Board of Directors Meeting Minutes: January 2025

Meeting minutes of the Brattleboro Food Co-op Board of Directors , Monday, January 6, 2025

Present at Meeting

Board Members Present: Kevin Brennan, Calvin Dame, Denise Glover, Lee Halpern [Zoom], Anneka Kindler, Evan Silber, Sheena Tesch and Johanna Zalneraitis.

Directors Absent: Michele Meulendyk.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan.

Vice President Denise Glover called the meeting to order at 5:15 pm.

1. Welcome

Denise noted the meeting would be recorded. Board members read the communication norms out loud.

2. Shareholder Input

Board members reviewed recent shopper receipt survey comments and shareholder statistics. Discussion touched on comments critical of prepared foods and the predictable rise in sales and basket size during the holidays. Going forward, it may make sense to cover the more financially related datapoints during the GM Update portion of the meeting.

3. Approval of Minutes

Johanna moved, and Kevin seconded to approve the minutes from the December 2, 2024 meeting. Discussion: No minutes are recorded from Executive Session, per Board policy. The motion to approve the minutes carried unanimously.

4. Monitoring Reports

1. D.10 – Board Committees: Anneka moved and Johanna seconded to approve the monitoring report for D.10 – Board Committees. Discussion focused on what provision 10.4 is intended to accomplish. Sarah will research the history of this provision. The motion carried unanimously.
2. A.1 End #4 (sustainable/regenerative environmental practices): Johanna moved and Anneka seconded to approve the monitoring report for A.1 – End #4. Discussion touched on the potential use of Employee Retention Credit funds (which have not yet been received) as a match for the REAP grant, and on the breadth of activities engaged in on behalf of sustainability. No concerns were expressed with the interpretation statements or compliance data. Kevin indicated he would recuse himself due to a stated conflict of interest. The motion carried unanimously with one abstention (Kevin).

5. Board Committees

1. Shareholder Engagement: Anneka stated that the committee did not meet in December but would have something for the February meeting, and would get tabling started.
2. Board Recruitment: Calvin noted that this committee helps people transition toward the Board by meeting with people who have expressed interest, giving them the info they need, letting them know what’s in the Board’s purview, and seeing that they get the statement of interest material in. He reminded the Board that finding candidates is the work of all Board members. Information about when Board members’ terms expire can be found on the “Contact Info” page of the Board site.

6. Board Training

Denise and Lee shared their positive impressions of “Fundamentals of Interpersonal Communication – Let’s Focus on Feedback – Pt. 1”. They will each sign up for Part 2.

7. GM FYI Update

Anthony shared updates since the packet went out.

1. The Deli – Cheese pipe situation: A four-foot-long blockage was found in the pipe close to the Deli. This was removed. The contractor will return soon to finish blowing it out. This may take care of things, or we may still need to snake the entire 300’ run of pipe. Regular preventive maintenance going forward should help.
2. Inventory: We are exploring doing just two inventories per year, rather than quarterly: one at the end of the fiscal year, and one at the end of the calendar year. We are getting set up for perpetual inventory through Catapult, our POS (Point of Sale) system. This would save on both expense and hassle (we’ve had problems with the vendor who assists us with conducting inventories). Anthony noted that product shrink and interdepartmental transfers are tracked on an ongoing basis, and that managers are increasingly being held accountable on a financial period (monthly) basis. There should be no surprises at the end of each quarter.
3. Anthony described the need for a deeper dive assessment of projected revenue and expenses over the next five years. This process is starting with himself and Mudith, and will expand to include the management team over the coming weeks.
4. The REAP grant: Anthony noted that we would have to front the expense as we would be reimbursed at the end. We may need to obtain financing.
5. Housing Trust: The newly installed cameras in the back stairwell have led to immediate follow-up from the Brattleboro Police Department. We have reminded the Housing Trust that we cannot be responsible for ensuring their tenants observe safety protocols when fire alarms go off.

8. Upcoming Monitoring Reports

Denise brought Board members’ attention to policies being monitored next month: B.2 – Financial Condition and Activities and B.7 – Communication to the Board. No concerns or requests were made.

9. 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.

10. Meeting Closing

Board members shared observations about what is working well or not well about the meeting.

The meeting was adjourned at 6:34 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator