Board of Directors Meeting Minutes: June 2025

These are the minutes of the June 2, 2025, Brattleboro Food Co-op Board of Directors meeting.

Present

Directors present:
Kevin Brennan, Denise Glover, Anneka Kindler, Michele Meulendyk, Evan Silber, Sheena
Tesch, and Johanna Zalneraitis (Zoom).

Directors absent: Lee Halpern, Calvin Dame.

Staff present:
GM Anthony Santorelli, Board Administrator/Sustainability Coordinator, Sarah Brennan, and Director of People and
Culture Emilee Hobbs.

Other Shareholders present: Helen Voysey.

President Michele Meulendyk called the meeting to order at 5:20 pm.

Welcome

Participants took turns reading the communication norms aloud.

Shareholder Input

1. Helen Voysey introduced herself. She has lived here for almost three years and is here to learn more about how the Co-op works.
2. The Board reviewed trends in shareholder statistics. Discussion touched on the Food for All recertification process. There are 65 hours available in the donated shareholder hours pool. Anthony stated that we review the balance every six months to see if there are enough hours available to be worth donating to a particular pool of individuals, as we did a few months ago.

Approval of Minutes

Kevin moved, and Denise seconded to approve the minutes from the May 8, 2025 meeting. Discussion: none. The motion carried unanimously.

Board President Updates

1. Michele noted that Sarah’s memo in the packet addresses a proposed policy update to policy D.4.1 in keeping with a recent change to policy D.1.2.
2. Denise moved and Anneka seconded to edit policy D.4.1 by substituting the word “integrity” for “excellence”. Discussion touched on whether and how to acknowledge Bylaw 5.6 within the policy. Johanna moved, and Anneka seconded, to amend the motion on the table to include adding “and additional compensation as specified in Bylaw 5.6 – Compensation” to the end of the first sentence of D.4.3.
3. The motion to amend carried unanimously. The amended motion carried unanimously.

Upcoming Training

1. Michele stated that we would hear from Calvin about his experience at CCMA at the next Board meeting.
2. Emilee shared her experience at Citimarket on May 24 at a training conducted by NCG’s Gabby Davis focused on equity and diversity in the co-op world. Food equity is not just about product selection; it also entails how we train our staff to understand people’s whole story. An example provided was not shaming people for their food choices. Sheena added that eating disorders are common in the food insecurity community, and food shaming is even more impactful within that community.
3. Sheena spoke to finishing Columinate’s four-part series on understanding financial statements, and recommends this be standard training for all Board members. They added that SNAP cuts are coming this summer and things will be bleak.

Board Committees

1. Board Recruitment: Anneka and Evan are both leaning toward running as incumbents in the upcoming election, and Calvin has previously indicated to Michele that he also plans to run. Michele urged Board members to continue reaching out to people who may be interested in running either this year or in future years. Member engagement is vital to the Co-op’s functioning and success.
2. Shareholder Engagement: The committee continues to work on a “ways to engage” flier as well as talking points to address concerns heard during Board tabling that we are “too corporate” and/or “too expensive”. Ruth will be joining their meeting later this week. Michele offered to write an article on pricing for the July Food for Thought. She invited Board members to consider writing something related to Pride Month.
3. Annual Meeting Planning Committee: Sarah shared that she and Ruth have developed a timeline for developing the info stations.
4. GM Search Committee: Kevin stated that over the past month, the Committee has honed the qualifications and job description and has asked for and received feedback from both management and staff. So far, there is 90% overlap with what the Board reviewed at the May meeting. The Committee has begun engaging with Carolee Colter and expects to finalize a contract with her that will fall necessarily within the amount of money already approved by the Board. The hope is for the the job to be posted by mid-June.
5. Finance Committee: Kevin stated that the committee has not met yet as its members have been focused on tratravel and other committee and work responsibilities. He expects they will meet eventually.

Monitoring Reports

1. B.1 – Financial Planning: Michele noted this includes review of the three-year plan. Anneka moved and Kevin seconded to approve this monitoring report. Note: Evan left during the discussion and was not present for the vote.
2. No concerns were raised about the interpretation statements or compliance data. Discussion touched on comparing FY25 to FY26, how projections were derived, and short- and long-term goals for FY27 and FY28. We expect less of a loss in FY27 and a positive net income in FY28. Some details:
   1. FY25 projected net income is driven by the ERC (Employee Retention Credit) received, without which we would have a net loss of $162K. This is less than the loss projected after our reforecast undertaken after Q1’s disappointing sales. The major driver of the loss is sales not being where we thought. On the operating side of things, we continue to work to get a handle on repairs and maintenance expenses. We’ll see some improvements in FY26 there, due to, in part, reduced maintenance expenses in our refrigeration system. The GM Search expenses show up in FY25.
   2. Sales and Margin: We assume 1% inflation as a start and project another 2% increase based on department-specific historical trends and plans going forward on a week-by-week basis throughout the year. We expect this to level out to a 2.5% increase in FY28. Anthony would like to shoot for a blended 36% margin as it drives price perception. Rises in health insurance expenses alone make that difficult, and we also plan to continue our discount programs as-is.
   3. COGs: We continue to work on vendor relations to improve this.
   4. Depreciation: That which is attributable to the new refrigeration equipment begins in the final three months of FY26 once the new equipment has been placed in service.
   5. People and Culture and Occupancy: All staff will receive a cost-of-living adjustment. We’ve shifted the wages of the facilities and maintenance staff to People and Culture rather than Occupancy. We do not anticipate cutting staff, but we are exploring fine-tuning scheduled hours to match sales more closely. Occupancy expenses include real estate tax, utilities and the mortgage.
   6. Shrink: With our Safety and Security approach, theft is less than it used to be; food dating out or spoiling is a bigger area of opportunity for us.
   7. Suggestions for better communicating financial information: A ratio page and/or cash flow (such as days of cash on hand).
   8. Short- and long-term goals: many ideas presented are already underway and getting some traction, such as in-store shareholder-only promotions, social media engagement, and freshening up of the facilities.
3. The motion carried unanimously.

GM Updates

Anthony shared news since the packet went out:

1. The Town of Brattleboro has been receptive so far about finding options for staff parking closer to the store.
2. Director of Food Services position: We are exploring focusing the job description more on the catering chef side of things.
3. Potash Hill: Our new Executive Chef starts tomorrow. We are in year 2 of 3 of that contract.
4. Customer Satisfaction: Having a consistent Manager on Duty might be helpful in addressing the dip in satisfaction during the 5 – 8 pm time frame.

Upcoming Monitoring Reports

Michele called Board members’ attention to the monitoring reports to be discussed at the July Board meeting.

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.

Meeting Closing

Board members shared observations about what worked or didn’t work about the meeting.

Executive Session

At 7:20 pm Michele moved, and Denise seconded to enter Executive Session for the purpose of
discussing a personnel matter: adjusting compensation for Emilee Hobbs as she takes on the Interim
GM role. Anthony, Emilee and Sarah were present for the first few minutes, after which only Board
members were present. Note: Evan Silber was not present.

At 8:21 pm, Denise moved and Anneka seconded to exit Executive Session.

The meeting was adjourned at 8:35 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator