Board of Directors Meeting Minutes: September 2022

Brattleboro Food Co-op Board of Directors September Meeting Minutes

Monday, September 12, 2022

Directors Present: Calvin Dame, Judy Fink, Denise Glover, John Hatton, Jerelyn Wilson, and Johanna Zalneraitis. Directors Absent: Michele Meulendyk. Staff, Shareholders, and Others Present: General Manager Lee Bradford, Board Administrator Sarah Brennan (via Zoom), shareholders Pamela Corkey, Ken Fay, Yada Claassen, Anneke Kindler, and Sheila Adams (via Zoom).

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

1. Welcome/Norms Jerelyn welcomed guests. Board members read the communication norms aloud. These are in the Board packet and are provided to guests.
2. Shareholder Input  
   1. Sheila Adams introduced herself. She is a former Co-op employee who worked on the registers for almost 6 years, finishing up in 2021. She served as a steward in the Union and was involved in contract negotiations. She loves the Co-op and thanks the Board for their work.
   2. Jerelyn added that Sheila has been helpful in keeping the Board focused on particular things, one of which is the relationship with employees. As a result of those discussions, the Board will be considering adding a provision to the B.3 – Relationship with Employees policy that will address how employees can report misconduct without fear of retaliation.  Related to this, Lee will also be working on developing a whistleblower policy. Jerelyn thanked Sheila for her persistence.
   3. Ken Fay is very interested in the Co-op, and that’s why he’s here. Yada Claassen has been a member on and off for many years and has been thinking of getting more involved. Anneka Kindler has been a member for 7 years and is interested in joining Board at some point. Pamela Corkey has been a member since she moved here a couple of years ago. She just joined the Co-op as a staff member: she is our new Shareholder Services Coordinator. She is considering joining the Board.
3. Board Minutes Denise moved, and John seconded, to approve the August 2022 minutes. Discussion: Jerelyn suggested an edit to a comment she had made during the introduction to the strategic conversation. The motion carried unanimously.
4. GM Monitoring Report: B.6 – Shareholders
   1. Introduction: Jerelyn stated that after the Board reviews this monitoring report, we will consider a potential change to this policy; that we will vote on either tonight or later if the discussion warrants it.
   2. John moved and Judy seconded that the Board approve the monitoring report for B.6 Shareholders.
   3. Desire for Policy Revision: Lee called Board members’ attention to the first statement in the policy: “The General Manager may not fail to establish, maintain and promote a vital shareholder program in a manner consistent with the cooperative principles and the bylaws of the Brattleboro Food Cooperative.” He recommends that we review the legality of our current shareholder worker program. Because our shareholders are not compensated at the federal minimum wage, we are in legal jeopardy. Other co-ops have had to discontinue their shareholder worker programs for this very reason. He would like to keep our program active and vibrant, by changing it from a labor program, to a participation program: shareholders would be rewarded for work done in the community, instead of directly at the Co-op. The benefits (the discount) would remain the same.
   4. Discussion and Vote on Monitoring Report:
      • “Active shareholders” is defined as those who are current on their $80 equity payments. We have 8,791 active shareholders. We have another 2,500 or so who are not current on their equity payments. Note: this is not an indication of how much either group spends at the Co-op.
      • Due to COVID, we have seen a decline over the past two or three years in how many hours of in-store time shareholders have been able to provide.
      •  “Shareholder Equity” refers to both the value of the Co-op facility itself, plus our inventory, plus the total of all equity payments ($80 per share). We still have debt against the building so once we pay off the mortgage, the shareholders will have more equity.
      • We give out far more in discounts at the register, than we do in patronage dividends. And, we give out those discounts before we even know how much (if any) money we’ve made. Even if we’re doing poorly, we’re obliged to give out discounts, which is a problem. We should look at that.
      • When we are doing well, and are in the position to give shareholders a patronage dividend, we first retain 80% of the declared dividend for operational expenses and investments, and distribute the remaining 20% to shareholders in proportion to their spending at the Co-op. This allows us to continue operations while maintaining healthy debt ratios.
      • The motion carried unanimously.
   5. Discussion on altering policy B.6 in light of Lee’s concerns:
      • Jerelyn noted that bylaws are subject to shareholder approval, but that policies are the purview of the Board. The Board must consider policy changes in light of the bylaws.
      • Jerelyn read a proposed revision to 6.2: “The GM may not fail to establish and maintain a shareholder participation program that enables shareholders to contribute labor or services in exchange for a discount on purchases.” The change is from “labor system” to “participation program”, and it explicitly refers to the discount structure provided for in the bylaws.
      • This proposed revision does not address the point raised earlier that we are giving discounts before we know what the financial health of the Co-op is.
      • Previous Boards have also discussed shifting to a needs-based discount (rather than age-based, for example), and this proposed revision does not address that, either.
      • Suggestion: Change “participation” to either “service” or “community service”. Also, we need to explore whether community service would still trip us up, from a legal perspective.
      • Lee, Jerelyn, Calvin, and John will research whether discounts given in exchange for work performed in the community puts us in legal jeopardy. If they don’t, we can contemplate a policy change. If they do, we have a bylaw that is not in compliance with the law, and we would need to take that up with the shareholders, perhaps at a special meeting (rather than waiting until next fall).
      • The shareholder worker program and its associated discount are part of our DNA. It’s critical that we have some sort of program to incentivize our shareholders to engage in the community and with each other.
5. FYI Board Items and Board Monitoring Report
   1. Board Term Lengths: Jerelyn explained that when someone steps down from the Board partway through the year, we can end up with open seats of varying term lengths available at the next election. We have an incumbent running this year who prefers a shorter-term seat. Sarah and Judy have crafted a protocol to assign terms to candidates according to their preferences and how many votes they receive.  The intent is to be transparent and fair to anyone running for election. Judy added that we have two one-year seats available this year; per this protocol if we end up with three people who want those seats, those with the most votes of those who prefer that, would get them. If no preference is stated regarding term length, candidates receiving more votes will get the longer terms. No concerns were expressed about the proposed protocol.
   2. GM Evaluation: Jerelyn called Board members’ attention to the materials in the packet pertaining to Lee’s upcoming compensation proposal. As described in the packet, Lee’s evaluation consists of the regular review of his monitoring reports. Next month, Lee will present the Board with a compensation proposal that goes through June of 2024. The Board will consider Lee’s proposal in Executive Session and will vote on it in November in Executive Session. The materials will not be in the Board packet, and per our Board policies, Staff Director Denise will not be participating in the discussion or vote.
   3. Monitoring Report: Judy moved, and Denise seconded, to accept the monitoring report for B.7 – Board Officers. Discussion: Jerelyn asked Board members to check with their mentor on where to find information on whether or not a policy has been complied with: ask them, “how would I know this?” For longer monitoring reports such as this B.7, it would be helpful for Sarah to include the “has this policy been adhered to” statement with each question. The motion carried unanimously.
6. GM Updates and FYI
   Lee shared updates since the packet went out.
   1. Staffing: We’ve been focused on getting staffing and getting key positions filled. With our competitive wages and by improving our recruiting messaging, we’re now up to 154 employees: we are fully staffed for the first time in a long time. You can feel the stress come down a notch: a whole department is not upside down if someone calls in sick, and this lets us have the salad bar open again. We’re also in the midst of revamping our onboarding and training programs. Amy Crawford has joined us as our full-time Marketing and Community Relations Manager. She had been filling in on an interim basis until now. We’ve also created a new Safety and Security Manager position, which will help us formalize our understanding of loss prevention, shrink, and theft. We want a community-based approach to connect those who feel the need to steal from us with resources. We are queueing up training on active shooters, Narcan administration, and Code Adams. We filled this position internally.
   2. Property: We are investigating ways to put make more effective use of the west end of the property, which is on both sides of the Whetstone Brook, next to NEYT. We’ve walked it with the CT River Conservancy. We could clean it up, put in trails for shareholders to enjoy, put in a storage shed, or make it an educational resource. We would also like to explore getting ownership of the Whetstone Pathway directly across from our parking lot. We could do a lot with it, such as community markets and produce fairs. We will be installing a cover over the bike racks.
   3. Retreat Farm: We hope to have a pro forma and feasibility study in place for a joint venture over the next six months, by March 31, 2023.
7. Strategic Conversation
   What are the three top-level justifications for the BFC to exist? What would be the biggest losses for this town if the BFC disappeared?
   • A community-owned business that gives back to the community
   • A source of healthy, locally-sourced food that is within walking distance of many people, and a destination sought out by many others who live farther away
   • 154 jobs
   • A place where people pool their resources to meet their shared needs
   • A $23 million business where the profits are returned directly back into the business and to its community owners
   • A cornerstone for the independent and locally-owned spirit of Brattleboro
   • A downtown anchor that’s a wellspring of activity, and a gathering place for meetings and conversations (in the café, in the aisles, on the patio, in the community room)
   • A source of knowledge, education, and resources related to health and nutrition
   • Financial and material support for a variety of local organizations that the Co-op supports through donations, register donations, and other direct assistance
   • Financial health and viability for many farms, producers, and vendors, both in VT and adjacent states, who sell their products at the Co-op or provide services to the Co-op
   • A place where you are recognized, greeted, and appreciated
   • A place that encourages its shoppers and shareholders to commit to community via register donations and volunteering locally

