/ Legal Reference...
Code Of Conduct For The Board Of Directors Of An Agricultural Cooperative
- As a Board Member I will remember that a Board of Directors are not
individuals, nor are they partnerships (two or more individuals). They
are a collective legal personality created for a specific purpose, as
stated in the Bylaws and Articles of Incorporation of the Cooperative.
- The Board of Directors is a team, and decisions must be made as a
team, a "collective legal personality".
- Board Members have no individual authority except that which has been
formally given by the authorization of the Board of Directors.
- A Board Member's authority, except when the Board of Directors is
in formal meetings, is equal only to the rights and authority of any
individual Member of the Cooperative.
- Board Members may communicate with employees of the Cooperative on
the same basis as any other Member of the Cooperative. However, the
Board of Directors and each Board Member will, at all times, be aware
that employees of the Cooperative report to the General Manager and
will not enter into, or encourage, discussions concerning employee relations,
job status, wage or salary levels or management issues concerning the
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- Only the Board of Directors as a whole has the authority to govern.
- The strengths and abilities of the Board of Directors lie in the combined
strength and ability of its individual Members.
- When a Board Member acts as a volunteer to help get jobs done, the
Board Member is acting as a volunteer and individual under the supervision
and control of staff and not as a Board Member.
- A Board Member that commits to a particular decision before engaging
in discussion with staff and other Board Members can harm the Cooperative=s
programs and jeopardize a personal reputation.
- Policy development is never an individual matter... it is based on
the best collective wisdom and experience of the Board of Directors
and staff of the Cooperative.
- Board Members must respect corporate decision-making and not publicly
air personal disagreements with a decision made by the Board of Directors.
Any decision made by a majority of the Board of Directors should be
supported as being the considered judgment of the Board of Directors
acting as collective legal personality.
- If a Board Member strongly disagrees with a major decision made by
the Board of Directors, a formal "minority report" may be
filed and made a permanent part of the records of the Cooperative or
a Board Member may ask the secretary of the Board of Directors to record
the Board Member's vote on the issue. A Board Member disagreeing with
the majority of the Board of Directors has the right and duty to present
further evidence and argument to the Board of Directors, and the Board
of Directors has the duty of reconsidering the decision upon presentation
of proper evidence.
- A Board Member is expected to set an example of personal integrity
and ethical practice which provides a standard of conduct for all company
- A Board Member never expects nor promotes special favors for himself,
relatives or friends. A Board Member does not expect special privileges
because of being a Board Member.
- A Board Member will support the Cooperative in both voice and patronage.
- A Board Member will attend Board meetings, prepare for meetings by
reviewing materials submitted prior to the meeting, and stay abreast
of industry trends that could affect the Cooperative.