Board of Directors Meeting Minutes: January 2023

Brattleboro Food Co-op Board of Directors January Meeting Minutes

Monday, January 2, 2023

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

Staff, Shareholders, and Others Present: General Manager Lee Bradford, Store Manager Whitney Field (Zoom), and Board Administrator Sarah Brennan.

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

1. Welcome/Norms Jerelyn acknowledged Sarah’s work as Board Administrator, stating that the Board could not do its job without her behind-the-scenes work. She commented on the latest Food for Thought issue and how well Lee and Calvin’s articles reinforced one another. Board members reviewed the Board’s communication norms out loud and acknowledged those that had particular resonance for them this evening.
2. Shareholder Input
   1. Jerelyn noted that going forward, this will be an opportunity for Board members to share recent conversations they’ve had with shareholders.
   2. Board members reviewed recent shareholder stats. Lee noted that when Catapult goes online, we will be able to parse out shareholder shopping data with more granularity. Jerelyn noted that these stats pertain to our discount program and our shareholder working opportunities, which relate to directions we are headed in. We will revisit these numbers over time and be on the lookout for trends.
3. Board Minutes
   1. Denise moved, and Anneka seconded, to approve the December 5, 2022 minutes.
      Discussion: An edit was requested to the discussion about whether being a producer constitutes a conflict of interest.
   2. The motion to accept the minutes with one edit was carried unanimously.
4. GM Monitoring Reports
   1. Judy moved, and Denise seconded, to approve the GM monitoring report for B.5 Continued Operations. The discussion touched on how day-to-day operations could continue if we needed to hire for the HR and IT manager positions. The addition of the organizational chart with photos was welcomed. The motion carried unanimously.
   2. Denise moved, and Johanna seconded, to approve the GM monitoring report for B.7 Communication to Board. The discussion touched on the options of approaching the Board Vice President and/or using Executive Session to discuss any situations that pertain to B.7.3 (the former if the GM believes the President to be violating the policy.) The motion carried unanimously.
5. Board Monitoring Reports
   1. Judy moved, and Anneka seconded, to approve the monitoring report for C.1. Board Management Relations. Discussion: Jerelyn noted the consistency in Board responses. The motion carried unanimously.
   2. Denise moved, and Johanna seconded, to approve the monitoring report for C.2. Delegation to the GM. Discussion Jerelyn noted that this policy provides guardrails for the Board, stating that it helps the Board be professional and not micromanage the GM. The motion carried unanimously.
6. Upcoming Monitoring Reports
   1. Jerelyn called Board members’ attention to the policies being monitored in January: B.2 – Financial Condition and Activities, C.3 GM Job Contribution, and C.4 Monitoring Management Performance.
      Discussion:
   2. B.2: Jerelyn noted that Lee has been providing critical summary information within the monitoring report itself; full financial reports are available separately. Sarah will assemble a short list of facts about the Co-op – the scale of our business and what makes us unique – for Board members to be familiar with.
   3. C.3: Jerelyn noted that this policy makes clear that the Board’s evaluation of the GM consists of the review of GM monitoring reports.
   4. C.4: Vanessa suggested a revision to the policy as shown below. Sarah and Jerelyn will review the prior history of updates to this policy and consult Thane.C.4.5 The standard for compliance shall be any reasonable general manager interpretation of the Board policy being monitored. The Board is the final arbiter of reasonableness but will always judge with a “reasonable person” test by the board as a whole rather than with interpretations favored by individual Board members or by the Board as a whole.
      
      With respect to defining “Board as a whole”, it was suggested that this match other references to “majority” votes within the policies.
   5. Other: The discussion touched on ways the Board can make shareholder participation in meetings easier. This is a good issue for the Shareholder/Community Engagement Committee to take up. Once the Co-op’s website contains a shareholders-only section, it will be less cumbersome for shareholders to access Board-related information.
7. GM Updates – FYI, Lee shared updates since the packet went out.
   1. We sustained a high level of holiday sales over many days in a row. The team managed it with grace, which is reflected in positive shopper feedback.
   2. Catapult: Lee described an external database module that can help us integrate staffing/labor data with sales data. This will help us develop schedules in line with business ebb and flow. We will also be able to assess the effect of promotions and new items more effectively, such as by looking at displaced sales. Our initial priority is a smooth transition in store operations.
8. Board Retreat Follow-up Discussion
   1. Jerelyn stated that the goal tonight is to get on the same page: where are we going with this, what is our time frame, and what kind of actions do we need to be taking? Board members agreed that this work will lead to revising our Ends policies.
   2. Next steps: A task force comprised of all Board members except Calvin will meet in person on Jan. 17 @ 5 pm to develop a clear and robust statement of the Board’s overarching goal concerning addressing climate change and economic disparity. Jerelyn, Lee, and Sarah will develop materials ahead of time for that group to engage with. The full Board will follow up at the February meeting. The Board will keep shareholders informed throughout this process.
   3. Discussion highlights: The Board’s overarching goal, as stated in the packet materials, needs to be more robust. It should be combined with Lee’s vision statement. “Resilience” and “survival” are key concepts. We need to ensure our stability and ability to be a resource and cornerstone for our community. A focus on interconnectedness and synergy is needed. We should emphasize supporting local agriculture.
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. 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 7:45 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator

Archive of past Meeting Minutes