Board of Directors Basics
Cooperatives of all kinds are overseen by a board of directors elected by the co-op’s member-owners. The board of directors is the body formally responsible for the cooperative – responsible to the member-owners and the co-op’s purpose, as well as to outside legal and social institutions.
A large history and range of resources exists for cooperative board of directors. Here, we will point to those of most relevance to food co-ops. Food co-ops themselves, along with associated organizations, have developed many resources for their boards of directors.
Here is summary by an attorney of “Duties and Responsibilities of Cooperative Board Members,” by Kathryn Sedo (1986); it is linked below under Related Content.
Boards are charged with making “reasonable” decisions on behalf of the co-op – both under the law and under most teachings about boards of directors. Determining what is reasonable is also known as “the business judgment rule,” a subject that gets an introduction in the following article, "A Board's Duty," by Thane Joyal (2009); it is linked below under Related Content.
There are dozens are articles written for the board of directors in the Library archives of this site, where you can also search by more specific board issues – from orientation to meeting minutes to management reports and more.
In recent years food co-ops have tended toward (while not universally embracing) an approach to the board’s role termed Policy Governance®. The source of Policy Governance, originally developed for nonprofit and governmental boards, is John Carver and his book, Boards That Make a Difference: http://www.carvergovernance.com. A principal part of the Policy Governance approach is that the board should focus on defining the co-op’s aims or ends and on formulating policy that ensures progress toward those ends. The board guides the cooperative by developing such policies and requiring reports that measure progress – while leaving operational matters in the hands of management.
Here are two articles summarizing Policy Governance for food co-op directors (find many more through a Library archive search); both are linked below under Related Content:
“Creating Boards That Lead,” by Ann Hoyt (1995) was among the first statements of the strong need for appropriate board leadership and a recommendation of Policy Governance.
"Taking Policy Governance to Heart" by Mark Goehring (2009) reviews “The practical significance of 10 Principles of Policy Governance.”
Cooperative Board Leadership Development
Through its Cooperative Board Leadership Development (CBLD) program, the CDS Consulting Co-op offers board of directors training as well as extensive online resources: http://www.cdsconsulting.coop/services/cbld. At that website, visit the CBLD Library, which has a wide variety of co-op governance resources available for download.
Food co-op directors comprise a large segment of the several hundred attendees at the annual Consumer Cooperative Management Association (CCMA) conference, held in June each year (Philadelphia in 2012, Austin in 2013). CCMA offers numerous workshops and presenters relevant to food co-op boards: http://www.ccma.coop.
[See related wiki pages under Board Governance.]