Board of Directors Meeting Minutes: February 2026

Present

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

Directors Absent: Calvin Dame.

Staff Present: General Manager Emilee Hobbs, Director of Finance and Accounting Mudith Kalutota, and Board Administrator/Sustainability Coordinator Sarah Brennan.

Other Shareholders Present: Samia Abbass, Kathy Carr [Zoom], Bert Picard, and Jerelyn Wilson.

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

Welcome

Michele welcomed everyone, and introductions were made. Guests included Samia, a long-time member curious to see how the Board runs; Bert, who joined the Co-op in 2007 and appreciates the Co-op’s support of local and ethically-sourced items; Jerelyn, who joined the Co-op in 1983 and is considering resuming Board service; and Kathy, a Co-op employee who is resuming attending Board meetings.

Shareholder Input and Stats

1. Shareholder Stats: Emilee noted the typical rise, then decline, in basket size over the course of the holiday season. The peak corresponds to high-dollar holiday items such as roasts. Package size (number of items purchased) has stayed consistent. Likewise, shareholder engagement with Commitment to Community partners rose during the holidays.  
2. Shopper Feedback: Emilee stated that she is tempering her reliance on the receipt surveys given the low number of responses compared to our transaction volume. She noted that positive comments outweigh negative comments. She is waiting to see what impact the upcoming training from NCG’s customer survey specialist will have on increasing customer satisfaction. Management is focused on minimizing out-of-stocks and better understanding why customers return items.
3. Board comments: Some prepared foods are inaccurately labeled as vegan.

Approval of Minutes

Johanna moved, and Kevin seconded, to approve the minutes from the January 5, 2026 meeting. Discussion: none. The motion to approve the minutes carried with two abstentions (Evan and Anneka).

Monitoring Reports

1. D.10 Board Committees: Michele reminded Board members of the importance of responding to these surveys. Anneka moved, and Johanna seconded, to approve the above-named monitoring report. Discussion: Michele changed her response to 10.2 to “yes”. Sarah will modify the survey to allow for a “not applicable” response to 10.4.1. The motion carried unanimously.
2. B.7 Communication Norms: Kevin moved, and Anneka seconded, to approve the above-named monitoring report. No concerns were raised about the reasonableness of the interpretation statements or adequacy of compliance data. Discussion touched on the following:
   1. B.7: The extent to which national political action comes into play as an “external material circumstance” warranting notifying the Board. Emilee shared how other area co-ops have responded to recent calls to action concerning immigration enforcement nationwide, and her own intention to reach out to her peers and to the Board regarding any such action BFC might take.
   2. Policy monitoring process: What should the process be if the Board accepts an interpretation statement as “reasonable” but one (or more) individual members wish the GM to modify it? Sarah stated that she logs suggestions for subsequent monitoring reports in the record of GM monitoring reports document, which is provided to the Board twice a year (as compliance data for this policy, and as part of the annual GM evaluation process.)
   3. The motion carried unanimously.
3. B.2 Financial Condition and Activities: Anneka moved, and Johanna seconded, to approve the above-named monitoring report. No concerns were expressed about either the interpretation statements or compliance data. As had been suggested when this policy was monitored in November, the suggestion was made to include specific detail on the Co-op’s current indebtedness within the compliance data statement for D.1 Discussion highlights:
   1. Late-breaking news: Emilee shared that we just learned that our CY25 insurance claims came in under plan by $123K. Employees now have access to a service called “Teledoc” which could help bring down claims by making access to doctor appointments easier and cheaper.
   2. Cash: We have been spending this down due to the refrigeration project. The Efficiency VT incentive payments will be recorded as “miscellaneous income”.
   3. Expense management: Mudith continues to meet with each department manager monthly. Margins are being tracked closer to real time rather than being adjusted at quarter end. We are now requiring oversight of purchases over a certain amount. We are not using our strong cash position to take advantage of pre-buy deals.
   4. Interest expenses: We are actively pursuing refinancing the mortgage. Even a 1% change in interest rate would yield $200K in savings over the life of a 15-year mortgage.
   5. Shrink: Very little is due to shoplifting. We are focused at the department level on reducing shrink. Our foodbank donations count as shrink.
   6. Margin: Q2 margins are lower than both the plan and last year, which helps with price perception.
   7. Personnel: Emilee stated that we should see about $5K in savings from managers voluntarily reducing their hours.
   8. FY26 projected net income: FY26 ABP calls for a nearly 250K deficit. We have eliminated a significant portion of that by having avoided retaining an executive search firm for the GM search. Q1 sales were soft, which has been mitigated by strong Q2 performance as well as the Efficiency VT incentives. Q3 will likely be slow and Q4 stronger. We should see some savings in electricity, water, and maintenance costs with the new refrigeration system. Mudith stated that if we maintain momentum, we could see FY26 sales of $27M with a profit.
   9. The motion carried unanimously. [Mudith exited]

