One of the unique aspects of the cooperative business model is that members democratically control the enterprise.[1] Commonly, cooperative members elect a representative board of directors to govern the business.

Cooperative directors are tasked with varied and sometimes complex tasks, from monitoring financial performance to assessing the co-op’s general manager and more. In serving in a vital role in their cooperative, directors also take on various responsibilities – some of them legal in nature. Key among these responsibilities are the fiduciary duties directors owe to members, other directors, and the cooperative.[2]

• 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.[3]
• 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.[4]
• 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.[5]

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 for directors 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.

For a wider-view of the types of responsibilities that directors take on in leading their cooperative, “The Circle of Responsibilities for Co-op Boards,” by James Baarda is a helpful publication.

Most Cooperatives Provide Board Training in Key Responsibilities

Cooperative board training programs can help directors understand their roles and responsibilities, including ensuring that new directors, and even seasoned directors, have a firm grasp of their fiduciary duties, among other areas. In a survey of 500 cooperatives across industry sectors and the United States, co-op enterprises shared the topics in which they train directors:

• 80% or more of responding cooperatives train board members in fiduciary duties, financial topics, and the cooperative model
• Many cooperatives, between 53% and 78% of responding cooperatives train directors in ethics and compliance, industry-specific topics, legal and regulatory issues, and risk management
• Almost half of responding cooperatives (49%) train directors in corporate social responsibility/sustainability/social impact
• Some responding cooperatives train their directors in meeting facilitation and conflict resolution – 41% and 32%, respectively[6]

Training is a Key Part of Global Co-op Principles

According to the globally-recognized cooperative principles stewarded by the International Cooperative Alliance (ICA), Principle 5: Education, Training and Information recognizes that, “Co-operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co-operatives. . .”[7] The ICA’s Guidance Notes on the Cooperative Principles clarify what might seem like a redundant phrasing – education, training, and information have distinct, important meanings:

“ ‘Education’ is about understanding the Co-operative Principles and Values and knowing how to apply them in the day-to-day operations of a co-operative business…”

“ ‘Training’ is about developing the practical skills members and employees need to run a co-operative in according with efficient and ethical business practices and to democratically control their co-operative business responsibly and transparently.”

“ ‘Information’ is a duty to make sure that others who are members of the general public . . . know about co-operative enterprise.” [8]

A Commitment to Continued Learning: Developing a Board Training Program

As directors navigate complex business landscapes trying to ensure their cooperative enterprise is responsive to members’ needs and remain sustainable over the long-term, training programs can help directors develop their technical and soft skills. To develop a board training program, cooperatives may look both internally and externally. For example, training programs may be specifically constructed and hosted by a local cooperative’s key employees or by a federated cooperative partner. Various education and nonprofit institutions that work with or support cooperative enterprises like councils, cooperative associations, and universities that 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.

As cooperative managers, directors, entrepreneurs, and developers look toward a new calendar year, prioritizing training that can help directors lead their co-op more effectively may be a worthy goal to add to the list of resolutions!

Important note: This information is provided for educational purposes only. It is not legal advice and is not a substitute for the need to consult with an appropriately licensed attorney.

Sources

[1] “Cooperative identity, values & principles.” (2018).  International Cooperative Alliance. https://www.ica.coop/en/cooperatives/cooperative-identity

[2] Scott, H. & Traxinger, M. E. (2021). “Navigating Your Legal Duties: A Guide for Agricultural Cooperative Directors.” National Agricultural Law Center. https://nalcpro.wpenginepowered.com/wp-content/uploads//assets/articles/Co-op-directors-guide.pdf

[3] Id.

[4] Id.

[5] Id.

[6] Berner, C. & Schlachter, L.H. (2022). “Findings from the Cooperative Governance Research Initiative: 2021.” University of Wisconsin-Madison Center for Cooperatives, 31. https://resources.uwcc.wisc.edu/Research/CGRI_2021Report_web.pdf

[7] “Cooperative identity, values & principles.” (2018).  International Cooperative Alliance. https://www.ica.coop/en/cooperatives/cooperative-identity

[8] “Guidance Notes on the Cooperative Principles.” (2017). International Cooperative Alliance, 59. https://ica.coop/en/media/library/the-guidance-notes-on-the-co-operative-principles