Co op Directors 101 Webinar: Tools for an Effective Board

Kelly Maynard Okay I think we're going to get started. My name is. Welcome. Thank you everyone for joining today. And I think we have a lot of repeat registrants. So this is the second webinar in a three-part series in our cooperative directors 101 training series. This is typically a training that we do in person in one day but obviously we have shifted that format because of coronavirus. We have registrants I think actually from more than one country and all over the U.S. So that's very exciting because we usually host this in Wisconsin. We don't usually get quite as big a draw. My name is Kelly Maynard. I'm the cooperative development specialist at the Center for Cooperatives and today but today we're going to have a different presenter. First I'll go through some housekeeping items. So like last week the webinar will run for an hour. All of your participant phone lines are muted. There'll be a presentation and that will be followed by a live answer session. During the presentation you can submit questions in the question box which you can find on the right side of your screen. It's also by the chat box or part of the chat box. We've also compiled the questions that you submitted with registration so that we can address some of those. The webinar is being recorded and it will be posted to our website within a few days after today. So allow me to introduce the presenter. Today our executive director at the Center for Co-ops Courtney Berner will be presenting on tools for an effective board. Courtney has been with the Center since 2011. She started as a co-op development specialist and then assumed the director role in January of 2018. She's done a tremendous amount of work in that almost decade, now doing co-op related education, research, training in Wisconsin and her work has been with folks all over the country even while based in Wisconsin. So Courtney I'll let you take it away. Courtney Berner: Great. Thank you so much for the introduction Kelly. And when you say it the word decade that you might have if you guys could see my face looks like oh wow, a decade! It's been a long time! So, I'm really happy to be here. I definitely prefer doing these kinds of trainings in person. I think governance, in particular, is a topic that lends itself to in-person dialogue and conversation. But it really still is a pleasure to be speaking with you here today and what Kelly said there are people joining from all over which is really fun for me. I hail from the Pacific Northwest and I saw someone from Oregon and someone from Washington State. So it's fun to be reaching different audiences with this content. So, let's go ahead and get started. I'm going to cover five main topics today and those five topics are: core board documents, meeting strategies and practices, meeting roles, committees, and ground rules. So there are a lot of different things we could talk about related to improving board effectiveness. So these are the ones that we've decided to cover today. Again, I'll just remind you this is part of it directors 101 training. So we are you know doing a high level treatment of some of these topics and are always welcome you're always welcome to contact us with questions to have deeper conversations. So let's start with core board documents. Whether you're a seasoned director or were just elected to your first cooperative board, it is important to understand the set of documents that shape the structure of your cooperative, explain how authority is distributed, and document key policies, procedures, and decisions. All of the documents I'm going to discuss today should align with the cooperative statutes in your state. Cooperative incorporation statutes can vary quite significantly by state. In Wisconsin, we have two cooperative statutes: Chapter 185 and Chapter 193. If you're not familiar with the cooperative statutes in your state, I suggest taking a look at our National Cooperative Resource Ecosystem map. We just released it a few weeks ago and you can easily find it on the UW Center for Cooperatives website. The map includes pretty comprehensive information on the cooperative statutes in each state. So it's a great resource. So let's start at the top of this with upside-down pyramid with Articles of Incorporation. The Articles of Incorporation define core attributes of a cooperative such as its name, period of existence. The articles may also include details related to cooperative stock and the number of membership classes and directors on the board. Articles are filed with the state when a new cooperative is established and in Wisconsin any amendments to the Articles must be approved by the members and filed with the state. I believe this is true under most cooperative state statutes. So it's a little cumbersome to change the Articles. They really only deal with a couple of sort of top-line issues related to the co-op structure Next on the list is bylaws. Bylaws further define a cooperative governance structure and the rights of numbers. Bylaws generally include provisions related to member eligibility, the size and structure of the board of directors, rules related to both board meetings and member meetings, and the allocation of net income, among other things. While changes to the Articles of Incorporation must be approved by members, cooperatives differ in terms of who has authority to change the bylaws. In some cooperatives, member approval is required. And others, the board of directors has the authority to change the bylaws without a vote of their membership. Regardless of how your cooperative is set up in terms of who has authority, it is good practice to review your cooperative's bylaws every few years to ensure they're still relevant and appropriate to your business. Bylaws are considered a legal document. However, they do not need to be filed with the state. Next is policies. A policy is a set of ideas or plans that is used as a guide for making decisions. So policies guide day to day actions and strategies while still allowing for flexibility. The key word for policies is guiding. In a cooperative there are generally three types of policies that we think about. So there are board policies, there are board management policies, and there are operational policies. And while there may be outliers, certainly most policies within a cooperative fall into one of these three buckets. Board policies tend to supplement the bylaws and provide more specific guidance on board practices and decision making. They are written, approved, and amended by the board. A board might have policies related to meeting attendance, for compensation or officer elections. Those are just some examples. The board also creates a second type of policy that I refer to here as board management policies. These policies provide guidance to management and may establish performance expectations and limitations on authority for that manager. An example of a board management policy might be a policy that requires a general manager to have a written succession plan in the case that something happens to them. Another common policy of this type is a limit on what the general manager can spend without board approval. Lastly, operational policies guide staff in the operation of the cooperative. These policies are typically established by managers within the cooperative. Though in worker and housing cooperatives, these types of policies may be established by the board with input from employees or residents depending on the type of cooperative. So next is procedures. Policies typically exist to guide decision making but procedures have a narrower focus. They describe step by step what actions to take in specific instances. Procedures have a beginning and an end and should be strictly followed to achieve the desired outcome. An example of a procedure might be step by step instructions for how your cooperative carries out annual elections. Similar to policies, procedures will apply to different groups and processes within an organization. When it comes to creating, updating, and implementing your policies and procedures, there are some key differences: policies tend to be broad in general and change infrequently. Whereas, procedures offer a detailed description of activities and are likely to continuously change and improve as needed. The lines between policies and procedures can be fine though. While the two sets of documents are distinct, I want to acknowledge the gray area here. Many policies are broad in general but policies can also be detailed and specific. So I like to say that when crafting or reviewing policies board members should just consider the importance of the issue at hand and how prescriptive they wish to be. Broad policies leave room for interpretation and require the use of judgment and initiative. Whereas specific policies spell out the desired action in more concrete terms. So second to last we have job descriptions and charters. We may not typically think of job descriptions and committee charters as core board documents. However, they do play an important role in defining the roles responsibilities and authority of management, board, officers, and committees. I think it's important that well-written job descriptions exist for both the general manager or CEO and for board members. They really are a good accountability tool for everyone that's participating in decision-making for the for that cooperative. Committee charters outline the scope of work and authority for committees. I'll talk a bit more about charters later in the webinar during the section on committees. Lastly I'd like to mention that we consider meeting agendas and minutes core board documents as well. While they're not, you know, something you file with a state, they can be legal documents as well. So most board activity takes place in board meetings, so meeting agendas and minutes serve as the official records of board business and should be drafted, created, maintained with care. Meeting minutes should not be a he-said, she-said, they said of the meeting. It's not a script. They should include the date, time, and location of the meeting, the names of the attendees, decisions that were made, and action items. I will dive more deeply into meeting agendas in the next sections. I'll save that. All right, well, thanks for sticking with me through that long list. I realize that talking about governance documents is maybe not the most compelling content but I do think it's critical information because being an effective director requires you understand and are able to navigate your cooperative governance system. This list of core documents can serve as a bit of a roadmap if you are trying to find answers to questions you may have about the structure of your co-op or how decisions are made, especially if you're new. So if you are new to your board of directors and these documents haven't been shared with you, I suggest asking where you can find them. And if you don't have some of them, that's an opportunity to have a conversation about creating them. Now let's turn to the topic of meeting agendas. It's one of my favorites. I really like talking about agendas. I think they're important. But before we dive into the different components of a meeting agenda and how to craft one, I want to address why we set them in the first place. I might be biased but I think meeting agendas are one of the most important ingredients for an effective meeting. Well-crafted agendas help structure