Board of Directors Meeting Minutes: July 2024

Meeting minutes from the Monday, July 8, 2024, Board of Directors meeting.

Present:

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

Directors Absent: Calvin Dame and Vanessa Vadim.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Director of Accounting and Finance Mudith Kalutota, Board Administrator/Sustainability Coordinator Sarah Brennan, and Shareholder Kevin Brennan.

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

1. Welcome Norms

Jerelyn welcomed guests and Board members and staff took turns reading the Board’s communication norms aloud.

2. Shareholder Input

The Board reviewed receipt surveys and shareholder statistics, noting recent jumps in the number of current, working, and Food for All shareholders, as well as an uptick in the number of volunteer hours put in by working shareholders.

3. Board Minutes

Judy moved and Michele seconded to approve the June 3, 2024 minutes. Discussion: none. The motion to approve the minutes carried unanimously.

4. Monitoring Reports

Jerelyn noted that the order of agenda items was shifted so that insights gleaned from reviewing the monitoring reports could inform Board committee work this month.

1. Denise moved and Anneka seconded to approve the monitoring report for D.9 Board Relationship to Shareholders. Discussion touched on the following points:
   1. The perennial sense that the Board does not have all the information it would like about shareholders.
      
   2. Shareholder engagement as a series of concentric circles, with shopping at and joining the Co-op as the outermost circles, becoming a working shareholder and/or attending Co-op-sponsored events as inner circles, and Board service as the inner-most circle. Each level of engagement offers the opportunity to ask particular questions of shareholders.
      
   3. The distinction between questions of interest to operations (e.g. food preferences) vs those of interest to the Board (e.g. values and vision).
      
   4. Steps the Community and Shareholder Engagement (C&SE) Committee might take, such as reviewing the notes from the 2023 Annual Meeting’s World Café conversations or receipt survey comments, identifying conversational prompts to help the Board further clarify what information it needs about shareholders, and what its role should be.
      
   5. The importance of engaging with younger shoppers and those with families, particularly now that COVID is no longer such an obstacle to gatherings.
      
   6. The need to refocus the C&SE Committee on shareholders (which is what the Board is charged with representing), and not so much the community at large (which is an operational function); a revision to the committee charter may be in order.
      
   7. How Policy 9.3 (“The Board ensures that the process of becoming a shareholder in the Co-op is clear and available to everyone”) relates to Policy B.6 – Shareholders and whether the former can be folded into the latter.
      
   8. The motion carried unanimously.
2. Judy moved and Denise seconded to approve the monitoring report for B.4 Asset Protection. Discussion: No concerns were expressed with the interpretation statements or compliance data. The motion carried unanimously.
   
3. Michele moved and Johanna seconded to approve the monitoring report for B.1 Financial Planning. Discussion touched on the following points:
   1. Interpretation statements: The interpretation statement for B.1.1 – Planning: Given that the Ends are aspirational, is the use of the word “achieves” appropriate? Anthony responded that the policy gives him the leeway he needs via the words “deviate materially”.
      
   2. Compliance Data: No concerns were expressed about the relevance or appropriateness of the compliance data.
      
   3. Plan Highlights and Assumptions:
      1. Overall, FY24 actuals were used in establishing assumptions for FY25. FY26 and FY27 projections are similarly established.
         
      2. Healthcare: We had planned for spending $500K on healthcare related expenses in FY24; we actually spent ~$900K. We are self-insured and experienced more claims than we had anticipated toward the end of FY24. The plan for FY26 assumes a similar spend and factors in inflation.
         
      3. Sales: We missed $100K sales in FY24 (and consequently the ~$30K in margin), so we adjusted our expectations accordingly for FY25 – 27.
         
      4. Repairs and Maintenance: With an aging building, we can’t downplay this.
         
      5. Pay increases: We are assuming a 3.25% increase for union members and managers (except for Core Team members).
         
      6. Vermont’s new childcare tax credit will result in a new $30K expense.
   4. Year by year projections: FY25 is projected to result in a $97K loss. FY26 is projected to result in a net income of $64K based on modest sales growth, expansion of the catering operation, and reduction in interest payments (currently about $200K/year – will decrease by about $15K/year). We’re projecting $167K net income in FY27.
      
   5. Capital budget: We are working on finalizing this.
      
   6. Systems in place to become aware of imprudent activities: Anthony maintains a close awareness of expenses, reviewing them every day with Mudith and addressing any concerns with department managers.
      
   7. Patronage dividends: Anthony believes it is unlikely the Board would be in a position to declare a patronage dividend within the next three years. The dividends issued recently were made possible by COVID relief funds.
      
   8. The motion carried unanimously.

5. Board Committees

1. Policies and Bylaws:
   1. The Board discussed whether to recommend that Board compensation be increased in order to attract a more diverse pool of candidates, and whether a fixed stipend or an increased discount would be preferable, factoring in ease of administration, impact on the Co-op’s bottom line, and appeal to potential candidates.
      
   2. The Board would like to consider a motion for a 20% discount for patron directors, paid time off for staff directors, and the option to continue banking excess hours once Board service has ended. Sarah will craft a motion for the Board to consider via an email vote prior to the August meeting. The accelerated timing is in light of the need to develop communication materials for August Food for Thought issues.
2. Community and Shareholder Engagement (C&SE): Anneka described how the committee’s work could be structured around specific deliverables, such as surveys on needs/values/goals, tabling and educational events, and Food for Thought articles; each could have associated targets (# responses, # participants, click/open rates for articles).
   1. Board Recruitment: Social media posts geared toward recruiting new members have been going up. Judy will be writing a Food for Thought article about the 6/18 outreach event. Jerelyn urged Board members to step up recruitment efforts.
      
   2. Annual Meeting: The proposed questions for the registration form are appropriate for assessing shareholder engagement. The Retreat Farm will handle children’s activities. There will be a panel of Commitment to Community partners/volunteers to talk about their experiences. The North Barn is open to visitors; all are encouraged to check it out. A postcard will go out in August to promote the meeting.

6. GM FYI Update

Anthony shared updates since the packet went out:

1. Boiler failure over the weekend: The resulting leak lead to closing early on Saturday and remaining closed Sunday. ServPro has been retained for cleanup. Some product will likely be discarded. The boiler is owned by the condo association (i.e. jointly by the Co-op and WWHT).
   
2. Other refrigeration issues: Meat and Grab ‘n Go coolers have been struggling; we’ve been using a refrigerated truck from PFG (a vendor) to store product.
3. Staff Survey: We are hoping for a 50% response rate.
   
4. Customer experience: We monitor whether customers are being greeted by someone other than a cashier because this statistic is correlated with higher levels of overall customer satisfaction – plus it deters theft.
   
5. USDA REAP grant match: We will cross that bridge when we come to it.
   
6. EBT testing: Our $20 minimum for online ordering purchase is causing some transactions (those being split between EBT and a credit card) to fail.

7. Upcoming Monitoring Reports

Discussion focused on what data would be helpful to demonstrate compliance with End #1. Board members cited the expanded Wi-Fi coverage, shopper receipt surveys, demographics of new shareholder signups, FFA enrollment trends, holiday closure messaging, newsletter stats, and availability of products for specific communities and holidays.

8. 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.

9. Meeting Closing

Board members and remaining guests shared their responses to the question “how did the meeting go for you”.

10. Executive Session

1. At 8:00 pm Denise moved, and Michele seconded, that the Board enter Executive Session for the purpose of discussing a personnel matter. Anthony and Sarah were present.
   
2. 8:36 pm Judy moved and Anneka seconded to exit Executive Session.

The meeting was adjourned at 8:40 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator