Board of Directors Meeting Minutes: May 2025

June 3, 2025

Graphics Dept

Table of Contents

These are the meeting minutes of the Brattleboro Food Co-op Board of Directors meeting which took place on Thursday, May 8, 2025.

Present

Directors Present: Kevin Brennan, Calvin Dame, Denise Glover, Lee Halpern (Zoom), Anneka Kindler, Michele Meulendyk, Evan Silber, Sheena Tesch, and Johanna Zalneraitis (Zoom).

Directors absent: None.

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

Other Shareholders Present: none.

President Michele Meulendyk called the meeting to order at 5:18 pm.

Welcome

Participants took turns reading the communication norms aloud.

Shareholder Input

The Board reviewed trends in shareholder statistics and shopper survey results. Food for All enrollment continues to rise over last year, in keeping with both our efforts to publicize the program and area-wide food assistance trends more generally. Discussion also touched on the active shareholder count (it’s not clear why that number dropped since last month) and employee shareholders (currently, subsidized shares are only offered to new employees).

Approval of Minutes

Anneka moved and Denise seconded to approve the minutes from the April 7, 2025 meeting. Discussion: none. The motion carried unanimously.
Denise moved, and Kevin seconded to approve the minutes from the April 15, 2025 meeting. Discussion: none. The motion carried unanimously.

Board President Updates

Michele noted that the packet includes an update to B.5 Continued Operations: Anthony has designated Director of People and Culture Emilee Hobbs as his back-up in light of his upcoming departure.

Upcoming Training

Board members shared recent Columinate training experiences: Sheena (Financial Training for Directors) and Denise (Constructive Approaches to Handling Complaints about your GM). Discussion touched on fresh, compelling ways to message the value of becoming a shareholder.

Board Committees

Board Recruitment: Calvin described conversations about Board service he and Anneka had with shareholders during their Board tabling session on April 26.
Shareholder Engagement: Discussion focused on the need to develop effective responses to comments that we are “too expensive” and “corporate”. Suggestions included focusing on where a Co-op shopper’s money is going, and wealth consolidation. Many Co-op products are either equitably sourced and/or locally produced or made (think: eggs brought here by the farmer). Co-op shoppers’ money is not going to a commodity farm or lining someone’s pockets—it’s going into our local economy and/or funding values-based organizations. Our “corporate”-ness represents the cost of our success, which has allowed us to grow into a larger-functioning community resource. We can also point to the community-building and engagement opportunities we offer.
Annual Meeting Planning Committee: No news, as the April committee meeting was cancelled.
Annual Meeting Planning Committee: No news, as the April committee meeting was cancelled.

Annual Meeting Planning Committee: No news, as the April committee meeting was cancelled.
Finance Committee: Kevin stated that the committee will meet within the next couple of weeks in anticipation of the B.1 Financial Planning policy being monitored in June.

Monitoring Reports

D.4 – Cost of Governance: Kevin moved and Anneka seconded to approve this monitoring report. Discussion: Michele and Sarah will explore ways to update to the policy to acknowledge the increase in the Board stipend. An SOP document for new Board members that addresses key trainings and suggestions for mentoring could be a helpful resource. The motion carried unanimously.
D.5 – Records Policy: Denise moved and Anneka seconded to approve this monitoring report. Discussion: Sarah reminded Board members that she also maintains a binder of approved minutes and monitoring reports. The motion carried unanimously.
B.2 – Financial Condition and Activities: Anneka moved and Kevin seconded to approve this monitoring report. No concerns were raised about the interpretation statements or compliance data. Discussion touched on the following points (note: Johanna exited the meeting during this discussion):
1. Implications of ERC Income: 2020 and 2021 income will be restated. The expected tax obligation—which will affect our cash position—is approx. $400K. This will show as a reduction in retained earnings. We are exploring how to reinvest the ERC income in long-deferred maintenance projects. To mitigate the tax liability, it may be possible to earmark $1.4M for the new refrigeration system as a prepaid expense. Anthony noted distorted financial ratios on the balance sheet due to the ERC.
2. Operational and Expense Management: To better support accountability, the Supplies Buyer will now report to the Director of Finance and Accounting. We anticipate some Q4 savings due to promoting internally and backfilling unfilled positions at lower pay rates. Other positive signs include improving foot traffic and narrowing sales gaps.
3. The motion carried unanimously.
B.3 – Relationship with Employees: Kevin moved, and Denise seconded to approve this monitoring report. No concerns were expressed with the interpretation statement or compliance data. Anthony noted that Emilee played a key role in developing this report. Discussion touched on the following points not otherwise covered in the report:
1. Employee Engagement & Orientation: New management training has been rescheduled for fall. All-staff annual refreshers, focused on the customer experience and co-op values (including our community and sustainability focus), are being developed and are expected to help with retention. Having dedicated trainers, particularly in the Deli, can help with turnover. Some management team training is now offered to all staff.
2. Benefits Eligibility and Education: We may begin holding monthly information/education sessions to increase participation in the 401(k) program (note: we match 1.5% up to 4%). Finding cost-effective medical care is important when businesses are self-insured, as useage affects premiums.
3. Competitive wages: While we do have some outliers in some IT and Maintenance positions, our wages are otherwise competitive: we are not hearing that we are not paying enough.
4. The motion carried unanimously.

GM Updates

Anthony shared news since the packet went out:

Personnel: He and Emilee attended a conference earlier this week on the nuts and bolts of being a self-insured business. We have hired an executive chef for Potash Hill—he starts 6/1.
Catering: We have not yet identified the right new Food Services Director. In the meantime, Elias will help with some upcoming catering events, but his last official day is 5/16. We’re accepting catering requests for the fall.
Equipment: We’ll be replacing a broken dishwasher downstairs via a lease program. We experienced some IT issues earlier this week with the server, and we have a plan to get us up to speed with our aging equipment.
Other: We’ll be receiving $29K in patronage dividends from NCG—they pay out patronage over a ten-year period. We’re explore a mobile hydroponics opportunity with Potash Hill. Our 50^th anniversary celebrations in July will be co-op-focused and we will be highlighting what it means to be a shareholder.

Upcoming Monitoring Reports

Michele noted that the B.1 Financial Planning monitoring report will include the 3-year plan.

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 7:40 pm, Michele moved and Denise seconded to enter Executive Session for the purpose of discussing a personnel matter. Board Administrator Sarah Brennan was present for the duration of Executive Session.
At 8:23 pm, Evan moved and Denise seconded to exit Executive Session.
Calvin moved, and Evan seconded that the Board move forward with the search for a new GM, welcoming all internal and external candidates. Discussion touched on the following: Michele stated that this allows the Board to do its due diligence to the shareholders. The motion carried with one opposed (Lee) and one abstention (Michele).

The meeting was adjourned at 8:30.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator

Each month we focus on identifying a local producer to feature in our monthly newsletter, Food for Thought and in-store. We conduct an in-depth interview, and feature photos, creating an article that reaches over 9,000 shareholders. We invite the producer to the Co-op to show off their wares through a demonstration or a tasting. We promote the producer and event through print materials as well as our website, Facebook, and Instagram advertising. This program is central to our cooperatively owned business.

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