Board of Directors Meeting Minutes: November 2021

Brattleboro Food Co-op Board of Directors October Meeting

Held via Zoom

Monday, November 1, 2021

Directors Present: Nick Dickison, Judy Fink, Steffen Gillom, Denise Glover, Beth Neher, Tamara Stenn, Jerelyn Wilson. Directors absent: Joe Giancarlo Staff, Shareholders, and Others Present: General Manager Sabine Rhyne, Finance Manager Ken McGee, Board Administrator Sarah
Brennan, Store Manager Whitney Field and shareholders John Hatton, Calvin Dame, Jennifer Moore, Johanna Zalneraitis, Michele Meulendyk, Sheila Adams, and Mark Adams. Non-shareholder Guest Thane Joyal (Columinate consultant)

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

1. Welcome/Norms: Jerelyn welcomed members and guests, some of whom are candidates for the Board.
2. Board Norms: Tamara read the Board communication norms.
3. Approval of Minutes: Denise moved and Judy seconded to accept the minutes of the October 4, 2021 meeting. Discussion: none. The motion to accept the minutes carried unanimously.
4. Shareholder Input:
   1. Jerelyn stated that this is the time for guests to bring up anything they wanted to; they were asked to direct any questions during the meeting to the Board Administrator using the “chat” function.
   2. There was some discussion over whether to discuss a recent incident that had been brought to the Board’s attention. This subsequently (after the GM FYI Highlights) resulted in a unanimous vote to hold an Executive Session at the end of the meeting.
5. Patronage Dividend:
   1. Context: Sabine stated that it was a good year, largely due to the forgiveness of the PPP loan. It is time to consider declaring a patronage dividend on the final bottom line, which would have the capacity to substitute as a tax payment. As a Co-op, we have the ability to
      deduct sales to members from our tax liability and pay a portion of it out in patronage. We have proposed four different options from the least to the most allowable by the IRS. At the October meeting, we made a recommendation for one of those choices. We would announce this at the annual meeting. The auditors have given us a “soft final” on the year-end – we do not have the printed copy yet.
   2. Judy moved that the Board approve a patronage dividend based on Scenario B; Denise seconded.
   3. Sabine noted that option B basically eliminates the tax payment exactly, and reserves any potential additional bottom line retained earnings for the coming year. Should we continue on a path of profitability, we could consider this again next year. Jerelyn noted that the declared dividend would be $600K. 80% would be retained, and the cash payout would be 20%, or $120K. The amount per shareholder would be based on their patronage, but the average would be $19.
   4. The motion carried unanimously.
6. GM FYI Highlights: Sabine provided updates:
   1. Walk-in Cooler: it is finally in place, earlier than we anticipated and just in time for the holidays.
   2. Common Good: We anticipate partnering with a non-banking financial institution, Common Good, which offers an opportunity for people to pay for their groceries without going through the credit card industry. It entails an in-house card that pairs with smartphones at the register to transfer payment from one’s account to the Co-op. It presents the opportunity to use funds created from these transactions to local non-profits, serving as a small community economic engine. It’s been used in Greenfield pretty successfully. The sustainability coordinator at the Town of Brattleboro recommended us as an anchor for this experiment. We’ve begun the process of testing the viability of this with our systems. Eventually, we’ll open it up to customers to use if they choose.
7. GM Monitoring Reports:
   1. B.2 Financial Conditions and Activities: Beth moved, and Denise seconded, to approve the GM Monitoring Report for B.2 Financial Condition and Activities.
      • Interpretation Statements and Compliance Data: Jerelyn asked for any comments or concerns about the appropriateness of either of these. There were none.
      • The motion carried unanimously
      • Discussion highlights: Current ratio: what a long haul it’s been to get to this point!
        • A/P: the increase from last year is just a function of the timing of paying bills – we pay them when they’re due. Inventory: the 35K increase from the previous quarter is a function of the recent stock-up sale, as well as the addition of 8 feet of beer cooler capacity. Sabine noted that we historically have little inventory, but with the recent significant supply chain issues, we need different approaches to inventory management while we figure out our supply. This is new territory.
