Board of Directors Meeting Minutes: November 2023

Brattleboro Food Co-op Board of Directors Meeting: Monday, November 6, 2023

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

Staff, Shareholders, and Others Present: CFO Anthony Santorelli, Director of Operations Erik Hansen, Board Administrator Sarah Brennan, and shareholders Sal Chappa and Jay Callahan.

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

1. Welcome/Norms: Jerelyn welcomed guests. Participants took turns reading the communication norms aloud.
2. Shareholder Input: 
   • A. Jay Callahan shared his frustration that Telecheck has not been accepting checks from the 802 Credit Union. Director of Operations Erik Hansen explained that we have only seen this problem within the last week or so. We’ve reached out to both Telecheck and 802, and have urged 802 to to resolve this with Telecheck. Jerelyn urged Jay to contact 802 as well. [Jay departed.
     
   • B. Sal Chappa introduced himself. He works at the Co-op as a floater, primarily in Wellness and Cheese, and is interested in exploring Board service in the future. He is also curious to know what the plan for staff involvement in the GM Search process is.
     
   • C. Shopper feedback: It was suggested that the statistics report should clarify that staff receive a 20% discount whether or not they are shareholders. Seeing both YTD and monthly averages for the stats is helpful. Feedback from receipt surveys is shared with all managers.
     
3. Board Minutes: Judy moved, and V seconded to approve the October 2, 2023 minutes. Discussion: Suggested edit to 7.H to clarify that staff leaving the Co-op refers to their employment at the Co-op. 
   
   The motion carried with three abstentions (Jerelyn, Anneka, Denise).
   
4. Accept Election Process/Results:
   • A. Judy moved, and Calvin seconded to acknowledge and accept the 2023 election results. The motion was carried with one abstention (Denise).
     
   • B. Jerelyn congratulated returning incumbents V and Michele, and welcomed Denise back to the Board. 
     
5. Officer Slate:
   • A. Jerelyn reminded Board members that Policy D.7.1 sets out how officer slates are developed. Calvin moved, and Denise seconded, to accept the proposed slate of officers (Jerelyn Wilson, President, Michele Meulendyk Vice President, Treasurer Anneka Kindler, Secretary Judy Fink). 
     
   • B. Discussion: At V’s request, each proposed officer confirmed their interest and willingness to serve in their respective capacities. 
     
   • C. The motion carried unanimously. [Erik departed.]
     
6. Board Committees:
   • A. Search Committee: Jerelyn reported that Emilee has screened all applicants to date. 75% of applicants don’t meet the qualifications. The soonest we’d expect to have another Search Committee interview is at the end of next week. Board members are asked to update the schedule sheet for 11/16, 11/17, 11/20, and 11/21. Interviews are being recorded for those unable to participate in real time. Jerelyn is hoping to make a hire between Thanksgiving and Christmas. So far, the Core Team is managing well as interim GM. If we go into the new year without having made a hire, we could consider asking Columinate for a recommended interim GM. The goal is to have two finalists visit in person for interviews with the Board and with the management team and to be available to meet staff, who would be invited to provide feedback to be taken into account when the Board makes the decision.
     
   • B. Policy and Bylaws: V moved, and Anneka seconded, to amend policy D.11 Board Audit as shown in the packet (and below). Discussion: These are extraneous words, they are not needed. The motion carried unanimously. Final text of policy as amended: 
     • The Board ensures the engagement of the services of an outside Certified Public Accountant annually for the purpose of examining the year-end financial statements. This examination shall comply with the terms and conditions of the Co-op’s financial obligations to lenders and stakeholders.
       
7. Annual Meeting Debrief: 
   • A. Next steps: The Board agreed that surveying people who registered but did not attend is not worth it at this point. Jerelyn would like to focus more on leveraging what came out of the World Café conversations. Judy will coordinate a meeting between Jerelyn, Judy, Amy, Sarah, and any other Board members who wish to get involved. 
     
   • B. Alignment: Jerelyn stated that she felt that shareholders share the Board’s concerns and focus on climate change and economic disparity. With respect to the former, when we support regional agriculture, it helps this whole region be more resilient in dealing with climate change. Calvin reminded the Board that it was a lovely experience to be there and that fostering conversations among shareholders about their life in the Co-op is an important success. 
     