and prioritize how time is spent during a meeting, they keep people focused on the highest priority topics in theory, they also inform board members expectations about a meeting and help them show up better prepared to successfully participate. So now that we've covered the why of agendas, let's talk about the how. A mediocre agenda is certainly better than no agenda but putting some time and consideration into agenda setting will pay dividends when you're in the meeting room or these days perhaps on a video call, not in a physical room together. It might be even more important in that case. So how agendas are set depends on the cooperative or who sets the agenda. The most common method I hear is that the board president sets the meeting agenda in consultation with the general manager or the CEO. It can be a useful practice I found to involve the vice president or the vice chair in the agenda setting process too. That's how we did it when I was on the Willy Street board and it was a really great way to broaden the number of people who sort of had buy-in into the agenda and also if the vice-president ends up facilitating the board meeting for some reason they have a better handle on the thought and strategy that went into crafting the agenda. I just want to say that it is not the job of the general manager or the CEO to set board agendas. Even though that does happen in some cooperatives. One caveat that I'll mentioned that you know that doesn't apply if you're part of a worker cooperative and the general manager or CEO is also the board chair which is sometimes the case. So what should be included in an agenda? While a list of topics is certainly a good starting point, there's so much more that can be added. To each topic I suggest adding the time allotted, the person responsible for the topic, the desired outcome, any necessary background information and material that attendee you should review ahead of time, and the process that will be used to achieve the outcome for each topic. I will cover outcomes and processes in greater detail in the next few slides. Determining the best order for the topics is more of an art than a science. I generally try to start meetings with a simple item or two and place any complicated or controversial drop topics toward the middle of the meeting. It is nice to have a couple of easy wins at the front end and I like to avoid having or holding difficult conversations last when people are more likely to be tired and itching to leave the meeting. If you're a new director I suggest asking who sets the agenda for your board meetings and how things get added to the agenda. I found this is sometimes one of those things that is not spelled out explicitly in policies or procedures even though it's quite important. So it can be worth asking. In addition to the agenda, most co-ops circulate a board packet before the meeting. This packet should include minutes from the previous meeting, various reports from committees or the general manager, and any other additional information the board will need to fully participate in the meeting. Ideally this board packet is circulated five to seven days in advance of the meeting so that directors have adequate time to prepare. I know that that can be a hard deadline to meet but I do think it's important if you want people to show up prepared for the meeting. Some boards still circulate hard copies, while many have gone totally electronic. There are a lot of factors that influence how a co-op decides to circulate board packets including the preference and tech savviness of directors, internet accessibility, culture, cost, and i'm sure there are others. Now I would like to spend some time explaining an agenda setting framework that I found really helpful. I learned about it when I went through the Facilitating by Heart Training that is offered each year to the UW Division of Continuing Studies. My colleague, Kelly, who introduced me earlier has been through that training and one of our other colleagues has as well and we've all found it to be a really helpful tool for our meetings. It's called a top notch agenda. The T stands for topic which is what your meeting to discuss. The O stands for outcome which is the desired results related to the topic. And the P stands for the process you use to engage all group members. The idea is that meetings are more focused and effective when every topic on the agenda is accompanied by an outcome and a process. So let's dive into how you use a topknot agenda. Topics of pretty self-explanatory since they are what most of the agendas we see consist of. Outcomes can be a little trickier to set. There are four basic categories of outcomes. The first: share information but no decision is going to be made. Second, generate and analyze information but no decision will be made. Third, the group will make a decision. The fourth category, continuous improvement, refers to agenda items that are oriented toward improving the board or some other aspect of the organization. So as you'll see on the next slide these aren't the actual words that I use for outcomes on agendas but all of the I try to always craft outcomes that fall into one of these categories so that it's clear to people that are participating what they will be expected to do in for that agenda item. So establishing a desired outcome is helpful to both the facilitator and the meeting participants because a topic can have many different potential outcomes. For example, if you saw the topic hiring a new marketing manager on an agenda what would you expect to discuss? How would you prepare for the meeting? Would you expect a simple verbal update? Or would you be expect to be asked to make a meaningful contribution to a discussion or decision? I suspect you