Board of Directors Meeting Minutes: January 2022

Brattleboro Food Co-op Board of Directors January Meeting

Held via Zoom

Monday, January 3, 2021

Directors Present: Calvin Dame, Nick Dickison, Judy Fink, Denise Glover, John Hatton, Michele Meulendyk, Jerelyn Wilson, Johanna Zalneraitis. Staff. Shareholders and Others Present: Interim General Manager (and Store Manager) Whitney Field, Board Administrator Sarah Brennan, shareholder Sheila Adams. 

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

1. Welcome/Norms: Jerelyn welcomed Sheila, our one visitor tonight. Calvin, Judy, and Nick read the Communication norms.
2. Shareholder Input : 
   1. Jerelyn stated to Sheila that at her request, she’d shared Sheila’s email to her (containing an excerpt from John Carver’s Policy Governance website), with the Board. Board members responded by requesting that Sheila provide background information or clarify what question she has. 
   2. Sheila asked how can the Board be sure it is getting enough information to do its job, particularly with respect to personnel issues. 
   3. Jerelyn stated that the Board will be digging into the topic of how the Board gets its information and is it enough for the Board to do its job.
3. Board Minutes: Judy moved, and Calvin seconded, that the December 6, 2021 and December 13, 2021 minutes be approved. Discussion: none. The motion carried unanimously. 
4. GM Monitoring Report: B.5 Continued Operations  
   1. Denise moved, and Johanna seconded, to approve the Monitoring Report for B.5 Continued Operations. 
   2. Interpretation Statements: No concerns were expressed about any interpretation statements. Whitney clarified that with respect to B.5.2 (“they have all been urged to share the locations of important information”), managers have indeed shared this information with assistant managers or other appropriate staff (varies by department).
   3. Compliance Data: No concerns were expressed about any data presented, with one exception: Under B.5.1.2, the statement “furthermore the board has relationships with most of the members of the core team” is not strictly true of this new Board. It was suggested that for the purposes of complying with this policy, Board members should be able to put faces to names. Accordingly, Core Team members will be invited to the beginning of the next Board meeting to introduce themselves, as happened last year when the new IT and HR managers were hired.
   4. Other discussion highlights:  
      1. How often does the Core Team meet, and what do they discuss? (Weekly on Tuesday mornings; any projects each manager is working on and anything collective they’re all working toward.) 
      2. Who is handling Store Manager responsibilities while Whitney serves as interim GM? (Whitney is still the store manager; she has delegated some of her responsibilities to other managers.) 
      3. Who is the backup for Store Manager in the event something happens to Whitney – who would be receiving Board-related information? (See B.5.1.1.1 compliance data: retail operations would be handled by the Marketing Manager, Jon Megas-Russell. Going forward, Sarah will ensure Jon receives a copy of the Board packet.)
   5. The motion carried unanimously. 
5. GM Monitoring Report: B.7 Communication to Board
   1. John moved, and Denise seconded, to approve the monitoring report for B.7 Communication to Board. 
   2. Interpretation Statements and Compliance Data: No concerns were expressed about either. The history of monitoring reports was a helpful addition to the compliance data this year. 
   3. The motion carried unanimously.  
6. Board Monitoring Reports:
   1. Judy moved, and John seconded, to approve the monitoring report for C.1 Board/Management Relations.
      Discussion: Jerelyn noted that with respect to 1.2 (“All requests for information will be made to the general manager and not to the staff”) the GM Search Committee did – with Sabine’s authorization – communicate with a variety of staff. The motion carried unanimously. 
   2. Denise moved, and Michele seconded, to approve the monitoring report for C.2 Delegation to GM. Discussion: none. The motion carried unanimously.  
7. Preparation for Upcoming Monitoring:
   1. Jerelyn called Board members’ attention to the policies to be monitored next month (GM: B.2 Financial Condition and Activities and Board: C.2 Delegation to GM.) With respect to B.2, she noted that the compliance data includes a quarterly financial report; the Board is not charged with approving the financial report itself, but the monitoring report that it is a part of. 
   2. The Board discussed ways of communicating the Co-op’s impact on shareholders, staff, and community aside from just financial data. Much of this is communicated in the Annual Report via excerpts from the GM’s November monitoring report on A.1 Ends. The Community/Shareholder Engagement committee could consider taking this up. 
8. GM Updates:
   1. Whitney provided updates:  We have had four employees test positive for COVID. All are either recovered or in recovery. One has returned to work already and another will be returning shortly. Our safety protocols are good and have kept us with very low numbers from the very start but this new variant is very transmissible. We may expect to see additional cases stemming from holiday gatherings. The majority of the staff is vaccinated, and a vaccination policy is going into effect in February (employees must either be vaccinated or be tested weekly – this is an upcoming OSHA mandate).
   2. Our record day of sales – over $145,000 – was a “constant dead run” on the floor. The next day, the store looked pretty good; Whitney was amazed and impressed by her crew.
9. Open Board seat: 
   1. Context: There is a vacancy on the Board; Steffen Gillom stepped down immediately prior to the elections. His seat was due to expire in 2023. Board policy [D.8.4] calls for the Board to decide to either leave the seat open until the next election or to appoint someone. Jerelyn stated that this evening’s conversation would focus on what are we looking forward to with respect to the qualifications we’re seeking. Next month, she would expect Board members to have identified people in their networks who might be open for consideration, and the Board will take up the conversation in Executive Session as called for in D.8.4.
   2. Ideas raised: 
      • someone with a financial mind, who is comfortable with spreadsheets and able to tell the stories revealed within financial reports
      • someone who is good at listening, a team player, and has the Co-op’s interests at heart
      • the seventh person in the last election, who ran for the Board was willing to serve and has filled out a candidate statement, and undergone Columinate’s CBL 101 training
      • somebody from a non-white demographic
   3. Board members were encouraged to pass any names along to Judy (in her Board Recruitment Committee capacity). 
10. Board Committees: 
    1. Board Member Recruitment: Judy will schedule an initial meeting with Calvin and Michele, and aim to bring a charter to the Board for approval at the February meeting.
    2. Community/Shareholder Engagement: Jerelyn, Denise, John, and Johanna will figure out a time to meet.
    3. Search Committee: Board members wishing to attend a Search Committee meeting should alert Sarah. Our consultant Carolee is screening someone. 
11. Reminders:
    1. Board retreat: Saturday, January 15, 3 pm – 6 pm (via Zoom). Whitney will be attending as well. 
    2. Food for Thought: John is continuing to write up interviews with Board members.
    3. Denise has organized store tours with Jon Megas-Russell for interested Board members. 
12. Meeting Outcomes: Board members and guests shared what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought. 
13. Executive Session: 
    1. At 6:56 pm, John moved and Johanna seconded that the Board enter Executive Session for the purpose of discussing a confidential personnel matter pertaining to the interim GM; the motion carried unanimously. Sarah and Whitney were present during Executive Session. 
    2. At 7:18 pm, Judy moved and Denise seconded to exit Executive Session. The motion carried unanimously.
14. Meeting Closing: Board members and guests shared their responses to the question “how did the meeting go for you”. 

The meeting was adjourned at 7:26 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator

Board of Director Meetings are open to all Shareholders, and all Shareholders are encouraged to attend and participate. The meetings are on the first Monday of each month with the exception of holiday Mondays, in which case the meeting is pushed to the following Monday. Be sure to reach out to RSVP with the Board Administrator prior to the meeting for a “Zoom” link.

Archive of past Meeting Minutes