Please review the Articles of Incorporation for the Nordland General Store here.

Please review the Nordland General Store Bylaws here.

Please review the membership agreement form here.

Co-op Board 101 - What Co-op Board members do!

Co-operative businesses are governed and run by boards of directors. They manage the staff, create policies and procedures, and make decisions that benefit the business. Their job is to make sure the co-op is healthy and functioning well. A co-op board is made up of members of the co-op, who are elected through a process that is outlined in the co-op bylaws.

Every co-op has a board. The board is a group of members that has been elected to make decisions for the co-op on behalf of all the other members.

Most co-ops will set a range (usually from 5 to 9). The Nordland General Store has a maximum of 9 board members, and a minimum of 5.

There are different types of co-op boards that take on different responsibilities and roles. One type is a policy board. Large co-op organizations that employ extensive staff usually have a policy board. In this situation, the board creates policies and makes decisions about the direction for the co-op, and the managers and staff run the business.

Smaller co-ops or start-up co-ops may have a working board. This type of board does more hands-on work, making decisions as well as carrying out at least some of the business. Right now, the Nordland General Store Board is transitioning from a working board to a policy board, but we expect that transition to last for at least another year or two. Prospective board members should understand this level of commitment is needed for the NGS at this time.

Being a board member

To become a director, a person must be a member of the co-operative. They must be willing to let their name stand for nomination and meet the requirements to serve as a director. Some basic requirements are written in legislation, but a co-op may add additional requirements in their bylaws.  According to legislation (the law), co-op directors:

• must be at least 18 years old.

• must be of sound mind.

• must not hold the status of bankrupt.

The Nordland General Store will provide new directors with some orientation and training, so they have the skills and knowledge they need to be effective board members. This can include taking board governance courses, reading directors manuals, or getting a crash course in how a co-op board works from someone with more experience, and volunteering at the store. There’s no need to become in expert in co-op governance, but it’s a must to be familiar with basic procedures.

Board members have a “fiduciary responsibility” to manage the co-operative. This means they must make good financial decisions, make sure the co-op is fulfilling its objectives and mandate, and generally set up the co-op for future success. 

If a director is failing to act in the best interests of the co-op, the board must raise and deal with the issue. 

Roles on a Co-op board of directors

Government regulation and common practice usually includes the following board officer positions:

• President

  This position provides leadership to the board and the co-operative. The president serves as chair for all board and general meetings, maintains a strong relationship with management, and often serves as the face of the organization. The president should be familiar with important policies and procedures governing co-operatives and non-profits in general.

• Vice-president

  This position is tasked with fulfilling duties assigned by the president or filling in when the president is not available.

• Treasurer

  The duties of the treasurer require understanding of financial reporting and accounting practices and can sometimes be an outside expert (e.g. an accountant) that can perform the duties efficiently. The treasurer often oversees the co-operative’s finances, filing the annual return, preparing a budget, and keeping the board and shareholders informed on financial matters.

• Secretary

  This position maintains the records of the co-operative including policies and procedures, meeting minutes, and an up-to-date membership list. In many co-ops, the secretary serves as a point of contact for members on matters including submitting resolutions, or concerns with the co-op.

Many co-operatives create additional board positions or committees that reflect the needs of the members or the sector in which they do business. The Nordland General Store has a Budget and Finance Committee, as well as additional committees as needed.

Co-operatives make it a priority to find directors that have the experience and qualifications to fulfill the duties of board members. This can be achieved by actively screening new board members that would be able to understand and manage the organization. In most cases, people who get involved in board leadership do so because of their skill sets and desire to dedicate time and energy to the mission of the co-op. An understanding of policy and financial reporting is important, but those skills can be acquired over time. An understanding of the mission and general business sector needs of the NGS is essential, and again can be acquired over time.

Responsibilities of a Co-op Board (in general)

The board of directors is central to the operation of a co-operative business. Directors discuss matters affecting the co-op, make decisions that shape and guide the co-op, and prepare information and recommendations to members to discuss and decide on. Much of what a board does is responsive, reacting to events, ideas, and opportunities facing the co-operative. It’s important for directors to think about the future and look for ways to improve their practices and the co-op’s well-being. This list gives an overview of the important responsibilities of the board of directors:

1. Manage financial matters of the co-operative

   It’s important for the board to have a strong understanding of the co-op’s financial position. This can be done with support from staff, the treasurer, or an accountant. The board leads the creation of an annual budget, monitors revenue and expenses, and present the annual financials and budget back to the members at the annual meeting. Some members of the board will have signing authority on the co-op’s accounts and their signatures will be required for items like checks, agreements, checking accounts, annual returns, and applications.

2. Strategic Planning

   The board provides leadership to the organization and shapes its direction. It creates, updates, and maintains strategic plans that include the co-op’s agenda, goals, and key opportunities. The board should regularly identify projects and manage the co-op’s investments in those projects.

3. Create policies and procedures

   The board creates policies when first incorporating the co-op, and on an ongoing basis. Some policies will be created in response to the co-op’s business, or as challenges and opportunities arise. These policies relate to things like finances, membership, conflict of interest, information and technology, safety, elections, and so on.

4. Give the co-operative a voice

   Both the board and the staff will promote the co-op to the public. The board, as representatives of the members, should speak on behalf of the co-op when working with partners, funders, media, or other audiences. They should provide information to members at meetings and give direction to staff. It’s good to have a communications strategy for the board and staff that outlines how the co-op communicates with other parties, so everyone is sharing a consistent message.

5. Management

   Depending on the size of the co-operative, the board may directly manage the day-to-day affairs. In larger co-ops, the board usually delegates this to staff. The NGS board is still a “working” board and does some aspects of day-to-day affairs as a result.

Basic NGS Board Member Duties:

1.    Be a member of the cooperative and become familiar with the articles of incorporation and bylaws of the cooperative to conduct the business in accordance with their provisions.

2.    Attend all regular and special meetings of the board unless excused.

3.    Understand the terms of all contracts into which the cooperative has entered by authority of the board — leases, loan agreements, membership and marketing agreements, supply and other contracts, etc. 

4.    Be familiar with the State law under which the cooperative was
incorporated.

5.    Understand the general legal responsibilities of serving on a board of directors.

6.    Be responsive to new ideas and changes that are in the best interest of meeting member or staff needs and participate in bringing these to fruition.

7.    Commit to participate in training programs to better understand the cooperative’s operations, and a director’s role in it.

8.    Shop at the store.

9.    Be a kind and cheerful ambassador for our store, staff, and members.

To be considered as a candidate for board service, please send an email to:

secretary@nordlandgeneralstore.com