Board of Directors Meeting Minutes: December 2022

Brattleboro Food Co-op Board of Directors December Meeting Minutes

Monday, December 5, 2022

Directors Present: Calvin Dame, Judy Fink, Denise Glover, 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, shareholder Sheila Adams. Staff members Whitney Field (Store Manager) and Meg Sellarole (Assistant Store Manager) were present for part of the meeting.

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

1. Welcome/Norms Jerelyn welcomed new Board members Anneka Kindler and Vanessa Vadim. She welcomed guests, and Board members took turns reading the Board’s communication norms out loud.
2. Shareholder Input
   1. Lee introduced Assistant Store Manager Meg Sellarole, who just joined BFC from Citymarket in Burlington, and Store Manager Whitney Field.
   2. Sheila Adams is here to welcome the new Board and watch what’s going on with her Co-op.
   3. Sarah explained how the Board manages correspondence with shareholders and where to find it on the Board website.
   4. Later, during the discussion of the Annual Meeting, Lee noted that we will be reintroducing a monthly summary of shopper/shareholder feedback during this portion of the meeting.
3. Board Member Code of Conduct
   1. Board members were advised to review one another’s signed Code of Conduct forms, which include statements of any potential conflicts of interest.
   2. Discussion:
      • Q: Does being a producer or grower constitute a conflict of interest? A: Yes, it could be perceived as such.
      • Q: Has the Board considered reserving a spot on the Board for a local producer? A: That this could be taken up by the Board Recruitment committee, or by the full Board in a strategic conversation.
      • Reminder: Board members represent the interests of all shareholders, not specific constituencies.
4. Acceptance of Election Results, November Minutes, and Annual Meeting minutes
   1. Jerelyn noted that these items were handled by the outgoing Board via email vote. As is noted in the packet, the Board voted to accept the 2022 election results (unanimous with John Hatton abstaining), to approve the November minutes (unanimous), and to recommend the Annual Meeting minutes be approved by shareholders at the 2023 Annual Meeting (unanimous).
   2. Discussion: Going forward, the Board will handle approving Annual Meeting minutes rather than expecting shareholders to do so the following year. We will also put Annual Report and Meeting information within a shareholders-only portion of our website, once this has been enabled.
   3. John Hatton explained that he had abstained from accepting the election results because, in his opinion, all the Board can do is acknowledge the results, and accept that the proper process was followed in counting the ballots. Going forward, we will adjust our language accordingly.
5. Election of Board Officers
   1. John moved, and Vanessa seconded that the Board accept the following slate of Board officers:
      • President – Jerelyn Wilson,
      • Vice President – Judy Fink,
      • Treasurer – John Hatton,
      • Secretary – Denise Glover.
        Discussion: Thank you for stepping forward again!
   2. The motion carried unanimously.
6. Board Monitoring Reports
   1. Judy moved, and Denise seconded, to approve the monitoring report for D.8 Board Perpetuation, Election & Orientation of New Members.
   2. Discussion:
      • Suggestion: add an opportunity to the end of each monitoring report survey for Board members to provide comments/suggestions about the policy itself.
      • Johanna inadvertently answered “yes” instead of “no” in response to 8.1.3.
   3. The motion carried with 8 in favor, and 1 abstention (Vanessa).
7. Upcoming Board and GM Monitoring Reports
   1. Jerelyn called Board members’ attention to the policies being monitored in January. Discussion highlights:
   2. Question: How can a Board member make operational requests or suggestions that they deem to be in the interest of all shareholders? Example: “We should reduce or eliminate the use of plastics”. Response: By tying it to the monitoring of the relevant policy (in this case, A.1 Ends – End #4). The Board can ask for additional compliance data, and/or change the policies themselves to be more specific.
   3. Question: Is it ever appropriate for Board members to approach the GM with an operationally-focused request or concern? Are Board members ever “just shareholders”? Response: Questions are welcome, but Board members must not direct the GM to take a particular action. Lee distinguished between a “thought partnership” conversation on the one hand, and a demand for action on the other. He welcomes the former, and as to the latter, would (per Policy B.7.3) be obliged to advise the Board if any of its members were violating its own policies by individually demanding a particular course of action.
   4. Several people noted that Board members must be mindful in their conversations with staff. A casual comment can be interpreted as a directive.
8. Annual Meeting Review and Looking Ahead What did we learn? How best do we inform and engage shareholders? Discussion touched on the following:
   1. Note: In 2023, we are planning for an in-person Annual Meeting in late September. Elections would conclude in early October. New Board members would attend the October/November meetings as observers, and be seated in December.
   2. Suggestions:
      • Scale up the Board’s strategic conversations to include a wider group by using the “World Café” method at the 2023 Annual Meeting.
      • Host an “annual shareholder day” and/or conversations at the Whetstone or other venue.
      • Sign up and participate at Co-op events/classes to meet shareholders where they are.
      • Set up “Meet the Candidates” events (note: this practice was discontinued by previous Boards).
      • Most shareholders think of the BFC as a cool place to shop, and want to support the Co-op, so they paid their $80. We want to engage them by “doing Co-opy things”.
   3.  Challenges:
      • Getting people to show up.
      • Vision vs. operations: “Meet the Board” Café event participants have asked operational questions that are not suitable for Board response.
   4. Open questions:
      • How do we know if one comment is representative of many people, or unique to that individual?
      • How can the Board engage with shareholders meaningfully, without overstepping on the work of the staff specifically charged with shareholder engagement?
      • Is there a useful difference between shopper feedback vs. feedback from shareholders? One is, “are we a successful grocery store from the perspective of the shopper” and the other is, “are we meeting our Ends”?
9. GM Update – FYI
   Lee provided updates since the packet went out:
   1. Our partnership with Pangaea Sushi is working out very well.
   2. We are moving forward with transitioning to Catapult’s Point of Sale system. It will allow for real-time inventory, improved sales analytics, and options to identify and reward shopping behavior. We would be seeing new equipment in the Front End to handle the new system. We will kick it off in January and implement it in April.
   3. We expect to have a pro forma for our strategic partnership with the Retreat Farm by March.
10. Board Committees
    Jerelyn asked Board members to choose a committee to serve on. They typically meet once a month for an hour.
11. What Would You Tell a Shareholder?
    Board members and guests shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought.
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 7:35 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator

Archive of past Meeting Minutes