     Note: Lee would like discussion and perspective on how to focus our charitable contributions. We are constantly solicited for donations. If our primary mission is on food security and feeding community, we have an opportunity to rethink and refocus our efforts.

     Jerelyn stated that we need to connect with this, hold this up, and make sure the road we’re walking down matches with these key aspects of what makes the Co-op a worthwhile organization.

8. Board Committees
   1. Board Member Recruitment. Judy reminded Board members to use the recruitment log on the Board website to put down contact info for anyone she should be contacting about Board service. We have five seats to fill, three incumbents who are running again, and so far we have not received any of the materials. Can a printout of the recent email to shareholders be made available at the registers?
   2. Community and Shareholder Engagement: Compared to regular tabling, conversations at the recent “Meet the Board” events are less about the shopper experience and more about Board-related work. Suggestion: text Lee when operational questions surface that he is better equipped to address. Gallery Walk is not particularly remunerative, but our presence is appreciated. Calvin and Jerelyn will do a café in September, John and Jerelyn will do a café in October, and Johanna, Denise, and John will do the October 7 Gallery Walk. Calvin is soliciting ideas for the next couple of Food for Thought issues. October’s article will likely focus on the fact that it’s Co-op month.
   3. Annual meeting: Lee will be moderating a panel with Curtiss Reed, Emilie Kornheiser, Andrew Courtney, Patrick Moreland, and possibly someone from the Downtown Brattleboro Alliance.
9. What Would You Tell a Shareholder?
   Board members and guests 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 question “how did the meeting go for you”.

The meeting was adjourned at 7:23  pm.

Respectfully submitted,

Sarah Brennan, Board Administrator

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