   • C. 2024 Annual Meeting Thoughts:
     • 1. Location: The Retreat Farm is holding both 9/21 and 9/28 for our 2024 meeting. A location closer to town will help attendance. 
     • 2. Format: We should allow for participation in as many ways as possible, perhaps by revisiting a hybrid online/in-person meeting. For example, the business meeting could take place online. Attendance was high during the pandemic-era online meetings, plus many people are still shy about meeting in-person. In-person gatherings allow for deep dive conversations. 
     • 3. Theme: V shared her impressions of Putney’s recent outdoor Annual Meeting, which was focused simply on celebration. There was music and food, both from food trucks and co-op-prepared. 
8. Monitoring Reports: 
   • A. Judy moved, and Anneka seconded, to accept the monitoring report for D.8 Board Perpetuation, Election and Orientation of New Members. The motion carried unanimously with one abstention (Denise). Discussion touched on the following points: 
     • 1. Jerelyn and Calvin intended to answer “no” to 8.1.3 (“No action by the Board Recruitment Committee or the Board shall infringe on the right of any shareholder to run for a seat on the Board as provided for in the by-laws. Do you know of any such action that has occurred?”)
     • 2. Board orientation: Judy and Sarah will be working on orientation materials for new Board members. 
     • 3. The requirement in Policy 8.5 that a patron director who becomes a Co-op employee must step down from the Board. If there is an available staff director slot on the Board, the person can be reappointed. V is not comfortable with this provision. 
   • B. Denise moved, and Johanna seconded, to accept the monitoring report for B.2 Financial Condition and Activities. The motion carried unanimously. Discussion touched on the following points:
     • 1. Discussion: The appropriateness of the policy itself: Anthony believes it follows good business practices. Sarah noted that Columinate’s financial training for Board directors provides an example of a policy that calls out avoiding fiscal jeopardy, meeting or beating peer performance, being prepared for future opportunities, and accomplishing the Ends. 
     • 2. Net income: FY24’s projected net income is a big difference from our $93,000 loss in 2016. It looks like it will be a decent year. 
     • 3. Sales: Q1 sales are 6% up from over a year ago. Some ($160K) is due to catering, some is due to adjusting our prices and staying on top of them better, and some is due to inflation itself. Transactions and basket sizes tend to be consistent. 
     • 4. Margins: Do higher margins mean our prices are higher than our competitors? Response: not necessarily. A lower margin does mean the customer’s price is closer to what we paid for the product. From a benchmark perspective, our plan is for an overall 39.6% margin and we’re making our way toward that. We have margin goals for each department and track them closely. 
     • 5. Catering: Our Annual Business Plan only factored in the Marlboro Music Festival at Potash Hill – anything aside from that is gravy. 
     • 6. Cost of Goods: This was below plan. 
     • 7. Cash flows: The “cash flows from investing” of ($87,418) was capital expenditures. The “cash flow from financing” is interest payments. The recent trend in decreasing cash reflects our investments that should add to profitability, such as Catapult (about $200K). We are hoping for less of a hit on cash in the next quarter.
9. Core Team Updates – FYI:
   Jerelyn stated that she has appreciated having other Board members attend the end of the weekly Core Team meetings. We did not see any particular fallout from the 45-minute store closure on October 16. 
10. Board’s Role in Life of the Co-op:
    • A. Jerelyn noted that this agenda item was added to address some questions V had raised, and asked V to speak to those concerns. 
    • B. V stated that there is a separation, some due to policy governance structure, between the Board and the rest of Co-op life and other shareholders. She stated that she is not trying to dismantle the idea that there is a line on a lot of the day-to-day workings between the GM, who acts as that door, that threshold, between the Board and the store. That line seems to function well, but the idea that we somehow are still separate and kind of closed off from the workings of the store does not feel like it’s in the spirit of cooperative structure. She stated that it feels separate, that it creates this kind of elite [perception]. She added that when the Board goes into recruitment and outreach, we’re already having to jump over extra hurdles because we’re structurally removed from the organization in so many ways. She stated that she understands this fear that the Board will get nitpicky about day-to-day operations or overstep, which she feels underestimates Board members’ abilities and involvement. People are given a job description, they aren’t distrusted to not overstep, so why is the Board distrusted to insert itself in areas that aren’t their job. She said she doesn’t understand that – it doesn’t feel good, and it doesn’t fit a cooperative and democratic model. It creates division, and then generates more divisions and distrust than the danger of overstepping would, and it diminishes the role of the Board too. The Board should also look at how members are compensated, because without compensation you end up with a Board that is only represented by people who can afford to do this for free. 
    • C. Judy stated that it would benefit all the Board to spend time trying to understand together what our roles are, how we fit in the ecosystem of the Co-op, and have consensus around that. 
    • D. Jerelyn and Michele are responsible for developing the agenda of the Board’s annual Retreat and will include time for such a conversation. Reminder: this is being held December 9 from 9:30 – 3:30. We will be working with a new Columinate consultant as well: Molly Snell-Larch.
11. Upcoming Monitoring Reports: Jerelyn brought Board members’ attention to the policies being monitored in December: B.5 Continued Operation, C.1 Board /Management Relations and C.2 Delegation to the GM.  
12. 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.
13. Executive Session:
    • A. At 7:23 pm, Denise moved and Anneka seconded to enter Executive Session for the purpose of discussing a personnel matter. The motion carried unanimously. Only Board members were present during Executive Session.
    • B. At 7:51 pm, V moved and Denise seconded to exit Executive Session. The motion carried unanimously.
    • C. Compensation: Johanna moved that we recommend financially compensating the Core Team according to Option 2 for providing leadership during this transition period until a new GM starts or an interim GM is hired. Compensation is retroactive from Oct 16. Calvin seconded the motion. Discussion: none. The motion carried unanimously.

The meeting was adjourned at 7:59 pm.

Respectfully submitted,

Sarah Brennan, Board Administrator