Board of Directors Meeting Minutes: December 2024

These are the minutes of the December 2, 2024, Brattleboro Food Co-op Board of Directors meeting.

Present at Meeting:

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

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan [Zoom], and shareholder Sheila Adams [Zoom].

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

1. Welcome

Michele noted the meeting would be recorded to help ensure the minutes would be accurate given Sarah’s remote status. She welcomed guest Sheila Adams. Board members read the communication norms out loud.

2. Shareholder Input

1. Shareholder Sheila Adams introduced herself and thanked veteran and new Board members for stepping up and taking the time to run the business. She asked if the election results had been posted (answer: yes) and if the proposed bylaw change concerning Board compensation had been approved (answer: yes).
   
2. The Board reviewed shareholder and shopper statistics. Discussion centered around whether sales, transaction counts, and basket sizes should be reported on by calendar month, or fiscal period basis. Calvin moved and Michele seconded that fiscal periods be used as the basis for reporting. Discussion touched on the benefits of regularizing reporting generally, whether there would be lags in the data, and whether it matters that shareholder count data would continue to be calendar-month based. The motion carried unanimously.

3. Approval of Minutes

Denise moved, and Lee seconded, to approve the minutes from the November 4, 2024, meeting. Discussion focused on the status of efforts to make use of the pool of donated shareholder worker hours. The motion to approve the minutes carried unanimously.

4. Board President Updates

Michele announced that there would be an Executive Session at the end of this meeting to discuss a personnel issue, that Denise will be chairing the January meeting, that Michele now meets with Anthony monthly (rather than weekly) and that Sheena and Calvin will miss the retreat on the 14^th (unless a mechanism for remote participation can be figured out).

5. Monitoring Reports

Michele called attention to the distinction between Board members stating a desire for additional/different information from the GM, and official Board requests for said information.

1. C.3 GM Job Contribution
   1. Anneka moved and Johanna seconded to approve the monitoring report for C.3 GM Job Contribution.
   2. Discussion: Sheena’s responses to a few questions were inadvertently omitted. No other comments.
   3. The motion carried unanimously.
2. C.4 – Monitoring Management Performance
   1. Denise moved and Anneka seconded to approve the monitoring report for C.4 Monitoring Management Performance.
   2. Discussion touched on the following points: whether the Board is sufficiently engaging with the GM’s interpretation statements, the value of Board members sharing their own interpretations of policy (even if the GM’s interpretation is deemed reasonable), and how a better understanding of what information is possible to ask about (particularly with respect to financial reports) helps the Board better assess compliance.
   3. The motion carried unanimously.
3. B.5 Continued Operations
   1. Johanna moved and Denise seconded to approve the monitoring report for B.5 Continued Operations
   2. Discussion:
      1. B.5.1: The interpretation statement presented reads “As stated”, but the compliance data suggests that Anthony has interpreted this policy to mean that he should have plans in place to handle his absence. Whether he should modify his interpretation going forward, or the Board should edit this policy statement, was discussed but not resolved.
      2. No concerns were expressed about the interpretation statements or compliance data for either B.5.1.1 or B.5.1.2.
      3. B.5.2: Similar to the above, the compliance data suggests a definition of “key management personnel,” which could be included within the interpretation statement.  
   3. Board members appreciated the granularity of detail in the compliance data.The motion carried unanimously.

6. Training

Board members discussed the logistics of conducting store tours. Michele reminded Board members to check with her first before signing up for training that isn’t free.  

7. Board Committees

Michele stated that committee membership would be established at the upcoming retreat. There was no news from the former chairs of either the Shareholder Engagement or Board Recruitment Committees. Note: shareholders can join the Board committees.

8. GM FYI Update

Anthony shared updates since the packet went out.

1. Deli Cheese Pipe: A contractor will be inspecting the pipe this evening. Stay tuned.
2. EV Charging stations: These would be located near the Edible Brattleboro plantings. The Co-op would not incur any of the cost.
3. The Beet: Some Board members expressed an interest in being provided with the staff newsletter stating that it provides a better sense of the workplace vibe, and can help them feel more connected. Michele will discuss this with Anthony.
4. Budget Reforecast:
   1. Anthony explained that the reforecast uses existing run rates and incorporates anticipated changes. Sales have been underperforming relative to the plan, aligning more closely with last year’s performance.
   2. Margins: The reforecast margin percentage is a full point higher than originally planned, but reflects recent trends. Lowering it would result in a $250K drop in revenue.
   3. Sales and margin dynamics: Anthony noted that as margin is a percentage of sales (and not an absolute figure), it can be higher, even while sales decline.
   4. Labor and payroll: Payroll-to-sales target is in the low 20% range. Ensuring departmental buy-in for aligning labor to sales has been challenging. Some departments manage this better than others. We are also a little top-heavy.
   5. Miscellaneous Income: This consists of the boiler-related insurance reimbursements.
   6. Potential post-EBITDA adjustments: We may have opportunities to revisit interest expenses.
   7. Three year plan: The Board will see the next plan at the start of the next fiscal year (July) with the next fiscal year budget.
   8. Cash flow: We have relied on savings, including the payback of the Covid-era PPP loan. Anthony noted that hard decisions to address financial sustainability may need to be made.
   9. Our performance relative to other co-ops: We are lagging in sales, but have had higher basket sizes. That said, those have been declining over time.
5. NCG: Anthony stated that NCG offers a lot of programs that support who we are and what we do, including quarterly peer group forums. Their patronage dividends are paid out about ten years late.
6. Staff Stay Survey: (This was actually covered after the review of upcoming monitoring reports.)
   1. The survey was conducted two years after the previous survey to assess staff sentiments, focusing on communication, work environment, and pay concerns. The presentation shown is what was used to communicate the results back out to staff in a series of presentations this fall. It includes all comments made, both good and bad.
   2. Of those who responded to a question about looking forward to coming to work, a significant majority (93%) responded either “sometimes”, “often”, or “always”. Many staff did not respond to questions intended to solicit negative feelings, which is seen as a positive indicator. Some concerns were expressed about pay.
   3. Communication gaps were a concern, specifically between “upstairs and downstairs” staff. Actions taken to improve communication include adding more relevant information to the Beet (including pertinent updates from the core team meetings), and launching a weekly newsletter for the Front End staff.
   4. The Board discussed the current points system for tracking attendance. It promotes accountability and consistency across departments, but is also viewed as more corporate. Managers retain discretion to forgive tardiness or absence for reasons beyond employees’ control.

9. Upcoming Monitoring Reports

Michele brought Board members’ attention to policies being monitored next month: A.1 – End #4 (“an enterprise that engages in sustainable and regenerative practices”), and D.10 Board Committees. Note: The board monitors one End per quarter. Michele suggested that Board members review previously submitted monitoring reports to help provide any comments.

10. 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.

11. Meeting Closing

Board members shared observations about what is working well or not well about the meeting.

12. Executive Session

1. At 7:54 pm, Evan moved and Denise seconded to enter Executive Session for the purpose of discussing a personnel matter.
2. At 8:15 pm, Michele moved and Anneka seconded to exit Executive Session

The meeting was adjourned at 8:16 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator