Governing body

This section will help you understand the role and structure of a governing body.

What is a governing body?

The governing body of a co-operative can take different forms and names, depending on its legal structure. It may be called the Board of Directors, Management committee, or simply the committee.

Whatever it is called, your co-operative’s governing body will have overall responsibility for the success of the business, and all its members are equally responsible. Your co-operative’s governing document will set the criteria for membership of the governing body.

Collective or committee management?

In smaller co-operative organisations, where all members are also members of the governing body, the strategic decision-making is typically undertaken by meetings of the entire membership. This style of collective management becomes harder as the size of the membership increases. Organisations with more than 12 to 15 members often move towards committee management, where the members elect a smaller governing body and delegate some of their powers to it.

Constituency governance

Multi-stakeholder co-operatives that bring together different interest groups may choose to have “constituencies” or different “classes” of members. Some multi-stakeholder co-operatives have weighted voting or preserved places on the governing body for each class to ensure a balance between the different interests. Others rely upon the mutual aims of the members of the co-operative to ensure all interests are taken into account by the governing body who are elected on a simple one-member one-vote basis across the whole membership, for example, in a leisure trust.

Some co-operatives who organise themselves into departments or teams have chosen to ensure there are representatives of each team or department on their governing body.  This is often referred to as a “hub and spoke” model of governance.

Ex-officio

The governing body may include ex-officio members, whereby an individual is entitled to a position on the governing body by virtue of the position they hold. For example, the members of a community co-operative may want their General Manager to have a place on the governing body.

Independent Directors

Co-operatives can choose to co-opt independent directors onto their governing body where particular expertise or skills are required.  This can help to ensure a balanced board and also to fill skills gaps.

See our further reading and resources section below or move onto the Your co-operative structure section.

Further reading and resources

  • Simply Governance 
  • Our series of in-depth guides set out the statutory and business requirements of chairs, directors and secretaries of co-operatives, covering both the society and company legal forms.
  • If you are in the process of setting up a small co-operative, you may also find the fifth in our handy From Conflict to Co-operation’ guides, ‘Role and responsibilities of the committeehelpful.
Updated: 26/03/2019