Board of Directors Meeting Minutes: June 2022

Brattleboro Food Co-op Board of Directors June Meeting Minutes

Meeting date: Monday, June 6, 2022

Directors Present: Calvin Dame, Judy Fink, Denise Glover, John Hatton, Michele Meulendyk, Jerelyn Wilson, and Johanna Zalneraitis (Zoom). Note: Nick Dickison and Yoshi Manale each stepped down in May. Staff, Shareholders, and Others Present: General Manager Lee Bradford, Finance Manager Ken McGee (Zoom), Store Manager Whitney Field (Zoom), Board Administrator Sarah Brennan, shareholders Sheila Adams (Zoom), Kirby Veitch, Jerry Ann Jacobs, and Gary Stroud.

President Jerelyn Wilson called the meeting to order at 5:23 pm. Welcome everyone, to our second in-person and online Board meeting!

1. Welcome/Norms Jerelyn welcomed everyone. Board members took turns reading the communication norms aloud.
2. Shareholder Input 
   1. Jerelyn asked for guests to introduce themselves. Jerelyn stated that having guests helps hold us accountable to shareholders. She asked that questions or comments be shared with Sarah afterward for resolution/answers.
   2. Jerelyn noted that the feedback stats in the packet from Jon Megas-Russell cover all shoppers, not just shareholders.
3. Board Minutes Judy moved, and John seconded, that the May 2, 2022 minutes be approved. Discussion: none. The motion carried unanimously.
4. GM Monitoring Reports Denise moved and Calvin seconded that the Board accepts the monitoring report for B.1 Financial Planning. Jerelyn noted that the Board is tasked with approving the monitoring report itself – not the three-year plan, which is being presented as compliance data for the monitoring report.

   Discussion: No concerns were expressed about the interpretation statements or compliance data. Discussion on the Three Year Plan touched on the following:

   • Note: The statements in Section 1.1.6. were included by mistake; they pertain to the D.12 Management Succession.
   • Ghost Kitchens and Dark Stores: A “dark store” takes orders and delivers, but has no retail face. A “ghost kitchen” prepares food and delivers/sells it, but there is no restaurant or seating. Larger chains are experimenting with these in response to COVID and increasing labor costs. Lee stated that the Co-op’s approach will be different: our face-to-face experience is our differentiator.
   • “Expanded b to b” (business to business): it’s when a grocery chain creates prepared foods to sell to restaurants, helping the restaurant side avoid labor in their kitchens. This is not widespread outside of dense metropolitan areas right now.
   • Community focus: Our focus on community is a big selling point.
   • Merchandizing: This is one of the biggest opportunities we have to grow top-line sales. We had mixed results with our Memorial Day displays and will continue to test different approaches. We’ll be adding a position to the team whose sole purpose is to tell the story about our products and to link our external marketing with actual displays in the store. We also have opportunities to showcase local items at the registers.
   • Social Media “Key Markets”: We run print and some radio ads in MA, NY, and CT. We need to do some marketing analysis and pitch digital ads to folks coming to Vermont as tourists. We won’t discontinue print advertising, but that’s not where the future is.
   • Data collection: We can do better in personalizing the shopper experience – for example, by offering people coupons for the specific items they tend to buy. This does not need to involve asking people intrusive questions.
   • Employee reward and recognition: We can do a better job institutionalizing this at the individual and team levels.
   • Point of Sale system: We won’t move to Catapult until after the holiday season. We can repurpose existing hardware, but we’ll be gradually replacing our scales.
   • Catering: We already do a fair amount of catering but there is room for more. Gallery Walk was a great proof of concept. Our Deli offerings have our highest margin.
   • Shrink: Shrink is an unfortunate reality in retail, and we’re going to have security coverage at all times. We are focusing on where to make investments in our staff to focus on loss prevention. We’re retraining the team, and we’ve just hired the Facilities Manager position. Until we have Catapult in place, we don’t have a good way to measure shrink. A big focus, in addition to dedicated staffing, is customer service training: eye contact, smiles, and a hello are huge deterrents to theft. At the same time, we want to be engaging with people who steal because they’re hungry. Are they aware of the resources available to them?
   • Shareholder Dividends: We want to work toward the financial health that would allow the Board to decide whether to offer patronage dividends in the future. FY23 is a pivotal year for us.

     The motion carried unanimously.

5. Board Monitoring Reports 
   1. A. D.4 Cost of Governance: John moved and Michele seconded that the Board approves the monitoring report for D.4 Cost of Governance. Discussion: We might consider moving policy 4.1.3 to D.9 – Board Relationship to Shareholders, where it would appear to fit more logically.

      The motion carried unanimously.

   2. D.5 Records Policy: Calvin moved and Denise seconded that the Board approves the monitoring report for D.5 Records Policy. Discussion: none.

      The motion carried unanimously.

6. GM Updates  Lee shared updates since the packet went out.
   1. Compensation Adjustment: The Co-op and the Union have finalized a Letter of Understanding on the proposed market adjustment for compensation. It has to be ratified by the BU members. The plan is to raise our starting wage to $15/hour; to avoid wage compression, all other staff would be adjusted by 8.5%. We need 2.3% growth next year to be able to support that long term. Lee thanked Ken for all his work to help us understand what we can do in a responsible manner.
   2. Upcoming events: We are preparing for Juneteenth, Fathers’ Day, and the 4th of July. Our Marketing and Community Relations Manager, Jon Megas-Russell, is out on leave. We have hired a part-time temporary support person with experience merchandising in the grocery space to help us keep track of radio ads and print fliers.
7. GM Plan Moving Forward  Lee shared a PowerPoint deck that outlines his assumptions and approach for the next steps at the Co-op. It’s meant to support the three-year plan. Managers and union stewards have seen this presentation. This will be put on the Board’s website. Discussion: Perpetual inventory will be made possible with the transition to Catapult. We have developed templates for key performance indicators for managers to be reviewing every day.
8. Board Committees
   1. The Policies and Bylaws Task Force, charged with taking a look at the B.2 Board Meetings policy in light of both this year’s and last year’s comments, has met once and will be meeting one more time; it should have a recommendation for the full Board at the July meeting.
   2. Board Member Recruitment Committee: Judy urged Board members to log any conversations with potential Board candidates in the log (available on the Elections page of the Board’s website).
   3. Community and Shareholder Engagement: No news aside from what was in the packet.
9. What Would You Tell a Shareholder? Board members and guests shared what they would tell a shareholder about this meeting. These comments are shared in the staff newsletter and in Food for Thought.
10. Executive Session 
    1. In light of Nick Dickison and Yoshi Manale each having stepped down from the Board (Nick on May 25, Yoshi on May 16), the Board is obliged to consider, in Executive Session, whether to fill their seats by appointment (Bylaw Article 6, Policy D.2).
    2. At 7:08 pm, Michele moved, and Denise seconded, to go into Executive Session for the purpose of discussing how to handle the Board vacancies. The motion carried unanimously. Sarah and Lee were present during Executive Session.
    3. At 7:35, Judy moved and Jerelyn seconded to exit Executive Session.
    4. The Board will put out a call for interested shareholders, particularly staff, to step forward to be appointed at an upcoming meeting.
11. Meeting Closing:  Board members shared their responses to the question “how did the meeting go for you”.

The meeting was adjourned at 7:47 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator

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