[column 12 layout="standard"] PROTOCOL & PRACTICES
Engages in activities that support the board in determining its own priorities and information needs.[/column] 

[column 12] Key Behaviors: Board

• Engages in civil, respectful and constructive dialogue with fellow board members, the CEO, staff and other agents of the board
• Regularly participates in board discussions.
• Contributes items to the board agenda when appropriate.
• Applies the seven cooperative principles to decision-making and interactions with memberthip.
• Recognizes the purpose and value of parliamentary procedure.
• Engages in strategic discussions rather than operational ones.
• Links the concept of enterprise risk management with the board’s strategic planning process.
  

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[column 12] Key Behaviors: Board Chair

• Leads the board in its governance functions.
• Understands and supports the infrastructure of governance operations.
• Keeps the board focused on the board agenda.
• Works to ensures a common understanding among directors of the cooperative’s goals and strategies and guides the board to work together to achieve those goals.
• Ensures civil, respectful and constructive dialogue with fellow board members, the CEO, staff and other agents of the board.
• Enforces the cooperatives policies, bylaws, legal practices, and code of ethics.
• Ensures regular review of governance policies, practices, legal requirements, and code of conduct.
• Ensures recruiting, orienting, and developing new board members.
• Ensures proper use of parliamentary procedure.
• Ensures the board's fulfillment of risk oversight responsibility.
• Ensures a clear charter is drafted for all board committees.

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[column 12 layout="standard"] POLICY DEVELOPMENT
Establishes policies that provides guidance and sets expectations for performance.[/column] 

[column 12] Key Behaviors: Board

• Demonstrates familiarity with the cooperative's governing policies.
• Distinguishes between governing and operating policies.
• Recognizes the importance of regular policy review in light of changing technology, regulations, legal requirements, member preferences, etc.

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[column 12] Key Behaviors: Board Chair

• Leads the board in its governance functions.
• Understands and supports the infrastructure of governance operations.
• Keeps the board focused on the board agenda.
  
  

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[column 12 layout="standard"] BOARD ACCOUNTABILITY
Monitors board operations and takes responsibility for board actions and results.[/column] 

[column 12] Key Behaviors: Board

• Recognizes the board's responsibility to oversee its own performance.
• Maintains confidentiality of boardroom deliberations.
• Demonstrates ethical behavior and legal compliance.
• Recognizes the purpose of basic parliamentary procedure.
• Recognizes that the board provides goals and parameters for results, but is not involved with the specific ways they are being achieved.
• Recognizes the value of diversity of age, race, gender, and thought in the composition of the board and the recruiting of director candidates.

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[column 12] Key Behaviors: Board Chair

• Creates board agenda in collaboration with the CEO.
• Encourages diversity of age, race, gender, and thought in the composition of the board and the recruiting of director candidates.
• Ensures regular evaluation of board performance.
• Demonstrates an appropriate level of leadership to motivate director participation in board discussions.
• Demonstrates the ability to facilitate discussions to consensus.
• Enforces rules of decorum are adherred to in the boardroom.
• Coordinates a process for board self-evaluation.
• Demonstrates knowledge of basic parliamentary procedures for debating and voting motions.
• Ensures implementation of improvements identified in the board performance evaluation process.
• Ensures ongoing identification and recruiting of potential board candidates.
• Ensures that the right results are being achieved, and that the board is not involved with the specific ways they are being achieved.

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[column 12 layout="standard"] BOARD/MANAGER RELATIONSHIP
Builds a civil, constructive, mutually respectful relationship with the CEO.[/column] 

[column 12] Key Behaviors: Board

• Asks questions and requests information of management to fulfill risk oversight responsibilities.
• Recognizes the roles and responsibilities of board officers.
• Distinguishes between the board's role and that of the CEO.
• Applies appropriate processes and tools for appraisal and compensation management.
• Maintains a "healthy skepticism" of management proposals.

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[column 12] Key Behaviors: Board Chair

• Ensures regular feedback to and evaluation of the CEO.
• Serves as the point of contact for board members on requests for information from management.
• Ensures the creation of a "delegation of authority" policy (job description) for the CEO specifying the board's expectations for what roles have been delegated to the CEO, as well as the cooperative's culture and values.
• Ensures that the board speaks with "one voice" to the CEO.
• Ensures that directors and officers understand their respective roles.
• Acts as a sounding board for the CEO regarding emerging issues, strategies or potential problems.
• Ensures that the CEO performance criteria and compensation are aligned with the strategic plan and key objectives.
• Initiates and oversees the board performance assessment and CEO appraisal processes.

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