Board of Directors Meeting Minutes: March 2024

Minutes of the Board of Directors Meeting from Monday, March 4, 2024

Present at meeting

Directors Present: Calvin Dame, Judy Fink, Denise Glover, Anneka Kindler, Michele Meulendyk, Jerelyn Wilson, Johanna Zalneraitis, and Vanessa Vadim [Zoom].

Board Directors Absent: Evan Silber.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan. 

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

1. Welcome/Norms

Jerelyn acknowledged the Board’s communication norms.

2. Shareholder Input

1. Jerelyn stated that Terry Carter has been in touch with staff concerning her continued desire [see Shareholder Input, December 2023 meeting] to park in the Co-op parking lot while attending movies at the Latchis. Jerelyn has told Terry that the Board will not be overriding staff decisions on this matter. 
   
2. The Board reviewed shopper feedback and shareholder statistics. The Board would like to know whether receipt surveys include information on whether the respondent is a shareholder. 

3. Board Minutes:

1. Judy moved and Johanna seconded to approve the February 5, 2024 minutes. The motion to approve the minutes with one edit carried unanimously.
   
2. Anneka moved and Denise seconded to approve the February 18, 2024 Executive Session minutes. Discussion: The purpose of this Executive Session was to discuss the General Manager’s compensation. The motion carried unanimously with three abstentions: Denise, Vanessa, and Johanna.
   
3. Jerelyn called attention to the memo in the packet that describes the process the Board uses to evaluate and compensate the GM. Such procedures are documented on the Board site, though not in a central location (yet!). 

4. Board Committees and Other Board Work

1. Policies and Bylaws Committee: Michele stated that the Committee is focusing first on the “D” policies, which cover the Board’s processes. She noted that any changes to how the Board is compensated for its time are addressed in the bylaws; changes to bylaws require shareholder approval. Michele invited Board members to consider serving on a task force to take that on.
   
2. Policy D.1 – Board Duties:
   1. Michele moved, and Judy seconded, to revise Policy D.1 Board Duties as outlined in the packet and shown below (proposed changes shown in red; only provisions that are changing are shown).
      • Opening statement: The Board of Directors shall assure that the values, and  purpose and mission statements of the Co-op, as described in the Ends Policies, are properly carried out and shall direct and control its business and affairs in the interests of its shareholders.
        
      • D.1.1 Governing Style: The Board shall approach its responsibilities with an emphasis on strategic leadership and long-term impacts (Ends) rather than administrative detail, and shall maintain maintaining a clear distinction between Board and General Manager duties.
        
      • D.1.1.1 Direct the organization through the careful establishment of the Ends as the broadest overarching organizational values and policies.
        
      • D.1.3 Be accountable to shareholders and the community for competently, conscientiously, and effectively carrying out its duties. It will not allow any individual Director or individual committee to usurp or hinder this process.
        
      • D.1.4 Use regularly-scheduled monitoring reports for each Board policy to, and monitor and regularly discuss and assess the process and performance of the Board.
   2. Discussion and Vote: The Board is responsible for articulating Ends policies, whereas mission statements are the purview of the GM. Re: removing “community” from D.1.3: The Board is legally and fiduciarily beholden to shareholders, not the “community”, which is vague. Also, there is no mechanism for the community to hold the Board accountable. The value of serving the community is encoded in the Ends policies, which is how the Board instructs the GM to carry out the Board’s priorities. The motion carried unanimously.
      
3. Policy D.2 – Board Meetings:
   1. Michele moved, and Denise seconded, to revise Policy D.2 Board Meetings as outlined in the packet and shown below (note: all provisions following D.2.5 would be renumbered accordingly): 
      • D.2.2 Deliberation will be open, fair, to the point, thorough, and respectful of the time allocated within the agenda. When issues or topics arise that demand further discussion, a subcommittee can be formed to research and reflect on the subject and make suggestions for future agenda items.
        
      • D.2.5 Directors will be prompt and prepared for meetings, having read the packet of information that is made available to Directors during the week before each meeting.
        
      • Discussion and vote: Michele noted that “research” is more rigorous than reflection. She stated that policy D.2.5 is redundant with provision D.3.7.2 in policy D.3 Code of Conduct. The motion carried unanimously.
        
4. Community Shareholder and Engagement (CS&E) Committee: Discussion focused on whether Board members should table in conjunction with the GM to field the inevitable operational questions, and learn from one another’s responses. Tabling could also focus on peoples’ experiences shopping, as well as the value of Board service. Educational materials should be made available, including posters about the Co-op’s impact. The Committee is also interested in learning more about how shareholder services works, and Anthony will see that the Shareholder Services coordinator attends the April Board meeting. 
   
5. Board Recruitment Committee: Denise stated that we have three open seats, and one incumbent (Johanna) planning to run. In order to have at least the number of candidates required to fill the open seats, we need two more candidates. All Board members are responsible for helping identify and recruit candidates. Jerelyn, with help from Calvin, Denise, and Judy, will organize an event for all shareholders who joined in 2023. In addition, we will email shareholders about Board service in April or May; this has helped in the past. 
   
6. Board Budget: Discussion focused on the following: patronage dividend expenses are those associated with issuing a dividend, and are part of the Board’s budget “because it has to go somewhere” within the Co-op’s overall budget. Annual meeting: the biggest expense is the food; the jump in cost from last year reflects our current catering prices as well as a hoped-for large headcount. Annual Report: Jerelyn is hoping for more printed copies available to distribute. The Board will take this up again at the April meeting.
   
7. FYI: “Co-op by the Numbers” document. Jerelyn noted that it is good for Board members to know some key stats about the Co-op. 

5. Board Retreat

Jerelyn acknowledged Molly Snell-Larch’s summary of the Board retreat, and reminded the Board that she and Michele meet with Molly monthly. 

6. Monitoring Reports 

1. Judy moved, and Denise seconded, to approve the monitoring report for D.1 Board Duties. Discussion centered on V’s question of whether there are training opportunities available to Board members aside from those offered by Columinate. The motion carried unanimously.
   
2. B.6 Shareholders: This will be taken up again in April, as Jerelyn and Sarah discovered that recent updates to this policy were not reflected in the monitoring report itself. 
   
3. Michele moved, and Denise seconded, to approve the monitoring report for B.8 Conflict of Interest. Discussion: The response does not address any potential non-contract-based conflicts of interest. Jerelyn, Emilee, and Anthony should discuss this in more depth. Michele moved, and Anneka seconded, to table the motion. The motion carried unanimously.

7.  GM FYI Update

Anthony shared additional details on information provided in the packet. Discussion touched on the following points:

1. The Dead River Propane offer will go out to shareholders later this week. We are looking to expand on this to include other kinds of benefits for shareholders.
   
2. The Potash Hill garden spots will be tended to as a volunteer opportunity; we are not using paid staff time to create these. 
   
3. Cultivating a shift from “what am I getting” to “what am I supporting” by becoming a Co-op shareholder. 
   
4. Shopper engagement: We are aiming to greet people more often than just as they are going through the line at the register. It improves shopper satisfaction and deters theft.

8. Upcoming Monitoring Reports

Jerelyn brought Board members’ attention to the policies being monitored in April: A.1 End 2, D.2 Board Meetings and D.6 Board Job Products. Discussion focused on what type of information to include as compliance data for End 2. Suggestions included the following:

• Information about the GreenChoice program
  
• Demos, classes, and other activities conducted by the Education and Outreach Coordinator 
  
• Assume that “responsibly sourced” includes “local”
  
• Assume that “access to” incorporates affordability: what is the range of price points we carry? What lower-cost items do we provide? What information do we provide shoppers on how to shop/cook on a budget?
  
• Information about Producers of the Month, other local vendors
  
• $ sales to FFA and shoppers using EBT or WIC 
  
• Information about how shopping locally has a positive impact

9. 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.

10. Meeting Closing

Board members and guests shared what went well or not so well about the meeting from their perspective.

The meeting was adjourned at 7:52 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator