BOD Functions

Annual Policy Review and Revision

Each year, during the monthly board meeting, the Chairman of the Board will appoint a committee consisting of board members and the General Manager to review all policies. Any proposed changes or revisions will be compiled into a report by the committee and submitted at the following board meeting. All policy modifications must receive approval from the full Board and the General Assembly.

Board’s Duty to Adhere to Legal Documents

The cooperative operates under the governance of the Articles of Cooperation, By-Laws, membership agreements, and other contracts with members. Each board member is responsible for familiarizing themselves with these documents and ensuring that the Board collectively complies with their stipulations.

Board Meeting Procedure

Board meetings are essential for the formulation of plans, policy making, and operational reviews, and are conducted in a businesslike manner. Discussions are focused strictly on agenda items, prepared in advance by the Chairman and distributed to board members at least three days prior to the meeting. The meeting agenda follows the By-Laws and Robert’s Rules of Order, unless addressing emergency items.

Board Meeting Minutes

Minutes are a crucial record of the cooperative’s decisions and policies. They should be promptly written in permanent form post-meeting and stored by the Board Secretary. Minutes will include:

- Date, time, and location of the meeting

- Attendance record

- Summary of discussions

- All motions, resolutions, and votes, including details of roll-call votes

- Key points from the General Manager’s report, such as sales, expenses, and earnings

- Signatures of the Board Secretary and Chairman

Board Supervision of Manager

The Board holds full authority over hiring, defining roles, managing, and if necessary, terminating the General Manager based on performance and adherence to Board standards. This includes negotiation of salary and job description updates.

Conflict of Interest

Directors must avoid any business or activity that competes with the cooperative or presents a conflict of interest.

Confidentiality

Directors are prohibited from disclosing any non-public information gained through their positions and must not use such information for personal advantage or provide it selectively to others.

Directors’ Training and Certification

Directors are required to meet training standards set by the Cooperative Development Authority (CDA) and abide by the Cooperative Code to ensure competent governance.

Manager’s Role in Board Meetings

The General Manager is invited to all Board meetings to present reports that include financial assessments and operational statuses of the Cooperative.

Manager’s Responsibilities

The General Manager’s duties are outlined in the Cooperative’s By-Laws and encompass overall operational management.

Resolutions

All resolutions intended for the General Assembly must be approved by a majority of the Board of Directors before presentation.