        • Margins: We will see margins slip over the next little while as we work on keeping the stocks shelves in an era of supply chain shortages. We have a new natural foods distributor with a different purchasing agreement.
        • Operating expenses: These are down a bit. The largest share of this is personnel, which has been running a little low. We also did not experience many health insurance claims. We are spending less on supplies than we were at the high point of the pandemic.
   2. A.1 Ends: Judy moved, and Denise seconded, to approve the GM Monitoring Report for A.1 Ends. There were no concerns expressed about the interpretation statements or compliance data. Comments and questions:
      • END 1: We are not currently able to flag up products targeted at more diverse communities. NCG has a project going to identify BIPOC and/or Veteran suppliers but it is still in progress.
      • END 2: Does the integration of the Co-op into the community reflect how customers feel? Sabine stated that the Co-op cannot have an impact if people don’t feel comfortable in the store.
      • ENDS 3: All staff receive The Beet, although some receive it in shared mailboxes as they are subs without individual mailboxes of their own.
      • END 4. It’s great to see our low use of refrigerant.
      • END 5. It’s great to see that the Co-op returns 38% of its budget to the local community. These numbers are solid and really important.
      • END 6: Sabine noted that a new version of Co-op 101 has been developed.
      • END 7: The increased number of complaints was associated with COVID.
      • The motion carried unanimously
8. Board Committees
   1. Ends: The four Ends in the packet are the culmination of two years of work, the rationale behind which was presented in a recent FFT article. The new Board will need to reflect on these and decide if these are the Ends they want to set for the new GM to work with.
   2. Board Member Recruitment: We are up to 7 candidates, for 6 slots. The profiles are in the packet and on our website. Voting happens online, starting at the Annual Meeting and continuing until 5 pm on 11/28.
   3. Annual Meeting: The deadline to RSVP and request a meal is November 3.
   4. Search Committee: Jerelyn stated that we’ve invited two managers and two employees as listeners in our candidate interviews.
   5. Community Engagement: This is on hiatus until the new Board is established. We typically address committees at the retreat (12/11) and by February we would want new committees to be established.
9. Farewell: Joe Giancarlo, Tamara Stenn, and Beth Neher are all stepping away from the Board. Board members stated their appreciation for the particular contributions each person made to Board service. Joe brought us the communication norms and impressed us with his thoughtful and intentional use of language and his ability to understand and digest policies. Tamara was appreciated for her questions, perspective, and values, and the description she wrote up of Brattleboro for the executive search firm’s work was spot on. Beth led the Board out of a tough time a few years ago with a deep commitment to transparency, and her mentorship of other Board members has been especially welcome.
10. Meeting Outcomes: Board members and guests shared what they would tell a shareholder about this meeting. These are shared in the staff newsletter and in Food for Thought.
11. Executive Session:
    1. At 7:10 pm, Denise moved and Judy seconded that the Board would enter Executive Session for the purpose of discussing a confidential matter; the motion carried unanimously. Sabine and Sarah were present during Executive Session.
    2. B. At 8:01 pm Beth moved and Tamara seconded to exit the executive session; the motion carried unanimously.
12. Meeting Closing: Board members and guests shared their responses to the questions, “how did the meeting go for you?”

The meeting was adjourned at 8:07 pm.

Minutes approved by 2021 via email vote November 28, 2021

Sarah Brennan, Board Administrator

Board of Director Meetings are open to all Shareholders, and all Shareholders are encouraged to attend and participate. The meetings are on the first Monday of each month with the exception of holiday Mondays, in which case the meeting is pushed to the following Monday. Be sure to reach out to RSVP with the Board Administrator prior to the meeting for a “Zoom” link.

Archive of past Meeting Minutes