Board of Directors Meeting Minutes: May 2024

Meeting minutes of the Brattleboro Food Co-op Board of Directors meeting: Monday, May 6, 2024

Present at meeting

Directors Present
Calvin Dame [Zoom], Judy Fink, Denise Glover, Anneka Kindler [Zoom], Michele Meulendyk, Evan Silber, Jerelyn Wilson, Vanessa Vadim [arrived late, departed early], and Johanna Zalneraitis.

Staff, Shareholders, and Others Present
GM Anthony Santorelli, Director of Finance and Accounting Mudith Kalutota, Director of People and Culture Emilee Hobbs, Board Administrator/Sustainability Coordinator Sarah Brennan, and Shareholders Terry Carter [in person], and Sheila Adams [Zoom].

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

1. Welcome/Norms

Jerelyn welcomed guests and Board members took turns reading the Board’s communication norms aloud. Mudith and Emilee introduced themselves.

2. Shareholder Input:

1. Terry Carter introduced herself. She said she had a productive talk with Anthony about her continued desire to be able to park at the Co-op while occupied elsewhere. She stated that being community-minded includes cultivating interpersonal relationships with and acting to support customers. She stands by her feelings of surprise and disappointment that the Co-op prohibits people from parking in our lot when not shopping at the Co-op. She added that we also carry products that “defy the original intent of the Co-op, which is to buy healthy wholesome food without other things in it.” She thinks that we should change our name to the “Brattleboro Food Corporation”.
   
2. Sheila Adams thanked Board members for their work. She asked whether the Board had received her email about Board recruitment (response: yes) and asked when she could expect a response (response: within 7 – 10 days). Sheila explained that her question was about the division of Ends and means: Board perpetuation and recruitment are the responsibility of the Board. She questioned why the Board would ask staff, particularly the GM, to help with this. She also stated that she believes there is a policy that obligates the GM to inform the Board if the GM is being asked to do something not within their purview. She asked about the history of recent amendments to policy B.3 Relationship with Employees, which the Board Administrator responded to. Sheila asked if there was an opening on the Board (response: no).  
   
3. The Board reviewed shopper feedback and shareholder statistics. [V entered during this agenda item] Two points of clarification: In the Monthly Shareholder Stats update, “registered partners” refers to those who receive the staff discount because they are in the same household as a staff member. Also, it is only hourly employees hired since the new union contract went into effect who are set up as shareholders; this is why not all staff members are shareholders.

3. Board Minutes

Michele moved and Judy seconded to approve the April 1, 2024 minutes.

Discussion: Jerelyn suggested adding the text of End #2 (“Access to and education about …”) to the motion recorded under 5.E., so that it would clear to anyone reading the minutes what that End addresses.

V clarified that she did not want to resign from the Board, but that she did not know how to be in a place where she did not feel safe or welcome.

The motion to approve the minutes as edited carried with one abstention (V).  

4. Board Committees, etc.

1. Policies and Bylaws: Michele stated that the committee is focused on changing the structure of Board compensation; any changes would need to be approved by shareholders. She explained the materials in the packet, which include the results of a survey to Board members and an analysis of the options being considered. The analysis looks at their impact to the Co-op and how well they would meet a variety of goals. The overarching goal is to diversify the Board by creating access and incentive for Board service. Board members are asked to provide feedback. Emilee offered to reach out to her counterparts in NCG’s HR forum to ask what they’re doing.
   
2. Community and Shareholder Engagement (CS&E): Anneka stated that for various logistical reasons, tabling did not occur in April, but that Jerelyn and Anthony will be doing so in May.
   
   The committee is collaborating with the Board Recruitment Committee on an outreach event.  
   
3. Board Recruitment: The outreach event mentioned above will take place on June 18th. The goal of this event is two-fold: to make new members feel welcome and part of the Co-op community, and for the Board to expand its network of potential Board members. Calvin is in charge of developing topics.
   
4. Annual Meeting update: This year’s theme is celebrating our community impact. We are considering focusing on Commitment to Community partners; we are reviewing data on which ones are getting shareholders’ attention and which are not. Michele shared details of the tour she and Sarah had of the Retreat Farm’s North Barn. We are focused on creating a family-friendly event.   

5. Monitoring Reports

1. D. 4 Cost of Governance: Denise moved and Michele seconded to approve the monitoring report for D.4 Cost of Governance. Discussion touched on the extent to which training opportunities adequately address basic Board skills (e.g. working with Robert’s Rules of Order, how meetings are conducted) or topics other than those related to policy governance (e.g. cooperative principles and values, local food system, etc.). The Board site should include information on what training Board members have attended. How shareholder engagement hours are administered needs to be explained to new Board members upfront, specifically the fact that hours can be “banked”, as well as donated to others.
   
   The motion carried unanimously.
   
2. D. 5 Records Policy: Judy moved and Johanna seconded to approve the monitoring report for D.5 Records Policy.
   
   Discussion: The April packet contained information on how approved minutes and monitoring reports are made available to shareholders.
   
   The motion carried unanimously.
   
3. B.2 Financial Condition and Activities: Jerelyn stated that the Board is being asked to review the monitoring report; the financial statement is offered as compliance data. Michele moved and Denise seconded to approve the monitoring report for B.2 Financial Condition and Activities.
   
   Discussion:
   
   • No concerns were expressed about the interpretation statements.
     
   • The $127.9K disparity between a projected net income of $53.9K vs actual net income of ($73.9). This reflects, on the expense side, some cost overruns in store supplies, and some very high health care expenses. We are self-insured and pay our own claims. Weekly expenses are usually $10K to $15K/week but in Q3 went as high as over $50K/week. On the revenue side, we missed our sales targets, which leads to less money available to cover expenses.
     
   • What assumptions are “reasonable” moving forward in light of the above? At what point is hope (that things will turn around) to be considered unreasonable? Anthony stated that we are working on increasing foot traffic in the store and have not yet accepted that the recent dip in transaction count and basket size is “the new normal”. Mudith will be reviewing invoices to create more accountability within the organization. Anthony noted that retail grocery in general is down, both for co-ops and conventional stores; this is not unique to the Co-op.
     
   • FY25 Annual Business Plan: Sales from the past few weeks have been much better. If by mid-May we’re still experiencing slow sales, we will adjust  our method for developing the next three year plan.
     
   • The motion carried unanimously.
     
4. B.3 Relationship with Employees: Denise moved and Judy seconded to approve the monitoring report for B.3 Relationship with Employees. [Mudith and Terry each exited during this agenda item.]
   
   Discussion touched on the following points:
   • Interpretation statements: no concerns were expressed with these. Compliance data: Suggestion: It would be good to include as a standard data point that the new shareholder option is for new employees only.
     
   • Turnover: There has been a big jump in turnover in the retail food and beverage industry as a whole; Emilee thinks this could indicate that people are feeling more comfortable looking for better work.
     
   • Benefits enrollment: Emilee stated that HR is working on providing more education to staff about the value of investing even a small amount in a 401(k).
     
   • Grievance process, whistleblower policy, and employee handbook. Emilee explained the distinction between these. The grievance process is for union members to address contract breaches. They should bring any concerns about stewards to the attention of the Union President. The whistleblower policy provides recourse to any employee who believes the Director of People and Culture or the General Manager is doing something illegal or unethical. In that situation, the Board is the recourse. The new employee handbook (which goes into effect June 1) explains how to use these avenues.
     
     The motion carried unanimously.

6. GM FYI Update

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

1. The passing of Ken McGee, former Finance Manager. We’ve sent flowers to his wife and a tribute will be published soon.
   
2. Whetstone Pathway: We have limited control over any activity on the Pathway or on the pedestrian bridge as the Town of Brattleboro owns both. We are not entertaining approaching the Town to purchase the Pathway as a means to exert more control over what takes place there.
   
3. Social service representative in the café: Word of mouth is building about this resource. Our Safety and Security team takes an active, humane approach to conversations with the unhoused population, pointing them to available community resources.
   
4. Denise moved, and Judy seconded, that the Board accept the Co-op’s recent actions in response to the criticism of the messaging of the store closure on Easter. Discussion touched on the following:
   
   1. The actions taken (summary from Anthony):
      • V’s experience and perspectives opened all of our eyes to how we represent ourselves and how certain language and images can be interpreted 
        
      • The Core Team discussed community awareness and representation 
        
      • Anthony met with the marketing team to further emphasize our responsibility to represent the Co-op as a fair and equitable member of our community 
        
      • Internally, we did discuss a formal “follow up” but chose not to because we did receive only one inquiry on this matter. And again, the lack of response does not indicate our lack of understanding or compassion to that individual’s situation
        
      • After recent discussion, we have now removed Board members from the employee-only Beet publication
        
      • Which holidays the Co-op is closed will be revisited in the 2026 contract negotiations. [mentioned later in the discussion]
        
   2. Does acknowledging religious holidays amount to declaring formal allegiance to the religion in question? Examples cited: sandwich board messages (“Happy Passover”), endcap and other displays of holiday foods, conflating seasonal holidays with religious holidays (“spring break” vs Easter), closing the store.
      
   3. Whether and how the Board should issue an apology or statement, perhaps in The Beet or within or as an addendum to the minutes of this meeting. An example of such a statement [the following is drawn from comments at the meeting in addition to emails among Board members]: 
      
      The Board of Directors recognizes that Co-op shareholders and community members represent a wide array of religious and non-religious affiliations. 
      
      While several of our contractual closures coincide with cultural observations of religious holidays, such as Christmas Day and Easter Sunday, the Co-op does not place any religious tradition above any other, or above none at all. 
      
      All members of our community are welcomed regardless of religious affiliation/ non-affiliation.
      
   4. The motion carried with one abstention (V). [V exited.]
      
   5. Michele moved and Denise seconded that at the end of this meeting, the Board enter Executive Session. Discussion: Purpose is to discuss the possibility of an upcoming vacant seat on the Board. The motion carried unanimously.

7. Upcoming Monitoring Reports

Jerelyn brought Board members’ attention to the policies being monitored in June: B.1 Financial Planning. Anthony stated that he would be providing the outline and assumptions that would from the basis of the FY25 Annual Business Plan.

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.   Executive Session

Pursuant to the motion made earlier, the Board entered Executive Session at 7:54 pm. Only Board members were present. At 8:32 pm, Judy moved and Evan seconded to exit Executive Session.

The motion carried unanimously.

The meeting was adjourned at 8:45 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability