Exploring Cooperative Leadership

Cooperatives, as member-owned and controlled enterprises, are led by a board of directors who are integral to the operation’s success. If you’re considering joining your co-op’s board of directors – or even if you have served as a director for many years – it is important to recognize the responsibilities inherent in board leadership.

Basic Responsibilities of Co-op Directors

A cooperative board of directors is generally responsible for the affairs of the co-op. For example, under Ohio’s cooperative business statute, “all of the authority of an association shall be exercised by or under the direction of the board.” In a cooperative, the board is generally elected from and by the membership, meaning that directors are also co-op members although some cooperatives may have non-member directors.

A specialist from the U.S. Department of Agriculture conceptualized the responsibilities of cooperative directors as “seven circles,” including:

  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-range 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 fundamental objectives like member benefit.
  7. Informing members with a recognition that members are the owners of the cooperative and accurate and complete information helps ensure they make informed decisions.

As directors carry out these important functions, or delegate responsibility to the co-op’s officers and managers, they are expected to uphold basic legal standards because they are considered fiduciaries who have legal duties to the cooperative, the co-op’s members, and the co-op’s other directors. While the concept of fiduciary duties is broad, at the most basic these duties generally require that directors act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner they reasonably believe is in the best interests of the co-op. 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.

Exploring Board Leadership Opportunities  

If you are contemplating joining a co-op board, whether through the encouragement of a neighbor, an invitation from a colleague, or after exploring ways to give back to your community, you likely have multiple questions.

As we learned above, directors play a vital role in leading their cooperatives, taking on various legal duties and other responsibilities. As you explore the opportunity to serve on a co-op board, it is important to consider whether you can effectively uphold these duties and responsibilities.

The following questions, based on recommendations for individuals considering corporate board leadership from the American Bar Association’s Corporate Director’s Guidebook, may help as you think about the opportunity.

  • Do I have sufficient time to diligently perform the duties required of a director? For example, do I have scheduling conflicts with the board’s regular meeting schedule? Do I have sufficient scheduling flexibility to respond to unexpected needs?
  • Do I have skills and experiences that allow me to meaningfully participate as a board member?  Are there special skills I should develop to participate in board activities more fully?
  • Do I have a sufficient understanding of the cooperative’s business to be effective as a director? How can I further develop this understanding?
  • Do I have confidence in the cooperative’s current senior management and directors?
  • Do I have a compelling interest in engaging in board leadership?

The Importance of Co-op Principle 5: Education and Training in Co-op Governance

Co-op members exploring future board leadership, and directors who have led their board for many years, can benefit from ongoing education and skill-building. In fact, as cooperative directors face increasing public and legal scrutiny, there is an increasing awareness of the important role of ongoing education and training for directors. Two legal scholars explained, “Directors are now expected to have more than a passing understanding of financial statements, their fiduciary responsibilities to the cooperative, and other essential items.”[1]

Whether you prefer to learn through reading, in-person teaching, or connecting with peers, there are many resources for co-op members and directors to build their governance knowledge and skills. You can ask your co-op leadership what type of training programs they provide for directors, whether they are members of organizations that provide cooperative education, or whether they partner with co-op educators. You can also explore publicly available resources on your own. Below are a few great places to start!

Join the CFAES Center for Cooperatives and Mid America Cooperative Council for the online training, “Welcome to the Board” on Thursday, September 30 from 10a-12p Eastern time. The interactive training will introduce participants to the roles and responsibilities of cooperative directors and the crucial skills directors use in leading cooperatives. Registration for the training is available at https://go.osu.edu/maccwelcometotheboard.

Explore Co-op Mastery: Beyond Cooperatives 101 online at your own pace. The self-directed platform helps learners explore cooperative governance, taxation, finances, and more using videos, narrated presentations, infographics and more! Explore the platform at https://go.osu.edu/coopmastery

Read Navigating Your Legal Duties: A Guide for Agricultural Cooperative Directors from the National Agricultural Law Center. The guide includes five chapters and reviews topics like fiduciary duties, antitrust laws, securities issues, and risk management tools. Chapters are written to stand alone so readers who want to explore a single topic can skip to the chapter or section of interest. Use the self-assessment at the end of each chapter to explore how the concepts apply in your own cooperative.

 

References

Charles T. Autry & Roland F. Hall, American Bar Association Business Law Section, The Law of Cooperatives 60 (2009).

Corporate Laws Committee, American Bar Association Business Law Section, Corporate Director’s Guidebook 5-6 (6th ed. 2011).

James Baarda, U.S. Dep’t of Agric. Rural Bus. Coop. Serv. Cooperative Information Report 61, The Circle of Responsibilities for Co-op Boards 3-5 (2014).

