BOARD OF DIRECTORS' ROLE

TITLE: Board of Directors

REPORTS TO: Member-Owners of Ukiah Natural Foods Co-op

SUPERVISES: General Manager

GENERAL STATEMENT: The Board of Directors is an elected volunteer body responsible for overseeing the affairs of UNF on behalf of members and the community. The Board's authority extends only to decisions made by a quorum of the Board as a whole; individual Board members have no authority outside of a Board meeting, except as delegated by the Board. Only members in good standing may serve as Directors of this Cooperative.

PRIMARY FUNCTION: To be legally accountable for the actions of UNF. To oversee operations of UNF, and strive for long-range security and viability in planning for the future. To make decisions in the best interests of UNF and its entire membership.

SPECIFIC RESPONSIBILITIES:

  1. Work with management to establish long-term purpose and goals; approve annual and long-term objectives, goals, and performance targets. Monitor progress toward them.
  2. Define the General Manager's responsibilities and goals. Hire and evaluate the GM. Approve the GM's compensation package.
  3. Approve budgets. Exercise due diligence to maintain adequate capitalization and profitable operations. Approve major changes in assets. Monitor indicators and resources.
  4. Set major corporate (non-operations) policies and performance standards. Monitor compliance with policies.
  5. Establish key indicators in membership area, and monitor performance. Maintain two-way communications with members; report to members at least annually. Approve member benefits that offer a balance between value to members and fiscal viability for UNF.
  6. Contribute to a positive public image for UNF. Represent UNF's interests, as needed and feasible, in the business community and in legal actions.
  7. Make sure that UNF adheres to all relevant laws, including its Articles of Incorporation and By-laws. Prepare and approve By-law changes as needed.
  8. Work to perpetuate a strong Board through recruitment, contested elections, training, and on-going professional development. Appoint Board Directors to fill vacancies.
  9. Set up Board committees and maintain efficient, effective Board operations/systems.
  10. Authorize other items as required, e.g. banking arrangements, employee benefits plans, insurance coverage, etc.
  11. Perform all other responsibilities of a Director.