Board and Management Functions

Annual Policy Review and Revision

During the monthly board meeting each year, the Chairman of the Board shall select a committee of board members together with the General Manager, to review all policies. Should there be any changes or revisions made, the committee shall prepare a report to the board and shall be submitted following the next board meeting. All revisions and additions must be approved by the full board and the General Assembly.

 

Board’s Duty to Follow Legal Documents

The Articles of Cooperation and By-Laws in conjunction with the membership agreement and other contracts made with the members of the cooperative form the basis under which the cooperative operates. Thus, each board member shall be responsible to read and understand the basic tenets of all the cooperative’s legal documents and shall ensure that the BOD as a whole shall follow appurtenant requirements they contain.

 

Board Meeting Procedure

Board meetings are important and shall be conducted in a businesslike manner considering that this is where plans and policies are made, operations are reviewed and decisions are reached for the guidance of the management. Discussions during board meetings shall be full but shall be limited to the business at hand. A program or agenda (except for emergency items) for the meeting shall be prepared in advance by the Chairman of the Board and shall be given to the board members at least three (3) days before the scheduled meeting. A suggested outline for board meetings shall be in accordance with the By-Laws and/or according to Robert’s Rules of Order.

 

Board Meeting Minutes

Minutes of the board meetings constitute important legal and historical records of the policies and business activities of the cooperative as they are valuable documents that would guide management about policy actions and directives. They serve as a source of information for board meetings and actions to be reported during the annual meeting.

Immediately after each board meeting, the minutes of the meeting shall be written in permanent form and shall be kept on file at the cooperative’s office by the Board Secretary. The minutes shall include the following:

  • Date, place, and time of meeting
  • A record of the directors/people who were present and absent during the meeting
  • A brief statement on matters pertaining to the business of the cooperative during the meeting
  • All motions, resolutions, and votes by the board. Should a roll call vote is taken, each individual vote shall be put on record
  • Highlights of the General Manager’s report, such as volume of sales, expenses, earnings,
  • Signature of both the Board Secretary and the Board Chairman.

 

Board Supervision of Manager

The Board of Directors shall have absolute authority and responsibility to select the General Manager (GM) and the same Board shall be in-charge in supervising the following:

  • negotiates with the GM’s salary
  • develops and revises the GM’s job description
  • assigns the GM his duties
  • terminates the GM’s employment, that is, should the GM fails to conform with the standards of the Board of Directors

 

Conflict of Interest

No director shall engage himself/herself in any business/service/activity that is in direct competition with the products or services offered by the cooperative that can be construed as having a conflict of interest.

 

Confidentiality

The Board of Directors shall not disclose information obtained by virtue of their position before such information is made available to all members, nor shall they provide such information under any circumstances to selected persons giving business, nor shall they use this information to gain and/or give advantage to any of the Board of Directors or other individuals.

 

Directors’ Training and Certification

Recognizing the BOD’s individual and joint responsibilities for the overall economic functions of the cooperative, each director shall be expected to meet the training requirements set forth by the CDA and the Cooperative Code.

 

Manager’s Role in Board Meetings

The General Manager may attend all the meetings of the Board of Directors and during such meetings, the GM shall present his report to include financial evaluation and operations of the Cooperative.

 

Manager’s Responsibility

The General Manager’s responsibilities are those set forth in the By-Laws of the Cooperative.

 

Resolutions

All resolutions must be presented during the General Assembly of this Cooperative and must have the approval of the Board of Directors by a majority vote, prior to presentation.