GM Updates

Emilee provided late-breaking updates; discussion touched on the following:

1. Note a typo: under “FYI”, the YTD sales were $15.64M (includes catering).
2. Emilee has been participating in an area CEO roundtable organized by BDCC (Brattleboro Development Credit Corporation). It features good discussion and education about upcoming legislative priorities.
3. Pennies phase-out: No state-level guidance has been issued.  
4. Refrigeration update: We will be meeting with Turner Piping every week going forward. They have not given us a full timeline. They’ll be here soon with an electrician doing on-site prep work. Two truckloads of new cases have arrived. We are working with NCG on shelving and fixture accessories. We’ll schedule events (e.g. a spring case lot sale) to take people’s attention away from where the action is.  
5. Store closure: We closed early last Sunday and opened late on Monday due to the snowstorm. Most staff were able to use PTO as we provided 24 hours’ notice.

GM Annual Review

Michele summarized highlights in the packet memo about how the General Manager is evaluated and their compensation set. Next month the Board will review an updated summary of GM monitoring reports. The process will continue via an Executive Session in April; the goal is to finalize the GM’s FY27 compensation in May.

Board Committees

1. Board Recruitment: Michele stated that the committee will be developing a short pamphlet for prospective candidates. She reminded Board members to identify people who might be a good fit. She noted that changing Board compensation has been added to the “parking lot” document. She herself will not be able to spearhead such an initiative. Such a change requires shareholder approval, and a proposal would need to be developed in time for annual budget planning.
2. Shareholder Linkage:
   1. Sheena shared that they will be meeting with Ruth every Tuesday after the Board meeting, so there will be a collaboration between the Marketing Department and the Committee. The biggest takeaway is the new chalkboard at the bottom of the staircase. We’ll be putting up a question each month for shoppers to answer. Right now, it’s “What foods help you get through the winter months?” That question will also be on social media and can guide Board tabling to communicate about the Ends policies, and/or open guided conversations. Next up: figuring out a tabling schedule.
   2. Michele moved, and Evan seconded, to approve the committee charter as shown in the packet. Discussion touched on Food for Thought (FFT). Anneka shared that Board FFT updates might just consist of summarizing the chalkboard comments. The motion carried unanimously.
3. Finance: Kevin stated that he had really appreciated the latest meeting with Mudith and Emilee and that those meetings will be held quarterly. He hopes to meet with them in March as the ABP is being developed. He added that this committee might be a place where knowledgeable members of the shareholder community could serve in an advisory capacity, which could be a pathway to get people engaged in Board service. Other organizations he’s worked with (Food Connects, SEVCA) have had such committees. Sarah noted that Columinate’s next series of “Financial Training for Directors” begins on April 21 and is also available at any time via the CBLD Academy (link on front page of Board site).

Discussion: Beyond Monitoring Reports

Michele stated that when new ideas come up, such as adjusting compensation for Board service, or implementing new ways to review the GM, someone needs to pick it up and move it forward. One way would be to form a task force. Another would be for an individual Board member to do the research, ask for time on an agenda, and bring a proposal to the Board. A well-organized initiative could move forward through a series of three or four Board meetings.

March Policies to Be Monitored

Michele brought Board members’ attention to B.6 Shareholders, B.8 Conflict of Interest, and D.1 Board Duties. No questions or concerns were raised.

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. [Bert, Samia, and Emilee exited. Kathy had already exited but the time was not noted.]

Executive Session

1. At 7:16, Michele moved, and Johanna seconded, to enter Executive Session for the purpose of discussing the vacant Board seat. In addition to Board members, Sarah and Jerelyn were present (Sarah for all, and Jerelyn for part of the session).
2. At 7:52, Johanna moved, and Evan seconded, to exit Executive Session.
3. Michele moved, and Evan seconded, to appoint Jerelyn Wilson to the vacant Board seat, term expiring fall 2027. Discussion: none. The motion carried unanimously.

The meeting was adjourned at 7:53 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator