The Board plays a critical role in ensuring the continued success and health of this vital organization. It represents all the member-owners in developing and maintaining the vision and long-term viability of the Co-op. The Board does not run the stores, nor do they have direct control over the daily operation of them; that is the role of Management.
Instead, the Board monitors the operations of the stores via Policy Governance®, a system of oversight and accountability that emphasizes values, vision, and the empowerment of both Board and staff, while clearly delineating the roles and responsibilities of each.
Responsibilities of the Board
The purpose of the Board, acting on behalf of the Co-op’s members, is to set strategic long-range direction, hire the General Manager and monitor organizational performance.
Specific responsibilities include:
Representing all Co-op members in determining and demanding appropriate organizational performance.
Ensuring adequate communication between members and the organization, including working mechanisms to determine member needs.
Ensuring that members are well-informed about the nature of the cooperative, the activities conducted by the cooperative, and the results it achieves with respect to its Ends Policies.
Ensuring that members understand the industry of which the cooperative is a part and can consider the activities of the cooperative in the context of relevant markets.
Ensuring that members understand the different interests and stakeholders that exist within the cooperative.
Ensuring that the cooperative continually analyzes changes in its membership and its environment, regularly revisits Ends-related issues in light of such changes, and innovates to meet changing member needs.
Producing written governing policies that, at the broadest levels, address each category of organizational decision.
Evaluating General Manager performance against Ends and Executive Limitations policies on a regular basis.
Monitoring Board performance and providing effective leadership using the Policy Governance process.
The Board is not involved in the daily operations of the stores. Board members have a duty to represent the member-owners at large and not a particular constituency and to act in the members’ best interests, consistent with the Co-op’s values, principles and policies.
Responsibilities of a Director
Directors are fiduciaries of the cooperative and shall at all times conduct themselves in a manner consistent with the cooperative values and principles.
Each Director must:
Inform him or herself so as to be able to carry out the foregoing.
Be committed to perfect or near-perfect attendance at Board meetings.
Be willing to serve on at least one Board subcommittee.
Be familiar with the Co-op’s bylaws and governing policies.
Be willing and able to prepare for, and actively participate in, monthly Board meetings.
Be able to attend Board training sessions, the annual retreat, and the annual member meeting.
Be able to understand financial statements (training provided).
Be willing to take responsibility for Board duties and work together with understanding, mutual support, and respect.
During their terms in office, Board members and their spouses/partners receive a 20 percent discount on store purchases and a 10 percent discount on auto repair service and related parts, subject to the restrictions and eligibility requirements noted below. The discount amount is taxable income for board members.
The following products are NOT eligible for the 20 percent discount:
Annual case lot sale items
Products purchased by the case, which are not part of the annual case lot sale, will receive the 20% discount only; the normal 5% “case discount” will not apply.