What is required of a Board Member?
Board Member have a duty:
- Of care and diligence
- Not to improperly use their position or information
- Not to trade while insolvent
- Of good faith
- To disclose conflicts of interest
A Director's obligations
As a board member, you will control the cooperative business. The coop's by-law will set out the powers and functions of the board member.
A board member has a common law right to inspect documents of the cooperative, if required, in order to assess the coop's performance.
A board member must:
- be fully up to date on what the coop is doing
- find out for himself or herself how any proposed action will affect the coop's business performance, especially if it involves a substantial amount of the coop's money
- obtain outside professional advice when required to make an informed decision
- ask questions to managers and staff through the chair at board members meeting about how the coop is going
- Take an active part in the board's meetings.
Remember, only be a board member if you are willing to put in the effort.
Contact person or secretary
Micro, Small and medium size coops have a contact person. Large coops should have a secretary.
You can contact ORCBDS for information on your coop current contact person or secretary details held by this office.
If your coop has recently appointed or changed your contact person or secretary please let the officers under ORCBDS aware of this changes.
Well-managed disputes can strengthen your coop and improve member and community confidence. Unfortunately when disputes are handled poorly they can significantly affect a cooperative, its members and everyday business.
ORCBDS dispute resolution service can help you sort it out. ORCBDS has staff who have expertise in good governance and dispute management.
ORCBDS works with disputing parties to design a dispute response which is most suited to the coop's needs.
Ways we can help manage disputes by providing:
- An advisory opinion—a formal letter giving an opinion about the situation in dispute
- Advice—by telephone, face-to-face or email to try to quickly fix issues that are not too complex
- Conferencing—facilitated informal meetings of parties involved in the dispute
ORCBDS staff—to attend coops meetings as observers, to present information or provide advice.
Closing a Cooperative Society
When a cooperative is closed, it is deregistered on the Register of cooperatives and has no legal status. When and why it is closed depends on many things but closures usually occur because the members decide to end the cooperative business operation. ORCBDS needs to be involved in this process.
Closing a cooperative business registered with ORCBDS
- Closing a coop means the name of the coop is struck off from the Register of cooperative and effective from this date the coop has no legal status. The process to close a coop initiated by members is called voluntary winding up. (Note: a coop can be closed by other methods—refer to deregistration and winding up.)
- Voluntary winding up is suitable when a coop is solvent (the coop has sufficient assets to pay all its liabilities) but the existence of the coop is no longer required.
- If the coop is not subject to any other legal proceedings or any regulatory action by the Registrar, the members must pass a special resolution; that is, a resolution requiring a 75 per cent majority of eligible voters who vote at a meeting.
- The contact person or secretary of the coop will have to fill in a form notifying the Registrar that the coop has passed a resolution for voluntary winding up.