Board of Directors Meeting Minutes: September 2024

October 16, 2024
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These are the minutes of the Brattleboro Food Co-op from Monday, September 9, 2024

Present at Meeting

Directors Present: Calvin Dame, Judy Fink, Denise Glover, Anneka Kindler, Michele Meulendyk, Evan Silber, Jerelyn Wilson, and Johanna Zalneraitis.

Staff, Shareholders, and Others Present: GM Anthony Santorelli, Board Administrator/Sustainability Coordinator Sarah Brennan, and Shareholder Sheila Adams [Zoom – stayed through committee reports]. 

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

1. Welcome

Jerelyn welcomed guests and Board members. Participants took turns reading the communication norms aloud. Jerelyn noted it’s helpful to compare these norms to what is in the Code of Conduct. 

2. Shareholder Input

  1. Sheila Adams thanked the Board and asked if V were still on the Board. Jerelyn stated that Board policy states that when a Board member misses four meetings in a term, they must resign. Any discussion related to this will occur in Executive Session. Sheila asked if the Board had received a letter of resignation; Jerelyn responded no. The Board sent V a letter and Jerelyn has texted her. 
  2. The Board reviewed shareholder statistics and recent receipt surveys. Discussion touched on the following: This report covers both July and August. Receipt comments are positive except with regard to pricing. The bump in basket size is puzzling and may not be accurate – the method for extracting this data has changed with the turnover in staff. The jump in withdrawals may have been triggered by the Annual Meeting communications – we also received many “return to senders” on the postcards. It’s a challenge to keep shareholder contact info up to date. 

3. Board Minutes

Denise moved and Anneka seconded to approve the August 5, 2024 minutes. Discussion: No changes needed. The motion to approve the minutes carried unanimously. 

4. Monitoring Reports

  1. Judy moved and Michele seconded to approve the monitoring report for D.3 Code of Conduct. Jerelyn stated that in keeping with Board policy, any discussion of possible breaches of conduct will be discussed in Executive Session. Discussion touched on the following points:
    1. Policy 3.2 (“Directors will conduct themselves as Board members rather than as individual shareholders. Directors will represent un-conflicted loyalty to the interests of the shareholders. This accountability supersedes any conflicting loyalty (e.g. to other advocacy or interest groups or other organizations) and supersedes the personal interest of any Director”) Jerelyn urged Board members to keep this in mind going forward and Michele added that this and other provisions will be revisited at the Board retreat. 
    2. Policy 3.5 (“Directors or sub-groups of Directors will not attempt to exercise individual authority over the General Manager except as explicitly set forth in Board policies. Directors will make no judgments of the General Manager performance outside the process explicated in Board policies.”) The GM is asked via Policy B.7 Communication to Board to advise the Board if they have violated any of the policies on Board Process or Board/General Manager Relationship.
    3. Policy 3.6 (“Directors will avoid any conflict of interest”) How beliefs/bias can themselves become conflicts of interest for individual Board members. Michele stated that it is healthy for Board members to have ongoing awareness of how to navigate their own emotional responses or reactivity when the tide of the Board is not in alignment with their own beliefs or biases. 
    4. Policy D.3.3 (“Directors will not speak to the public, the press, or other entities for the Board”) How Board members can table – speaking to shareholders – without violating this provision, via focusing on providing general information about Board service and listening. 
    5. The motion was tabled by consensus until after an Executive Session to allow for fuller discussion. 
  2. Michele moved and Denise seconded to approve the monitoring report for D.7 Board Officers. Discussion: Board members were largely in alignment; Anneka recommends that Board members attend Columinate’s four-part series on financial management for Board directors. Calvin acknowledged that he had unintentionally flipped his answers in response to several questions; Sarah will update the packet retroactively to reflect his responses. The motion carried unanimously. 
  3. Denise moved and Judy seconded to approve the monitoring report for D.11 Board Audit Requirements. Discussion: None. The motion carried unanimously. 

