The board of directors is central to all co-operatives. Boards represent the co-op’s members and oversee operations in pursuit of the co-op goals. For many co-ops without staff, the board also manages the organization in addition to their governance role. Prospective board members should be aware of the expectations of board members and ensure they can participate fully. Boards and nominations committees should communicate their expectations to members to ensure nominees understand what they’re signing up for and how much work is involved.
This tool provides an overview of key responsibilities assigned to the board of directors and its officers. Be sure to expand these lists to reflect your co-op’s operations and expectations of board members.
Core Duties of the Board
Strategic planning
Identify goals for the co-operative
Articulate the co-op’s vision and purpose with members
Update the co-op’s business plan
Manage the finances of the co-operative
Set a budget
Authorize spending
Approve taking on debt
Monitor revenue and expenses
Oversee financial performance
Review financial statements
Work with to co-op’s auditor
Implement strategies to support financial sustainability
Report to members on the financial performance
Develop any policies and procedure
Articulate key processes and practices used by the co-op
Draft and maintain any policies or manuals
Member Engagement
Represent the membership
Report to members at the annual meeting
Create and oversee a process for new member onboarding
Oversee management
Hire the executive director/CEO
Set executive compensation
Review the CEO’s performance
Boards also need to be aware of their “fiduciary duties” to the co-op: for more on these, read our blog post.
All Board Members
Should read all board materials ahead of meetings
Participate in discussions at board meetings and vote on decisions
Limit notetaking and rely on the minutes as the official record of the co-op
Promote the co-operative in the community and engage members
Proactively identify areas for improvement in the co-op’s operations and governance
Participate on the committees of the co-op
President/Chair
Chair all board and member meetings of the co-operative
Call and set the agenda for the board
Ensure the co-op is compliant with relevant legislation and following best practices on governance and decision-making
Provide leadership to the board and liaise with the CEO
Ensure the board is performing well and meeting expectations
Manage conflict on the board and among directors
Lead the board through evaluation and recruitment processes
Vice-President/Vice-Chair
Chair meetings and set meeting agendas in the absence of the president
Any other duties assigned by the president
Treasurer
Chair the Finance, Audit, and Risk Committee
Present financial reports to the board and membership at meetings
Lead the development of the co-ops budget
Work closely with the co-op’s auditor
Liaise with the co-op’s finance team
Secretary
Record minutes at meetings of the co-operative
Oversee the maintenance of the policy manual and records of the co-operatives
Oversee the compliance measure related to reporting and record-keeping