Board of Directors Meeting Minutes: December 2023

Brattleboro Food Co-op Board of Directors meeting minutes from the meeting which took place on Monday, December 4, 2023.

Directors Present: Calvin Dame [Zoom], Judy Fink, Denise Glover, Anneka Kindler, Michele Meulendyk, Vanessa Vadim [Zoom], and Jerelyn Wilson.

Directors Absent: Johanna Zalneraitis.

Staff, Shareholders, and Others Present: Store Manager Meg Sellarole, Board Administrator/Sustainability Coordinator Sarah Brennan, staff shareholders Sal Chappa, Crishawn Stark, and Evan Silber, shareholder Sheila Adams [Zoom].

Others: for the Shareholder Input section, Terry Carter.

President Jerelyn Wilson called the meeting to order at 5:19 pm.

1. Welcome/Norms

1. Michele moved to allow non-shareholder Terry Carter to join the meeting’s Shareholder Input section. Judy seconded the motion. Discussion: none. The motion carried unanimously. Terry Carter joined the meeting.
   
2. Jerelyn welcomed everyone and clarified for the benefit of guests who the Board members were. She explained to Terry that she had been invited for the Shareholder Input section of the meeting.
   
3. Board members, Meg, and Sarah, read the Board’s communication norms aloud.

2. Shareholder Input

1. Terry Carter spoke to her desire that the Co-op allow non-customers to park in the parking lot. She had received a warning notice on her car after having left it in the lot while she attended a movie at the Latchis. After she complained, she received a letter from management, explaining the Co-op’s parking policy. Jerelyn stated that as this is an operational issue, the Board will look to the Core Team for what additional response they may choose to make. The Board itself isn’t going to decide on any exceptions to the Co-op’s parking policy.
   
2. Shareholder Sheila Adams asked for a written response to the following questions:
   
   1. What efforts has the Board Member Recruitment Committee had made to recruit staff to the Board?
   2. Why is the Board contemplating changing the bylaw that calls for at least one, and no more than two, staff members on the Board?
   3. Additional information about the committee that makes recommendations about bylaw changes: who is on it, when do they meet, etc.
   4. Can the Board appoint one of the staff present tonight to the Board?
      
      Jerelyn responded by noting that, to her knowledge, there has never been an effort on the part of the Board to eliminate staff serving on the Board. Given that there had not been a lot of interest from staff in stepping forward to serve, the thinking was to shift the bylaw to indicate staff can serve on the Board but are not required to do so.
      
3. Shareholder and staff member Sal Chappa stated that he agrees with two proposals V made at a recent Board meeting: to expand the Board to allow for a third staff member, and to financially compensate the Board.
   
4. V stated, in response to Sheila’s concerns, that the Board wants staff participation on the board and that there absolutely has not been any effort to do away with those positions at all.
   
5. Shareholder Statistics: Package size refers to how many individual items are in a given transaction. Sarah will investigate whether we can include a count on how many shareholders have shopped at the Co-op within a previous time frame.

3. Board Minutes

Judy moved and Anneka seconded to approve the November 6 minutes. Discussion: An edit to correct the name of the Marlboro Music Festival at Potash Hill, and a clarification that the meeting was not exclusively held via Zoom. The motion carried unanimously.

4. Code of Conduct

Jerelyn called Board members’ attention to one another’s conflict of interest statements, and stated that Board members need to remain aware of what could be perceived as a conflict and be comfortable pointing out potential conflicts in the event issues relevant to actual or perceived conflicts come before the Board. She also noted that the Code of Conduct covers more than just conflicts of interest.

5. Board Committees

1. GM Search Committee: Jerelyn stated that the Committee has decided to invite three candidates as finalists over the coming two weeks. Each visit will entail two days and include a thorough tour of the store, opportunities to meet staff in the break room, an interview with the management team, and an interview with the full Board. The Board will then decide whether to offer the position to any of them. Applications continue to roll in.
   
2. Jerelyn asked Board members to indicate which committees they’d like to serve on. Each committee should meet before the January Board retreat on January 27 to discuss the committee charter and potential activities in the coming year, based on notes from the previous committee chairs.
   
   1. Policy and Bylaws: Jerelyn, Michele, and Anneka. Michele to convene first meeting.
      
   2. Community and Shareholder Engagement: Johanna, Anneka, and V. Anneka to convene first meeting.
      
   3. Board Member Recruitment: Judy, Calvin, Denise. Denise to convene first meeting.

6. Monitoring Reports

1. Michele moved, and Denise seconded, to approve the monitoring report for C.1 Board Management Relationship. Discussion: Jerelyn noted the alignment in responses. The only comment, from Michele, acknowledged the unusual circumstance of the Core Team serving as interim GM. The motion carried unanimously.
   
2. Judy moved, and V seconded, to approve the monitoring report for C.2 Delegation to the General Manager. Discussion: Judy observed that we are following these policies right now in the absence of a GM. The motion carried unanimously.
   
3. Denise moved, and Anneka seconded, to approve the monitoring report for B.5 – Continued Operation. Discussion: Meg noted that management is always striving to build more redundancy. It keeps staff engaged and on a path to growth; she feels confident that with the structure we have today, we have the checks and balances to be prepared for if someone were to leave. Daily operations would still be able to function. Board members commented on how well the Co-op has been run since Lee left on September 1. Sarah and Meg clarified that the statement “not financially able to support robust succession planning for all key management roles” refers to the Core Team member themselves. The motion carried unanimously.

7. Core Team Updates – FYI

Meg shared updates since the packet went out.

1. We went live with Webcart – our new online ordering platform – on Friday and filled the first transaction today. Due to the need to clean up our data, we are only listing about 1,000 top selling items and will expand as we go.
   
2. We continue to work with GreenChoice to explore integrating their shelf tags with our point of sale system.
   
3. Retreat Farms: Because we are running out of storage for fixtures and displays, and wish to free up more parking spaces taken up by the shipping containers at the back of the lot, we have agreed to rent storage space from Retreat Farm.
   
4. Tapering sales: We are looking at what might be contributing to this.
   
5. The Labor Management Committee (LMC) consists of the UFCW rep, a couple of stewards, and typically Emilee and Anthony. Sarah also attends. They meet regularly to maintain an open dialogue.
   
6. Holiday meals: most of these were delivered to area hotels and food shelves. Some were distributed at the store on Thanksgiving day.
   
7. Update on check processing: with respect to the difficulties that some 802 credit union customers were having with Telecheck refusing their checks: we have learned that the Co-op cannot resolve this due to privacy concerns, but individual customers can by reaching out to Telecheck.

8. Upcoming Monitoring Reports

Jerelyn brought Board members’ attention to the policies being monitored in January: End 4: An enterprise that engages in sustainable and regenerative environmental practices, C.3: General Manager Job Contribution and C.4 Monitoring Management Performance. Sarah stated that for End 4, she would be likely be using the interpretation statement Lee developed when the Board was revising the policy last summer. Jerelyn stated that policies C.3 and C.4 are good to be looking at in the beginning of the Board year. They describe how we do our job and the context by which the Board monitors the General Manager. She added that the Board evaluates the GM via the monitoring reports at each Board meeting.

9. 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.

10. 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 7:43 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator