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

Why Form an Audit Committee?

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

The Sarbanes Oxley Act of 2002 mandated that firms which issue publicly traded securities must have a formal audit committee. The act also included requirements for the composition and functioning of the audit committee. Although the Sarbanes Oxley Act does not apply to most cooperatives, this increased focus on the board’s role with respect to the audit has encouraged cooperatives to evaluate forming an audit committee or …

What Are Board Minutes?

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

Board minutes are an official record of corporate business. They provide a record of action or evidence of interaction. Copies of the Articles of Incorporation, bylaws and minutes of recent board meetings are the primary documents subpoenaed when the cooperative is involved in any legal action. It is imperative that board minutes are always considered a priority and recorded professionally.…

Taking Minutes during the Meeting

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

If ever there was a gap between a job’s glamour and its importance, such is the case for a board secretary. It is of utmost importance to have the right person taking the minutes. Usually cooperative boards appoint a board secretary who records minutes during the meeting, transfers the minutes into a professional, readable format and submits the minutes to the board for approval at the next …

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 …