have no idea. I realize I'm using a sort of extreme example. Here the topic is pretty general but it is not uncommon to see topics that are this broad on meeting agendas. You know people are busy and I find that you're more likely to get a high level of engagement if you direct people to the topics that matter most at a meeting and one of the ways to do that is through adding an outcome to the topic. So doing this, adding outcomes to topics also forces the agenda setter to be clear with themselves about what they are hoping to accomplish in the meeting related to that topic. Outcomes also help directors come to meetings better prepared especially if they know they will be expected to make a decision at the meeting. Next let's talk about meeting processes. In most meetings open discussion tends to be the default. Open discussion isn't always bad but there are so many other ways to engage members of your group in discussion and decision making than just opening up the floor and asking who has an opinion. Just like with outcomes processes are useful for both the facilitator and the participants sometimes even the process of adding an outcome or a process to an agenda makes me realize the topic doesn't need to be on the agenda at all. I have definitely had that happen when crafting our staff meeting agendas. You know it could just be an update that I share via email or slack or teams or some other platform. So in other cases it forces to me to be really reflective about the best way to approach a brainstorming session or a group decision. So processes also help participants know what to expect. Are they just going to be listening to a presentation or update? Or will they do they really need to come with their thinking caps on having already given some thought to a topic because they will be you know engaged in a group decision-making process that will result in a decision that day. So before moving on to meeting roles, which is our next topic, I'd like to go a little deeper on process and decision making as a group. So when we talk about decision-making, we often lump several components of decision-making together. For example a board might say they use consensus as the decision-making rule or that everyone must agree on all decisions. The word consensus actually means to think and feel together. It is the process, working toward consensus is the decision-making process. So there are many different process tools a group can use to think and feel together with the goal of making a decision. At some point, the group reaches closure in the decision-making process. Reaches closure is sometimes called the decision-making rule. Importance of the decision can impact both the process a group uses to work through the decision and the means of reaching closure. So we don't have time to explore the wide variety of processes you can try in your meetings but I will share a couple of simple ones that our team often uses. And there's lots and lots of resources that we'd be happy to share with you where you can find more of these processes. So let's start with process. The first process I'd like to mention I just called here "reflects share" or " reflect and share." The idea is that instead of posing a question or asking for feedback then immediately launching into conversation, you take a moment of silence and let people collect their thoughts in writing or in their heads before anyone speaks. All of us benefit from having a moment to pause reflect and write before responding to a question. Some of us really need it in order to make our highest contribution. So I found that adding a short time for quiet reflection and writing puts everyone in the group on a more even playing field and often leads to more equal participation in a group. "Think-pair-share" is a similar concept that tends to be appropriate for more complicated questions or discussion. Instead of moving straight from reflection to sharing with the full group, meeting participants pair off to discuss their initial thoughts before reporting back to the full group. Once you've taken that pause, how do you open up the floor as a facilitator? I am definitely guilty of defaulting to just opening up the floor to popcorn style. So whoever is fastest, whoever's quickest on their feet speaks first, they get the first word. It can be useful to really reflect on how always defaulting to that process within your group might be helping or hindering your group as a whole. Is there one person on your board who is quick on their feet and thus always gets to say the first piece on their piece first? How does that impact group dynamics and the flow of conversation? Whose voices are you not hearing because of that dynamic? I think it really can be true that people there are people have different learning styles and different ways of engaging and different skills in terms of their verbal communication. I think creating a more even playing field might invite participation you didn't even realize you were missing out on as a group. So when asking for feedback or brainstorming it can be useful to do a more structured go around instead of letting people chime in like kernels of popping corn. Maybe you go around the room and maybe the next time you go around in the room the other way. Like I said some people are quick to respond verbally which allows them to more frequently set the tone of the further of further discussion sort of with their initial response. If you disagree with the person who almost always speaks first it's making it's creating this dynamic where in order to participate is sort of setting up that you have to engage in a disagreement with the person who shared their opinion first. So I can really find backing away from that popcorn style especially for