Board of Directors: firstname.lastname@example.org
- PRESIDENT: Kathleen Burke, Community Member
- VICE PRESIDENT: Jay Smeltz, HR Coordinator, W.S. Badger
- SECRETARY: Susan Ashworth, Director of Community Relations, Home Healthcare, Hospice & Community Services
- TREASURER: Erik Walker, Project Manager, Bensonwood
- Anton Elbers, Owner, Orchard Hill Farm
- Lisa Mahar, Monadnock Waldorf School
- Bob Oberlander, Construction Accountant, Bensonwood
- Katie Cassidy Sutherland, President/Architect, Katie Cassidy Sutherland Architect PC
- Mary Doane, Senior Tax Advisor, H&R Block
Board Meetings are held the 3rd Monday of each month at 4:45pm in the Southwestern Community Service Railroad Square Senior Housing Conference Room (49 Community Way, Keene). If you are interested in attending, please contact the board at email@example.com.
What does the Co-op’s Board of Directors do, anyway?
As a democratically controlled organization, member-owners of the Co-op elect a Board of Directors to represent them and provide governance and oversight. Board members are elected to three-year terms, with elections taking place during the annual owners’ meeting and celebration held every October. “A director is required to work for the benefit of the cooperative and all of its owners collectively.” Simply stated, the Board of Directors has legal and fiduciary responsibility for the co-op, with delegation to the GM to carry out the day-to-day operations within a prescribed set of policies.
The Co-op Board of Directors uses three basic guiding documents to help us “direct”. The first two are legal documents, filed with the State. Those are our “Articles of Incorporation” and our Bylaws. The Articles of Incorporation are just what they sound like — a statement about who we are, how we are organized, and where our business is located. The Bylaws are a more substantive description of our guiding principles and processes. When we change any of the stipulations in the Bylaws or the Article of Incorporation, those changes need to be made through legally prescribed channels. Note that the Board of Directors, as elected representatives of the member-owners, can recommend changes to these documents, but does not have the authority to change them without member consent. This is why Bylaw amendments are placed on the Annual Meeting ballot. This is a great example of one of the 7 Co-operative Principles, Democratic Member Control.
The third guiding document is a Policy Register, which defines the roles and responsibilities of both the General Manager and the Board of Directors. Generally speaking, the Board sets policy objectives for the General Manager and the Co-op as a whole, while the General Manager oversees and manages the complex day-to-day operations. The Board and General Manager, working collaboratively, are responsible for carrying out the policies. This governance approach is commonly referred to as “Policy Governance”.
In conducting its business in accordance with the Policy Governance® model of board leadership, the Board’s primary role is to define the broad goals of the Co-op. We refer to these goals as “Ends” since they articulate the key results we aim toward, such as promoting healthful living, and fostering the growth of local and regional food systems. Policy Governance® is a comprehensive model whereby governing boards establish their values and expectations in policy, delegate implementation to the board’s sole employee (typically the GM), and monitor the outcome of operational activities against the stated policies. These policies encompass financial, legal, and operational aspects of the co-op’s functioning and necessitate regularly scheduled accountability from the GM. For example: Policy D states, “The Board’s sole official connection to the operations of the cooperative will be through the General Manager.” That’s the policy. It is written in a very clear and broad way. There are some sub-policies that amplify that policy but, by-and-large, they are written with the same direct and broad approach. These policies CAN be modified by the action of the Board of Directors at regular or special meetings by majority vote.
To ensure that the GM is in compliance with the policies that have been laid out by the Board, a schedule of policy and compliance review rotates throughout the year with the GM presenting evidence typically in the form of quantifiable data, though anecdotal reports are sometimes appropriate, at each board meeting. On the occasion that the GM is found to be out of compliance with a particular policy, for whatever reason, a plan is articulated and agreed upon by the GM and Board for getting back into compliance and reviewed again at a future date determined in accordance with the compliance plan. It’s a great organizational system that allows the Board to stay out of the weeds of the day-to-day operation of the Co-op and focus on broad goals and strategies.
The nine-member Board of Directors meets monthly, and owners are welcome to attend meetings. As representatives of the owners, Board members try to stay aware of owners’ needs and aspirations for the Co-op. The beginning of every meeting includes a time during which owners can provide input and ask questions. A major aspect of the Board’s governance responsibility is hiring and overseeing the General Manager, who serves as the Co-op’s chief executive officer and person in charge of operations. Working in partnership with the General Manager, the Board helps ensure that the store is run in a way that is financially responsible, socially conscious, and genuinely responsive to the wide interests of the owners.
Together with all its owners, we strive toward the benefit of the Co-op and the wider community.
1 Thane Joyal and Dave Swanson, Summarizing Legal Responsibilities of Co-operative Boards, http://www.cooperativegrocer.coop (July 25, 2015).