Board of Directors Meeting: November 2025

These are the minutes of the Brattleboro Board of Directors meeting which took place on Monday, November 3, 2025.

Present

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

Staff Present: General Manager Emilee Hobbs, Board Administrator/Sustainability Coordinator Sarah Brennan.

Other/Shareholders Present: Ken Fay.

President Michele Meulendyk called the meeting to order at 5:18 pm.

Welcome

Michele welcomed everyone and shared the plan for this evening’s meeting.

1. Election Results: Michele noted that this is the first meeting of the 2025-26 Board year and called Board members’ attention to the 2025 Board of Director election results. Evan Silber, Anneka Kindler, and Calvin Dame were each elected to the Board for a 3-year term.
   
2. Officer Slate: Denise moved, and Johanna seconded, to accept the following slate: Michele Meulendyk as President, Calvin Dame as Vice President, Kevin Brennan as Treasurer, and Johanna Zalneratis as Secretary. Discussion: none. The motion carried unanimously.
   
3. Michele noted that Lee Halpern has submitted his resignation as he needs to focus on Food Connects; this will be discussed during Executive Session later this evening. His term was set to expire in 2027.
   
4. Conflict of Interest Review: Michele called Board members’ attention to their stated conflicts of interest. Michele asked Sheena for clarification about the Putney Food Shelf’s status with respect to the BFC: it is a Commitment to Community partner. There were no other questions, comments, or concerns about the conflicts stated. Note: These are available on the Board site or via the Board Administrator.

Shareholder Input and Communication Norms

1. Shareholder guest Ken Fay introduced himself. He has attended Board meetings before as well as the Annual Meeting out of interest and curiosity.
   
2. Board members and participants read the Board’s communication norms aloud.
   
3. Shareholder Stats and Shopper Feedback:
   1. Stats: Emilee wonders how the decline over time in active shareholders who shop here relates to customer satisfaction reports. Looming uncertainties in the world at large may be affecting people’s shopping habits.
      
   2. Customer Service Report: Prepared Foods: Emilee stated that customer feedback has been polarized. Staff are happy about the menu simplification. Bakery: We are dedicating an assistant manager to focus on . Wellness: We’re seeing increases in satisfaction, presumably because of more focus there. Product Availability: We are focused on making sure shelves are fully stocked and that we’re on top of ordering product in a timely manner. Grocery is starting to enable more of their products to be ordered via the point-of-sale system, via scanning items. Our teams continue to visit other co-ops to learn how they’ve implemented Catapult’s features. Day of Week Scores: Emilee continues to be puzzled by why Tuesdays do not score well compared to other days. Overall: The sample sizes in this report are small.
4. Shareholder encounters: Board members praised recent Food for Thought issues and social media posts and shared their own experiences as customers in the aisles.

Approval of Minutes

Denise moved, and Anneka seconded, to approve the minutes from the October 6, 2025 meeting. Discussion: Correct “Thursday” to “Monday” in the date. The motion carried unanimously.

Monitoring Reports

1. D.8 Board Perpetuation, Election & Orientation of New Members.
   1. Anneka moved, and Denise seconded, to approve the above-named monitoring report.
      
   2. Discussion touched on ways to present candidates to shareholders in next year’s election and connect with shareholders more generally, which will help with recruitment; this year, we were overtaken by events with the GM search and missed some opportunities. Going forward, we should focus on developing succinct talking points about the value and impact of Board service.
      
   3. The motion carried unanimously.
2. B.2 Financial Condition & Activities
   1. Denise moved, and Johanna seconded, to approve the above-named monitoring report.
      
   2. Interpretation Statements and Compliance Data: No concerns were raised.
      1. Suggestion: Policy D.1 (regarding indebtedness): It would be helpful to state however briefly what the Co-op’s actual overall indebtedness is, rather than addressing this solely via the appendix, and affirm whether it is in line with policy. Similarly, indicate whether any new non-standard debt taken on received Board approval as called for under this policy.
         
      2. Note: Typo in the first table shown: in the third column, the header should read “1Q2025”, not “1Q2024”.
   3. Other discussion:
      1. Sales and Cost of Goods (COGS): Although sales are up 5.1% from a year ago, COGS is up 9%, which eats into our margin. We are behind on sales growth compared to other co-ops our size.
         