Hannah Scott & Michael E. Traxinger, National Agricultural Law Center, Navigating Your Legal Duties: A Guide for Agricultural Cooperative Directors 11-26 (2021 https://nationalaglawcenter.org/center-publications/busorg/).

Michael W. Droke, Dorsey & Whitney LLP, Cooperative Business Law A Practical Guide to the Special Laws Governing Cooperatives 57-28 (3d. ed. 2020).

Thane Joyal & Dave Swanson, Precautions and Protections: Summarizing legal responsibilities of cooperative boards, Cooperative Grocer (Mar. – Apr. 2011 https://www.grocer.coop/system/files/legacy_files/precautions.pdf)  

[1] Charles T. Autry & Roland F. Hall, American Bar Association Business Law Section, The Law of Cooperatives 60 (2009).

Appalachia Cooperates Grows Co-op Culture

Q: How can Extension professionals, business and community developers build a brighter future, robust local economies, and living wage job opportunities in Appalachia?​

A: Worker-ownership.​

Worker-owned cooperatives, defined by two advocates of the model as, “values-driven businesses that put worker and community benefit at the core of their purpose . . . [in which] workers participate in the profits, oversight, and, to varying degrees, the management of the organization, using democratic practices,” (Hoover & Abell 2016).​

The Center for Cooperatives and partners are growing co-op culture in Appalachia! Join us on March 22, 2019 at West Virginia State University Economic Development Center in Charleston.

Check back soon for registration details!

References

Hoover, M. & Abell, H. (2016). The Cooperative Growth Ecosystem: Inclusive Economic Development in Action. Project Equity and the Democracy at Work Institute.

Celebrate Cooperatives and Sustainability Today

Today, cooperators everywhere celebrate the International Day of Cooperatives. The United Nations established the holiday to recognize co-ops’ contributions to society, culture and the economy. This year’s theme is “Sustainable Consumption and Production.” ¹ The World Commission on Environment and Development defines sustainable development as “meeting the needs of the present generation without compromising the ability of future generations to meet their own needs.” ²

Cooperatives provide sustainable solutions

Cooperatives are businesses owned by the people they benefit. They exist in every major industry and are common in food and agriculture. Co-ops provide members with sustainable solutions. They help farmers gain access to larger markets, boost product quality, reduce costs and achieve greater efficiency and operational effectiveness.

Dairy Farmers of America (DFA) is owned by 14,500 farmer-members. The co-op’s sustainability program aims to improve animal and environmental health. DFA’s Gold Standard Dairy Program upholds standards set forth by the National Milk Producers Federation’s National Dairy Farmers Assuring Responsible Management Program (FARM), for animal health, nutrition, management, housing and facilities, handling and transporting. DFA offers on-farm consultations to members to identify areas where sustainable practices can benefit their operations. Members that participate in the Gold Standard Program receive tailored resources and on-going technical assistance to improve sustainability on the farm. ³

Ohio’s Electric Cooperatives (OEC) power rural communities in 77 counties. In recent years OEC has diversified their energy sources portfolio to include renewable sources such as air, wind, hydro, biomass, solar and heat recovery. The co-op promotes energy efficiency through advising, energy audits and appliance rebate incentives that reduce members’ energy expenditures and save members money. ⁴

Nationwide Mutual Insurance Company is the No. 1 writer of insurance policies for farms and ranches. Nationwide works towards greater sustainability by reducing environmental waste and carbon emissions and promoting recycling. Nationwide’s green purchasing initiative works with suppliers to purchase eco-friendlier products. The company partners with voluntary government and industry programs such as Energy Star and Leadership in Energy and Environmental Design (LEED). ⁵

On the International Day of Cooperatives farmers everywhere tip our hats to recognize these and other cooperative businesses’ dedication to sustainable consumption and production.

*Article originally published in Farm & Dairy Newspaper

References

  1. United Nations Development. (March 3, 2018). 2018 International Day of Cooperatives. Retrieved from https://www.un.org/development/desa/cooperatives/2018/03/02/coopsday/
  2. United Nations General Assembly. (1987). Report of the world commission on environment and development: Our common future. Oslo, Norway: United Nations General Assembly, Development and International Co-operation: Environment.
  3. Dairy Farmers of America. (n.d.). Sustainability. Retrieved from http://www.dfamilk.com/our-cooperative/sustainability
  4. Ohio’s Electric Cooperatives. (n.d.) Efficiency. Retrieved from https://ohioec.org/oec/efficiency/
  5. Nationwide Insurance. (n.d.) Energy & Environment. Retrieved from https://www.nationwide.com/about-us/energy-environment.jspSTAY INFORMED

CFAES Center for Cooperatives Launches Co-op Mastery

The Ohio State University College of Food, Agricultural, and Environmental Sciences Center for Cooperatives launched Co-op Mastery: Beyond Cooperatives 101, a new and innovative online training course designed to educate cooperative members, boards, management, employees, and students.

