Board of Directors: Meeting Minutes October 2023

Meeting Minutes of the Brattleboro Food Co-op Board of Directors for Monday, October 2, 2023

Meeting held via Zoom

Directors Present: Calvin Dame, Judy Fink, Michele Meulendyk, Vanessa Vadim, and Johanna Zalneraitis

Directors Absent: Anneka Kindler, Jerelyn Wilson.

Staff, Shareholders, and Others Present: Store Manager Meg Sellarole, Chief Financial Officer Anthony Santorelli, Board Administrator Sarah Brennan, and shareholders Denise Glover and Sheila Adams.

Vice President Judy Fink called the meeting to order at 5:19 pm.

1. Welcome/Norms: Judy welcomed guests. She noted that she is facilitating in Jerelyn’s absence. Participants took turns reading the communication norms aloud.
2. Shareholder Input:
   1. We don’t have the regular shareholder statistics this month: we are still learning how to extract them from Catapult.
   2. Guests were invited to share any questions or observations. Sheila thanked the Board for their dedication and introduced herself. She stated that she had some comments:
      1. The approved July minutes state that she “suggested that the Board revise the second sentence of Policy B.3 Relationship with Employees to read “[t]he general manager shall not cause staff to be treated in any way that is unfair [etc.].” Sheila stated that this is missing some important context. She stated that this was not her suggestion; rather, it was suggested by a prior Board director in July 2021.
      2. She added that there were other things about that meeting that were unusual. It was facilitated by a consultant, and the meeting began with an Executive Session. She stated that “days later, Sabine Rhyne [then GM] resigned.”
      3. Sheila went on to note that the Board was “meeting tonight in violation of bylaws” concerning staff directors [Section 5.2 – Classification, part of which states, “A minimum of one and no more than two directors shall be staff shareholders; the remaining shall be patron shareholders.”]
      4. She asked at the July ’23 Board meeting what the recruitment committee had done to reach out, citing Board Policy D.8.1, which states that “The Board Recruitment Committee (standing committee) shall serve the purpose of overseeing the process for recruiting suitable board candidates.” [V entered the meeting]. She said that Sarah was good enough to send her something that was in the Beet [promoting Board service to staff members].
      5. She said that she would like to see “a robust educational outreach to staff about what the Co-op does, how important the role of a director is, and actively recruit.”  She asked how many huddle meetings board members have taken part in as a guest, and how many times in the past two years the Beet has contained an invitation to staff to serve on the Board. She asked how many conversations on the floor Board members have had about the work of the Board and what they do. She stated that Board members have an obligation to find suitable candidates to step up.
      6. She noted that at the August Board meeting, Jerelyn asked the Board to consider potential changes to bylaws, including whether staff participation on the Board is required. She cited a number of local co-ops that require staff to be on their boards, and asked what the origins of this request were: conversations in Executive Session or with consultants?
      7. Sheila noted that Policy D.8.4 states that “when a Board member leaves the Board, the Board will inform the shareholders of the vacancy.” She asked where she could find notifications of such vacancies.
      8. Judy thanked Sheila for her comments. In keeping with recent practice, the Board will respond to Sheila’s questions and concerns after the meeting. Sheila requested that the full Board provide input to that response.
3. Board Minutes:
   1. Johanna moved, and Michele seconded to approve the September 11, 2023 minutes. Discussion: none. The motion to accept the minutes passed unanimously.
   2. Calvin moved, and Michele seconded to approve the minutes from the Annual Meeting. Discussion: none. The motion to accept the minutes passed unanimously.
4. Board Committees:
   1. GM Search: Judy and Calvin shared their perspectives on the most recent GM Search Committee meeting (held after, and hence not represented in, the Board packet), at which Emilee Hobbs provided the Search Committee with a presentation and discussion on how to conduct interviews. A big takeaway was how to be aware of biases. The Search Committee has also added to the list of required/desired qualifications. Carolee Colter and Emilee have prescreened several candidates whom they plan to interview this week.
   2. Recruitment Committee: One staff member has expressed interest in serving on the Board, but we have not been successful in making contact with them.
   3. Community and Shareholder Engagement: See below.
   4. Process for Slate of Officers: Jerelyn will be reaching out via email to request those interested in serving as an officer to step up. The slate will be in the November packet and will be voted on in December.
5. World Café Follow-Up:
   1. Overall feedback on Annual Meeting: Judy feels we sent a strong message to shareholders about having a stable Board and management team. Shareholders were very engaged, and the conversations were lively. This was Johanna’s first in-person annual meeting; she appreciated the concise reports from Jerelyn, Anthony, and Lee. The room was colder than we expected. Next year we will shoot for a larger venue, with outdoor potential. It was great that Calvin was able to provide a meeting summary so quickly (available on our website and linked to in the 10/1 Food for Thought newsletter).
   2. Michele led a discussion on the World Café conversations, which she and Jerelyn transcribed, and which she then condensed into word clouds, in which the size of the font reflects the frequency of the word’s use. Discussion touched on the following:
