Board and Committees

Board of Directors

The Board of Directors is elected by members to govern BDRC between General Body meetings. The Board serves member interests and is accountable to the membership.

Board Composition

Number of Directors

The number of directors is defined in BDRC bylaws, balancing:

  • Need for diverse perspectives
  • Efficient decision-making
  • Regulatory requirements
  • Practical governance

Typical cooperative boards range from 7 to 15 directors.

Elected Member Directors

The majority of directors are elected from the membership:

Eligibility

  • Must be a member in good standing
  • Meet any additional criteria defined in bylaws (e.g., minimum membership duration)
  • No conflicts of interest that would prevent effective service
  • Willing to commit time and effort required

Representation Board composition may reflect:

  • Geographic diversity across member regions
  • Different types of retail businesses
  • Mix of experience levels
  • Diversity in perspective

The goal is a Board that understands varied member needs.

Independent Directors

BDRC may include independent directors for specific expertise:

Purpose Independent directors bring:

  • Specialized knowledge (finance, legal, technology, etc.)
  • Cooperative governance experience
  • External perspective
  • Professional expertise

Limits

  • Independent directors are a minority of Board
  • Members retain control through elected majority
  • Independent directors serve member interests
  • May not vote on certain matters if required by regulations

Board Officers

The Board elects officers from among directors:

Chairperson

  • Presides over Board meetings
  • Represents the cooperative formally
  • Ensures Board effectiveness
  • Provides leadership to Board

Vice Chairperson

  • Supports Chairperson
  • Acts in Chairperson’s absence
  • May have specific delegated responsibilities

Secretary

  • Ensures proper record-keeping
  • Manages Board communications
  • Ensures compliance with procedural requirements

Treasurer

  • Oversees financial oversight
  • Works with Audit Committee
  • Ensures financial reporting integrity

Officers are elected by the Board for defined terms.

Board Responsibilities

Strategic Direction

The Board sets cooperative strategic direction:

  • Long-term vision and goals
  • Priority areas for development
  • Resource allocation frameworks
  • Major initiatives and programs

Strategy is developed with member input and approved by General Body where required.

Policy Making

The Board establishes policies governing:

  • Member services and access
  • Financial management
  • Data protection and privacy
  • Operational standards
  • Governance procedures

Policies guide management and ensure consistency.

Financial Oversight

The Board ensures financial integrity:

  • Approves annual budgets
  • Reviews financial performance regularly
  • Ensures adequate controls and audit
  • Manages significant financial decisions
  • Protects cooperative assets

Financial responsibility is fundamental to Board duty.

Management Oversight

The Board oversees cooperative management:

  • Appoints Chief Executive
  • Sets performance expectations
  • Reviews management performance
  • Ensures accountability
  • Supports management success

Board governs; management operates.

Risk Management

The Board ensures appropriate risk management:

  • Identifies significant risks
  • Ensures mitigation strategies
  • Reviews risk regularly
  • Maintains appropriate insurance and safeguards

Risk management protects the cooperative and members.

Regulatory Compliance

The Board ensures compliance with:

  • Co-operative societies regulations
  • Financial and tax regulations
  • Data protection requirements
  • All applicable laws

Compliance protects cooperative legitimacy and member interests.

Member Accountability

The Board reports to members:

  • Annual reports on performance
  • Financial statements
  • Major decisions and initiatives
  • Responses to member concerns

Accountability maintains member trust and democratic control.

Board Committees

The Board establishes committees to support effective governance:

Audit and Compliance Committee

Purpose Oversees financial integrity and regulatory compliance.

Composition

  • Board directors with financial literacy
  • May include independent director if available
  • Chairperson should have financial expertise

Responsibilities

  • Reviews financial statements before Board approval
  • Oversees internal and external audit
  • Ensures compliance with financial regulations
  • Reviews internal controls and risk management
  • Investigates financial concerns
  • Recommends improvements

Meetings Meets quarterly or more frequently as needed.

Member Services Committee

Purpose Ensures cooperative services meet member needs.

Composition

  • Board directors with retail operations understanding
  • Representation from different member regions where possible

Responsibilities

  • Reviews member service delivery
  • Gathers member feedback systematically
  • Recommends service improvements
  • Oversees member satisfaction monitoring
  • Identifies new member needs
  • Ensures accessibility of services

Meetings Meets quarterly or more frequently as needed.

Governance and Nominations Committee

Purpose Ensures effective governance processes and Board renewal.

Composition

  • Board directors committed to governance excellence
  • May include Chairperson or Vice Chairperson

Responsibilities

  • Oversees election processes
  • Identifies Board skill needs
  • Encourages qualified member candidates
  • Reviews governance effectiveness
  • Recommends governance improvements
  • Oversees Board orientation and training

Meetings Meets as needed, particularly before elections.

Technology and Data Governance Committee

Purpose Oversees digital infrastructure and data protection.

Composition

  • Board directors with technology understanding
  • May include independent director with technology expertise

Responsibilities

  • Reviews technology strategies and investments
  • Ensures data protection compliance
  • Oversees digital security
  • Reviews member data policies
  • Ensures technology serves member needs
  • Monitors digital infrastructure performance

Meetings Meets quarterly or more frequently as needed.

Strategic Planning Committee

Purpose Supports Board in strategic direction setting.

Composition

  • Board directors representing diverse perspectives
  • May include all Board members for key strategic discussions

Responsibilities

  • Facilitates strategic planning processes
  • Engages members in strategy development
  • Reviews strategic progress
  • Recommends strategic adjustments
  • Ensures strategic alignment with member needs

Meetings Meets as needed for strategic planning cycles.

Committee Principles

Advisory Role

Committees advise the Board but do not make final decisions:

  • Recommendations go to full Board for approval
  • Committees facilitate deeper analysis
  • Full Board retains decision-making authority

Clear Mandates

Each committee has clear terms of reference:

  • Defined scope and responsibilities
  • Reporting requirements to Board
  • Authority limits
  • Meeting frequency

Board Oversight

The Board oversees all committees:

  • Approves committee membership
  • Reviews committee performance
  • Ensures coordination between committees
  • May dissolve or modify committees as needed

Transparency

Committee work is transparent to Board and members:

  • Committee recommendations documented
  • Major committee activities reported
  • Minutes maintained appropriately

Board Member Expectations

Time Commitment

Board service requires significant time:

  • Regular Board meetings (typically monthly)
  • Committee meetings
  • Preparation time for meetings
  • Special meetings when needed
  • Member engagement activities

Members considering Board service should understand the commitment.

Fiduciary Duty

Board members have fiduciary duty to act in member interests:

  • Loyalty to the cooperative
  • Care in decision-making
  • Good faith conduct
  • Compliance with duties

Personal interests do not override cooperative interests.

Confidentiality

Board members maintain confidentiality:

  • Sensitive business information
  • Personnel matters
  • Competitive information
  • Member privacy

Confidentiality does not prevent transparency to members on major decisions.

Preparation and Engagement

Effective Board members:

  • Prepare for meetings by reviewing materials
  • Participate actively in discussions
  • Ask questions to ensure understanding
  • Contribute perspectives constructively
  • Follow through on assigned responsibilities

Continuous Learning

Board members commit to ongoing learning:

  • Understanding cooperative principles
  • Developing governance skills
  • Learning about retail industry developments
  • Staying informed about regulatory changes

BDRC supports Board development through training.

Board Support

BDRC provides support for effective Board governance:

Orientation

New Board members receive orientation on:

  • Cooperative history and operations
  • Governance structure and processes
  • Board member responsibilities
  • Key policies and procedures
  • Current strategic priorities

Training

Ongoing training on:

  • Cooperative governance best practices
  • Financial oversight for directors
  • Legal and regulatory requirements
  • Strategic planning
  • Risk management

Information

Board members receive:

  • Regular management reports
  • Financial statements and analysis
  • Member feedback summaries
  • Industry and market information
  • Policy documentation

Administrative Support

Board receives administrative support for:

  • Meeting scheduling and logistics
  • Document preparation and distribution
  • Minute-taking and record-keeping
  • Communication with members

Board Performance

Self-Evaluation

The Board regularly evaluates its performance:

  • Annual Board self-assessment
  • Review of governance effectiveness
  • Identification of improvement areas
  • Adjustments to processes as needed

Member Feedback

Members provide feedback on Board performance:

  • Questions at General Body meetings
  • Surveys and consultations
  • Input through member committees
  • Election decisions

Member feedback drives Board improvement.

Board Accountability

The Board is accountable through:

  • Regular elections replacing some or all directors
  • Reporting requirements to members
  • Potential for removal for cause
  • Regulatory oversight
  • Member oversight mechanisms

Accountability ensures Board serves member interests.

Board Evolution

As BDRC grows, Board structure may evolve:

  • Changes in Board size
  • Adjustments to committee structure
  • Enhanced regional representation
  • Refined processes and procedures

Evolution requires bylaw amendments approved by members.

Serving on the Board

If you are interested in Board service:

  • Develop understanding of cooperative principles
  • Engage actively as a member
  • Build knowledge of retail business
  • Understand governance responsibilities
  • Watch for nominations when elections occur

Board service is meaningful contribution to cooperative success.