How members exercise control Members exercise control over a cooperative directly by voting at membership meetings and indirectly through election of a board of directors. State Incorporation Statutes require the board to manage the cooperative and give it wide latitude in doing so. The board also may be restricted by provisions in state statutes, articles of incorporation, and bylaws that specifically reserve control of certain matters to the membership. In most cooperatives, however, few issues are reserved for the membership to decide. Hence, the way members usually exercise control is through electing a board of directors.
All types of corporations have boards of directors.
All boards are responsible for representing the interests of owners, protecting the public interest, and assuring proper management for the corporation. Responsibility for management is far different from managing. The responsibility is exercised by employing professional management personnel and monitoring their performance. The amount of authority and responsibility delegated to management is largely left to the board. Maintaining control does not require numerous actions at every board meeting.