5. Board Committees

  1. Policies and Bylaws: The committee oversaw the process by which the proposed change to Bylaw 5.6 – Compensation was developed and placed on the ballot. This was featured in Food for Thought twice. We have not heard of any questions from shareholders. 
  2. Michele moved and Jerelyn seconded to update Policy 3.7.5 to change “mailed to” to “made available”. The motion carried unanimously. The revised policy reads as follows: 

    D.3.7.5 Directors will be prompt and prepared for meetings, having read the packet of information that is made available to Directors the week before each meeting. 
  3. Community and Shareholder Engagement (C&SE): Anneka stated that she and Johanna will be meeting to draft a revised committee charter for the new Board term. Jerelyn and Anneka may be tabling in September to answer any questions about the proposed bylaw change. 
  4. Board Recruitment: Denise stated that Angelina Theriaque dropped out as a candidate. Board members shared updates from individuals they thought either would or would not be willing to consider Board service. 
  5. 2024-25 Board Work Plan: Jerelyn encouraged Board members to familiarize themselves with the work plan, which in addition to indicating when each policy is monitored, offers a place to record other activities the Board and its committees engage in over the course of a year. This information might otherwise be forgotten as Directors rotate off the Board. 
  6. Board officer slate: Jerelyn stated that this slate will be presented for a vote at the October meeting. Calvin stated that he was withdrawing from consideration as secretary, and Johanna offered to serve as such. Jerelyn stated that she began thinking about who would succeed her as President a year and a half ago, as then-Vice President Judy had indicated she was not interested in becoming President. Michele has stepped up as Vice President in the last year. Jerelyn added that the President and Vice President meet with our Columinate consultant each month and set the agenda for each month’s Board meeting. She stated that the Board will be well-served by this cultivation of leadership and in good shape to move forward without skipping a beat. 
  7. Annual Meeting Update: Those not presenting at the Annual Meeting are asked to arrive at 8:45 am and be ready to assist by greeting shareholders as they arrive and otherwise being familiar with the day’s schedule. Stay tuned for the Annual Report. 

6. GM FYI Update

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

  1. Boiler leak update: The insurance adjustor offered us a $4,500 payment to cover two hours of lost 

Brattleboro Food Co-op Board Minutes – September 9, 2024 3 

  1. sort of deductible). Anthony is challenging both the percentage used, and the number of hours, noting that we couldn’t sell product out of 21 freezer doors for 4 additional days, plus we had to close the meat prep room for a full day. 
  2. Windham and Windsor Housing Trust (WWHT): A meeting with adjustors is being set up to outline who may be responsible for what. We are part of a two-member condo association with WWHT, and the budget for shared expenses has not been updated to reflect inflation for many years. 
  3. July and August financials: The boiler leak contributed to the July loss via 5K of lost income and $15K in labor. There were also lost sales from the meat room being shut down, and Beer and Wine sales have been down for a while now. August is looking like a close-to-break-even month. Anthony noted that over the past year and a half, average weekly transactions and basket size have dropped. This is a trend not just for us and other co-ops, but food retail generally. 
  4. Software: The catering tracking software addresses scheduling and client correspondence, not the finances (catering income is tracked via Catapult just like other departments, and separately from Deli sales). The proposed Shareholder Services software will allow better integration with Catapult and will let us create a loyalty program. We would own and maintain the software (no monthly fees). ECRS also offers a package that costs more and also has a monthly charge. 
  5. Solar: We have signed a 15-year contract to purchase electricity through Norwich Solar, and will see a ~7% reduction on our gross utility bill. We started investigating putting in EV chargers a couple of years ago. Norwich Solar’s sibling company is offering a similar deal to install EV charging stations on-site. 
  6. Safety and Outreach: The Brattleboro PD is doing a sweep by the Transportation Center and the Preston parking lot every day. Anthony has been attending Selectboard meetings, where there are efforts to bring more accountability to behavior throughout town. . 

7. Upcoming Monitoring Reports

Jerelyn brought Board members’ attention to upcoming policies being monitored – A.1 End 3 – “Just and resilient local economy” – and Board members shared thoughts on what data would reflect moving toward the accomplishment of that end. One example: Consistent engagement with local partners and farms is part of resilience. 

8. 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. 

9. Executive Session

  1. At 7:22 pm Johanna moved and Evan seconded to enter into Executive Session for the purpose of discussing matters surfaced in the D.3 Code of Conduct monitoring survey, a potential vacancy on the Board, and a personnel issue. The motion carried unanimously. 
  2. Board members, Anthony Santorelli and Sarah Brennan were present for the discussion of the personnel issue. 
  3. At 8:15 pm, Johanna moved and Anneka seconded to come out of executive session. The motion carried unanimously. 
  4. Michele moved and Calvin seconded that the Board confirm V’s resignation per policy D.3.7.4, accepting that Vanessa Vadim has vacated her Board seat. The motion carried unanimously.

10. Tabled Motion

The tabled motion to accept the monitoring report for D.3 Code of Conduct was taken off the table by consensus, and the motion carried unanimously. 

The meeting was adjourned at 8:30 pm. 

Respectfully submitted, 

Sarah Brennan, Board Administrator/Sustainability Coordinator 

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