How Do We Know If We Have the Bylaws We Need? To meet our needs, bylaws must allow for smooth functioning of the coop's internal governance processes while being consistent with both our owners' values and with the relevant laws. Bylaws are the means by which the owners delegate authority to the board. Under that authority, the board ensures that the co-op meets owners' [...]
Building a positive board performance culture takes continuous work and vigilance on the part of the board. Part I explored the vital concepts of Shared Understanding of the Job of the Board & Shared Expectations for Board Performance, but every year boards have an election and end up with a ‘new’ board. This provides the board with the opportunity to take advantage of a [...]
UPDATED: September, 2018 Directors of food cooperatives have a position of great responsibility. Should directors be reasonably compensated for shouldering this responsibility on behalf the co-op’s owners? What counts as reasonable compensation? What is the best way to provide compensation? Here are some ideas to help you in your own decision making. Why compensate directors at all? A food cooperative is a business owned [...]
Was your last Board election a thoughtful exercise in democracy in which members chose a well-qualified set of directors that add value to the Board and to the co-op? More than anyone else in the cooperative, the Board itself is responsible for ensuring that the answer to this question is “Yes!” Elections should be neither mundane nor contentious, but should honor and reinforce the [...]
Within a well-functioning democracy, the process by which we choose our leaders is at least as important as whom we choose. The quality of the conversation we have about elections, board culture and leadership qualifications matters as much as the election itself. This Field Guide describes an effective process for board officer elections and provides some specific tools and ideas for creating and implementing [...]
Imagine a board that moves positively forward with a shared understanding of board purpose; following their own words about how they will operate and doing so in a way that respects individual diversity and voice, on the way to making decisions as a unified and intentional whole. Boards that do this over the long haul have built a Positive Board Performance Culture (PBPC) and [...]
Should staff be eligible to serve on the board of a consumer co-op? Many of today’s food co-ops started as small buying clubs. No one was paid, everyone pitched in. As the co-ops grew, incorporated, opened store fronts and hired staff, little attention was paid to role clarity and accountability. Paid staff and member workers often served as the board of directors. Now that [...]
The annual meeting and annual report provide our co-ops with a built-in mechanism for telling the important story of how we make a difference in our member-owners’ lives. Think of them as a structured opportunity for the co-op to be accountable to its member-owners in both governance and operational realms. By creating a compelling annual report and organizing an effective annual meeting (they work [...]
When a board receives an Ends monitoring report from their manager, a thoughtful process can transform the report from just another document to file away into a valuable resource that helps the board, the manager and the co-op’s member-owners better understand the “story” of their co-op. The board wants to know: Does the report demonstrate reasonable accomplishment? Are we on track for multi-year goals/targets [...]
An Executive Session (sometimes called a “closed session”) is a meeting, or portion of a meeting, open to only members of the board of directors and individuals invited by the board of directors. All meeting attendees are expected to keep content of the meeting confidential unless the board decides to make it public. "Confidential" means that those present are expected not to share or discuss the information [...]
