Discussion touched on the resource used (a well-documented process developed by Columinate and intended to be adjusted as needed), and whether it’s worth changing the word “simple” to “straightforward” in the policy, since the Board needs to engage with the resource to determine how best to customize it. Michele will add that to the parking lot.
   
3. The motion carried unanimously.

GM Monitoring Report: B.2 Financial Condition and Activities

1. Kevin moved, and Denise seconded, to approve the monitoring report for B.2 Financial Condition and Activities. No concerns were raised about the interpretation statements.
   
2. Discussion on the compliance data touched on the following points:
   1. YTD net income: We landed in positive territory with $44K net income (not counting the ERC funds), largely made possible by cost containment on personnel (the delay in filling vacant positions), supplies (better tracking and accountability), and repairs and maintenance (staff able to handle repairs in-house).
      
   2. We have earned $18,950 in interest on the ERC funds. Countering that, the mortgage rate went up resulting in an increased expenditure of $32K. The higher-than-anticipated five-year rolling average of the CPI represents a $65K annual increase. We will be modifying the FY26 plan accordingly.
      
   3. How the $440K in taxes we will owe on the ERC funds will be posted: Emilee and Mudith will discuss this with our CPA. Posting it against 2021-22 is logically correct but will entail the expense of the CPA revising those years’ financial statements; alternatively, showing it as a FY2025 expense creates the inaccurate perception that we lost money.
3. The motion carried unanimously.

GM Updates

Emilee shared additional detail on items shared in the packet as well as news since the packet went out:

1. Loan refinancing: Emilee will be meeting with CBNA to explore options.
   
2. Food Services: NCG is visiting to assess our prepared foods set-up as part of the refrigeration project; they will also look at product selection and merchandising. Sarah has submitted a letter of funding inquiry to the Healthy Foods Financing Initiative Food Access and Retails Expansion fund—we would apply for a $100K grant; we are eligible because the project will allow us to expand our SNAP offerings in Produce.
   
3. Internal supplies standards: we are codifying our commitment to supporting local vendors and sustainability features in the supplies we purchase in our operations; this includes deli packaging and cleaning supplies.
   
4. Dottie’s: Our agreement with the Town of Brattleboro to use that space for storage is in effect; we have the keys to the space and access to 8 parking spots (half in the Town parking garage and half in the Preston lot) starts in 2 weeks.

Upcoming Monitoring Reports

Michele called Board members’ attention to D.3 Code of Conduct policy, noting issues that have come up in the past: business-like conduct, speaking with one voice, and unconflicted loyalty, which entails being aware that one’s status as a member of the Board takes precedence over one’s role as a shareholder; this plays out in interactions with staff. The policy states in two places that Board members are to read the packet ahead of time (D.3.7.2 and D.3.7.5).

Board Committees

1. Board Recruitment: Michele noted that John was present as a shareholder considering Board service.
   
2. Shareholder Engagement: Anneka expects to have more to share/request of the Board at the next meeting.
   
3. Annual Meeting Planning Committee: Committee members will be doing a walkthrough of the space this week to finalize how the space will be arranged; Board members should plan on making themselves available to help set up/break down the space.
   
4. GM Search Committee: Kevin stated that the Committee received 139 applications and is finalizing which ones to follow up with.
   
5. Finance Committee: Nothing to report.

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.

Meeting Closing

Board members shared observations about what worked or didn’t work about the meeting.

Executive Session

1. At 7:24 pm, Michele moved, and Evan seconded, to enter Executive Session for the purpose of discussing the status of the search for a new GM. Only Board members and the Board Administrator were present.
   
2. At 7:43 pm, Michele moved, and Denise seconded, to exit Executive Session.

The meeting was adjourned at 7:43 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator