Board of Directors Meeting Minutes: February 2023

Brattleboro Food Co-op Board of Directors February Meeting Minutes

Monday, February 6, 2023

Directors Present: Calvin Dame, Judy Fink (Zoom), Denise Glover, John Hatton, Anneka Kindler, Michele Meulendyk, Vanessa Vadim, and Jerelyn Wilson. Directors Absent: Johanna Zalneraitis

Staff, Shareholders, and Others Present: General Manager Lee Bradford, Finance Manager Ken McGee (Zoom), Board Administrator Sarah Brennan, shareholder Sheila Adams (Zoom).

President Jerelyn Wilson called the meeting to order at 5:20 pm.

1. Welcome/Norms: Board members read the Board’s communication norms out loud.
2. Shareholder Input 
   1. Board members were asked to share recent conversations they’ve had with shareholders.
   2. Guest Sheila Adams introduced herself, stating that she is interested in the financials and the discussion of the Ends.
   3. Board members reviewed monthly shareholder stats and recent shopper feedback.
   4. The discussion focused on transitioning to needs-based discounts. Lee would like to use discounts to drive engagement (via Commitment to Community and the new Teamwork Opportunities program), and to help people who really need the assistance. An important consideration is that some people may resist applying for the FFA discount. Lee favors individual conversations rather than blanket announcements. He added that we are unusual among co-ops in providing as many discounts as we do.
3. Board Minutes
   1. Vanessa moved, and Anneka seconded, to approve the January 2, 2023 minutes. Discussion: Update the year to 2023!
   2. The motion to accept the minutes with one correction carried unanimously.
4. Policy C.4. – Monitoring Management Performance
   1. Jerelyn explained that this relates to the January meeting when the Board proposed a change to clarify this policy. Subsequent research (shared in the packet) revealed that the road we had been going down goes against the intention of the policy. The GM can have a reasonable interpretation of a policy that is different from any given Board member or the full Board. The intent of the policy is to protect the GM in having a reasonable interpretation that might be different from the whole Board.
   2. Calvin moved, and Michele seconded, that Policy C.4.5 be updated to read as follows:
      1. The Board’s standard for compliance with a policy will be any reasonable interpretation by the GM. The GM’s interpretation does not need to be an interpretation that is favored by individual directors or by the Board as a whole.
   3. Discussion: This makes sense. Note: If Board members find a GM’s interpretation of a policy unreasonable, a decision tree (see Board website) clarifies how to proceed
   4. The motion carried unanimously.
5. GM Monitoring Report
   1. Denise moved, and Michele seconded, to approve the GM monitoring report for B.2 Financial Condition and Activities. Discussion: no concerns were expressed with either the interpretation statements or the compliance data. The motion carried unanimously.
   2. The Board reviewed the Co-op’s Q2 financial performance:
      • Sales were solid, but we continue to struggle with our margins: margin erosion cost us $106K compared to what we planned for. We are developing processes to ensure that managers review all invoices and that vendors’ cost updates make it into our system more quickly. We’re making sure that the prices of our top-selling items have been adjusted appropriately. We anticipate that new receiving processes, to be instituted when Catapult goes online, will help. We are exploring the use of digital shelf tags as well.
      • Personnel expenses were higher than last year, but this was planned for in the ABP. Amy has done an amazing job bringing some financial discipline to the marketing space. We still have to keep an eye on how being self-insured evolves.
      • Our debt-to-equity ratio (1.66:1) is moving in the right direction, which is good, given that we spent twice as much on interest payments during Q2 as we made. We’ve made good progress paying down debt under Ken’s guidance. We hope to get to 1.2:1 by the end of next year.
      • John offered to hold information sessions next quarter to help Board members familiarize themselves with our financial reports.
6. Board Monitoring Reports
   1. Denise moved, and Michele seconded, to approve the monitoring report for C.3 – GM Job Contribution. Discussion: Sarah will implement Vanessa’s suggested wording in the monitoring surveys for how new Board members are to approach this task. The motion carried unanimously.
   2. Michele moved, and Vanessa seconded, to approve the monitoring report for C.4 – Monitoring Management Performance. Discussion: none. The motion carried unanimously.
7. Upcoming Monitoring Reports
   1. Jerelyn called Board members’ attention to the policies being monitored in January: B.6 – Shareholders, B.7 – Communication to Board, and A.1 – End #7 Reasonable access to participation in the Co-op and asked for any questions from Board members that might inform Lee’s interpretation statements and compliance data. She also noted that this year we are monitoring the Ends one at a time, throughout the year, instead of all at once in November.
   2. The discussion focused on the extent to which our shareholders have been made aware of the Commitment to Community program, the plan for more robust conversations with shareholders about any changes to the discount programs, and whether open meeting law applies to Board meetings (open meeting law does not apply; please see Bylaw Section 6.2).
8. GM Updates – FYI
   Lee shared updates since the packet went out. We have new signage on the Deli cases to make it easier to identify vegan, vegetarian, and gluten-free options (signs for the hot bar are coming eventually). Jerelyn requested that future updates touch on any DEI training for the staff and how the Board can participate.
9. Addressing Climate Change and Economic Disparity
   1. Jerelyn stated that we would explore the “Four Capitals” framework in the context of revising our Ends policies. Discussion highlights:
      1. Lee appreciates the elegance and utility of this approach in helping him assess our progress in meeting our current Ends policies. It is a simple but deep framework that provides a link between aspirations and concrete actions – a bridge between Ends and means.
      2. We could write Ends policies that specifically address the four capitals (human, civic, natural, economic) OR we could use the four capitals framework as a filter/lens to assess whether we have the right Ends.
      3. The indicators mentioned under each of the 4 capitals are pretty good. They give us specific things to think about with respect to our desired outcomes.
      4. Are climate change and economic disparity adequately addressed within this framework? Specific comments:
         1. With respect to climate change, this provides a better, more specific way to incorporate climate change into our Ends via (for example) support for local farms, and being a source of local food and community.
         2. Suggestion: add “carbon sequestration” as an indicator under Natural Capital.
   2. Next steps:
      1. Denise will convene a three-to-four-member Ends Task force to meet before the March meeting. (Note: development of new Ends is no longer considered part of the Community and Shareholder Engagement (CSE) Committee’s purview). The Task Force will – as an exercise – come up with a re-articulation of the Ends, using this framework to articulate some statements that take into account climate change and economic disparity.
      2. Jerelyn stated that we are aiming to bring something to the annual meeting in September; we will want to engage with shareholders before then (via FFT and other means). The CSE committee can assist with that effort.
      3. Once the Ends Task Force establishes a meeting time, Jerelyn will schedule a CSE meeting.
10. Board Committees
    1. Board members shared impressions of recent Columinate training sessions (Building trust between GM and Board, Conflict Resolution).
    2. Board Member Recruitment Committee:
       1. Jerelyn moved and Anneka seconded to approve the committee charter. Discussion: “Board service schedule” refers to tracking the number of open seats, Board staggering, and how many candidates need to be recruited. The motion carried unanimously.
       2. Board members shared how they became aware of Board service. Direct contact with individuals is the best way to draw people in. Every Board member is responsible for recruitment and for updating the log on the Board’s website.
    3. Community/Shareholder Engagement Committee: Review of charter tabled.
11. 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.
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 7:55 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator

Archive of past Meeting Minutes