Internal Structure
How your co-op is organized will depend on its size, purpose, and the nature of its membership. A well-organized co-op will run more efficiently and make it easier for members to participate.
BOARD, MEMBERS AND STAFF WORKING TOGETHER
Now that you are incorporated you will want to develop the internal structure of your co-operative. Generally, co-op members get together and elect a board of directors and its officers (Chair, Treasurer and Secretary). The board hires and supervises the Manager. The Manager (or the board, if you don't need management) hires and supervises the staff. (Within a worker
co-op, the workers are the members and owners/managers.)
MEMBERS
The foundation of your co-op is its members. Co-ops may include both individuals (16 years of age or older) and corporations as members. Each member of your co-op has one vote at members' meetings. Through these meetings, the membership makes key decisions, such as electing your co-op's directors, approving the issue of new types of shares, and changing membership fees.
DIRECTORS AND OFFICERS
Your co-op will need a board of directors elected by its members to run the co-op in the members' best interests. Directors approve new members, budgets, important contracts, and plans for expansion. They are also responsible for deciding whether to issue shares and declare dividends. Directors must be members of the co-op, at least 18 years old, and may not be undischarged bankrupts. Co-ops need to have at least three directors at all times, but you may need more depending on how big the co-op is or how complex its business is.
Officers are elected or appointed by your co-op's board of directors. Examples of officers are the chair of the board, president, secretary, treasurer and, in larger co-ops, the general manager. Officers oversee the operations and hire and supervise managers, if any.
Except for the president and chair of the board, your co-op's officers may be staff members - they don't have to be directors or members.
BOARD MEMBER RESPONSIBILITIES
The co-op's Board of Directors has important responsibilities in the overall conduct and direction of the co-operative's activities. They are acting on behalf of the membership, and represent the members' collective interests. The legal obligations of Directors are outlined in the co-op legislation. The ongoing duties of Directors include:
- Hire, supervise and appraise the general manager/executive director
- Direct the activities of the co-op according to the co-op's by-laws and the co-op legislation
- Act as liaison between the manager and the members
- Establish the mission of the co-op
- Formulate and implement policies to meet the co-op's objectives
- Elect and serve as officers on the board - Chair, Vice-Chair, Secretary and Treasurer
- Remain accountable and report to the membership as per the co-op's by-laws
Your co-op may purchase insurance to cover the liability of directors and officers who are sued for actions taken in the course of their duties. This insurance does not protect directors and officers who have authorized illegal acts or have failed to meet a minimum standard of care.
A DIVERSE BOARD OF DIRECTORS
Diversity means a variety of people - people of different ages educational and professional background, family status, gender, geographic origin, lifestyle, personal values and beliefs, race, sexual orientation and so on.
A diverse board doesn't just happen. You can make it happen if you:
- tell members you want a board that reflects the membership
- tell members the co-op will provide training for new directors
- ask members you think will make good directors to run for the board
- talk with members of diverse groups to find out why they
don't run - get rid of any barriers you can.
Find out about barriers: You may have created barriers to some members running for the board without realizing it. Talk with different groups to find out what those barriers are. You can remove some, but not all barriers. Here are some you can get rid of:
- meeting dates that conflict with work, family or religious days
- a meeting place that isn't accessible
- unrealistic ideas about what directors should do (time or skills)
- too many documents to read
Ask members to run: Some members are shy; others come from cultures where they will not volunteer, but will do a job if asked. A personal request is always the most effective way to find a volunteer.
Provide training for directors: Many co-op members have never been on a board of directors and it may seem like a big job. Hold an information meeting before your elections to explain what the board does. Tell members the co-op will provide training for directors after the election. Let them know that they don't have to be experts in order to run.
Encourage active members to change the positions they hold: If experienced directors keep running for the board, it may be hard to get new people elected - whether they are part of a diverse group or not. New leaders are important for all co-op boards, so find rewarding jobs for long-serving directors outside the board. Look for ways to encourage board renewal.
- Diversity information courtesy CHF Canada