      1. Common themes: community, local food and agriculture, education, and expansion.
      2. The current Co-op leadership is fairly well dialed into what our shareholders want.
      3. Outreach and communication ideas: Coordinate with the marketing/outreach staff on promoting the Commitment to Community (C to C) program: promote a C to C tabling day, and engage participating shareholders to share their experience. Plan out Food for Thought article topics ahead of time. Reinstitute Board tabling. Provide education for staff and community about what a co-op is and does, and why the business model is different. Create family-friendly gatherings, similar to Orchard Aid.
      4. Immediate next steps: With the new Board about to form, this is good material to bring to the Board retreat. It could also be brought up at an upcoming Core Team meeting.
6. Monitoring Reports:
   1. Michele moved, and V seconded, to accept the monitoring report for D.3 Code of Conduct. Discussion: V shared that her responses regarding compliance with Policies 3.2 – 3.5 are all related to the circumstances of Lee Bradford’s departure. The Board was not provided an opportunity to have input on how that was going to happen. She maintains that this was a huge oversight and failure of procedure. Judy noted that the Board would be voting shortly on a change to the policy outlining the President’s responsibilities to help address this. When Jerelyn is able to participate, V would like a group discussion on Board cohesion to ensure this doesn’t happen again. Michele agreed and suggested this happen at the upcoming retreat. She suggested other topics as well:  what it is to be a Board, and clarity on Board and staff roles/responsibilities. The motion carried unanimously.
   2. V moved, and Johanna seconded, to accept the monitoring report for D.11 Board Audit Requirements. Discussion: Michele’s suggestion for a wording change in this policy will be taken up at the November Board meeting. The motion carried unanimously.
   3. V moved, and Calvin seconded, to amend Policy D.7.2.1.5[1] as follows (new text shown underlined): “The President will maintain regular contact with the General Manager on behalf of the Board and will keep the Board informed in a timely manner of significant developments.” Discussion: V stated that while this change is a positive step, it is not sufficient in that it doesn’t address what actions the President can take unilaterally. Calvin agreed. Michele noted that the President does have some specific responsibilities, including speaking publicly on behalf of the board. It’s important to get clear on this. She noted that we can revisit this policy at any time. The motion carried unanimously.
7. Core Team Updates: – FYI: Meg and Anthony shared updates since the packet went out.
   1. We’re seeing more COVID cases; we’ve had to push back the new Assistant Grocery Manager’s start date accordingly.
   2. End of Elder discount: Today was the first day with no Elder discount. We have a strong plan in place for responding to any concerns. The Front End staff started letting affected shareholders know last week as they came through the registers. They have business cards for Shareholder Services available. Shareholder Services will work on a case-by-case basis to identify other discount options and pass philosophical questions on to Sarah for the Board to follow up.
   3. Catapult: We’re not yet satisfied with ECRS’s response to our various concerns and questions.
   4. Resets: We hope to implement Phase 1 of a planned Bulk reset by the holidays – we’re waiting to see if some fixtures come in on time. We’ll expand some sets, and use more of the square footage. We hope to drive some sales. We will also be adding a 4-foot set of non-alcoholic beverages in Beer/Wine.
   5. Green Choice: Chris, our merchandising manager, regularly looks at industry sales trends and has been working with Galen. Chris looks at whether we are satisfying our mission of having sustainable targets in every category. By working with Green Choice, we can look at our sets throughout the store and see if we have areas we’re lacking in, for either health or sustainability attributes.
   6. Staff event: We’re shutting down early tomorrow for an all-staff event.
   7. Anthony touched on our financial picture: Our year-to-date sales are running ahead of our annual business plan ($7 million against a plan of $6.8 million). Our plan for catering was $160K, and we are at $180 YTD. We have a lot of jobs in the queue already for the rest of this calendar year. Overall, we had expected and planned to lose money in July and August, but so far, we are breaking even, which tells us that we are on the right track. Managers have been on top of their margins. Hopefully, we’ll be in the same strong and positive financial position for when we do the B.2 Financial Condition and Activities monitoring report next month.
   8. Now that employees receive a 20% discount, they no longer need to work shareholder hours for an extra discount. Under the new contract, union members are automatically enrolled as shareholders. They can opt-out, and if they leave employment at the Co-op, they can either buy their share or withdraw.
8. Upcoming Monitoring Reports: Judy brought Board members’ attention to the policies being monitored in November: B.2 – Financial Condition and Activities, D.8 Board Perpetuation, Election, and Orientation of New Members.
9. 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.
10. Meeting Closing: Board members shared their responses to the questions “What went well or not so well” and “What is one thing you’re taking away from our meeting?”

The meeting was adjourned at 6:46 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator

[1] Note the policy number. The packet incorrectly referred to this as D.7.1.1.5.

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