Board of Directors Meeting Minutes: June 2024

These are the minutes of the June 3, 2024, Board of Directors meeting.

Present at meeting

Directors Present: Calvin Dame [Zoom], Judy Fink, Denise Glover, Anneka Kindler, Michele Meulendyk, Evan Silber, Jerelyn Wilson [arrived during Shareholder Input], and Johanna Zalneraitis.

Directors Absent: Vanessa Vadim.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan, and Shareholders Davida Bagatelle [Zoom], Sheila Adams [Zoom]

Vice President Michele Muelendyk called the meeting to order at 5:15 pm.

1. Welcome/Norms

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

2. Shareholder Input

1. Davida Bagatelle stated that the Co-op is her favorite place to be. She noted that she is not always asked to Round Up at the register, and encourages the cashiers to ask as a matter of routine. She also has found errors on her receipts, sometimes in her favor and sometimes not, and wants to bring it to the Co-op’s attention in case others experience the same thing. Finally, she has observed shoppers sitting in their cars eating while their engines are on; she suggests we put more “no idling” signs up.
   
2. Sheila Adams thanked Board members for their service.
   

3. Board Minutes

Anneka moved and Denise seconded to approve the May 6, 2024 minutes. Discussion touched on the process by which the statement regarding the Easter store closure was handled. An edit was suggested to 6.D.2. The motion to approve the minutes as edited carried unanimously.  

4. Board Committees, etc.

1. Policies and Bylaws: Michele stated that the committee has been focused on compensation for Board service, and is recommending that Board members receive a 20% discount while serving on the Board. Leftover hours would carry forward so that after serving, Board members would receive the regular 5% working shareholder discount. She added that looking at the Co-op’s financials contributed to this decision. Discussion: If Board spending remained level to recent history, this would amount to about $6K to $7K annually. This would not benefit staff shareholders who already receive a 20% discount; perhaps a monthly gift card for them would be suitable. Any change to Board compensation would need to be brought to shareholders for approval.
   
2. Community and Shareholder Engagement (CS&E): Anthony and Jerelyn described how tabling in the store on 5/24 went: there were many good conversations: an hour was not long enough. Going forward, Anthony would like to participate in tabling at least once a quarter. Sharing how the Co-op re-invests in the community is an important talking point. Denise and Anneka will be tabling in June. Jerelyn, Calvin and Michele will participate in the upcoming outreach event on 6/18, as will Judy, who will write it up for Food for Thought. Ideas for fun spring events next year were suggested, such as an ice cream social or BBQ.
   
3. Board Recruitment: Not much news; the committee next meets on June 14^th.
   
4. Annual Meeting: Michele and Jerelyn shared updates. The Retreat Farm may be able to assist us with children’s activities. Fifteen of our ~30 Commitment to Community (C2C) partners will be participating. We’ll be asking working shareholders and C2C representatives to share a bit about their experience with the program before wrapping up the business meeting. This will encourage attendees to visit the C2C tables. The Board Officer and GM remarks should be coordinated to tell a unified story about the Co-op’s community impact. We’ll also be asking for input from shareholders about how they engage with the BFC. Various suggestions were made: share the questions at sign-in time and provide dot stickers. One of the activities during the day would be “put your dots up” on an engaging visual display. Having the questions available prior to the business meeting starting would give attendees more perspective into what’s being talked about and get them engaged right away. The registration form will include basic demographic questions (“how far do you travel to shop at the Co-op?”)
   

5. Monitoring Reports

Judy moved and Denise seconded to approve the monitoring report for B.1 Financial Planning. Discussion touched on the following points:

1. Anthony clarified his understanding of what it means to be in accordance with cooperative values and principles. For him it’s about our engagement with the local community.
   
2. How Policy Governance is designed to give the GM wide latitude by setting up guardrails, phrased as things the GM is not allowed to do while carrying out the Ends Policies.  
   
3. How Policy 1.1.6 (The GM must not “Leave the co-op unprepared for loss of key management personnel”) plays out at the department level, particularly in the area of facilities management.
   
4. How the detailed FY25 Annual Business Plan (ABP) (which would traditionally accompany this monitoring report as compliance data) is coming along: It will be ready in time for the July Board meeting. There are five or six budget line items to wrap up. 
   
5. The status of various budgetary items: The Employee Retention Credit has not been budgeted for yet since it is unclear when it will come through. It’s more than $1M and we’re counting on it as match funds in the event we are awarded a REAP grant to overhaul our refrigeration system. We are in the final stages of wrapping up refinancing our loan with CFNE. We are anticipating paying back shareholder loans as they come due, rather than rolling them over. Dealing with deferred maintenance will put pressure on us for the next year and a half. 
   
6. Assumptions that will be in the ABP: A 2 to 3% increase in sales is planned. Catering and prepared foods are our largest opportunity for growth. We have already booked many jobs for FY25. We will be selling grab-and-go items out of a new convenience/general store in West Brattleboro. We will continue to do department resets, and highlight each department and our local vendors.
   
7. Curbside program: We’ll be promoting this to see if we get a lift, as we don’t see much use of this service these days. It’s an important service for those who need it.
   
8. In light of the detailed ABP not being available yet, Judy moved and Johanna seconded to table the motion until the next Board meeting. The motion carried unanimously.
   

6. GM FYI Update

Anthony shared updates since the packet went out. Discussion touched on the following:

1. Perpetual inventory: we’re developing a timeline for using Catapult to maintain perpetual inventory. Catapult is helpful with maintaining correct pricing but as customer comments indicate, we are not 100% there.
   
2. De-escalation training: There are also regular lunch meetings for those interested in safety and outreach topics.
   
3. Southern VT Economic Summit: Anthony has met with Chloe Learey of Winston Prouty to better understand their housing development plans and how the Co-op might be of assistance.
   
4. New employee handbook: Many info sessions were held with staff; it goes into effect today.
   
5. Wifi for neighbors: We have added an extender to allow for our wifi to be useable from the Whetstone Pathway; that should free up our wall and patio for customers.
   

7. Upcoming Monitoring Reports

Michele brought Board members’ attention to the policies being monitored in July. No suggestions were made for revising either of the policies.

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

The meeting was adjourned at 7:40 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator