Board of Directors Meeting Minutes: May 2026

These are the minutes of the Brattleboro Food Co-op Board of Directors meeting that took place on Monday, May 4, 2026.

Present

Directors Present: Kevin Brennan, Calvin Dame, Denise Glover, Anneka Kindler, Sheena Tesch, Jerelyn Wilson, and Johanna Zalneraitis.

Directors Absent: Evan Silber.

Staff Present: General Manager Emilee Hobbs, Director of Finance and Accounting Mudith Kolutota, Marketing and Community Relations Manager Ruth Garbus, and Board Administrator/Sustainability Coordinator Sarah Brennan.

Other Shareholders Present: Front End and Customer Service Manager Julie Francis [Zoom], Liv Eck [entered during discussion of annual meeting].

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

Welcome and Communication Norms

Jerelyn welcomed guests and all introduced themselves. Board members and staff read the Board’s communication norms aloud.

Shareholder Input and Stats

Discussion touched on the following points:

1. At Jerelyn’s encouragement, Board members reflected on the Board-level questions this information helps to answer, and their expectations regarding trends that surface in the data over time.
   
2. The cost of a share: A one-time investment of $80 is low compared to other co-ops. Is there any reason to explore increasing it, or shifting it to an annual fee going forward? It would allow for better alignment between the number of shareholders, and the number of those who actually shop here. A low annual fee might lower resistance to joining for those who don’t know how long they’ll be living in the area. This change would require shareholder approval and is a significant lift to implement. Jerelyn asked Emilee to reach out to the Board if she felt that changing the cost of a share was part of a bigger plan for the Co-op’s stability and health.

Approval of Minutes

Denise moved, and Anneka seconded, to approve the minutes of the April 4, 2026 meeting. Discussion: The following should be added to Item 10, Executive Session: “Discussion: Michele emailed the Board on March 27 of her intention to step down, and has stated a willingness to serve through the end of April to ensure a smooth leadership transition.” The motion to approve the minutes as edited carried unanimously.

Annual Meeting Update

Jerelyn and Ruth shared how the annual meeting is a unique collaboration between the Board and staff. This year’s meeting will be on Tuesday October 27 at the Brattleboro Museum and Art Center (BMAC). Board members are expected to attend. Jerelyn suggested that the theme be agricultural resilience: the role and impact of co-ops in agriculture in general, and our Co-op’s relationship with local/regional farmers via our Ends Policies (#2, 3, and 4). Suggestions for speakers: Vern Grubinger (Ag extension agent), local farmers, Lee Halpern (Food Connects). [Ruth exited]

Interlude: Shareholder Liv Eck introduced herself: she recently moved back to the area; she handles sales and marketing for Back Roads Granola.

Monitoring Reports

1. D.4 Cost of Governance: Anneka moved, and Denise seconded, to approve the above-named monitoring report. Discussion touched on how to better define and structure onboarding for new directors. The motion carried unanimously.
   
2. D.5 Records Policy: Denise moved, and Jerelyn seconded, to approve the above-named monitoring report. Discussion: Anneka’s suggestion that policy 5.2 be modified to address “email” as a type of “mailing”. Jerelyn stated that she would come up with a recommendation for updating the policy for a vote next month. The motion carried unanimously.
   
3. B.2 Financial Condition and Activities: Denise 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 the steps taken to generate a positive Q3 bottom line, and the upcoming transition to a common chart of accounts. The motion carried unanimously.
   
4. B.3 Relationship with Employees: Anneka moved, and Denise seconded, to approve the above-named monitoring report. No concerns were expressed about either the interpretation statements or compliance data. Discussion touched on grievances (there has not been one in several years), benefit eligibility (30 hours/week for most benefits), part-time threshold (current 16 hours/week), and our 401(k) program. The motion carried unanimously.

GM Update

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

1. Loan refinancing: Jerelyn explained that a time-sensitive proposal from Bank of America to consolidate our loans and refinance them came in this afternoon.
   1. Jerelyn moved, and Johanna seconded, to approve the debt refinancing proposal to be presented by Mudith and Emilee.
      
   2. Discussion:
      1. The proposal: We have a mortgage from M&T at 6.74% interest rate, and two balloon loans from CFNE ($734K total) that are due in 2027 and 2029 respectively. We need to refinance those as we won’t have the cash to pay them off. We have only paid down about $70K of the principal on the CFNE loans. The proposal from BOA will combine all loans into a single loan with a 20-year amortization term and a ten-year fixed rate of 5.98%, after which the rate will convert to whatever is in effect at that time. There would be no pre-payment penalties. The proposal also includes a $500K line of credit that would help us weather any unforeseen emergency expenditures, such as infrastructure projects. We explored refinancing with several local banks and have received no favorable response. The purpose of the refinancing is to improve financial stability, reduce debt structure risk, and create a more predictable long-term repayment plan. We will save approximately $10K/month, which could help us absorb any wage increases from the new union contract.
         
      2. Process: Jerelyn polled Board members on whether they felt comfortable voting on this now or would prefer to review the written proposal and vote by email within the next day. All Board members stated they could vote now.
   3. The motion carried unanimously.
2. Patronage: 81% of the dividends has been redeemed, $3,600 has been donated to Foodworks. Unclaimed dividends will go directly to Foodworks. The deadline to claim dividends is June 30.
   
3. Contract negotiations: We received a proposal from the Richards Group to research our job descriptions and current pay.
   
4. NCG meeting: Emilee shared highlights from the spring meeting. It was an eye opener, covering financial and sales trends. It is a challenging environment and will continue to be so.
   
5. Instacart: Instacart shoppers will shop and deliver orders. Our own staff will shop any curbside orders. Our current curbside program does not sustain the labor it takes to run it. Offering Instacart is a way to grow sales without physically growing or adding staff.
   
6. Refrigeration Update: The meat department installation went very smoothly. The team from Turner Piping is amazing. [Mudith exited] The REAP grant will be reimbursed after the new system has been in place for 30 days.
   
7. Truckload sale: We will offer more items next time. It generated $43K. We take into consideration the impact the sale might have on subsequent in-store purchases by offering coupons; many have been redeemed.

Board Committees

1. Board Recruitment: Jerelyn is interested in reaching out to new shareholders on a quarterly basis inviting them to meet in person in the café. She noted that Board recruitment happens over a long timeframe with numerous points of contact. She will draft a letter for the committee to review.
   
2. Shareholder Linkage: Sheena stated that the committee will aim to have something in Food for Thought every few months. Their next topic will be to work on explaining what the Board does in their own words. She and Emilee will table in the second half of May.
   
3. Finance Committee: Kevin stated that he met with Mudith and Emilee right after the last meeting and a lot of what was discussed today (B.2 and debt refinancing) was covered then. The full committee will meet later this week with Mudith and Emilee to prepare for the Annual Business Plan discussion at the June Board meeting.

June Policies to be Monitored

Jerelyn brought Board members’ attention to policies B.1 Financial Planning. Kevin reiterated that the Finance Committee’s upcoming meeting will explore this.

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.

Executive Session

1. At 7:43, Denise moved, and Johanna seconded, to enter Executive Session for the purpose of discussing the vacancy on the Board. Board Members as well as Sarah Brennan were present.
   
2. At 7:44 pm, Denise moved, and Sheena seconded, to exit Executive Session.
   
3. Jerelyn moved and Calvin seconded that the Board appoint someone. Discussion: Any interested shareholder should fill out the statement of interest form. The motion carried unanimously.

The meeting was adjourned at 7:45 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator