Tag: board of directors

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 …

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.…

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 …

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 …

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

The chairman has a special role in the voting procedures of the board. The chairman is responsible for enforcing good decorum in the board room. He may appoint committees or decide points of order.

Voting by the chairman is a sensitive issue in many cases. According to Robert’s Rules of Order, the chair can make motions, speak on one side or the other on every motion, and …

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

1. Prolonged discussion without a motion. This tends to violate the principle of “one thing at a time.” It is the main reason the chair gets in trouble conducting meetings. Discussion without a motion can become rambling argument rather than constructive discussion; the chair may stop this rambling by requesting the business be placed before the group in the form of a motion.
2. Failure to confine discussion to

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

The board should also analyze the strengths and weaknesses of the firm. Is the cooperative serving its customers? Few firms can afford to provide all of the services customers might want. Not all service needs of customers are unreasonable, however. Many increased services are sound business practices. The board should routinely make independent inquiries to determine that customer services are adequate. Some specific areas for assessment include: …

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

Key performance areas (KPAs) are the few factors that greatly influence a business’ success. The number of KPAs depends on the company and the industry. One of the difficult tasks of the board is to identify (with the manager’s assistance) those areas in which performance vitally affects the success or failure of the firm. Some potential KPAs for agricultural cooperatives include:

• Facilities. Does the cooperative have and

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

Some balance is needed between individual discretion and formalized measures of performance. The greater the professional competence of the manager or staff involved, the more decentralized the decision-making process can be. Therefore, different types of controls are needed at different levels of the organization. Board members and managers must communicate, discuss and attain a high level of commitment to the goals and objectives of the organization. The …