Cooperatives, as member-owned and controlled enterprises, are led by a board of directors who are integral to the operation’s success. A cooperative board is generally elected from and by the membership, meaning that directors are also themselves cooperative members. Although, in some states cooperatives may have non-member directors and a recent national survey of cooperatives suggests that about 17% of responding cooperatives allow non-member directors on their board.[1] Cooperative boards often elect officers to lead the board, including a president or chair, vice-president or vice-chair, secretary, and treasurer.

From establishing long-term strategic plans to hiring and supervising the co-op’s manager, cooperative directors have diverse responsibilities and rely on a variety of skills and experiences. Co-op boards are accountable to the cooperative’s membership, and it is vital that a board’s actions align with the co-op’s mission and vision.

What do cooperative directors do?

A cooperative board of directors is generally responsible for the affairs of the co-op — this means the board of directors is responsible for leading the cooperative. 


A specialist from the U.S. Department of Agriculture conceptualized the responsibilities of cooperative directors as “seven circles” in the areas below. Read, “The Circle of Responsibilities for Co-op Boards,” by James Baarda to dive into this topic further.

  1. Representing members, including understanding members’ needs and assessing whether the cooperative is meeting those needs.
  2. Establishing policies that guide the operation of the co-op, including both long-term and specific policies.
  3. Hiring and supervising management, often with direct involvement in hiring and supervising top management such as a general manager or chief executive officer.
  4. Acquiring and preserving assets, including establishing policies relating to assets such as oversight and accounting systems as well as monitoring financial performance.
  5. Preserving cooperative character by ensuring the fundamental character of the enterprise follows co-op principles.
  6. Assessing the cooperative’s performance, including financial performance, but also performance related to central objectives like member benefit.
  7. Informing members about the cooperative and recognizing that accurate and complete information helps member-owners make informed decisions.

Rod Kelsay, Executive Director MACC, highlights board of directors’ role in the co-op.
*View Board of Directors Video Transcript

What do cooperative boards across the country look like?

Recent research on cooperative governance that surveyed over 500 cooperatives in diverse sectors across the country found that the average participating cooperative had:

  • a median of eight directors serving on their board.
  • a mix of service tenure among directors on the board with about one-third of board members having served less than three years, about one-third of directors having served three to nine years, and about one-third of directors having served 10 or more years on the board.
  • a mix of ages represented on their board with one percent of directors in Generation Z, almost 25% of Millennial directors, about one-third of directors in Generation X, 38% of directors considered Baby Boomers, and about four percent of directors in the Silent Generation.
  • A board composition of approximately 62% men, about 36% women, and about 2% of directors who identify as nonbinary or in another way.
  • In terms of race and ethnicity, 80% of participating cooperatives in the survey had no directors of Hispanic or Latino origin and were 84% White at the mean and 100% White at the median.
  • Forty-four percent of cooperatives who participated in the survey indicated they were extremely or very likely to pursue goals related to increasing board diversity in the next three years. Of those cooperatives who plan to prioritize board diversity, diverse racial, ethnic, and professional backgrounds were of most interest.

For a deeper dive into the composition of cooperative boards across the United States, along with information about various governance practices from nomination and election processes to compensation and efforts to engage members, “Findings from the Cooperative Governance Research Initiative: 2021” from the Center for Cooperatives at University of Wisconsin-Madison is an invaluable resource. Focused reports from the Cooperative Governance Research Initiative are now available on “Gender Diversity on U.S. Cooperative Boards” and “Ag Sector Findings.”

What responsibilities do cooperative directors have?

Directors take on various responsibilities as they serve a vital role in their cooperatives. Some of those responsibilities are legal in nature. Key among these responsibilities are the fiduciary duties directors owe to members, other directors, and the cooperative.

  • Duty of care – Generally, requires that cooperative directors use care in their actions as judged based on the care that an ordinarily prudent person in a similar position would exercise. Directors are generally expected to make informed decisions, exercise reasoned judgement, and adequately supervise those to whom they delegate responsibilities.
  • Duty of loyalty – Generally, requires that cooperative directors act in good faith and for the benefit of the cooperative, including not receiving preferential treatment compared to other members and appropriately addressing or avoiding conflicts of interest.
  • Duty of obedience – Generally, requires that cooperative directors comply with applicable laws and authorities. It is important for directors to be generally familiar with key authorities like the co-op’s bylaws, articles of incorporation, policies, and other key legal instruments.

As two co-op attorneys summarized, these duties require that directors:

  • show up,
  • be prepared,
  • protect the board’s process,
  • disclose conflicts,
  • don’t compete with the cooperative, and
  • don’t breach confidentiality.

A deeper dive into the legal responsibilities of agricultural cooperative directors, “Navigating Your Legal Duties: A Guide for Agricultural Cooperative Directors,” is intended as a practical resource that includes self-assessment tools to help directors identify areas where they can learn more. The resource is published by the National Agricultural Law Center.

What is expected of cooperative directors and how do cooperatives help directors build their knowledge and skills?

In practicality, cooperative directors take on diverse tasks and tap into various skills as they develop strategic plans, establish policies, supervise managers, inform members, recruit new directors, and do the work of leading their co-op. So just what is expected of a co-op director? A cooperative scholar and cooperative council director asked co-op managers and board chairs about the duties, strengths, and expectations of a successful director. A selection of those responses included:

  • “Stay informed”
  • “Come prepared to give your full attention during board meetings.”
  • “Train and educate yourself to have an understanding of the audit and financial statements.”
  • “Have a team relationship with the general manager.”
  • “Be willing to make the tough decisions, based on sound information and data, and then stick to it.”[2]

Read “How to Rise Above the Crowd,” by Dr. John Park at Texas A&M University and Mr. Tommy Engelke of the Texas Agricultural Cooperative Council to see more responses about what is expected of cooperative directors.

Cooperative directors who want to systematically assess their performance and identify areas where they can continue building skills might consider using tools like the ones below that were designed to help cooperative directors be more effective leaders.


Board training programs can help directors better understand their roles and responsibilities and develop their skills – and education, training, and information are part of the globally recognized cooperative principles! Co-ops report training their directors in areas like the cooperative business model, fiduciary duties, financial topics, ethics and compliance, legal and regulatory issues, risk management, and more.

Co-ops may look both internally and externally to develop board training programs. For example, training programs may be specifically constructed and hosted by a local cooperative’s key employees or by a federated co-op partner. Various education and nonprofit institutions that work with or support cooperatives like councils, associations, and universities offer generalized training opportunities and educational resources. Further, industry-based associations, like agribusiness, housing, or financial industry associations, often host learning sessions, updates, and professional development opportunities.

Check out the Co-op Mastery Resource Library to learn more about these kinds of organizations.


[1] [1] Berner, C. & Schlachter, L.H. (2022). “Findings from the Cooperative Governance Research Initiative: 2021.” University of Wisconsin-Madison Center for Cooperatives.

[2] (Engelke & Park 2008, p. 2)