Board of Directors Meeting Minutes: July 2023

Brattleboro Food Co-op Board of Directors meeting minutes from July 10, 2023

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

[Staff Director Denise Glover stepped down from the Board in June when she was unable to work sufficient hours to qualify as a sub. See Board Policy D.8.5, which states that when a staff director is no longer employed by the Co-op, that person must vacate their Board seat].

Staff, Shareholders, and Others Present: General Manager Lee Bradford, Board Administrator Sarah Brennan, and shareholders Sheila Adams, Amanda Kenyon, and Naima Wade (all guests via Zoom).

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

1. Welcome/Norms: Jerelyn welcomed guests and acknowledged the Board’s communication norms.
2. Shareholder Input: Jerelyn invited guests to share why they chose to come to the meeting.
   1. Amanda Kenyon: Loves the Co-op, has lived in the area for 2.5 years and is looking to be more involved in the community, perhaps via Board service. Judy will follow up with her.
   2. Sheila Adams: Former Co-op employee. She suggested that the Board revise the second sentence of Policy B.3 Relationship with Employees to read, “The general manager shall not cause staff to be treated in any way that is unfair [etc.].” 

      She also asked whether, in light of bylaw 5.2 [which states that at least one, and no more than two, Board members shall be staff members], outreach was occurring to identify a staff member to run (or be appointed) for the Board to replace Denise Glover. Jerelyn responded that outreach has indeed been happening and that the Board would be entering Executive Session at the close of the meeting to address this very question]. 

   3. Naima Wade: Has been a shareholder since 1980 or ‘81. She described her work as a health science teacher, writer and performance artist, and founder of ALANA [now the Vermont Partnership for Fairness and Diversity]. She has some ideas that Jerelyn suggested she follow up on with Lee.
   4. Note: some numbers in the shareholder stats report are in red, indicating a decline in that indicator since the previous month.
3. Board Minutes: Judy moved, and V seconded to approve the June 5, 2023 minutes. Discussion: Some issues discussed in the minutes were clarified, but no changes to the minutes were deemed appropriate or necessary.
   The motion to accept the minutes passed unanimously.
   
   
4. Board Committees:
   1. Background: John explained that the motivation to simplify this policy was in response to comments on last month’s monitoring reports. V moved, and Johanna seconded to approve the following change to policy D.4.1.Outside monitoring assistance will be arranged as needed so the Board can exerciseconfident control over its performance. This includes but is not limited to fiscal audit of the Board budget.  The Board may decide to ask for outside assistance in considering its process and performance.  This may include a fiscal audit of the Board budget.

      There was no discussion. The motion carried unanimously.

       

   2. Community and Shareholder Engagement: Lee shared that he, V, and John met to pursue the film series idea. The Jan/Feb/March timeframe is best, with a documentary, feature film, and children’s film each month. Donations would cover the space rental and perhaps free popcorn for shareholders. We could pair this with guest speakers. V has already curated some selections. Our Marketing department would handle publicity. V asked that Board members be in touch with her if they have any favorite food-based films.
   3. Board Member Recruitment: Board members are urged to attend the August 30 “Meet the Candidates” event in the community room [Post Board meeting update: This has been rescheduled for September 7.].Incentive: there will be ice cream. Candidates will talk briefly about why they’re running and answer any questions. The Committee also discussed whether union stewards should be able to serve on the Board. The question and concern is whether there is a conflict of interest. Lee will ask Kristi Bowers at NCG about how other co-ops handle this, and Jerelyn will research whether there are other unionized co-ops that allow staff on their boards.
   4. Annual Meeting Planning: Judy shared the rationales that she, John, and Jerelyn developed for holding a World Café and the Board provided feedback on the three questions to be asked. Note: Participants would change tables each round, interacting with new people each time.
      1. Describe my relationship to food and the connection with my relationship to the BFC.
         Initial suggested change: “What is my relationship to food and how does that connect me to the Co-op?”Subsequent suggested change: “What is my relationship to the Co-op?” or “What connects me to the Co-op?”
         Rationale: It might be something other than food, plus for some people their relationship to food is too personal or fraught.
      2. How does the BFC fit into the future I imagine?
         Initial Comment, suggested before the first question was revised: Add a few clarifying words.
         Comment: This and the next question are meant to get at “What is the Co-op’s relationship to the community?”
      3. What’s possible for the BFC?
         Suggestion: When introducing this exercise, frame the questions along these lines: “Reflecting on your relationship to food and your thoughts about food systems…Calvin will set up some table host training sessions soon. Johanna and V are open to serving as table hosts. On a separate note, John commented that providing the annual report in new shareholder packets would be “too much, too soon”.
5. Progress on New Ends:
   1. Background: Following the June Board meeting, the Board charged Lee and Jerelyn with fine-tuning the most recent version of the Ends policies developed by the Task Force (see May Board packet). Lee and Jerelyn condensed the six Ends down to four and modified them slightly to make them more Ends-language focused. Lee also provided interpretation statements. Every effort was made to keep the language the same as what the Task Force had landed on. For tonight, Jerelyn asked how this looks: does it seem good, or does it need work?
   2. Discussion: In End 1, “open” refers to the BFC being open to all shoppers, not just shareholders. “Responsibly sourced” can mean a lot of things, such as union-made, or fair trade. It will likely entail local, due to the impact of transportation. In the event a new GM comes up with an interpretation the Board finds misses the mark, a committee can be formed to revise the Ends accordingly. A few edits were suggested.
   3. Johanna moved, and Calvin seconded, to adopt the new Ends.
   4. Discussion: A few additional edits were suggested. The Board agreed via consensus to table this until August. All suggested edits shown below.The Brattleboro Food Co-op, an organization modeled on cooperative values and principles, exists to serve its shareholders collective needs for:
      1. An open, inclusive and welcoming marketplace
      2. Access to and education about ecologically sound friendly, responsibly sourced goods and nutritious food and responsibly-sourced goods 
      3. An organization that contributes to a just and resilient local economy
      4. An enterprise that engages in sustainable and regenerative environmental practices
6. GM Monitoring Report: B.1 Financial Planning:
   1. This was held over from June in light of union contract negotiations still underway at the time. John moved, and Judy seconded, approve the B.1 Financial Planning Monitoring Report. Discussion: No concerns were expressed about the interpretation statements or compliance data. Lee noted, as he did last year, that demonstrating compliance with this policy as it’s currently worded entails proving a negative; all he can do is state that he is in compliance. The motion carried unanimously. 
   2. Discussion of the Annual Business Plan and 3-Year Plan touched on the following:
      1. The industry-wide split in grocery industry between – as Lee phrased it – better-off folks concerned about the environment, and others who just need food on the table. We are shifting our focus to making healthy food accessible to all shoppers, rather than on trying to compete on low-cost conventional options (which ironically, has hurt our price perception).
      2. Online shopping and delivery: The transition to Webcart will provide a much better shopper experience because what’s shown online is tied to actual on-hand inventory. Delivery serves a need by ensuring food access for the elderly, and providing a convenience to working families. The question with delivery is how to pass on the costs. We could waive the fee for FFA shareholders, or explore collaborations with existing meal-delivery services (Meals on Wheels). The drawback of working with Instacart is that their long-term strategy is to corner the market on delivery, open food distribution centers, and ultimately replace local grocers.
      3. Price perception: Along with the industry as a whole, we have lost ground over the 1.5 years. Plus, increasing transportation costs and supply chain disruptions disproportionally affect smaller stores like ours.
      4. The compensation structure framework proposed for the new union contract is intended to bring our lowest-paid positions up to market rate, mitigate wage compression, and reward seniority.
      5. Our approach to community members trying to get back on their feet has been resulting in much more positive relationships, which we believe is resulting in fewer in-store problems.
      6. The future role of catering and business consulting services: In the catering space, we are exploring relationships with venues and businesses, not just individuals. In business consulting, we are aiming for “proof of concept” as a start.
      7. Debt reduction efforts: This includes making our money work for us via better managing our savings and spending accounts.
      8. Shrink/loss prevention tools: With Catapult and real time inventory, we’ll be better able to ascertain the impact of theft. There will be an audit trail for everything that comes into the store. We can look at an outlier report every day and review camera footage as necessary.
7. Board Monitoring Report:
   1. Judy moved, and John seconded, to accept the monitoring for D.9 Board Relationship to Shareholders.
   2. Discussion touched on the following points:
      1. Policy 9.1 could be understood to be asking “Are we obtaining our authority from the shareholders? Are we accepting the fiduciary and legal responsibility to represent their best interests? Are we making informed decisions? Is this how we’re operating?”
      2. Board members’ legal responsibility is the duty of care (are assets used prudently?), the duty of loyalty (to the organization’s best interest) and duty of obedience (being in compliance with our bylaws and any other laws). Were the Board to be the subject of legal action, this is what an attorney would be looking at. Note: The Co-op has Directors and Officers Insurance policy that shields individual Board members from liability.
      3. Jerelyn noted that this speaks to the importance of staying on top of things, being intentional in one’s acceptance of (for example) the GM’s plans. Stay tuned for more information about the legal responsibilities of Board members.
      4. The Community and Shareholder Engagement committee has identified numerous ways the Board already gets information from shareholders. That said, Jerelyn will ask the committee to take up conducting a shareholder survey.
      5. The CS&E committee charter should be updated to reflect its responsibilities outlined in policy 9.3.
   3. The motion carried unanimously. 
8. GM Updates – FYI: Lee shared updates since the packet went out.
   1. Emilee Madden got married last weekend. Huzzah!
   2. Sarah has shed some general administrative functions in favor of assuming the additional role of Sustainability Coordinator.
   3. Weekly financial reporting should be published in the Beet again, now that Anthony has gotten settled in his CFO role.
9. Upcoming Monitoring Reports: Jerelyn brought Board members’ attention to the policies being monitored in August: B.2 – Financial Condition and Activities, A.1 End #1 (Reasonably priced food and products…), and B.12 – Management Succession. Board members are urged to consult their mentors or other Board members with any questions.
10. 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. 

11. Executive Session: At 7:47 pm, Anneka moved to go into Executive Session to discuss the Board seat made vacant by staff director Denise Glover. Johanna seconded the motion, which carried unanimously. Present during Executive Session were Board members, Lee, and Sarah. At 8:00 pm, Michele moved, and Anneka seconded, to exit Executive Session. The motion carried unanimously.Recruitment efforts to encourage staff members to run for the Board will continue via a notice in the Beet and fliers in staff areas. A status update will be on the August Board agenda.
12. 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 8:10 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator

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