Board Function & Responsibility

In accordance with the cooperative principles, Mississippi Market is run by democratic member control. The board carries out this responsibility by establishing broad policy guidelines, recommending updates to our Articles and Bylaws — the legal documents that define and guide the co-op — and monitoring the performance of our CEO. The CEO’s function is to implement the policies established by the board and carry out day-to-day operations.

The Mississippi Market board of directors is a policy governance board. Co-op board members have the same duties as directors of any business. The unique identity of our cooperative also means that the board must act on behalf of our member-owners. The board does not engage in operational decisions at the store level but is legally responsible for the overall direction and performance of the co-op.


Primary Board Responsibilities

  • Provide fiduciary oversight on behalf of Mississippi Market’s member-owners.
    • Exercise due diligence in monitoring the co-op’s financial condition.
  • Hire, compensate, delegate responsibility to, and hold accountable a CEO.
  • Monitor operational performance by the CEO and board performance in the areas of board process and board-management relationship.
  • Have expectations in the form of written governing policies that realistically address the broadest levels of all organizational decisions and situations.
  • Perpetuate the board’s leadership capacity using ongoing education, training, and recruitment.
  • Maintain confidentiality as required.

Board Members are also compelled to faithfully honor all legal obligations that come with directorship, which include the:

  • Duty of care – make informed decisions in good faith; act as a prudent person; use a good process for decision making; be honest; ensure adequate record keeping.
  • Duty of loyalty – always act in the best interest of the cooperative; disclose and avoid conflicts of interest; engage in no self-dealing; maintain confidentiality.
  • Duty of Attention/Diligence attend meetings; participate in discussions; be prepared; review materials; ask questions; know and adhere to state laws and co-op bylaws; support Board decisions and policies; honor contracts; ensure payment of all tax obligations. 

Serve on Your Board

One of the perks of co-op membership is applying to run for an open board seat. Each October, co-op member-owners elect new board members for three-year terms. This is an exciting opportunity to serve your community and lead your co-op in shaping our collective future. Learn more by submitting a board interest request, and we’ll get back to you with additional details.