This document discusses the roles and responsibilities of cooperative boards of directors and general managers. It outlines the key functions of boards, which include developing strategic plans, hiring managers, establishing policies, and overseeing operations. General managers are responsible for implementing board decisions, managing day-to-day operations, reporting to the board, and advising the board. A smooth relationship between the board and general manager is important, with clear understanding and respect of each other's roles and authority.

1. RODELIO B. ANTOLIN
DISCUSSANT
DR. JO BITONIO
PROFESSOR

4. The Leader’s Role in A
Strategy
1
• Developing a Strategic Vision and
Mission
2
• Setting Goals and Objectives
• Crafting a Strategy
3
• Executing the Strategy
• Evaluating Performance

5. 
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According to FORBES
www.forbes.com
(September 23, 2013)
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Honesty
Ability to delegate
Communication
Sense of humor
Confidence
Commitment
Positive Attitude
Creativity
Intuition
Ability to Inspire

6. NAVIGATOR – Clearly and
quickly works through the
complexity of key issues,
problems and opportunities to
affect actions ( e.g. leverage
opportunities and resolve issues).
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 STRATEGIST - Develops a longrange course of action or set of goals
to align with the organization’s
vision.

7. 
ENTREPRENEUR – Identifies
and exploits opportunities for
new products, services, and
markets.

MOBILIZER –
Proactively builds
and aligns
stakeholders,
capabilities, and
resources for getting
things done quickly
and achieving
complex objectives.

8. 
ENTREPRENEUR –
Identifies and
exploits
opportunities for
new products,
services, and
markets.
MOBILIZER – Proactively builds and aligns
stakeholders, capabilities, and resources for
getting things done quickly and achieving
complex objectives.

9. TALENT ADVOCATE – Attracts,
develops, and retains talent to
ensure that people with the right
skills and motivations to meet
business needs are in the right place
at the right time.
CAPTIVATOR – Builds passion
and commitment toward a
common goal.
GLOBAL THINKER – Integrates
information from all sources to
develop a well-informed, diverse
perspective that can be used to
optimize organizational performing

10. CHANGE DRIVER –
Creates an environment that
embraces change; makes
change happen-even if the
change is radical-and helps
others to accept new ideas.

ENTERPRISE GUARDIAN
– Ensures shareholder
value through courageous
decision-making that
supports enterprise-or
unit-wide interests.
(White Paper by Loren Appelbaum)

11. 
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Improve their ability to deliver
better business results by
applying the nine leadership
roles in the workplace
Bridge the gap from operational
to strategic leadership
Minimize derailers that can
impede their success as a senior
leader
Establish peer networks across
organizations and functions.

12. Section 1. General Powers
The board of Directors shall be responsible for
the strategic planning, direction-setting and
policy-formulated activities of the cooperatives.
Provided further that any members of the board
shall not hold any other position directly
involved in the day-to-day operation and
management of the Cooperative.

13. 
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The members of the Board shall be composed
of eight (8) members elected by districts
through secret balloting, which shall be held in
accordance with the Cooperative Election
Guidelines.
The term of office of the Members of the Board
of Directors shall begin at 12 noon of the 30th
day of June, unless otherwise, provided in the
Election Guidelines.

14. The term of office of a regularly elected
member of Directors shall be three (3) years
unless removed for cause, resigned,
disqualified or become incapacitated due to
illness, insanity or death; or extension of term
by reason of postponed regular election.
Regular election maybe postponed only in
cases of force majeure or upon lawful order
of a competent court.

15. 
A member of the Board who is
elected in a special election or in a
postponed regular election, shall
take his/her oath of office
immediately after proclamation and
shall serve the unexpired portion of
his/her official oath.

16. No member shall be elected or to continue as such
member of the Board of Directors unless he is a
member entitled to vote and has the following
qualifications:
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Has paid in full the subscribed share capital;
Have continuously patronized the cooperative services;
A member in good standing for the last two years;
Completed or willingness to complete the required
education and training as may be provided by law,
rules and regulations and policy approved by the
general assembly;
Other qualifications prescribed in the IRR of the
Authority and in the election guidelines.

17. 
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Any member who is under any of the following
circumstances shall be disqualified to be elected as
a member of the Board of Directors, or to continue
as such:
Holding any elective position in the government,
except that of a party list representative;
The members of the Board shall not hold any other
position directly involved in the day-to-day
operation and management of the Cooperative;
Having direct or indirect personal interest with the
business of the Cooperative;

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Having been absent for in three (3) consecutive
regular meetings or in more than fifty percent
(50%) of all regular meetings within the twelve (12)
month period unless with valid excuse as
approved by the board of directors;
Being an official or employee of Cooperative
Development Authority;
Having beer convicted in administrative
proceedings or civil/criminal suits involving
financial and/or property accountability;
Having been disqualified by law; and
Other disqualifications prescribed in the election
guidelines.

19. 
A meeting of the board shall be held
within ten (10) days after all
members shall have taken their oath
of office to elect from among
themselves the chairperson and vicechairperson, and elect or appoint
other officers from outside of the
Board.

20. 
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All officers shall serve during good behaviour and shall
not be removed except foe cause after due hearing. Loss
of confidence shall not be a valid ground for removal
unless evidence by acts or omission causing loss of
confidence in the honesty and integrity of such officer.
No two or more persons with relationships up to the third
civil degree of consanguinity or affinity nor shall any
person engaged in a business similar to that of the
Cooperative nor who in any way has conflict of interest
with the Cooperative shall serve as an appointive officer
in the same Board. He/she must have the time and
willingness to serve the Cooperative.
Election of Chairmanship and Vice-Chairmanship of the
Board shall be held every year.

21. 
The regular board meetings shall be held twice
a month in order to transact their business. The
Secretary shall ensure that notice of meeting is
received by every member three (3) days before
the intended meeting, either by personal
service, registered mail, or electronic
communication. The notice of meeting shall
include the time, place, date, and necessary
documents on matters to be taken up.

22. 
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Special board meeting may be called by the
Chairman or in his absence, by the ViceChairman, or by a majority of the directors
when necessary
Directors cannot attend or vote by proxy at
Board meetings
The Presiding Officer may not vote, except in
any case but to break a tie

23. 
Majority of the members of the Board of
Directors present in a regular or special
meeting shall constitute a quorum to
validly transact business. The act of
majority of the Board present at a
meeting at which a quorum is present
shall be the act of the Board.

24. 
Any vacancy occurring in the Board of
Directors by reason of death, illness, incapacity,
disqualification, removal, resignation and other
similar causes, may be filled-up by a majority
of vote of the remaining directors, if still
constituting a quorum , otherwise such
vacancy shall be filled up by the general
assembly in a regular or special meeting called
for the purpose. The elected director shall
serve only for the unexpired term of his/her
predecessor in office.

25. 
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The member of the Board of Directors shall not
receive any salary for their services as such,
except for reasonable per diems and
allowances
The members of the Board of Directors
carrying out Cooperative business authorized
by the Board may reimburse for expenses
incurred, subject to existing policies or
guidelines, rules and regulations of the
Cooperative and other laws, rules and
regulations issued by concerned Authority or
agency.

26. 
Directors and officers who wilfully and
knowingly vote for or assent to patently
unlawful acts, or who are guilty of gross
negligence or bad faith in directing the affairs
of the Cooperative or acquire any personal or
pecuniary interest in conflict with their duties
as such committee members shall be liable
jointly and severally for all damages or profits
resulting there from to the prejudice of the
Cooperative, members and other persons.

27. 
When a director or officer attempts to
acquire or acquires, in violation of his duty,
any interest or equity adverse to the
Cooperative in respect to any matter which
has been reposed in him in confidence, he
shall as a trustee for the Cooperative, be
liable for the damages and shall be
accountable for double the profits which
otherwise would have accrued to the
Cooperative subject to the due process of
law.

28. 
A director who, by virtue of his office,
acquires for himself an opportunity which
would belong to the cooperative shall be
liable for damages and must account for
double the profit that otherwise would have
accrued to the Cooperative by refunding the
same, unless his act has been ratified by a
three-fourth (3/4) vote of all the members
with voting rights, present and constituting
a quorum. This provision shall be
applicable, notwithstanding the fact that the
director used his own funds in the venture.

29. 
A director or officer, or an Associate of a
director or officer, who, for his benefit or
advantage or that of an associate, makes
use of confidential information that, if
generally known, might reasonably be
expected to adversely affect the
operation and viability of the
cooperative, shall be held:

30. 
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Liable to compensate the cooperative for the
direct losses suffered by the cooperative as a
result of the illegal use of information; and
Accountable to the cooperative for the direct
benefit or advantage received or yet to be
received by him or his associate as a result of
the transaction
The cooperative shall take the necessary steps
to enforce the liabilities in subsection

31. 
Any member of the Board of Directors
may be removed from of office for a
cause by a vote of three-fourths (3/4) of
the members in their respective districts
entitled to vote, present and constituting
a quorum, in a regular or special
assembly meeting called for the purpose,
after being given the authority to be
heard at the said meeting,

32. 
Any officer elected/appointed by the
Board, may also be removed from office
for a cause by a vote of three-fourths
(3/4) of the Board, reason shall be
officially recorded on the minutes. It
shall be understood that such removal
from office shall not mean removal of his
membership in the Cooperative.

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Felt need
Enlighten membership
Responsible and knowledgeable
Competent manager
Board – Manager relationship

34. 
Smooth and balanced relationship between the
Board and General Manager is a very important
factor essential for proper functioning and sustained
progress in business operations. Even well
established cooperatives were ruined or their
progress suffered when this relationship came under
strain or got estranged.

35. There should be clear and understanding of and
respect for each other role, functions and authority.
The following are some of the important roles and
functions of the Board of Directors in a Coop.
1. to define the objectives of the coop.
2. to et out goals, strategy, work plans
Short-term planning
Long- term planning
3. to hire a General Manager to run the operations
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36. 4. to establish operational policies
5. to mobilize and arrange funds and to
regulate and lay down policies for use of
funds.
6. to supervise and monitor operations and to
review performance
7. To keep members well-uniformed
8. relationship with other coop and sister
organizations
9. to maintain good relations in the community
and with general public

37. 1. To manage business operations
2. To implement Board policies and
decisions
3. Reporting of progress to the Board
4. To look after assets or properties of the
coop
5. Maintenance of books of accounts and
records
6. Recruit of staff
7. Training of employees
8. To act as an adviser to the Board

38. 1. He must show due respect the elected
representatives and spokesmen of the
membership.
2. He must always remember that he is an
employee of the coop.
3. He must accept without any mental
reservation, the righteousness of the
cooperative system and significance of
democratic management.

39. 4. He has a right to be heard but the final decision is
with the Board of Directors. Once a decision is
made, he must implement it sincerely .
5. He should make full, frank and frequent reports to
the Board about achievement progress and problems.
6. He must accept full
responsibility for entire
business operations of
the cooperative.

40. 7. He should delegate his authority, train and instruct
his staff, property, extend fair and equal treatment to all
employees; cultivate good team-spirit and give them
inspiring leadership.
8. His relationship with the
Chairperson of the Board
should be open and businesslike.

41. 9.
He should not develop a sense of
acquisition of or deep personal attachment
with the cooperative.
10. He must never take interest or involve
himself in election of board members. He
must keep himself aloof from functions or
groupings in the Board of Directors.

42. Smooth and balanced
relationship between the
Board and General Manager
is a very important factor
essential for proper
functioning and sustained
progress in business
operations. Even well
established cooperatives
were ruined or their
progress suffered when this
relationship came under
strain or got estranged.

43. “A true Leader has the confidence to stand alone, the
courage to make tough decisions, and the compassion
to listen to the needs of others. He does not set out to
be a leader, but becomes one by the equality of his
actions and the integrity of his intent”
~Douglas MacArthur~