Board of Directors Meeting Minutes: January 2024

Meeting Date:

Monday, January 10, 2024 

Present at Meeting

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

Directors Absent: Vanessa Vadim.

Staff, Shareholders, and Others Present: CFO Anthony Santorelli, Director of Food Services Elias Abdul Sater, Board Administrator/Sustainability Coordinator Sarah Brennan. Shareholders Sheila Adams [Zoom, arrived late] and Kevin Brennan. 

President Jerelyn Wilson called the meeting to order at 5:18 pm. 

1. Welcome/Norms:

Jerelyn welcomed guests and acknowledged the Board’s communication norms. 

2. Shareholder Input: 

1. Kevin Brennan stated that he was here to listen and take in the process, having served on other boards. 
2. Shopper feedback and shareholder stats were reviewed. Reminder: staff follow up with those who provide contact information. GM Search: There will be an Executive Session at the end of tonight’s meeting. 

3. Board Minutes:

Judy moved, and Denise seconded to approve the December 4, 2023 minutes. Discussion: None. The motion carried unanimously. 

4. Board Committees: 

1. GM Search: There will be an Executive Session at the end of tonight’s meeting. 
2. Policies and Bylaws: Calvin moved and Michele seconded to approve the committee charge in the packet, as shown below. 
   • The Policy and Bylaw committee’s charge is to: 
     1. Review BFC bylaws and Board policies and make recommendations to the Board about changes based on the following criteria: 
        1. Does the bylaw/policy reflect how the Co-op and the Board actually function? 
        2. Does the bylaw/policy give the Co-op and the Board meaningful guidance? 
        3. Is the language easily understandable and with the intention of being inclusive
     2. Coordinate with the Board about communicating with membership about proposed bylaw changes. 
     3. Support the Board in updating policies from any current and past monitoring reports, and as needed. 
     4. Operate in accordance with the Board policy on Board Committees (D.10) 
        
        Discussion: Michele will serve as committee chair; she read the draft charter. There was no other discussion. The motion carried unanimously. 
3. Board Member Recruitment: The Board will approve the charter at the next meeting; this will not hold up their work in the meantime. Denise will serve as chair. 
4. Community Shareholder and Engagement: They will meet next week. Sarah suggested that the committee include scheduling and coordinating Food for Thought articles from the Board. 
5. Upcoming Board retreat: Jerelyn stated that we won’t spend a lot of time on committee work at the 1/27 retreat. Our new Columinate consultant, Molly Snell-Larch, will facilitate the retreat. 

5. Monitoring Reports 

1. Anneka moved, and Johanna seconded, to approve the monitoring report for C.3 GM Job Contribution. Discussion: Jerelyn noted the Board was aligned in its responses. Sarah inadvertently The motion carried unanimously. 
2. Judy moved, and Michele seconded, to approve the monitoring report for C.4 Monitoring Management Performance. Discussion: None. The motion carried unanimously. 
3. Johanna moved, and Denise seconded, to approve the monitoring report for End 4 – …an enterprise that engages in sustainable and regenerative environmental practices. Discussion focused on the following:
   1. No concerns were expressed about the interpretation statement, which clarified what would be addressed in this report, rather than other monitoring reports, such as End 2 or B.3. 
   2. Board members were impressed by how comprehensive and detailed the report was. 
   3. Sarah stated that the report reflects the process she used to frame the scope of her new responsibilities as Sustainability Coordinator. In the future it may look different, as it will likely include more information about progress meeting specific targets and goals. 
   4. Board members expressed a desire for regular sustainability updates in Board packets. 
   5. The motion carried unanimously. 

6. Core Team Updates – FYI:

Core Team members shared updates since the packet went out. 

1. Rolling out reusable containers: We have the materials (plates, bowls, cutlery) ready. The next step is to set up the bussing station with dish carts and the trash/recycling bins in the corner of the café. The ice machine will be moved to the water fountain location. Facilities staff will be responsible for swapping out dish carts, and kitchen staff will wash the dishes. 
2. Sales: We had a great Christmas week. We are well above last year in sales, and on track with what we called for in the ABP. If we get the sales we planned for and the margin tied to those sales, and if we manage expenses, we will be where we want to be. 
3. Trends: We did some research into declining sales. While we did notice a short term drop in Elder shoppers after we removed the discount, we don’t have the resources to quantify that right now. We weren’t able to uncover anything specific to suggest there was a reason anything had changed. Basket size has dropped a little bit, as has the transaction count. We have a little less traffic going through the store. Michele noted that this is in keeping with national trends of people shopping at multiple stores to maximize their purchasing power in light of inflation outpacing income. 
4. Cash: We had been down about $300K due to paying for Catapult and some unexpected expenses. We have since rebuilt our reserves to $1.75M. 
5. Employee Retention Credit: We filed for $1.6M in tax credits, and we’ve heard we are still in the queue to receive this. The government has slowed down paying out these funds. 
6. Technology: ECRS has informed us that they don’t plan to integrate GreenChoice’s health and sustainability information into the shelf tags generated by their Catapult software. GreenChoice will be lobbying for them to change their mind on this. 
7. Christmas food drive: We were able to produce almost 4,000 free meals using donated food and shareholder help. We delivered these meals to food shelves in Brattleboro, Putney and Keene as well as to area hotels housing those in need. We are hoping to partner next year with a community kitchen in Keene, as well as the Monadnock and Franklin Community Co-ops. 

7. Upcoming Monitoring Reports:

Jerelyn brought Board members’ attention to the policies being monitored in February: B.2 Financial Condition and Activities, B.7 Communication to Board, and D. 10 Board Committees. 

8. 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. 

9. 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?” 

10. Executive Session: 

1. At 6:21, Denise moved, and Johanna seconded, to enter Executive Session for the purpose of discussing a personnel matter. Sarah was present in addition to Board members. 
2. At 6:26, Johanna moved, and Michele seconded, to exit Executive Session. 

11. Board Appointment:

Judy moved and Denise seconded, to appoint staff member Evan Silber to the Board to fill the remainder of the open term (term expires 2025). Discussion: It’s great to see someone stepping forward! The motion carried unanimously.  

12. Executive Session:

1. At 6:27, Michele moved, and Judy seconded, to enter Executive Session for the purpose of discussing a personnel matter. Sarah was present in addition to Board members. 
2. At 8:31, Judy moved, and Anneke seconded, to exit Executive Session. 

13. General Manager Decision: 

1. Judy moved, and Denise seconded, to offer the position of General Manager to Anthony Santorelli. 
2. Discussion: Either candidate could do the job, and we want to focus on maintaining our trajectory. 
3. The motion carried with one opposed (Calvin) and one abstention (Anneka). 

The meeting was adjourned at 8:45 pm. 

Respectfully submitted, 

Sarah Brennan, Board Administrator/Sustainability Coordinator