These are the minutes of the Board of Directors meeting which took place on Monday, October 14, 2024.

Present at meeting

Directors Present: Kevin Brennan, Calvin Dame, Denise Glover, Anneka Kindler, Michele Meulendyk, Evan Silber, and Johanna Zalneraitis.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan, and Shareholders Spoon Agave, Nancy Shaw, Lee Halpern, and Sheena Tesch.

Vice President Michele Meulendyk called the meeting to order at 5:16 pm.

1. Welcome

Michele welcomed guests, introduced themselves to all present, and took turns reading the communication norms aloud.

2. Shareholder Input

1. Guests introduced themselves, beginning with the three interested in being appointed to one of the Board’s two vacant seats. Sheena Tesch is the operations manager at the Putney Food Shelf and is focused on food access. Lee Halpern is the Deputy Director of Food Connects – a BFC partner and vendor – and is interested in creating a sustainable local food economy to allow small farmers to succeed in an environment of big box stores. Nancy Shaw is a chef who served on the Board a long time ago; the Co-op is a central part of her life. Her skills include finance, policy and procedures, and executive decision support.
   
2. Spoon Agave elaborated on remarks he made at the Annual Meeting. He stated that he would like to be part of a visioning process for the Co-op. [Spoon exited].
   
3. The Board reviewed shareholder statistics and recent receipt surveys. Anthony noted that we have expanded our Field Day offerings in response to pricing concerns and have also raised many Field Day products to eye level. Going forward we will show the breakdown of shareholders vs. non-shareholders in transactions and purchases.

3. Election Results

1. Johanna moved, and Evan seconded, to acknowledge and accept the 2024 election results. Discussion: We had a much higher turnout than last year. The motion carried unanimously.
   
2. Michele explained to guests that the proposed slate of officers had been developed and discussed prior to this meeting. Denise moved, and Johanna seconded, to accept the following slate of officers: Michele Meulendyk as President, Denise Glover as Vice President, Anneka Kindler as Treasurer, and Johanna Zalneraitis as Secretary. Discussion: none. The motion carried unanimously.

4. Annual Meeting and Minutes

1. Anneka Kindler moved and Denise seconded to approve the minutes from the 2024 Annual Meeting. Discussion: Two typos were found in numbers in the Treasurer’s report. The motion to approve the minutes as corrected carried unanimously.
   
2. Annual Meeting Debrief: Board members shared feedback they had heard from participants. The meeting was enjoyable, the best they’ve seen in a while; some of the Commitment to Community partners appreciated the opportunity to meet shareholders, and some got more volunteer sign-ups than they expected.
   
3. Calvin moved, and Evan seconded to approve the minutes from the September 9, 2024 meeting. Discussion: none. The motion carried with one abstention (Kevin).
   
4. Board members shared feedback on the draft survey to follow up on the Annual Meeting.

5. Monitoring Reports

1. Denise moved, and Evan seconded to approve the monitoring report for D.8 Board Perpetuation, Election, and Orientation of New Members. Discussion touched on the role of the secretary in onboarding new members and the necessity of more comprehensive training on financial matters. The motion carried with one abstention (Kevin).
   
2. Michele moved, and Evan seconded, to update Policy D.1.8.2 to read, “The Board Recruitment Committee shall ensure that the candidates for election are presented to shareholders”. [Text to be added is underlined.] Discussion: How candidates are appointed to the Board is spelled out elsewhere in D.8. The motion carried unanimously.
   
3. Anneka moved and Denise seconded to approve the monitoring report for A.1 End 3 “Just and resilient local economy”. Discussion touched on the following:
   1. Interpretation Statement: No concerns were raised about the interpretation statement.
      
   2. Compliance Data: No concerns were raised about whether the compliance data was sufficient; however, the following suggestions were offered:
      
      • Provide information on the range of topics covered in our classes
        
      • For context, show all expenditures (e.g., include operating expenses as a percent of gross revenue)
        
      • Provide totals in the month-by-month breakout of tablers, community room use, and Round Up donations
        
      • Provide text narrative of what is and is not included in the “Community $’s” chart (included: donations, sponsorships, and discounts. Not included: holiday meals, Round Up, value of food donations)
        
      • Add non-$ data such as food donations (pounds) and more detail on Commitment to Community (# organizations supported, # volunteers)
        
      • Observation: we can’t actually declare that we “meet the needs of all individuals no matter their economic circumstances”; rather, this is something to strive for
        
      • Show what percent of sales are local
   3. Future/Broader Board conversations: The Board should devote time to focus on the Co-op’s role in responding to difficult situations that challenge the whole community. Previous conversations along these lines two years ago are what led to the Board revamping the Ends to better address the impact of economic disparity and climate change.
      
   4. The motion carried unanimously. 

6. Board Committees

1. Policy and Bylaw Committee: Michele proposed that in the coming year, we disband the current committee in favor of an ad hoc group to research any proposed policy changes, develop proposed language, and bring their work back to the full Board for review and approval. Board members agreed with this proposal via a show of hands.
   
