Board of Directors Meeting Minutes: February 2024

March 11, 2024
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Brattleboro Food Co-op Board of Directors Meeting Minutes from Monday, February 5, 2024.

Directors Present: Calvin Dame, Judy Fink, Denise Glover, Anneka Kindler, Michele Meulendyk, Evan Silber, Jerelyn Wilson, Johanna Zalneraitis, and Vanessa Vadim.

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

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

1. Welcome/Norms

Jerelyn welcomed guests. She acknowledged the Board’s retreat. Board members took turns reading the Board’s communication norms aloud.

2. Shareholder Input

  1. Davida Bagatelle has been a shareholder for many years. She has recently moved back to the area and feels it’s her responsibility to be involved with the Co-op. She praised the Deli and Cheese staff for wrapping her items in paper for her. She’s happy to see that plastic bags have been phased out in the Produce department and hopes this can happen in other departments as well, particularly the Deli. Most cashiers ask for Round Up donations, but not all, and not always – she’d love to see it happen more routinely. Perhaps it could be put as an option within Catapult. Lastly, she’s gone online about the online volunteering responsibilities – she’d appreciate a description of in-store duties – she called and asked but thought it’d be good to put it on our website. 
  2. Sheila Adams is here to observe the meeting. She thanked Evan for stepping forward as a staff director and thanked the Board for its service.
  3. The Board reviewed shopper feedback and shareholder statistics. Comments and requests: Include the previous month’s data to show trends; include how many shareholders joined within the previous month. Note: “Current shareholders” decline is usually because they’ve fallen behind in their equity payments, not because they’ve withdrawn from the Co-op.

3. Board Minutes

Judy moved and Johanna seconded to approve the January 10, 2024 minutes. Discussion: none. The motion carried with two abstentions – Evan and V.

4. Board Committees 

  1. Board members shared their strategies for prioritizing how to read through the Board packets.
  2. Policies and Bylaws: Michele shared that she’s been reviewing comments on old monitoring reports as well as the items in our “parking lot” through a policy/bylaw lens. She anticipates developing a calendar for addressing these, and noted that there will be some focus on the “D” policies, which govern Board process. The committee will be meeting again next week. 
  3. Community Shareholder and Engagement (CS&E): Anneka shared that the committee met on 1/24 and is recommending the Board adopt last year’s charter with no changes. They’ll be approaching the Board for guidance in narrowing down top priorities for the committee to take action. They also discussed taking a role in the Board’s monthly Food for Thought articles. 

    Anneka moved and V seconded that the Board accept the charter for the CS&E Committee as shown in the Board packet and below: 

    The Board’s Community & Shareholder Engagement Committee supports the Board in deepening its relationships with shareholders and our broader communities in ways that strengthen communication, increase participation, and improve satisfaction, trust, and connection. Insights gleaned from the committee’s efforts will inform the work of the Board in meeting shareholder expectations.

    Discussion: None. The motion carried unanimously.
  4. Board Recruitment: Denise stated that the committee will be meeting on Friday to map out their calendar.

    1. V moved, and Denise seconded, to adopt the charter submitted in the Board packet as shown in the packet and below: 

    The BFC Policy Governance Manual states that Board Committees are established to help the Board do its job (D.10.2). Specifically, as stated in Board Perpetuation, Election and Orientation of Board Members (D.8.1), the Recruitment Committee’s task is to oversee the process for “…recruiting suitable candidates, encouraging each board member to recruit, and ensuring candidates address all parts of the board candidate application …”

    To that end, the Recruitment Committee will:

    • Use a variety of means to educate membership about Board work, and make more visible the rewards of Board service

    • Keep the Board regularly informed about and involved in the process of identifying prospective Board candidates, with a focus on individual relationships, organizational networks, and broadening diversity

    • Track and continue to reach out to individuals who express interest in the Board

    • Provide candidates with materials, and guide them through the process of applying through elections

    • Update print and online Board candidate materials, and direct interested individuals to these resources

    • Maintain oversight of Board service schedule

    2. Discussion: The last bullet point refers to keeping track of Board terms to ensure we are complying with bylaws/policies that call for terms being staggered. Sarah maintains this information on the “contact info” sheet. The Board agreed by consensus to change the wording of the last bullet to “Maintain oversight of Board terms.” 

    3. The motion to accept the charter as amended carried unanimously. 
  5. Housekeeping:

    1. Food for Thought (FFT) Board members will sign up for writing FFT articles to be published on the first of each month. Articles should go to Sarah on the 15th of the month prior to publication. Anything extra is fine for the issues published on the 15th; the same two weeks ahead of time deadline apply. For topics, this can be personal (e.g. what drew you to Board service), or about Board or Co-op events/initiatives, Board committee work, policy governance, food… Lots of help and support are available for those who need it. The CS&E Committee will encourage people, make sure they have the support they need, and maintain the schedule. If you have suggestions, let one of the committee members know.

