Board of Directors Meeting Minutes: June 2026

These are the minutes of the Brattleboro Food Co-op Board of Directors meeting held on June 1, 2026.

Present

Directors Present: Kevin Brennan, Calvin Dame, Liv Eck, Denise Glover, Anneka Kindler, Evan Silber, Sheena Tesch, Jerelyn Wilson [Zoom], and Johanna Zalneraitis.

Staff Present: General Manager Emilee Hobbs, Director of Finance and Accounting Mudith Kolutota, Board Administrator/Sustainability Coordinator Sarah Brennan, and Board and Executive Administrator Orion Stange.

Vice-President Calvin called the meeting to order at 5:16 pm.

Welcome and Communication Norms

Calvin welcomed new Board member Liv Eck and Board and Executive Administrator Orion Stange. Board members discussed Communication Norm #5.

Shareholder Input and Stats

Discussion touched on the recent increase in Food For All/Working Shareholders: due to donated hours having been distributed, the recent decrease in employee non-shareholders, and the increase in shareholder signups from the Truckload Sale.

Approval of Minutes

1. Calvin Dame moved, and Denise seconded, to approve the minutes of the May 4, 2026 meeting. Discussion: None. The motion to approve the minutes carried unanimously.
   
2. Jerelyn acknowledged that the Board voted to appoint Liv Eck to the Board via email on May 13th.

B.1 Financial Planning

Anneka moved, and Johanna seconded, to approve the above-named monitoring report. No concerns were expressed about either the interpretation statements or compliance data. Discussion touched on comparing FY26 to FY27, how projections were derived, and making sound decisions in light of challenging and rapidly changing circumstances. We expect a positive net income in each of the next three fiscal years. The vote carried unanimously. Discussion touched on the following:

1. FY26 Net Income: We expect to end the year with a modest positive net income, contrary to the 217K loss that had been projected last year. This was due to disciplined expense management, labor oversight, operational efficiencies, and stronger alignment between departmental goals and organizational priorities.
   
2. Margins: The projections (36.38%) are more realistic than last year’s assumptions (38.1%). The change in expected margin reflects shifting consumer spending habits: lower basket size, more meal prep items being purchased because of outside factors (gas prices, etc.).
   
3. Stress test: Mudith analyzed whether the Co-op could withstand a 10% drop in sales: can we pay our debts and cover payroll? Answer: yes.
   
4. Refinancing our loans should save us about $10K/month.
   
5. The role of grants: Given how close to the bone the Co-op operates, grants and capital windfalls (e.g. Employee Retention Credits) are helpful. We anticipate proactively seeking grants going forward. $127K of the USDA REAP grant will go to Ecology Action for administering the final reporting. Without this grant we would expect to have ended FY26 with a $41K loss.
   
6. Prepared foods and catering: We’re shifting focus from weddings to corporate events, particularly at Potash Hill. We’re looking at opportunities to sell grab and go food in other locations in the community.
   
7. Other expenses. Admin: We’ve added an inventory and our CPA’s rates have gone up. Kevin reminded Board members that our CPA conducts an annual review, not a formal audit.

GM Updates

Emilee provided late-breaking updates. Discussion touched on the following:

1. Banking refinance: the appraisal took place this morning.
   
2. The Richards Group salary study showed that our wages are in line with other area employers.
   
3. Neighboring co-op visits made Emilee appreciate our facility. She will be attending Mighty Marketplace this fall in Asheville. NCG’s new CEO will be visiting in June.
   
4. Staffing levels: Emilee noted we need to be strategic with our scheduling and staff according to anticipated sales.
   
5. The refrigeration project is on track to be complete by the end of summer. Deli and Cheese will be last to be upgraded.

Board Committees, Etc.

1. Board Recruitment: Jerelyn stated that she hopes we have a competitive election. She added that she hopes Liv will run in the fall when her term expires. Discussion touched on ways to recruit staff to run.
   
2. Shareholder Linkage: The Board discussed having sample answers to specific questions available, such as “what is policy governance” and “what does the Board do?” Discussion also touched on how union stewards should be able to run for the Board, and how to make tabling a more effective experience (preparing questions, having a theme, redirecting operational comments by way of clarifying what the Board actually does, what the purpose of being a shareholder is, adjusting location away from the café, having different signage).
   
3. Finance Committee: Kevin reflected that the meetings they’ve had prepare us for the August review of B.2 and set a tone for reviewing financial conditions each quarter.

Policy and Bylaw Updates

1. Anneka moved, and Jerelyn seconded, to update Policy D.5 as shown in the packet. Discussion touched on what sorts of documents would be saved, such as annual meeting and election announcements. The new policy text will read:
   
   D.5.2 An archive will be kept secured and will consist of each official communication to all shareholders to include but not be limited to information about patronage dividends, Board elections, the BFC Annual Meeting, other special shareholder meetings.
   
   The motion carried unanimously.
   
2. Jerelyn moved, and Johanna seconded, to recommend for shareholder approval the change to Bylaw Section 11.1 – Notice as shown in the packet. Discussion: The rationale statement should include a mention of when this bylaw section was written, if known. The new by-law text, if approved by shareholders,
   
   Section 11.1 – Notice. Any notice required under these by-laws shall be deemed delivered when either emailed or deposited in the United States mail with names and addresses as they appear in the records of the Co-op.
   
   The motion carried unanimously.
   
3. Jerelyn moved, and Johanna seconded, to recommend for shareholder approval the change to Bylaw Section 5.2 – Classification as shown in the packet. The proposed section would read
   
   Section 5.2 – Classification. The Board shall consist of 9 directors. A minimum of one and no more than up to two directors shall may be staff shareholders; the remaining shall be patron shareholders. Vacancies shall be filled by appointment by the Board or at the upcoming regular election
   
   Discussion: Board members raised objections to this proposal. Staff bring an invaluable perspective to the Board; we are unusual in mandating staff membership on the Board. Board vacancies occur regardless of the requirement to have staff. We should aspire to recruit staff and make Board service appealing. The motion failed with eight opposed, and one in favor (Anneka).
   
4. Jerelyn moved, and Evan seconded, to recommend for shareholder approval the change to Bylaw Section 5.10 Termination as shown in the packet. Discussion touched on whether and how to ensure that the bylaws and policies match one another with respect to both patron and staff directors stepping down. The motion was tabled.

Annual Meeting

Jerelyn shared that she has invited potential Annual Meeting speaker Vern Grubinger to speak with the committee and relevant staff. The Committee will take up a suggestion to invite vendor farmers to table at the meeting.

July Policies to be Monitored

Jerelyn brought Board members’ attention to policies B.4 Asset Protection and D.9 Board Relationship to Shareholders.

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

Meeting participants their key takeaways from this meeting.

The meeting was adjourned at 7:52 pm.

Respectfully submitted,
Orion Stange, incoming Board and Executive Administrator
Sarah Brennan, outgoing Board Administrator/Sustainability Coordinator