the decisions that maybe matter more or that might be a little more sensitive can be a useful tool. Lastly I want to mention that criteria matrix which can be used when a group is trying to evaluate a single proposal or a few different options. So the first step is that the group comes up with a set of criteria or priorities by which they want to evaluate the proposal or set of proposals. The group then evaluates the proposal or proposals against the criteria in an attempt to gain clarity about the best path forward. This is another opportunity you know you could do this and have it up on a whiteboard and do it all as one big group but this tool also offers you the opportunity to have individuals maybe fill out their own matrixes first, talk to a partner about their matrix, and then share with the larger group. So again it's a tool that can work in a few different ways for inviting more thoughtful decision-making and greater participation within a group. So let's move on to closure tools. There are also different tools for reaching closure in the decision-making process. As I mentioned earlier the importance of the decision you're making will likely influence which process and closure tools you choose to use. So that first one clear proposal decision/decision statement. Often we make a decision in a meeting without even acknowledging that it was a formal decision. So maybe your team needs someone to table at a local event next weekend. Someone volunteers to take on the task. Everyone agrees to the plan. Great. No formal vote is taken but a decision has in fact been made. You know alex is going to table at co-op connection this weekend. Hopefully captured in the minutes but it was probably not you know the decision that you felt the need to vote on. So we're making decisions all the time sometimes without even acknowledging formally. When the decision is of greater consequence, a governing body will likely make the decision more formal by taking a vote. So there are you know different frameworks by which you can take votes. You can use a simple majority or some other agreed-upon percentage and if your decision-making rule is unanimity everyone has to agree in order to move forward of that decision. Boards may have different decision rules based on the decision and sometimes these decision-making rules are spelled out in a co-op policies or bylaws particularly for sort of important decisions related to you know kicking out you know removing a director or removing a member or things things like that. So in addition to there being sort of different thresholds that are required in order for a decision to pass, there might also be different ways of voting that again increased participation and make people feel more comfortable participation that just shifts the dynamic. So you could all do a simultaneous vote where you know all in favor say yeah all of those they may you know do you abstain and everyone does it at the same time. You could do a go-around where you go around the table or the zoom call and you say you know what what your vote is. Or you could do a blind vote. So just being thoughtful about how you're going about that formal closure tool. I have found that these standard decision-making rules so the voting just sort of a proposal, a decision statement, don't always do a good job of reflecting the nuances of how people actually feel. So most of us do not think in black or white, yes or no terms but when we move immediately from discussing an issue to taking an up/down vote we're really forced people to pick a side. Gradients of agreement is a tool that can help a group navigate that gray area more effectively and hopefully come up with decisions that feel good to more people. So as you're moving closer to closure on a decision instead of jumping to a vote or even just doing a straw poll that's like up-down. The gradients of agreement tool gives you a little bit more nuance in how you approach how people are feeling. So instead of just an up-down hole, you might ask people sort of you know on a scale of one to eight on a scale of one to five how are you feeling about this proposal. It gives us better better language to talk about it. Maybe you've got if you were to do an up down, yes/no um maybe it doesn't pass because you have five no's and four yeses. But if you were to use this gradients of agreement tool and you could actually understand that people aren't in veto territory but they actually voted no because I think um you know they want more discussion. They need to understand an issue better. They don't like one small piece of the proposal and so they voted no. I'm using these gradients of agreement all those shifts that shifts the nature of the conversation and that those who are maybe wholehearted endorsers or agree with maybe a minor point of contention can really invite those who are closer you know in the fives and sixes, four five six um into a conversation about you know how would this proposal need to shift to make you feel comfortable with it. And so it really changes the dynamic of you know defending your position yes-no, against or for, and saying you know trying to understand more deeply why someone might be hesitant to approve a proposal. I've just found this to be a really good tool particularly in more nuanced conversations about big decisions that can also then if you you know because you you may never know if you just take an up/down vote on a hot issue and it's a you know 5-4 split you may never know actually why someone didn't agree. People could leave that decision feeling dissatisfied and it can create sort of a negative dynamic within the group. Whereas gradients of agreement just again provides better vocabulary and a more nuanced approach to understanding where people stand on an issue. All right let's move on to meeting roles. So now that we've talked about the importance of agendas and have a structure agendas and some processes for discussion and decision making I think it's important to talk about meeting roles. So I would argue that a meeting agenda is only as effective as the people leading the group through the agenda or the person leading the people through the agenda. If meeting agendas are train tracks, the meeting facilitator is kind of like the train conductor. I have a three-year-old who really likes train, so maybe I why I'm going to this train analogy, but really the facilitator is key to keeping the group focused and on track. The meeting facilitator's role is not to just make decisions, it is to facilitate the process of the group making decision, and a skilled facilitator ensures that all members of the group are engaged and effectively synthesizes the various viewpoints into a coherent direction. When there are disagreements, the facilitator takes the pulse of the room and comes up with strategies for achieving win-win solutions. Most board meetings are chaired by the board president, however I encourage everyone who sits on a board to go through some kind of facilitation training. I think it's a good leadership opportunity, leadership development opportunity that you can offer board members of a co-op and quite frankly we're all better meeting participants when we understand what the facilitator is trying to accomplish, what their job is, and thus what our jobs are as meeting participants. In addition to a facilitator, every board meeting should have a designated reporter or note-taker. That's really common. The recorder keeps minutes during the meeting, recording key decisions, conclusions, and action items. The board secretary is often the recorder. Though in larger cooperatives, there may be a board assistant who compiles board minutes. Another common meeting role is the time keeper. The time keeper essentially helps the facilitator move the group through the agenda. They keep track of time. If the group is close to running out of time for a topic the timekeeper will alert the facilitator who can then work with the full group to decide how to proceed. Having a time keeper isn't necessary but it is a great way to reduce the amount of stress on the facilitator who's really managing a lot and managing the discussion. I have found that assigning someone who is already very time oriented to be the time keeper can be doubly helpful. So as my colleagues that know all too well my Swiss German heritage really comes out in a big way. When I am a meeting participant I can be really oriented on time and so when I am the timekeeper in a meeting, being the timekeeper gives me this productive way to channel that energy which can prevent it from turning into frustration. If it feels like no one else is watching the clock, I get to watch the clock. It's my job. So add a little silver lining of having someone who is also time oriented be the timekeeper. The last role I want to mention is the sensor or mood reader role. This is not a very common one but the objective is to have somebody sense the temperature of the meeting and spot unhelpful moods or group dynamics that might be emerging. For example a resignation. If someone just going through the motions if so sort of what you know you might want to explore what the underlying dynamics are that are contributing to that. Skilled facilitators typically do this as part of their role, however during particularly complex or contentious discussions it can be helpful to share this responsibility with another meeting participant. All right. Next topic I'd like to spend a little time on committees and how to use them most effectively. So first it's important to understand which tasks are appropriate for board committees and which are not. Board committees are an extension of the board. A tool for getting certain kinds of work done. Often the type of work that are easier with a smaller group or getting those things done outside the boardroom. So what kinds of activities are best done by committee? Committees are great for organizing events and short-term processes, for detail-oriented planning, for research, writing, editing. Most board committees do not have decision-making authority. So the role of the committee is to carry out a directive of the board or craft a proposal for the whole board to review. Their role is to accomplish things outside the boardroom and bring the results back to the board for review or approval. There are generally two types of committees of board use: standing committees and ad-hoc committees. Standing committees manage board work that is ongoing. Some typical standing committees might include finance, member engagement, policy, GM performance evaluation, audit or development. Ad hoc committees are established to manage tasks with processes that are time-bound such as hiring a new general manager or evaluating potential sites for expansion. So committee charters which I mentioned earlier in the presentation are an important tool for establishing the roles responsibilities and authority of each committee. Think of them as job descriptions for committees. They're useful for setting the appropriate expectations for committee members and for board members who are not on the committee I need to understand what the role of the committee is. They also force a board to be really clear about the purpose and duration of a new committee before formally establishing it, helping to avoid committee overload. It can be easy as a board to say oh well we'll just create a committee and the committee will manage it. No one wants to be going to board that also requires serving on five committees. At least I don't what to be. Speaking for myself. Committee charters can also be a useful addition to board orientation packets so new directors can quickly understand the function of the different committees and which one or ones they might like to join. Before covering the last tool during the presentation today I'd like to say a few words about culture. I often include the the quote culture eats strategy for breakfast in my governance presentations because I think it's so true. It's something we don't always talk about but it's just as important as the rules and systems and policies and processes in terms of how a co-op governance system functions. So the culture of a group and every group has a culture and based on or determined by the group's norms, values, habits, beliefs, language, and assumptions about how people go about doing that work. How people interact with one another and how people interact with customers and/or members. So cultural norms are visible and invisible and they often need interpretation especially for people who are new to the group. We may not see the culture of a group we belong to because we've just grown so accustomed to it being the norm. We literally don't see it. If you're new to your role on a board of directors sort of both at an advantage and a disadvantage when it comes to culture. You may not have a firm grasp on the culture, so you have there's a potential to offend someone or make mistakes. On the flip side you will still see things that others in the group do not see and you can provide really useful information as an outsider if they are willing to hear it. So last tool I want to talk about here when I talk about sort of a broad set of tools that I refer to generally as ground rules. All of the items listed on the slide are ways of putting and writing how directors are expected to act. These ground rules might show up in by laws, policies, job descriptions, or member agreements, or in their own separate documents. As I mentioned on the previous slide is a culture of any group or organization is both visible and invisible, explicit and implicit, and ground rules in their various forms are mechanisms by which you can document the desired culture of your co-op and board. Instead of assuming that people will just get it when they join the board. Ground rules clearly lay out what is expected of Directors, sort of what is and is not tolerated. So let's start with group agreement. The purpose of group agreements is to really create an open and respectful environment in which teams can work together creatively and individuals feel safe sharing their ideas and opinions. Group agreements are often set at the beginning of like retreats or workshops or strategic planning sessions however I see value in establishing and revisiting group agreements for any group that regularly meets and makes decisions together. When I run strategic planning sessions or retreats with co-op boards, we often do group agreements at the beginning and I encourage them to take those group agreements back to their boardroom um and have them on the wall where they meet regularly as a reminder of the agreements that they made. And to revisit them I think it can be a useful tool long past a retreat for strategic planning sessions. A conflict of interest policy requires board members to disclose outside interests conflicting with the interests of the co-operative. Kelly covers conflict of interest in her session last week. So a conflict of interest policy should require those with a conflict or those who think they may have a conflict to disclose that conflict. That's the key. The policy should also outline how the board will move forward on matters in which there is a conflict. Next confidentiality and you know members of the co-operative board have a fiduciary duty to keep private certain information learned in the course of board service. There's certain things they you know have a legal obligation to keep confidential. That legal obligation exists even in the absence of an express written confidentiality policy. But I still suggest having one anyway to reiterate that the importance of keeping certain business information private. It's one of the tensions in a cooperative business is sort of you know transparency which is really important but also keeping confidential business information um that could be damaging if it were to be made public. So a code of conduct is a document that outlines the rules, responsibilities, practices, and norms of a group organization. Often a code of conduct will include a code of conduct rule includes sections related to confidentiality and conflict of interest. So last on the list is director position descriptions. Like sort of mentioned this earlier um these may seem like a bit of an outlier but I included them in the list because I do think they're a great tool for setting expectations regarding board director responsibilities. I've also seen them used to communicate the norms about active engagement, respectful communication than others some of the other things you might find in group agreements so you're reinforcing those behaviors in the director board description. So I once belong to a board but actually asked director is to sign a set of agreements related to their responsibilities, related a confidentiality, conflict of interest, every single year. So when that new board was seated and the new directors came in they find it but we all signed it - just as a reminder of what we were committing to that year. I think as a useful exercise that I encourage boards to consider. So with that um I think we have about 15 minutes for questions. So I think Kelly's going to take a couple questions first and then I'll be here to answer questions as well.