2. Community and Shareholder Engagement (C&SE): Anneka stated that this committee did not meet in September due to the Annual Meeting. She and Jerelyn tabled during the election period and fielded some questions about the new BFC Cares initiative. The Committee will next meet on 10/16 to work on a revised charter. Going forward, the Committee will be renamed “Shareholder Engagement” in recognition that the Board’s legal and fiduciary responsibility is to shareholders, not the community at large. Our shareholders value a community focus, which we express through our Ends Policies to our GM. Community outreach happens at the operational level.
   
3. Board Recruitment: Outgoing committee chair Denise stated that Calvin and Jerelyn have been meeting with some of the people interested in being appointed to our two open seats. Calvin will chair this committee going forward, as Denise in her capacity as Vice President will be responsible for heading up the Annual Meeting planning committee.
   
4. Finance Committee: Kevin noted that given the first two stated responsibilities of Board members on the Board Candidate Statement of Interest (upholding fiduciary duty on behalf of shareholders, and exercising due diligence monitoring the Co-op’s financial condition), it is odd that we have no finance committee. Sarah noted that this is alluded to in the policy outlining the responsibilities of Board officers. Anneka stated that she does not have the background or experience to manage this and would need guidance, perhaps from Columinate. Michele stated that the Board would discuss this further at the retreat.
   
5. 2024-25 Board Work Plan: Board members agreed that the December retreat will include a focus on developing committee charters, and choosing what committees to serve on.
   
6. Code of Conduct forms/conflicts of interest disclosures: Kevin and Johanna agreed to update their respective forms with more detail. Michele let Board members know that Denise will be mentoring Kevin. She suggested that any Board members who would find it helpful to review the packet with a buddy reach out to other Board members.
   
7. Retreat Dates/Committee Assignments/Sign Up Sheets: Board members settled on Saturday, December 14 for the retreat.

7. GM FYI Update

Anthony shared updates since the packet went out. Discussion focused on the following:

1. Vaccinations: We administered these to 27, not 67 people as shown in the packet.
   
2. Insurance from boiler failure: When our boilers were drained by the fire department, we lost the appropriate mix of water to glycol. That was fixed last week and insurance has covered it. We submitted claims against lost sales, lost inventory, bills associated with what happened (for example: alarm system repairs), and being closed for a day. We have been paid for the inventory and for the closure and lost sales, but we are still pushing for how that was calculated and what was factored in.
   
3. Stay survey: This takes the pulse: what do you like, what don’t you like, what can we do better? There was a recurring theme: the separation of “upstairs” and “downstairs” and a desire for more communication about and involvement in decisions. Emilee is going through the results with all staff. There have been three sessions so far. Ninety people responded, which was better than the last time.
   
4. Audited financials: We don’t have the final numbers yet; the expected increase to our FY24 bottom line is due to not having to pay as much federal taxes as we had anticipated.
   
5. Shrink: We have tracked shrink all along but until now have not been incorporating it into reports. We are creating departmental-based cost centers to allow each department to see their wages, expenses, revenue, and shrink. This will create more accountability.
   
6. BFC Cares: We are doing this to give employees more say about where we’re sending this money. This is an avenue for the Co-op to get into the non-profit sector, to be able to receive grant funds. This entity would be a stand-alone organization registered with the state with its own mission statement and a Board of Directors. Round Up donations are now divided equally between Foodworks, BFC Cares, and a rotating non-profit. The idea emerged from staff member excitement about being able to do more for the community. Michele noted that cashiers are still not consistently asking shoppers whether they want Round Up.
   
7. Curbside sales are about $200 to $300/week. We will use the coolers in the vestibule differently given the reduced need for their use for storing curbside orders.
   
8. Electronic shelf tags: These would allow price updates to be implemented far more quickly.
   
9. LoyaltyBot: At least two other co-ops are using this to reach their shoppers. It might feel invasive to some customers.
   
10. EcoPortal: This tool would allow for a smoother relationship with accounts payable and would speed up our processes.   
11. Michele

8. Upcoming Monitoring Reports

Michele brought Board members’ attention to upcoming policies being monitored: B.2 Financial Condition and Activities, C.1 Board/Management Relations and C.2 Delegation to General Manager. Discussion:

1. The B.2 monitoring report will contain a statement of ratios with a year of history, which will help address questions about cash flow, liquidity, and our ability to be responsive to any worst-case scenarios.
   
2. C.1: Suggestions made by Board members while reviewing GM monitoring reports should be understood as such; they are not binding without full Board authorization by way of a vote. The relationship between the Board and the GM can be framed as a thought partnership.

9. 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.

10. Executive Session

1. At 7:55 pm, Denise moved, and Anneka seconded to enter into Executive Session for the purpose of discussing Board vacancies. The motion carried unanimously.
   
2. Only Board members were present during Executive Session.
   
3. At 8:20 pm, Calvin moved, and Anneka seconded to come out of Executive Session. The motion carried unanimously.

The meeting was adjourned at 8:20 pm.

Respectfully submitted,
Sarah Brennan, Board Administrator/Sustainability Coordinator