Healthy, co-operative governance is at the root of all successful startups; weak, un-co-operative governance is at the root of all closed ones. So what the heck does healthy co-operative governance look like in a startup co-op? How do we assess our current governing and identify where to apply our efforts to improve? Jacqueline Hannah (Food Co-op Initiative) and Bonnie Hudspeth (Neighboring Food Co-op Association) shared this presentation at NFCA's 2019 Northeast Startup Co-op Day, sharing key measures, ways to assess Board governance, and tools for moving forward.

1. ROCKET
FUEL
Building your co-op’s
governance power!
Original content created and
presented by Jacqueline Hannah
Assistant Director at Food Co-op Initiative
Co-presented by Bonnie Hudspeth
Co-operative Development,
Neighboring Food Co-op Association
Presented at the NFCA 2019 Startup Day, 5/18
2:15p

2. A bit about the
ASSUMPTIONS
baked into this session:
1st: Addressing the board of
a developing cooperative
2nd: Policy Governance
model in use

3. Two ways to fuel the
ROCKET
of board functioning:
Building
board muscle
Delegation
Pro tip: they have to happen in this order. Delegation
will backfire if the board does not understand it’s role,
hold itself accountable, have policies, and function
well as one body.

4. Building board
MUSCLE
i.e. board functioning:
Let’s start with some quick review!

5. The GOVERNANCE area of work:
OVERSIGHT -
Legal/Financial/Staff
VISION -
STRATEGIC DIRECTION -
OWNER VOICE -
BOARD DEVELOPMENT -
POLICY -
Quick governance
REVIEW

6. GOVERNANCE
Startup board
areas of
RESPONSIBILITY

7. Reviewing the
development
STAGES
Stage 1: organizing
Decision point: incorporated, reached stage 1 ownership goal
Does this community truly want the co-op we’ve proposed?
Stage 2a: feasibility
Decision point: financial, and capacity feasibility have been proven
Board votes that business feasibility has been proven
Stage 2b: planning
Stage 3a: pre-construction
Stage 3b: construction
Decision point: site with contingencies secured, feasibility of site tested
Board votes site is feasible, move forward with securing funding
Decision point: POINT OF NO RETURN; construction begins
All terms of funding met to begin construction, board votes

8. GOVERNANCE
is a muscle, it powers all other
areas of work for a startup

9. GOVERNANCE
is a muscle, it must be worked
and improved consistently
So, where do we start on improving?

10. Rate
your
board:
Getting a feel
for where
you’ve got
work to do.
1
10
2:30-3p

11. Rate.
Identify.
Assign.
How to take this
home and use
it.
RATE:
Put it on the board agenda, do the
activity as a full board to create
unified understanding and buy in.
IDENTIFY:
At the end of the exercise, identify
both where work is most needed
and low hanging fruit.
ASSIGN:
Who will be in charge of moving this
work forward? They will prioritize
and keep the board accountable.

12. Co-op leadership
is DIRECT
or
building an
effective board is
not for cowards
Consistent Accountability
• Chair check-ins
• Action items
captured in notes,
reviewed every
meeting
• Board code of
conduct, reviewed
and affirmed by vote
after each election

13. The BIGGEST
board stumbling
block of all is . . . ?
We can’t afford to hold
board members
accountable!.

14. What we truly cannot afford are
weak, dysfunctional boards that
have not built their knowledge, their
nerve, and their ability to function as
a team on behalf of their owners.
Final thought:
3:10p

15. Use your fuel wisely:
DELEGATE!
(it is a muscle too)
3:10-3:30

17. Delegation
To empower others to accomplish on behalf
of the co-op through:
• Setting clear areas of responsibility
• Creating shared expectations
• Refraining from micro-managing
• Providing meaningful oversight and accountability

18. Who’s carrying the
load through the
STAGES
Stage 1: organizing
Founders -> Steering Committee -> Appointed Board
Stage 2a: feasibility
Elected Board, Board Officers
Also: board chartered committees, consultants, staff?
Stage 2b: planning
Stage 3a: pre-construction
Stage 3b: construction
Elected Board, Board officers
Committees, STAFF, consultants
Elected Board, Board officers, General Manager
Committees, other staff?, consultants?

19. Identify what to delegate.
1. Look at your work plan for the next year for
developing your co-op (you have one, right?)
2. Where is your board strong?
3. Where do you lack the expertise to execute?
4. Where do you lack capacity to execute?
Step 1:

20. Don’t just start throwing pie
around, tempting as it may be!
• Reactive delegation is far less effective
• Just because someone offers, doesn’t
mean you need to act right now

21. Identify who to delegate to.
1. Board-Only Committee
2. Committee
3. Task Team (ad hoc committee)
4. Staff
5. Consultants
Step 2:

22. Create your delegation loop.
1. Responsibilities – charter, job description
2. Assign – tasks, current expectations
3. Resource – budget, training, tools
4. Reporting – how often, on what, give an
example
Step 3:

23. Pro Forma Financial
Modeling:Example:
Board creates Finance Committee, assigns developing
the Pro Forma to prove financial feasibility to
committee.
Finance Committee delegates creation of the Pro
Forma model to industry Expert.
Finance Committee studies the Pro Forma, works
with Expert to come up with a viable way forward.
Finance Committee brings version of Pro Forma to
board, trains them on what it means, makes
recommendations.
Board approves Pro Forma or does not and asks the
Finance Committee for more options/changes.

24. Ownership Growth:
Example: Board hires Outreach Manager, assigns events,
volunteer management communications, messaging,
and ownership growth to the position.
The Outreach Manager creates an Communications
Committee that they delegate social media and the
monthly newsletter to.
The Outreach Manager creates an ownership
growth plan, giving the Communications Committee
specific messages and communications tasks to
support the ownership growth plan.
The Outreach Manager reports to the Board on
their planning and progress monthly.

25. Delegation is a risk.
So is not delegating.

26. Delegation empowers and strengthens your whole co-op.
Abdication weakens your board and your co-op.

27. 1. Identify what to
delegate.
STEP
REVIEW:
2. Identify who to
delegate to.
3. Create your
delegation loop.

28. ACTIVITY! Team 1: Identify board
functioning issues, build
a plan.
Team 2: Review the
year’s work, build a
delegation plan.
Get ready to be
3:30p

29. ACTIVITY: Team 1: Perform the
board assessment,
identify “hot spots”.
Team 2: Review their
year’s work and
strengths, identify
“weak points”.
Sleuth!
Sleuth 3:35-3:50p
Summarize 3:50-3:55p

30. ACTIVITY:
Team 2: Share your
assessment of the
board’s delegation
“weak points”.
Team Readouts!
Team 1: Share an
assessment of the
board’s functioning.
3:55-4p
Each group 2.5 min

31. ACTIVITY:
Team 2: Build your
recommendations:
what should they
delegate, to who
Build the plan.
Team 1: Prioritize what
to address, timeline it,
who will they assign it
to.
Plan 4-4:13
Summarize 4:13-4:16

32. ACTIVITY:
Team 2: read outFINAL readout!
Team 1: read out
4:18 – 4:25
Each group gets 3 min

33. Green Harvest Food Co-op
Incorporated in 2015
Stage 2A development
419 owners
Jayla Leader Chair for 4 months On board 1 year; very organized, likes policy, read
to make things more accountable
Amy Founder Founder, Vice Chair Very outgoing, charismatic, a little controlling, lots
of capacity; chair from 2014-2019
Eric Numbers Treasurer On board 4 years, very busy, mostly gets things
done; great at finance
Noah Notes Secretary Does great job, volunteer tables a lot, a workhorse,
doesn’t like to be the decision maker
Tammi Talker Lots of opinions and promises, gets little done
Sarah Smooth Well connected, but doesn’t show up to all
meetings much less do anything else
Leif Field Out of left field , random ideas, enthusiastic but
takes things off track if allowed; capacity
Vacant
vacant
6000 sq ft store
First year sales: $2.2 million
USDA rural
College town, pop. 19,000

34. Green Harvest Food Co-op
Committees
Outreach 4 people; Amy chairs Does tabling and events; 3 core volunteers
who do a lot; fairly functional
Finance Eric (treasurer), volunteer
bookkeeper
Doesn’t really meet right now
Board Development Amy, Tammi Taken trainings, runs elections last minute,
doesn’t do much else
Product Leif, one farmer, one owner Meets pretty often in winter, sporadic
otherwise, Leif’s “baby”

35. Green Harvest Food Co-op
12 month work plan (June 2019 –May 2020)
Pro Forma Complete, voted on in 6 mon
(Dec)
Market study done, have not started proforma
Owner capital campaign planning Start January 2020 To be ready to launch in fall 2020 if a site is
announced
Business Plan Complete by Feb 2020
Building lender relationships,
research grants
Start fall 2019
Site Selection Form committee within 3 months Goal: ready with site by 750 owners, Sept 2020
Ownership Growth Get to 650 owners by May 2020 419 owners now, slow growth for last year; will do
final push to 750 summer 2020
Owner Visioning Fall 2019 Need to do an owner input process on the
vision/mission, update
Create Board Policies By end of 2019 Not started, have read CDS-CC template
GM Hiring Form committee by spring 2020 Develop process, investigate support services
Volunteers Need to build volunteer base, coordinate better

36. Green Harvest Food Co-op
Resources
• Have spent almost no equity so far, $60,000 in bank; are
prepared to spend half now through site announcement
• Have a $5000 grant from their city to pay for staffing,
support that they have not decided how to use yet