      2. Inventories: Pre-buying for the holidays is reflected in Q1 figures, including on the balance sheet (up 82K from June).We are looking at whether our twice-a-year cadence is appropriate.
         
      3. Margin: Meg and Mudith are reviewing these with department managers regularly and we should see the fruits of that soon. Target margin is a function of the department, whether labor is involved (e.g. Deli), cost of goods, and industry standard. Each department has a sweet spot which can fluctuate depending on the time of year.
         
      4. Expenses: Prepaid expenses are high and cash on hand is less, due to ordering equipment for the refrigeration project. Personnel expenses are lower than anticipated due to unfilled positions and lower than expected medical claims. Shrink is higher than anticipated and we are addressing that with staff training. Governance expenses are lower than planned due to not needing to retain an executive search firm for the GM position.
         
      5. Refinance status: Emilee has not pursued this yet.  
         
      6. Ratios: These still reflect the ERC funds and will change as refrigeration equipment is purchased.
   4. The motion carried unanimously.

GM Updates

Emilee provided additional detail as well as updates from when the packet was shared; new information shown below:

1. People: Through our participation in Hallowe’en festivities, Emilee has met more Town of Brattleboro staff. The Core Team is having a retreat this week; Columinate’s Laura King will lead half of it.
   
2. Process: VT has put in emergency funding for SNAP through 11/15 but funds will be delayed; we could lose over 60K/month in sales due to SNAP program cutbacks. Our collaboration with the Provisions wholesale program will eventually allow us to help food pantries take advantage of our wholesale buying power.
   
3. Technology: We’re looking into acquiring a forklift to allow for double decking pallet racking in the former Dottie’s storage space. Refrigeration project: We’re moving into ordering the condensing units and other fixtures. We’re finalizing plans for seafood, prepared food, and cheese. We just met with NCG about Meat and Seafood, and we’ll look at Beer and Wine next.

1. Board Committees
2. Recruitment Committee: Nothing to report.
3. Shareholder Engagement: Nothing to report.
4. Annual Meeting: Michele noted that while the packet contains a summary of a participant survey, no decisions need to be made at this point. This will be taken up soon as we determine when to hold the Annual Meeting in 2026 (we may shift it back to November).
5. Finance Committee: Kevin stated that he met with Emilee and Mudith to review Q1 finances in anticipation of this meeting. We should be able to have a functioning committee now that things are settling down.

Board Committees

1. Recruitment Committee: Nothing to report.
   
2. Shareholder Engagement: Nothing to report.
   
3. Annual Meeting: Michele noted that while the packet contains a summary of a participant survey, no decisions need to be made at this point. This will be taken up soon as we determine when to hold the Annual Meeting in 2026 (we may shift it back to November).
   
4. Finance Committee: Kevin stated that he met with Emilee and Mudith to review Q1 finances in anticipation of this meeting. We should be able to have a functioning committee now that things are settling down.

Annual Board Retreat

Michele touched on the objective of this year’s work session (Saturday 11/22, 11 – 5 pm, at the Co-op): help the Board reorient with committees and develop a work plan for the coming year. She noted that this Board’s members have a different level of availability than the prior Boards; how can we leverage the engagement and excitement that we have? She asked that Board members think about what committee they want to serve on.

December Policies to be Monitored

Michele brought Board members’ attention to B.5 Continued Operations, C.1 Board/Management Relations, and C.2 Delegation to the GM.

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.

Meeting Closing

Meeting participants their key takeaways from this meeting.

Executive Session

1. At 7:33, Michele moved, and Denise seconded, to enter Executive Session for the purpose of discussing the vacancy on the Board. Board members, Emilee, and Sarah were present as well.
   
2. Due to oversight, the Board adjourned at 8:04 pm without first formally exiting Executive Session.
   
3. The Board agreed, without a formal vote, that they would follow up with shareholders who have expressed an interest in Board service, with an aim to appoint someone to fill the vacancy. The emphasis will be on identifying individuals prepared to take on leadership roles on the Board.

Respectfully submitted,

Sarah Brennan, Board Administrator/Sustainability Coordinator