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Roles and Responsibilities of a Board Member

Promoting and Nurturing Good Governance of the Cooperative

  • As trustees of Baldwin EMC, each trustee has the fiduciary responsibility to practice good governance of the Cooperative and the membership:
    • Place the interest of the cooperative and its members over other interests when making corporate decisions.
    • Be obedient to the law, regulatory requirements, bylaws and board policies.
    • Focus on what is best for the Cooperative and membership as a whole.
  • Trustees operate according to the Cooperative’s Articles of Incorporation and bylaws to direct the affairs of the Cooperative.
  • Trustees hire the CEO and ensure the CEO runs an effective, not-for-profit business that provides the most reliable electricity at the lowest possible price.
  • Trustees govern policies and practices to facilitate:
    • Member engagement by representing the members fairly and equitably.
    • Fiduciary oversight of the cooperative’s operations and structure.
    • Achievement of the cooperative’s strategic plan, vision, mission, and goals.
    • Approval of the operating budget for the cooperative.
    • Program oversight and support, including the adoption of policies and monitoring such for compliance with legal and regulatory requirements, as well as the adequacy of internal controls.
    • Operating with integrity, transparency, accountability, and courage.

Obligation to Members

  • Trustees are available 24 hours a day, 7 days a week.
  • Trustees commit to serve up to 65 days a year for board meetings, training classes, conferences, etc.
  • Serving as a board member brings with it a high level of personal risk and fiduciary responsibility. It is very time consuming, taking them away from their full-time professions and family obligations. Typically, there is one board meeting per month, with occasional additional work days when in-depth analysis of some aspect of cooperative business is required.
  • Outside of the regularly scheduled board meetings, trustees spend significant time and energy on Cooperative business for the members:
    • Meeting personally with members.
    • Answering phone calls and emails.
    • Preparing for board meetings and other cooperative events.
    • Analyzing monthly reports.
    • Attending regional and national cooperative meetings.
    • Attending director education and training.
    • Reviewing publications from various cooperative associations to stay abreast of ever-changing industry news.
    • Being available at all times for the unexpected.

Training and Education

  • Trustees are charged with taking a series of educational courses to receive the Credentialed Cooperative Director Certification to serve on the board. But the learning doesn’t end there. Numerous other classes and seminars cover topics that must be part of a trustee’s responsibility to stay abreast of a rapidly changing industry.

 

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