    2. CCMA (Consumer Cooperative Management Association) conference: Stay tuned for a message from Jerelyn and Michele about this conference. Our FY24 budget includes funds for the full Board to attend. 

5. Board Retreat

Board shared reflections about the retreat that took place on January 27. Note: Our Columinate consultant Molly Snell-Larch will write up a report for next month’s packet. 

6. Monitoring Reports 

  1. Johanna moved, and Denise seconded, to approve the monitoring report for D.10 Board Committees. Discussion: V acknowledged that her comment on 10.1 reflected concerns about an individual’s actions, not the actions of a committee. Shareholder participation in committees is not addressed elsewhere in the policies; perhaps it should be. This should be publicized. It’s a great avenue to becoming a Board member. The motion carried unanimously.
  2. Anneka moved, and Denise seconded, to approve the monitoring report for B.2 Financial Condition and Activities. Jerelyn reminded Board members that they are asked to approve the monitoring report, not the compliance data. Discussion touched on the following points:

    1. Acronyms: ABP = Annual Business Plan. COGS = Cost of Goods Sold. 

    2. Net income: This was less than our ABP had anticipated. We are $13K off where we had hoped to be. This represents one tenth of a percent of the YTD sales; it also represents nearly 10% of FY24 net income for the year called for in the ABP ($140K). 

    3. Expenses: Credit card rates went up; Anthony has explored other vendors but has found what we are paying is pretty typical for the industry right now. Our bank charges us a transaction fee for processing checks, so writing a check only benefits the Co-op on larger transactions. 

    4. Margin: We beat the ABP’s margin by a point and a half. 

    5. Debt to Equity Ratio: This shows one’s ability to pay down debt based on cashflow. We are trending in the right direction. It’s currently1.53 to 1. 

    6. Cash: YTD we are down 180K. The biggest drivers were the purchase of the Catapult point of sale software, and some equipment expenses. Holiday sales helped bring a lot of that back; this will be reflected next quarter because Q2 ended on 12/24.  

    7. Sales: These have been relatively flat since early Christmas time. We are ahead of last year, but flat with the ABP. Customer counts and basket size have been down recently as well. Lack of snow could be a factor, as tourists make up a significant part of our business. Additionally, shoppers looking for bargains across multiple stores is an industry-wide phenomenon. 

    8. The motion carried unanimously.
  3. V moved, and Judy seconded, to approve the monitoring report for B.7 Communication to Board. Discussion: Board Administrator hours have remained consistent since the addition of Sustainability Coordinator to Sarah’s responsibilities (she has cut back on general Admin Assistant functions). Jerelyn called attention to Policy B.7.5, noting that she had to ask Lee to write a letter of resignation to the full Board after having told her his plans. The summary record of GM monitoring reports is available on the Board site; Sarah will feature it more prominently. The motion carried unanimously.

7. GM FYI Update

Anthony shared updates since the packet went out:

  1. Leveraging Co-op for Shareholder Benefits: We are negotiating how to offer shareholders a discount on propane/fuel oil purchased from Dead River (our propane provider). We may do the same with other providers as well.

    Leveraging Co-op for Shareholder Benefits: We are negotiating how to offer shareholders a discount on propane/fuel oil purchased from Dead River (our propane provider). We may do the same with other providers as well.
  2. Finance Manager: We’ll be posting this position this week. We are looking for someone with both strategic thinking and accounting skills. 
  3. Shareholder Lenders: We got off to a late start with paying back interest to those shareholder lenders who receive interest payments annually. We have about $300K left of those loans to about 50 individuals, some of whom have more than one loan. Interest rates on these loans vary but top out at 5%. By contrast, our loan with CFNE is at 6.5% and our mortgage rate is about 4%. 

8. Upcoming Monitoring Reports

Jerelyn brought Board members’ attention to the policies being monitored in March: B.6 Shareholders, B.8 Conflict of Interest, and D.1 Board Duties. Discussion focused on the need for better communication and collaboration between the Board and operations regarding shareholder engagement activities. 

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. Executive Session

  1. At 7:34 pm, Michele moved, and Denise seconded, to enter Executive Session to discuss a personnel matter. Only Patron Directors were present (Staff Director Evan Silber was not present). 
  2. At 8:30 pm, V moved, and Michele seconded, to exit Executive Session.

11. Personnel Decisions

  1. Judy moved and Anneka seconded to approve an employment agreement which includes the job summary and compensation package for the General Manager. Discussion: none. The motion carried unanimously.
  2. Judy moved and Johanna seconded to approve compensation for Emilee Hobbs for additional hours dedicated to the GM search. Discussion: none. The motion carried unanimously.

The meeting was adjourned at 8:40 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator