Co-op Directors 101: Director Responsibilities

This meeting is being recorded um my name is Courtney burner I'm the executive director at the University of Wisconsin Center for cooperatives and as some of you might know we were planning to hold our regular co-op directors 101 training at the end of April and as I'm sure many of you have experienced our our plans were changed so we are adapting here and decided to offer the training in a slightly different format we'll be doing three webinars over the next three weeks so this Wednesday today and then we'll have webinars next Wednesday and the following Wednesday on different topics that we would have covered in person at that training so it's really a pleasure to be here thank you so much for joining us and I think we're gonna be doing a lot more of this kind of education and training in the months ahead so thanks for being here with us so before we get started I'd like to go through a few housekeeping items so today's webinar will be approximately 20 minutes participant phone lines are muted so if minute I'm sorry 60 minutes what did I say 20 20 minutes sorry about that 60 minutes um and participant phone lines will be muted for the duration of the webinar the format will be a presentation and then they'll be a live question and answer session at the end so if you have questions you can submit them via the chat box over the duration of the webinar so I'll be me and my colleagues will be monitoring the chat box and we will answer those do our best to answer those questions at the end of the presentation we won't be stopping in the middle of it the webinar is being recorded and will be posted to the UW CC website fairly soon after it is completed so as you know we also asked for questions during the registration process so we'll also do our best to answer some of the questions that came in through registration pertain to topics covered in this webinar so I would like to now introduce presenter for the day Kelly Maynard so I've actually known Kelly for many years we lived in Washington DC at the same time before we moved to Madison for graduate school and really got to know Kelly in the context of cooperatives when she was cutting her teeth at a small agricultural cooperative outside of Madison after we both finished grad school so we were lucky enough to get Kelly to join the Center in 2016 where she has been working as a co-op development specialist ever since a lot of her work is connected to farmer cooperatives but she also has worked with many other types of cooperatives and has worked and supported several boards in that work so without further ado I will turn the presentation over to Kelly Thank You Courtney and thank you all for joining today I can't see how many folks have actually joined I know we had upwards of 80 registrations which is really exciting the silver lining of doing things virtually is that people can join from faraway places so thank you for taking the time I do want to acknowledge what a weird time we're in and that the current circumstances may very well have impacted your individual businesses and your cooperatives and we really want to be a resource for you in any way that we can so hopefully the information today is helpful and if your co-op would like some additional help whether it's related to Coba 19 or something else please don't hesitate to reach out to us after the webinar today so this diagram is in some regards it's just a flow of kind of delegation of authority Authority and accountability and a co-op kind of the different pieces in a coop you have your broader you have your broad membership the member owners who elect a board of directors that board of directors does a lot of things that we will talk about today a key piece of that is overseeing management and delegating a lot of operations to management and then there may or may not be additional employees that report to management based on the size of your cooperative and those employees are interacting with members often the most on the day-to-day so um today what we're going to review are the broad responsibilities of the entire board and then we'll discuss some accept broadly accepted standards of conduct for each individual director that shape your behavior as you fulfill those responsibilities so where does the power and authority of the board come from um from a legal standpoint it comes from a state statute so these two bits of text are from the two statutes in this of Wisconsin under which cooperatives incorporate the vast majority of you if you are at Wisconsin cooperatives are incorporated under Chapter 185 chapter 193 is a newer statute although there are some coops that have used it so legally when it when it comes to that the board the co-operative is conducted the business of the cooperative and is conducted by and managed under the direction of the board so the board is a very important body but in addition to that statutory basis of your authority um it's important to remember that you are what we call a fiduciary agent which means that you are ethically bound also to your membership and to the coop to act in both the members and the coops best interests I also I like to reference this publication the circle of responsibilities for co-op boards by James Barda that you can find through the USDA website I'm at that link and he really emphasizes that the ultimate authority of the board comes from the membership the coop is theirs and without their desire to create and perpetuate the coop the board would not exist so members are placing their trust their needs and authority in in the board of directors of their own choosing so that a relationship to membership and that basis of your authority in the membership is really wonderful to remember I do want I forgot to mention this on the previous slide I did include links here to the state statutes as new directors you may or may not be familiar with that with the state statutes um they're long but they're not scary and they're fairly easy to search and have nice tables of contents it can be it can be nice to peruse the sections about the board or sections where if you have questions and they're always accessible online should something come up when you have a question about what you know what is the legal answer to this question you can look in the statute for yourselves so as a board you can delegate tasks the tasks of operations to management to committees but that that responsibility always rests with the board and so as you develop yourself as a director as the board develops if and when you hire staff it's really important to think about having a really strong board that can work with a manager or mass and strong management on an on an equal partnership basis and that they work together as a team and not to forget they're the really important role that the board has in guiding the coop so these are the seven kind of generally recognized responsibilities of all co-op boards and this is regardless of the state that you're in the sector or type of cooperative this is what boards must do to meet their obligations both under law and other guiding sources and you'll notice as we go through them that these responsibilities are really interconnected and support each other and that not fulfilling one will weaken your boards ability to fulfill others representing membership you have you have to remember that you need to be an unbiased voice for all members um you are members of the coop but when you put on your board hat when you walk into the boardroom you are in a fundamentally different role um it's an it's good to think about what is balanced representation of the membership you know that might be based on geography that might be based on scale of some sort there could be other metrics but thinking about how to have have a board makeup that is most likely going to be best able to fully represent the membership and also think about what are the mechanisms by which or the board hears from the membership these can be both formal and informal you know you can do surveys if there's very specific questions you have input you want you can have regular member input portions of Edward meetings you can do informal checking in with members or phone text email or you know call up events or other events but thinking about what are those what are those open lines of communication so that you are hearing from from membership on a regular basis and also that recognizing that you won't be able to meet all member needs all the time right so as a director you have to balance what members want and need with what the coop is able to do for them and you as directors are in a unique position to understand that as being people who are war in untuned with the financial situation another resource situation of the co-operative a huge of what the board does um is establish policy so broadly you know the entire membership would vote on a change to the co-operative bylaws but the board is authorized to vote on and adopt policies on behalf of all of the numbers you want to have start from a very common and defined mission and vision um and again in terms of that remember input peace knowing knowing what the members want in the business um it is also the point of policies is to enable other people to do the work so this if you are a co-op that has a large established co-op that maybe has lots of staff there a lot of the policies allow the day-to-day operations to take place within a framework that the board sets up if you're a smaller or newer cooperative maybe you have only one or a few hired staff or you're working board doing things by committees and even so these policies will guide things that you do there will be policies that are specific to how the board functions and does its jobs there will be policies that touch on all aspects of the business so there'll be policies that touch on the various aspects of the responsibilities that we talked about today policies regarding finance operations Human Resources policies keep a board from revisiting the same discussions and decisions over and over again and they again are a way for the board to keep their eyes on the big picture and for you know a manager group of staff or other in ways that that operations get done to happen on the day-to-day without people always having to check back in there's a note here about policies being flexible right um if you if you there might be policies that you in which you really want to be very rigid but for the most part when it comes to operations it's good to have policies that allow some flexibility and adaptability to situations that you may not have anticipated and when the policy was written so again another very important role of the board is hiring and supervising management if you're a small co-op you may only have one or a few staff excuse me larger co-ops can have dozens or hundreds of staff the board typically hires and directly supervises that top manager it might be a management team lots in the startup phase might not have any staff and so it's a working board and that board may do work by a committee but in the same vein those committees or working groups should be accountable to supervise by and evaluated by the whole board um you'll want to have kind of set out clear expectations for that manager or management team or working group and it's good to conduct evaluations at a minimum on an annual basis you know what were the goals to be achieved where they met you know evaluations can include again input from members things like that it's really important to have open channels of communication with your membership this the board management relationship is really critical to a healthy business so the board is a responsible for acquiring and protecting co-op's assets so this is everything from the members equity and business physical things that you own that the coop owns part of doing fulfilling this responsibility is making sure that there is a robust accounting system in place and that there's good checks and balances in terms of how funds are are used and checking back once things have been communicated like budgets and you need to make wise use of the resources that the co-op has this includes the time the time of the word the time of membership the time of staff larger co-ops will most likely engage in annual audits as a small co-op you can you can certainly do an internal I'm audit not pay for a third party audit but doing a check you know have we have we fulfilled have we kept the accounting system up-to-date and clean are we accounting for everything and this is a place where it is absolutely okay to ask for help the board needs to preserve the co-op's character so there's a couple of pieces of this there's the character of the business being a co-op versus another business type I'll show this side of the seven co-op principles I know a lot of coops that have these up you know in in their office spaces that refer to them on a regular basis make sure that they're in a co-op member and director materials and especially if you have managers and staff making sure that they understand what it means for the business to be a cooperative and not something else they'll up there may be policies that that on this and a piece of this is ongoing education to the membership to directors to staff there's another piece of this that it has to do with the culture of the organization and it is you can examine the way that the business does things and create policies from that if those are things that you kind of you want to be codified I'm in the culture and character of the organization the board needs to assess the co-op's performance this will almost certainly the financial performance so you'll need to be seeing financial statements on a regular basis you know what are the objectives that you've set for a certain time frame maybe it's an annual budget maybe there are certain sales goals or something like that performance also has to do with non-monetary means right what are the members exceeds that have been expressed and how well is the coop meeting them and is the board being effective we have worked our Center has worked with boards to do self-evaluation right how are we doing at the board how are we doing as individual directors in our role it was always good to check in on that the last piece of these responsibilities is to communicate and inform membership and again as with receiving member input this can be both formal and informal mechanisms an informed membership is much more likely to be engaged with and supportive of the operations and projects of the coop and you may get better chances of people of members participating on committees feeling interested in and empowered and prepared to run for the board and then also able to give informed and constructive feedback to the to the board a member that understands the successes of the of the year the challenges at the cop is facing on decisions that are being made and give very relevant feedback and and know what what needs they have that the coop might be in a place to meet versus not mm-hmm I know that we received several questions with the registration in relation to bird board turnover and kind of continuity of knowledge and this is a place where if there's very regular ongoing information in communication with membership if and when some of those members come on to the board they're starting from a place of already having some idea what's been going on they're not starting from nothing and so this you know this responsibilities can serve a lot of different purposes and ultimately lead to a just a much healthier business overall so you know getting back to this fiduciary duty you as a director have to protect the interests of the members and the coop as you're fulfilling all of these responsibilities and when you think about what you're what is expected from you from you as an individual director these are these standards of conduct we call them that are not specific to coops therefore corporate directors generally and they've been developed over years of various judicial decisions and legislative action so the duty of loyalty is really about not representing special interests of either yourself or another group over the membership as a whole another piece of fulfilling that the duty of loyalty is disclosing conflicts of interest conflicts of interest come up all of the time in business and another and other scenarios and the existence of a conflict of interest isn't the problem the problem comes when it's not disclosed hopefully you know established coops may have policies in place around disclosure of pot left conflicts of interest and how a board might proceed if if a director has one that maybe they don't participate in vote or something like that if you are a new co-op this is a place where you should consider developing some policy around what what should happen when the conflicts of interest arise so ways to meet the duty of loyalty we talked about them having policies around conflict of interest around non-compete clauses it's important to know who are going to be the designated spokes people or spokesperson for the board and so that the messages coming from the board are not scattered and you might empower all directors to speak on behalf of the board or the organization but having clarity of message is important there a piece of this is once a wort has has gone through a discussion and made a decision in the minutes you'll record the vote and yeas are nays but what is publicly communicated is the final decision when you're wearing your board hat you'll see this note about an executive session at the end of every board meeting this comes up and a number of slides and this is really just an opportunity to give open space with only the directors around the table so no staff no other members this would be an opportunity where someone might say you know hey I have a conflict of interest right you know I have a concern related to my ability to you know something going on with meeting duty and loyalty and it is a confidential space so we recommend and we'll touch on this at the during the session next week about having this executive session the duty of care so we had a number of questions submitted with registration about the qualifications to be a director you are not expected to be you know a financial or legal expert we tell people that as a director you are presumed to have where you're presumed to have knowledge of the co-op's books and records and you were you're expected to have the degree of skill diligence or reasonable care that an ordinarily prudent person would exercise in a similar circumstance so given that you have access and should be regularly examining you know financial statements other indicators of cooperative performance being aware of the co-op's policies and the bylaws and those are things that to meet the duty of care you need to read you need to pay attention to and if you don't if there are things whether it's in the finances or something else that you don't understand or have questions about you absolutely have the right to rely on legal counsel accountants you know officers employees and committees of the cooperative and other expert advisors so and we'll touch on this direct reliability a little more but you know we can't predict the future so um you won't get into trouble as a director for making just what we call the wrong decision a decision that pan doesn't pan out the way we'd hoped but you can get into trouble for careless uninformed or conflicted decisions this duty of care also goes hand in hand with the questions about director transition right so thinking about sorry I didn't move to the next slide in keeping up with meeting minutes financial documents you know grant and proposals you know loan requests things like that I'm really thinking through that the system that the board has to bring on new directors you know so what when ideally they get some sort of packet of information and at a minimum has you know while articles bylaws policies some financial statement history needs some meeting minutes and you know considering a board mentorship program so um if you're a new director and this is something that you could maybe ask for or propose you know is there is there someone who's been on the board a long time who can be your mentor as you come on both to kind of get you up to speed with the you know things that have been going on the important decisions of the moment and help with that that transition and and continuity and institutional knowledge this is also a place where if there if you're coop has you know gone through has experienced something that you feel is an important part of your hissed and needs to be reflected in how you do business and I would say that it's ripe for a policy so it doesn't just need to live in someone's head you know we experienced the situation and we responded in this way if if that's what you if you want that to be what the coop does in the future regardless of whether you step off the board that would certainly be a place to consider policy lastly as a director to meet your duty of obedience you have to follow the law so this is you know federal state and local laws this is you know keeping a prized of the you know chapter 185 or or 193 or this if you're in another state the state statutes under which you're incorporated and then your your cooperatives articles of incorporation by laws and policies as a director you need to model meeting and abiding by all of these documents there there we had several questions about you know overlap of tasks and responsibilities between between board and staff or 10 members we are doing the room next week when we talk about tools for an effective board will touch a little bit on that but I do want to say that within your board you can absolutely have you know some sort of board responsibilities document that maybe includes a bunch of the you know what we've discussed today you can have you can outline specifically also what the officers are responsible for and then if you have members who are doing supporting the board in some way you know on a committee or something else that we will talk next week about committee charters but there isn't necessarily you know a cut and dry answer for like what the board should do and what a committee or volunteer member remember tear something should do the most important thing is to write it down and be clear and in agreement about who is responsible for what so long as the board is not passing off the response the major responsibilities we discussed today do someone else those legally you can't do that but I can't emphasize enough writing writing things down having a small you know it can be a fairly brief document this is what I'm gonna do this is what I you know at the time lines and which I'll share things with the board and vice versa so we often get questions about director liability um I this quote about the business judgment rule comes from that document I mentioned at the beginning about the circle of responsibilities for co-op boards and so basically if you act in good faith and you're not acting against operative documents and other things if you're not self dealing I think fraud you aren't liable for thing for decisions that end up just being the wrong decision you won't be liable for mistakes honest mistakes if you were exercising your informed and best judgment if things do go wrong so one thing I do want to mention is that there are you know proactive ways a board can minimize the co-op's risk of a lawsuit or other legal action and proper flows of information you know having communicating regularly with membership having that good open relationship and communal zuv communication with management good use of Committees of the board directors training membership training its notion notion of a legal audit is you know something that wouldn't be free but maybe a larger co-op considers every once in a while and that's you know instead of someone looking at your finances which would be a financial audit it would be someone looking at you know what kind of your structural documents policies bylaws making sure all of those are things in line there's this note in the Wisconsin the chapter 185 statute that coops must indemnify a director to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding for all reasonable expenses so basically what this means is we actually have in statute that a co-op if the if the KOA if the director has been acting in good faith wasn't was making their informed decisions with their best judgment that the co-op pays for the costs incurred by a director who is responding to some sort of legal action in their role as a director or not for something that has nothing to do with their co-op also lots of a larger coops have directors and officers insurance this is something we recommend I'm coops look into this is another way to just help offset the expenses that might be incurred by the coop if it is and you know indemnifying our director right so directors and officers insurance what helps to cover that so you know back to the beginning again there's a lot of different types of power and decision mating making that happen in a co-op there here in you know it shows them kind of being delegated in a in a circular manner the membership weighs its interests when I'm electing a board and the word fulfills its roles in providing guidance and policies for management management carry out those policies and potentially you know I our employees based on the size of the your co-op and those employees are doing a lot of the day-to-day in often times interacting the most with members on it on a daily basis um and while that will kind of indicate a flow in one direction the kind of flow of accountability you know goes really in the other direction and I encourage you to remember that as a director thinking about being accountable ultimately to the membership so again you know if you're a director in a new co-op I'm sorry director in an established co-op there's probably a lot of policy that's already in place so you you know could certainly kind of look through it and what are these systems of a delegation and accountability if you're a new co-op this would be a place for or setting up policy this notion of speaking with a unified voice is when you have when you have factions when you have people sending different messages it's when it can lead to problems pretty quickly and remembering you know at the end of the day at the people organization right and so the relation you can write lots of policies but at the end of the day the relationships are really key to especially to withstanding stressful situations so that you don't want to neglect building strong and positive relationships as a director you know never stop learning whether it's you participating in events like today reading looking at resources reaching out to us with questions we are happy to help there and recognizing that this the site notion of eyes out or isin fingers out all of these responsibilities and duties or about you having a big picture of the organization so you could fulfill your role as a director but not necessarily metal and while we were in your director hat in lots of the day-to-day and ultimately that you want the board to be a really strong entity that has equal power and to management or staff who who are you know a lot of in most cases doing a lot of the day-to-day work it can feel like they know more of what's going on and which can lead to them feeling like they have a lot of power but the board in because everything comes back to the board you'll want to make sure that you you have a strong cohesive board that can balance management so that's the end of the formal presentation I want to acknowledge some content that has come from Margaret bow a partner of ours that USDA Rural Development and also this document that I've referred to that I highly recommend that you take and now I think we'll go answering more questions that have come in by chat yeah thanks so much telling that was great so I like help me catch her breath and I will go ahead and answer a couple of the questions that have come in through the Q&A in the chat so one question just write up that someone asked will these slides and will it slides be available after the presentation absolutely both the slides and a recording of this webinar will be available on our website quite soon so look for them there so onto another question how do directors represent all members if there are different outcomes for different members or for different districts it's a really great question and I think it points to one of the the biggest challenges for directors really and so when we say representing all them it means considering all members it means considering the impacts to all members it doesn't mean that all members always get their way or that all members are going to be impacted equally by a decision or pleased with the outcome of a decision and so really one of the hardest jobs as a director is balancing the needs and well-being of members with the needs and the short-term and long-term sustainability of the cooperative and so ultimately as a director your responsibility is to the co-operative to the health as a cooperative and your goal is to consider and really decipher the best possible password for the most members that's gonna make that co-op successful and so that that co-op can continue timi members needs for the long term so it's a great question there's not a cut-and-dried answer I don't know if Kelly you have something you want to add to that or oh I think I think now would only just say there will be as the director you are a member of the coop and the coop is up is is serving you in some way and it can be and so it can be extra important to recognize what what you what might be influencing you in in a decision is that from you as a member wearing your member hat are you wearing your director hat and that even as a as a director you may ultimately end up making a decision on behalf of the coop that isn't the best decision for you personally as a member you were considered what you needed just along as long like the other members but yeah it's hard it's it's wearing a director hat is there's a lot of pulling in different direction mm-hmm so another question that came in I'm would do that another hard one so what can we do if a board member takes business from the coop and defects so I happen to know that this is a food co-op an agricultural quadroon cooperative but this question is coming from so this happened in our coop without any consequences to the bad actors who then left the coop with our best customer so I'm going to assume that there was a member agreement in place so particularly in firmware owned cooperatives the members typically sign an agreement on an often when they join and maybe every year um and that agreement often stipulates the rules around member behavior related to customers of the cooperative so all I really have to say on this is that if you if you didn't have a member agreement in place that discouraged that was bad what I'll call bad behavior were self dealing has Kelly called it earlier I would certainly put together a member agreement and that's something that Kelly can help you with or one of us at the center can help you with um but really you know you can discourage bad behavior with policies and with member agreements you can't totally prevent it people will be people in all their good and bad ways and so um you know how are their policies or things you can put in place that you've learned from this situation that might reduce the chances of it happening again Kelly anything to add on that no I think the coat would Courtney in the intro mentioned the the coop where I cut my teeth and we agonized for a long time over the language in a non-compete agreement and clause in the min a member agreement and then with someone who is going to actually be working as in kind of on helping with sales for the co-op and yeah those non-compete clauses can feel scary. And it's a balance, right? You can't get everything all the time. And so it's you know, you have to give something up in terms of for your rights. Sometimes that's an individual business, if you want the co-op to succeed. And so that was certainly our experience when I worked with that co-op. But ultimately, it served them very well agreeing to this non-compete clause which was good in the end. But it took some good discussion time to get there. Yeah, it's hard, but it's it's something to put in to consider putting in place as soon as you can, as you're getting things going. {Courtney} Alright. Kelly, do you want to go ahead and take, I want to make sure we have time to answer a few of the questions that were submitted with registration. I don't want to take time to answer a couple of those? {Kelly} Yeah, sure. I tried to address a few of them throughout the presentation. There was another one that came in about 'how do you balance open information and confidentiality? And Courtney, I'd be interested in your opinions on this too. I think part of that is a discussion: What has been, what are the desires of members? What do members desire to know? And what kinds of information, really, really should be kept confidential. Right? So there will be, you know, HR decisions decisions around hiring and about you know maybe firing a manager that will have some confidential pieces to them. Otherwise I think it is it is it's kind of up to the cooperative. And how you address this would be very different whether you are a co-op that is just getting going and just kind of setting the culture around this or whether you're a long-term established co-op and you were trying to change something. I think part of it would be if you're an established cooperative, I think this part came this question came from an established cooperative. Hearing for membership, how much do they want? Or what information to they want to have access to on a regular basis? Is there, you know, a critical mass of membership that wants more information than they're getting? So long as it doesn't you know violate certain HR policies or things like that. And, recognizing that if you are a large cooperative, you know, there is the bit there's information that you are privy to as a board, sensitive business information, that you will use that you know that you will use to compete in the marketplace that could potentially be detrimental to the co-op if they got out beyond the you know the bounds of membership. And so, you know, I think that's this you know it's not a cut and dry answer, but thinking about you know what members, you can have people, it's a lot harder to keep a large membership accountable all these things. There's just greater risk that someone might share something. And so is it information that will ultimately, if shared outside of the co-op, come back and be harmful to the co-op. In a new co-op, you can be thinking about from the get go, you know, What is your culture? Do you want to have open book accounting? What is your and it also I think it will be impacted by the size. If you you know if you're going to be probably always a fairly small co-op, worker owner or otherwise, it's be a lot easier to share most everything with everyone. Any thoughts on that? {Courtney} No, I don't think I have anything to add. {Kelly} There was also the question that came in about the directors personal financial liability if a co-op is having trouble paying its bills. You had some thoughts on that I think.{Courtney} Yeah, sure. You know that might be a timely question right now given the current environment, which is as Kelly alluded to earlier, probably challenging for a lot of a lot of your cooperatives. And so the the answer to a board member that question about members personal financial liability if you can't pay your bills depends a bit on them on the member that directors relationship with the co-op. So there are a few different ways that members, you know, are financially entangled with their co-.op. So you, likely when you became a member of your co-op, made an equity contribution. You bought your share in the co-operative. So should the co-operative go out of business, you might lose that money. Maybe you're a member of a grocery cooperative and you made a loan to that cooperative when it was getting started or when it expanded. When Wily Street did their expansion, I bought a member bond. So if the co-op were to ultimately go out of business I might lose that that money. Then there's the issue of, in very small cooperatives, sometimes people, board members, founding members are asked to sign a personal loan guarantee in order to access debt, access financing for that business. That is another case where you might have some personal financial liability but that's not tied to your role as a director. That's tied to, you know, that guarantee. So all that is to say you know what I'm about to say doesn't apply to potential financial obligations to debtors should the cooperative go under. But if, as a director, you have fulfilled your duties of care, loyalty, and obedience that Kelly just explained, if you have done those, then you don't have you know any financial liability personally as a director. You won't get in trouble for a bad decision. You can get in trouble for an uninformed decision, a conflicted decision, a decision where you were being you know dishonest and weren't prepared, or keeping your eye on the ball. Really a cooperative, like any other type of corporation, is if you're organized as a cooperative, a cooperative corporation, you have legal protection. There's legal separation between you and that cooperative. So that's my answer to that question. So you want to add anything Kelly? {Kelly} No. I mean, I think we're hearing I mean I think it you know if you have if the financial picture is bleak, whether it's because of the of the current pandemic, you know, related to that or not. I think it you know the call might really you know need to take a hard look at you know what do we have to liquidate? you know Are we operating, have we been operating in a way,you know is this a blip or are we operating in a way that is just not sustainable over the long term. And that's not that would not be a pleasant conversation to have any thing to consider would be the kind of really hard thing to think about is you know is this is this like yeah a situation that is uncommon? Or is this going to be a recurring thing? And in which case, is the big you know there's got to be a bigger picture strategy to figure out the financial picture. I don't know liquidating. I don't know all the legal things involved in filing for bankruptcy. But you know there that would if the picture was really bleak, I think there'd be some, the board would need to have some of those bigger conversations around why is it that we're not able to pay our bills. There were a couple questions submitted through registration around you know "Are there any responsibilities and that are different or additional responsibilities with COVID-19 as a director? I mean I would say that you know it would this now would be a the time to be exceptionally fulfilling all of these responsibilities, right? Doing everything you can to be kind of on top of what's going on with the financial picture, communicating with membership, both ways you know hearing from them, letting them know what the co-op is doing, how the pandemic is affecting the co-op, what kinds of decisions the board might need to be considering, right? I mean, if the board has to consider something like some sort of pay cut, right? Maybe it's the the farmer pay price or you know a wage cut if it's a worker co-op. If people have been, if people have been kept kind of in the loop about why that would be the consideration and but some of the rationale is going into that consideration, I think there's less likely to be backlash if and when that you know a hard decision has to be made, right, if it's if it's not a total surprise. So yeah, but there are no special additional pandemic responsibilities for you as a director. Just really thinking about how these the ones we discussed today are being met. I have something that I am that's going to add, oh, there there was a question submitted about hiring, in terms of hiring staff and having a committed staff that sticks with you. I think, so a lot of the work that that I do is with with farmers, right and more tends to be with smaller scale farms and something that comes up a lot and is on an individual farm level is you know people will say this isn't trip every farm but you know I I want to be a farm I don't want to be a human resource manager, right? And so just thinking at the individual farm level I've worked on a lot of projects thinking about how farmers effectively manage staff, employees, and we are not HR, is a special set of skills, right? And if you're a small co-op and you have you know one staff person or only a few staff people and the board plays this important HR role in the in its relationship to that manager and so it's a great place to seek out some training. I would just say that the one way you know it's business businesses reputations got out in the world right and so and also people who are who are you know looking for jobs really qualified potentially qualified employees that would hopefully stick with you for a while hopefully are critically looking you know at the at a job description, at what their relationship with would be with their supervisor, which in this case you know as would be a board, if that person would be in a managerial position. And so really just thinking about what is the board culture around that interaction with a manager and you know and which also then sets the tone for that managers interaction with additional staff that they may bring on. A lot of it just has to do with general like workplace culture right and what makes people happy and want to be there and thinking about how you from the beginning I know and indoctrinate, feels like a scary word to use, but educate a manager and staff about the cooperative model, about your co-op's history, about what makes you special and exciting as a business, you know. All of those are little things that can help lead to having a dedicated staff that that sticks around. But seeking out assistance for your role that that you know, HR role that you play that in terms of that oversight responsibilities of management is just no there's no no shame in asking for assistance and fulfilling any of this, right? It's a lot. It's a lot, rests on your shoulders and that's why centers like ours are here, to support you the ways that we can. Are there any other questions that have? {Courtney} We are out of time. Okay, so do you wanna wrap it up? {Kelly} yeah, all right, on that note, this is just, you can find all of this information if you go to our website, also uwcc.wisc.edu and this is the range of co-op development specialists that we have on staff and in kind of their areas of expertise. We've got representation from a lot of different co-op sectors on the call. Absolutely reach out to us with, you know, more specific questions to your co-op and thank you and I'll - Courtney just reminders. {Courtney} Yeah, thank you again for being here. This is the first time we've delivered this content in this format. So thanks for being with us. We are about to close the webinar. You will receive a thank you email shortly and there will be a link to an evaluation. We would really appreciate it if you would complete that evaluation. Again, this is the first time we've delivered content like this in this format, so we're looking for a feedback and how we can improve in the future and what went well. As I've said a couple times the recording and the PowerPoint slides will be available on our website in the next couple days and I hope that you will join us the next two Wednesdays, same time, same place and for the next two webinars in this series. So the next one will be on tools for an effective board and the third webinar in the series is cooperative finance 101. So if you I captured all of your questions in a word doc I've been doing that and so if you didn't get your question answered we would be happy to have a conversation offline with you. I know there are a couple of questions about housing cooperatives that we didn't have time to get to today. So let's connect after the webinar and we can talk about that a little bit more in depth. So thank you again for being here, stay healthy, stay well. I hope that you continue to do okay during these very strange times. Thanks again and enjoy the rest of your day.