Co-op Mastery: Beyond Cooperatives 101 is made possible by a grant from the CHS Foundation 2017 Cooperative Education Grants Program. The training is housed in The Ohio State University’s public-facing online education platform. It is free and can be accessed online at go.osu.edu/coopmastery.

Caption: Co-op Mastery is a new online learning tool launched by The Ohio State University College of Food, Agricultural, and Environmental Sciences Center for Cooperatives.

“Co-op Mastery curriculum focuses on mid-level knowledge about the cooperative business model,” said Center for Cooperatives Program Manager, Hannah Scott.  “Training modules build on existing fundamental materials by providing an in-depth look at governance, finance, taxation and other areas not typically covered by courses in fundamentals, yet challenging topics for stakeholders.”

The training features eight modules which include video interviews with numerous leaders in the cooperative movement:

  • Logan County Electric Cooperative General Manager Rick Petty discusses cooperative principles and various functions of cooperatives.
  • Dennis Bolling retired President and CEO of United Producers Cooperative shares the benefits cooperatives provide members.
  • Mid-America Cooperative Counsel Executive Director Rod Kelsay discusses effective education and training the Board of Directors.
  • Ohio State Univerisity Extension Educator Dr. Chris Bruynis gives insight to key factors that contribute to a cooperative’s success.
  • Nationwide’s VP of Sponsor Relations Devin Fuhrman shares the story of Nationwide’s history as a mutual cooperative company.
  • Agricultural attorney Carolyn Eselgroth of Barrett, Easterday, Cunningham and Eselgroth, LLP addresses legal considerations when forming a cooperative business.
  • Co-Bank Senior Relationship Manager Gary Weidenborner leads users through an interactive financial document exercise.
  • David Hahn, Professor Emeritus the Ohio State University, explains cooperative taxation.

“We invite folks to ask questions and receive answers from our Center staff in the online Co-op Forum,” said Joy Bauman, Program Coordinator.  “They can also browse an extensive collection of online resources in the Cooperative Library.”

The CFAES Center for Cooperatives offers customized in-person workshops to complement the online training. Workshops are designed to serve the requesting cooperative’s needs. Examples include: new employee education, board of director education, strategic plan development, cooperative marketing and policy development. Workshop participants receive a companion workbook with activities to fortify learning. They gain on-going access to Co-op Mastery online training materials, which they may work through at their own pace or search for specific information to meet immediate needs. Users can return to the Co-op Mastery online materials at any time to troubleshoot cooperative issues and they can receive ongoing technical assistance from CFAES Center for Cooperatives staff. To request a workshop or more information, visit go.osu.edu/cooperatives or contact the Center for Cooperatives at osucooperatives@osu.edu or 740-289-2071 ext. 111.

 

Cooperative Leadership Forum Offers a Valuable Learning Opportunity

The Mid America Cooperative Council (MACC), an organization representing over 100 cooperatives in Ohio, Indiana, Illinois, and Michigan, is offering a unique leadership training for co-op employees, board members, and other prospective leaders. The sessions on February 21-22 and March 6-7 in Oxford, Ohio will include tours of successful cooperatives in various sectors, sessions on leadership and management, and talks with cooperative leaders from across Ohio, among other activities.

MACC Executive Director, Rod Kelsay, talks with forum participants about how to develop their personal leadership skills.

In 2016, staff members of the OSU South Centers had the opportunity to participate in the forum, which included tours of Butler Rural Electric Cooperative, Inc. and CHACO Credit Union as well as visits from representatives of Miami University Credit Union, Dairy Farmers of America, and COBA/Select Sires. The various speakers shared how their co-ops benefit members, how they are governed, and the services they provide to members. Each highlighted their “cooperative difference,” including their prioritization of members’ needs, education efforts, and concern for community. OSU South Centers’ Kimberly Roush, explained the inspiration she gathered from visits to local co-ops. “I noticed an interesting result of the cooperative environment during the leadership forum—the overall culture of the cooperative employees who spoke with us.  The staff explained specific details about the reason for and the function of their cooperatives. Then they shared something more—talking about member activities and interaction with the community.  It was exciting to learn how the cooperative principles permeate the local culture.”    

Not only did staff learn a great deal from various guest speakers, the forum was an opportunity to network with and learn from other participants who worked across various sectors like credit unions and agricultural marketing and supply co-ops.

To learn more about the 2018 Cooperative Leadership Forum, visit http://editor.des08.com/macc/Brochure_CLF_2018.pdf. Contact MACC with any questions at (317)-726-6910 or knowledge@macc.coop.