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Co-operatives and elections

Alternatives to board elections

Other forms of 'election'

Smaller co-operatives

Some co-operatives, particularly worker or smaller housing co-operatives, operate a collective structure, which does not require formal elections to a separate board in the way this guidance describes.

Other co-operatives have adopted sociocratic models – and there is separate guidance for this model.

Larger co-operatives

Some other larger co-operatives have recognised that in legal terms, there is a tension between the legal responsibilities of board membership (duties which are owed to the co-operative itself), and accountability to the membership.

This topic is outside the scope of this guidance, but here we should just note that being a co-operative board member is not a 'representative' role in the same way as an MP or a councillor is a representative of their constituents. Even if a board member has been elected by a particular group of the members (a particular neighbourhood in a community co-operative, for example) their formal legal obligations are not to represent or advocate for that group, but to use their skills and abilities to benefit the whole of the membership, in the long term.

'Two tier' structures

There can also be tensions, as we have noted previously, between the commitment to democracy and ensuring the board has the right skills available.

Some co-operatives have developed structures that recognise these tensions and separate out the roles involved to different bodies. A typical 'two tier' structure might function as follows, in terms of accountability:

Governance and elections process

In this structure, the members elect the Representative Group, which is explicitly accountable back to them, and has the responsibility to represent their interests.

That Representative Group then appoints (and can remove) the non-Executive part of the board, usually against an agreed set of skills requirements.

The non-Executive directors appoint the key Executive directors, and the board runs the business.

The board reports back on a regular basis to the Representative Group, which in turn reports to members.

Employee councils

A similar approach has seen the development of employee councils, in the context of larger worker co-operatives, or employee-owned businesses that adopt a co-operative structure.

In such a co-operative, the elections cycle would be for elections to the Representative Group. It will be particularly important that everyone involved is very clear on the role of that Group; it is not “another board”, nor just a talking shop.

It should be involved in approving the strategy for the co-operative, in representing the members, and in supporting the board where required. The constitution of the co-operative should make the respective roles of the Representative Group and the board very clear, so that there is no misunderstanding.

This type of structure, though not common, has been adopted by a number of co-operatives and builds on learning from other sectors (including the NHS). It needs careful thought and professional advice, but it is increasingly recognised as a viable governance alternative to traditional direct elections to the board.


About this guidance

This guidance is produced by Anthony Collins Solicitors LLP for the Co-operative Governance Expert Reference Panel. It is intended as general guidance only, and co-operatives intending to rely on it should consider taking specific advice before taking any action.

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