The Role of the Board Chair

Phil Kenkel

Bill Fitzwater Cooperative Chair

Oklahoma State University

The board chair (also referred to as the chairman, chairwoman or chairperson of the board of directors) is a key leadership position. The board chair is a member of the board of directors who is elected by the board for a specified term. The bylaws of a cooperative will generally define the process for selecting the chair and the chai’s rights and duties.

The chair serves as leader and manager of …

The Cooperative Board of Directors

Phil Kenkel

Bill Fitzwater Cooperative Chair, Oklahoma State University

Every individual should understand the role of the board of directors.  While there are differences across the business forms, the board of directors is an important part of the governance of investor owned corporations, cooperative corporations and not for profit corporations.  Understanding the functions and role of the board of directors will help you better understand those specific business forms.  Additionally, many individuals are asked to run for or serve on …

Identifying and Recruiting Skilled Board Members

By Phil Kenkel, Vice Chair, Cooperatives CoP and Bill Fitzwater Cooperative Chair, Oklahoma State University, phil.kenkel@okstate.edu.

In a recent national project academic, researchers, cooperative managers and members, USDA, agricultural foundations and other stakeholders collaborated to identify the critical issues facing agricultural cooperatives.  A two-stage Delphi survey was conducted, followed by expert panel sessions in Washington, D.C. and Minneapolis, Minnesota. The material below summarizes some of the findings from the project

Identifying and recruiting quality directors with essential skills are …

Challenges for the Board of Directors

By Phil Kenkel, Vice Chair, Cooperatives CoP and Bill Fitzwater Cooperative Chair, Oklahoma State University, phil.kenkel@okstate.edu.

In a recent national project, academic researchers, cooperative managers and members, USDA, agricultural foundations and other stakeholders collaborated to identify the critical issues facing agricultural cooperatives. A two-stage Delphi survey was conducted, followed by expert panel sessions in Washington, D.C. and Minneapolis, Minnesota. The material below summarizes some of the findings from the project.

A wide variety of governance issues including board member …

Board of Director Strategy

Authors: Phil Kenkel, Oklahoma State University, phil.kenkel@okstate.edu, and Bill Fitzwater,
Oklahoma State University

Image:BODmeetingfeature.jpgStrategy Board of director meetings are designed to conduct business, communicate with the manager and plan for the future. Parliamentary procedure can help boards accomplish these objectives.

Roles and Responsibilities of the Board of Directors

Planning is a process of setting objectives and determining what must be done to accomplish them. One director of an agricultural cooperative defined planning as:

  • Where are we going?
  • How do

Sample Management Evaluation Form

Authors: Phil Kenkel, Oklahoma State University

Appraising the manager’s performance is an important activity for the board of directors. Developing a formal process that is routinely applied makes appraisal less confrontational. The appraisal process revolves around the identification of realistic and attainable performance standards.

Standards should cover all functions of the manager’s job and can involve both outcome and activities. Setting the standards should be a joint activity of the manager and board. Performance standards should be continuously evolving with …

Audit Features

Authors: Phil Kenkel, Oklahoma State University, phil.kenkel@okstate.edu, and Bill Fitzwater,
Oklahoma State University

The term “audit” refers to actions that can be either internal or external in nature. The internal auditing function of a business is performed by an internal auditor to determine conformity in record keeping and operations with predetermined standards, such as inventory valuation, appropriate issuance of transportation contracts, etc. While this is an important function for cooperative businesses, in this article, we are concerned with the external …

Reasons for Audit

Authors: Phil Kenkel, Oklahoma State University, phil.kenkel@okstate.edu, and Bill Fitzwater,
Oklahoma State University

Securing an annual audit of the cooperative’s financial records is the responsibility of the board of directors. Because the board acts as the trustee of the cooperative’s assets, it is responsible for safeguarding, auditing, and appraising the cooperative’s financial resources. The audit is a fundamental part of this trustee responsibility, and the cost of the audit should be considered a normal business expense.

The fiduciary responsibilities of …

How the Audit Committee Functions

Authors: Phil Kenkel, Oklahoma State University, phil.kenkel@okstate.edu, and Bill Fitzwater,
Oklahoma State University

A good understanding of how an audit committee should work is critical to the financial professionals who are part of the cooperative’s internal and external audit teams. An audit committee must have four important concerns:

  1. Selection of the auditor
  2. Determining the scope of the audit
  3. Exercising diligence
  4. Ability to ask the hard questions

Selecting the outside auditor is one of most important jobs of the audit committee. …