Interested in running for the board of directors this year, but still have some further questions before you declare your candidacy? Well, here’s a list of answers for you! And remember, once you’re ready to declare your candidacy, please do so here!
What is the role of the board of directors in the co-operative?
Who can run for director?
How long is the term?
In general, what does being a director entail?
More specifically, what sort of commitment should I be expecting?
Tell me more about the specific tasks the board is responsible for!
What are the legal responsibilities of directors?
The board of directors is elected to run the co-operative in the members’ best interests. Directors approve budgets, important decisions, and special projects. The board of directors is also responsible for coordinating the activities of the various committees, and to ensure the continued operational and financial integrity of the co-operative.
Any member of the co-operative is eligible to run for a position on the board of directors, as long as they are at least 18 years old and are not an undischarged bankrupt.
Members of the board are expected to serve from the time they are elected until the next Annual General Meeting. Board members are allowed periods of absence, but should declare any known limitations of availability when they announce their candidacy.
- Attending regular board meetings to discuss the affairs of the café and make decisions on behalf of the co-operative
- Keeping up-to-date about the overall operational and financial status of the cafe.
- Overseeing responsibilities associated with a particular role, if applicable (see next section)
- Communicating with staff and volunteers
- Any tasks which arise from decisions made at board meetings, which can include:
- researching a particular topic
- drafting policy or informational documents
- sending out messages to our members
- anything else which isn’t covered by one of our committees
Board meetings are set by the board itself and vary in frequency, finding a balance each year between in person meetings and other forms of communication. In between meetings, the board generally exchanges time sensitive email correspondence. Individual board members also oversee various specific tasks, some requiring regular attention, and others being more sporadic. On average, as a future member of the board, you should expect (and thus be able) to devote approximately 15 hours of your time per month to Harvest Noon-related tasks.
- overlooking financial documents
- awareness of financial deadlines
- preparing financial reports with support
- explaining financial reports to board
- Systems Management
- maintaining physical and electronic file systems
- uploading and filing board meeting minutes
- printing necessary legal and official documents
- ensuring compliance with meeting procedures
- Promotions & Advertising
- updating our social media (Facebook, Twitter) and website
- sending out member newsletters
- coordinating other promotions
- Grants & Funding
- seeking out external grants and funding opportunities
- preparing applications
- recruiting new volunteers
- volunteer management oversight
- organizing volunteer appreciation events
- point of contact for volunteer problems, questions, etc.
- brainstorming event and program ideas
- contacting event facilitators
- point person for staff
- communicating with staff
- attending staff meetings
- reviewing staff performance
- Coordinating with other groups
- building relationships with external organizations
- answering questions from external organization
- Member Liaison
- assisting Harvest Noon committees
- working on new initiatives and member proposed projects
Note that these are not official board “roles” or “positions”. Board members are elected simply as board members, and it is up to the newly elected board to assign these tasks appropriately. Members are, of course, welcome and encouraged to declare their interest, skill, or experience in specific tasks prior to the election in their candidate statements.
Directors are required by law to “act honestly, in good faith, and in the best interests of the co-op”. They are also expected to provide a certain “standard of care” to the co-operative, which means they have to exercise the same care, diligence, and skill in their decision making as a reasonably prudent person would in their situation. In practical terms, this means that directors do not have to be lawyers to make decisions about legal issues, but it does mean that they have to take care to learn about the issues and make sure that they are not negligent in getting the information required to make a decision.
It is important to keep in mind, however, that directors can be found liable for their decisions. More specifically:
- Directors who employ staff, despite knowing the co-op cannot meet its payroll obligations, are liable for up to six months’ wages of all affected employees.
- Directors and officers who authorize acts which violate environmental protection legislation may face fines and/or criminal prosecution.
- Directors who declare and pay dividends in a way prohibited by the Co-operative Corporations Act are liable to the co-op for the amount declared and paid.
Click here for more info on standard of care and director’s liability: http://goo.gl/VrDgm