Duties and functions of the Board Members 3

Upon completion of this module the reader will know and understand the following: 

  1. What are the requirements for one to become a Board Member?
  2. Who may not serve as a Board member?
  3. How can a Board member lose his/her position?
  4. What is the duration of terms in office?
  5. What are the roles and responsibilities of the office bearers?
  6. How to conduct Board meetings and membership meetings?
  7. How to Board members and financial control are connected?
  8. What are the cornerstones of a well balanced board?
  9. What should the relationship be between the Board and the co-operative management team/manager?


Materials for Download 

External Resources

How to do it

The Board of Directors and the management team must provide the leadership and inspiration to motivate the employees and members towards the measurable objectives of the organization. The confidence exhibited by the Board and management team, their openness in listening to and flexibility in implementing employees’ and members’ ideas will provide the organizational leadership required to make the business a success.

What are the requirements for one to become a Board Member?

  • Any person that shares the same objectives as the founding members of a cooperative may become a member.
  • In South Africa, there is no stipulated number of people that can be on the Board of Directors, but the minimum amount is 3 people.
  • A legal adult

The following persons may not serve on the Board of Directors

  • A person who is a patient in terms of the Mental Health Act (Republic of South Africa)
  • Who is unrehabilitated insolvent
  • Who has been convicted of theft, fraud, perjury or any other felony

How can a Board member lose his/her position?

  • If for any of the above reasons he/she becomes incompetent to serve
  • If three Board meetings have been missed without an apology
  • After 30 days of his/her resignation or as the Board of Directors decides
  • If he/she has been removed in terms of the statutes of the cooperative
  • Directors only serve as the representatives of the cooperative and therefore can be removed from office during any legally constituted general meeting of members.

Duration of Board of Directors in office

  • The cooperative members stipulates in their constitution or in a constitutional by-law, the duration that Board members can serve as Office Bearers, usually no longer than five years
  • If a Board member dies, resigns or was removed from office, a new Office Bearer may be elected to serve for the remainder of the time.
  • Board of Directors are usually chosen at the first general meeting of the cooperative.
  • The following members must be chosen in order to chair the meetings, these three are the most vital, but members can choose additional Board members if they wish to do so
    1. Chairperson
    2. Secretary
    3. Treasurer

What are the roles and responsibilities of the office bearers?

  • An office bearer ensures that their roles are efficiently executed.
  • Under no circumstances can a office bearer assume the role of his/her colleague because they think that they can do it better.
  • Office Bearers ensures that the cooperative’ administrative duties are executed without fault
  • They ensure that the following is adhered to
    1. Accurate record keeping
    2. Constructive and effective Board meetings
    3. Deliver regular and understandable reports to its members
    4. Conduct members and Board meetings
    5. Follow the cooperative constitution as well as business plan to ensure that the cooperative is compliant and still on track
    6. Seek better ways for service delivery or product upgrading
    7. Conduct Annual general meetings

How to conduct Board meetings and membership meetings

Board and Membership meetings

The agenda for a members meeting could be as follows

  1. Opening and welcome
  2. Apologies
  3. Minutes of the last meeting
  4. Matters arising from the minutes
  5. Acceptance of minutes
  6. Seconded by any member
  7. Any additional matter of importance that must be discussed by members
  8. Reports (written reports tabled from different office bearers, project managers or sectors)
  9. Finances
  10. General
  11. Date of the next meeting

Annual General Meeting

The Agenda for a Annual General Meeting could be as follows

  1. Opening and welcome
  2. Attendance
  3. Minutes of the first general meeting
  4. Matters arising
  5. Chairperson’s Report
  6. Project / General Manager’s Report
  7. Treasurer’s Report
  8. Presentation of the Audited Financial Statements
  9. Amendments to the constitution
  10. Any elections as set out in the cooperative constitution
  11. General Matters
  12. Closing

The Board members and Financial control

  • The Board carries the final responsibility of accurate financial controls
  • If the Board does not know what is happening in the finances it may end up in a disaster.
  • Knowledge of the financial state of the cooperative ensures that the Board of Directors can be pro active or make constructive financial decisions
  • The Board of Directors has the right to appoint an Accountant, Bookkeeper and Auditor.
  • The Board must make all financial decisions based upon the success of the cooperative
  • Transparency is important in the event that the cooperative might experience financial difficulties.

What are the cornerstones of a well balanced board?

  • Board members have important duties and these roles come with a great amount of legal responsibility
  • Board members cannot be elected on the basis of popularity
  • They must be skilled in that area of expertise. For example, one Director might be skilled in Business Management, the other as an accountant or some might have strong managerial or public relations skills. These are the type of people that must be elected as Board members. If no-one in the cooperative possess these skills, training must be offered to those that have an aptitude for certain skills.
  • Additionally the expertise of external consultants for legal or financial matters can be consulted.
  • A well balanced Board understands its strengths and weaknesses and assists each other to be equally competent.

What should the relationship be between the Board and the co-operative management team/manager?

When a cooperative is small, the members are able to do all of its function; should the cooperative grow it would be beneficial to appoint a manager/managers to oversee different aspects of the cooperative.

  • It must be a full-time person/s
  • It is advisable not to appoint a Board member as a manager, but rather advertise a vacant position for non cooperative members or open the manager’s position to cooperative members.
  • There must be a clear line of command – Who is the manager responsible to report to?
  • The manager is there to ensure that the work is completed efficiently and on time.
  • The manager/s will have job descriptions that they must adhere to
  • It is advisable not to appoint a family member as a manager; this could cause members to become disgruntled. The family member might think that he/she can have preferential treatment

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