Board of Directors Meeting Minutes: September 2023

Brattleboro Food Co-op Board of Directors

Monday, September 11, 2023

Directors Present: Calvin Dame, Judy Fink, Anneka Kindler, Michele Meulendyk, Vanessa Vadim, Jerelyn Wilson, and Johanna Zalneraitis (Zoom)*.

Staff, Shareholders, and Others Present: Director of People and Culture Emilee Hobbs, Director of Operations/IT Erik Hansen (Core Team FYI section only), Board Administrator Sarah Brennan, and shareholder Denise Glover.

President Jerelyn Wilson called the meeting to order at 5:19 p.m.

1. Welcome/Norms: Jerelyn welcomed guests and acknowledged this would be the Board’s first meeting with Core Team members serving as interim General Manager since Lee Bradford’s departure. Participants read the communication norms out loud.
2. Shareholder Input:
   1. Denise Glover, former staff director who stepped down from the Board when she left employment at the Co-op, is running for the Board again as a patron director.
   2. Comments on shopper feedback and stats: basket sizes were down in July.
3. Board Minutes:
   1. Judy moved, and Anneka seconded to approve the August 7, 2023 minutes. Discussion: none. The motion to accept the minutes passed unanimously.
   2. V moved, and Michele seconded to approve the August 22, 2023 minutes. Discussion: none. The motion to accept the minutes passed unanimously.
   3. V moved, and Judy seconded to approve the August 31, 2023 (morning) minutes. Discussion: none. The motion to accept the minutes passed unanimously.
   4. Michele moved, and Anneka seconded to approve the August 31, 2023 (evening) minutes. Discussion: none. The motion to accept the minutes passed unanimously.
4. Board Committees:
   1. GM Search:
      1. The committee charge presented in the packet was finessed, at which point Judy moved, and Anneka seconded to approve the following:The purpose of the 2023 GM Search Committee is to:
         • Retain and oversee those consultants and staff who are going to support the Board in hiring a new GM, as needed.
         • Lead the process for developing the GM profile, including soliciting feedback from staff, and reviewing/revising the 2021 protocols.
         • Oversee the recruitment of a diverse and representative group of candidates for initial screening.
         • Draft negotiation terms for a GM contract to recommend to the Board.
         • Present top candidates to the Board for the full Board to interview.
         • Communicate regularly and clearly to the Board.
         • Provide status updates to Employees and Shareholders.Discussion: none. The motion carried unanimously.  
      2. Emilee provided an update on her GM recruitment efforts. The job posting went live on Friday and there has been a strong response so far. She will project anticipated costs going forward. Some sites charge by the click, and some are day-by-day sponsorships. Jerelyn and Emilee met with Columinate consultant Carolee Colter, who assisted us in the last search to develop the screening process. Emilee will write up a description of how we will proceed. The highlights are that Emilee will conduct the first pre-screening, and she and Carolee will interview potential candidates. They will pass along their recommendations to the Search Committee and will make all of their notes available to the Search Committee.
      3. Board members should share the job posting far and wide within their networks.
   2. Community and Shareholder Engagement:
      1. New Ends Policies: Jerelyn proposed postponing the communication. We will refer to the new Ends at the Annual Meeting, and display a poster, but we won’t write about them for Food for Thought for at least a couple of months. The Core Team will use them in upcoming monitoring reports. The Board agreed to this informally.
      2. Harvesting the results of shareholder input at the Annual Meeting: Calvin will solicit quotes from each of the World Café table hosts. Jerelyn will convene a C&SE Committee meeting to review these and prepare something for the October Board packet.
      3. Further outreach following Annual Meeting: The Committee has also proposed surveying shareholders with the same questions asked at the World Café, and writing a Food for Thought article that synthesizes what we’ve heard. Additional outreach activities could emerge over the coming months, particularly after the Board retreat in December, and in January when the committees reboot.
      4. Feedback on ending the Elder discount: We’ve received a handful of responses so far and can expect more once this is implemented. Staff will respond to logistical questions about how people can maintain a discount via FFA or Commitment to Community. Board members need to be able to explain how ending this discount is in keeping with shifting to needs-based discounts.
   3. Board Member Recruitment: Judy shared that three shareholders showed up for a rich conversation. While it’s a lot of work for only three people, it’s necessary to provide these opportunities. Board candidates will also be available for conversation at the Annual Meeting during lunch. [V exited the meeting.]
5. Board Workplan ’23 – ’24: New Board members will be seated in December this year. Jerelyn will propose an officer slate at the November meeting, which the new Board will vote on in December. Any Board members interested in serving as an officer should contact Jerelyn. Note: There was a typo in the workplan: the January Board meeting will take place on January 8th.
6. Annual Meeting: Jerelyn, Judy, Calvin, Sarah, and Emilee will help set up at 2 p.m. on 9/22. Board members should plan on showing up at 8:30 on 9/23.
7. Monitoring Reports: Judy moved, and Michele seconded, to accept the monitoring report for B.7 Board Officers Discussion focused on how Jerelyn handled the news of Lee’s resignation. The Board did not get the opportunity to hear the news directly from Lee. Going forward, the October packet will contain a recommended change to D.7.1.1.5 as follows: 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”. The motion carried unanimously.
8. Core Team Updates – FYI: Emilee and Erik shared updates since the packet went out.
   1. COVID cases: We have 5. Masks are available to staff. Staff are asked to stay home for five days from the onset of either symptoms or a positive test. A test is not needed to return to work. When returning to work, staff are asked to wear a mask for up to ten days.
   2. Retreat Farm contract: Emilee has been helping them recruit their next general manager for a retail space, and Meg and Erik will be advising them on equipment, fixtures, and how to build out the space.
   3. Deli turnover: There’s been turnover in management which has been hard on the team; we are focused on training and onboarding, and making sure the schedules work for staff. A couple of years ago, the turnover was 65% and we’re better now.
   4. Equipment: Both boilers are in good working order.
   5. Morale: Emilee’s sense is that people are weathering Lee’s departure well in that they are seeing that the day-to-day activities are the same. The Core Team is communicating that forward progress is the focus.
9. Upcoming Monitoring Reports: Jerelyn brought Board members’ attention to the policies being monitored in October: B.2 – Financial Condition and Activities [Board Admin error: this will happen in November], D.3 Board Member Code of Conduct, and D.11 Board Audit Requirements.
10. 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.
11. Executive Session: At 7:05 pm, Judy moved, and Johanna seconded to go into Executive Session to discuss personnel matters. The motion carried unanimously. Present during Executive Session were Board members, Sarah, and Emilee. At 7:42 pm, Michele moved, and Anneka seconded, to exit Executive Session. The motion carried unanimously.
12. 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 7:52 p.m.

Respectfully submitted,

Sarah Brennan, Board Administrator

*John Hatton resigned from the Board on September 2, 2023.

Archive of past Meeting Minutes