The Role of the Board of Directors and Audit Committee Within a Cooperative

Date: Tuesday, January 24, 2017
Time: 03:00 PM ET / 02:00 PM CT / 01:00 PM MT / 12:00 PM PT [Prevailing Time]
Presenter(s): Todd R Eskelsen, Partner, Schiff Hardin LLP.
Objective: An overview of the duties, legal responsibilities and issues related to service as a Director in a Cooperative, including the interaction of Directors with Officers and Members and how the Audit Committee fits into the “best practices” model of cooperative governance.
Field of Study: Business Law
Program Level: Basic
CPE Credit: 1 Credit Hour
Delivery Method: Group Internet-based

No advanced preparation or prerequisites are required for this course.
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Course Description
This session will outline the responsibilities, hierarchies, authorities and practical interactions of members, directors and officers in a “best practices” cooperative and how the Board of Directors should discharge its responsibilities, including the cooperative governance role of the Board Audit Committee.
Learning Objectives:
1. Understand and appreciate the responsibilities, hierarchies, authorities and practical interactions of cooperative members, directors and officers in a “best practices” cooperative.
2. Understand and appreciate how cooperative Board of Directors operates so as to discharge its responsibilities in accordance with “best practices.”
3. Understand and appreciate the cooperative governance role of the Board Audit Committee in accordance with “best practices.”

Presenter and Moderator Bios
Todd R. Eskelsen is a partner in the Washington, DC Office of Schiff Hardin LLP. Mr. Eskelsen is a graduate of the Georgetown University Law Center and the University of Utah and is admitted to practice law in Maryland and the District of Columbia.

Mr. Eskelsen has extensive experience representing sole proprietorships, corporations, partnerships, limited liability companies and cooperatives in all phases of business organization, corporate and financial transactions and day-to-day operations. In particular, Mr. Eskelsen currently represents cooperatives in industries as diverse as the rice, sugar beet and other agricultural products, electrical component supply and insulation supply industries. In his career he has represented cooperatives in the agricultural, grocery, beverage bottling, office supplies and services purchasing, fast-food franchisee purchasing and mortgage banking industries. Such representations have involved cooperative issues under state corporate governance statutes and common law, federal and state tax laws (specifically including Internal Revenue Code Subchapter T), federal and state securities laws, antitrust laws and international trade. Among the transactions Mr. Eskelsen has implemented for his cooperative clients have been organization and incorporation, mergers & acquisitions, divestitures, liquidations, joint ventures (both national and international), financings, and security issuances. He also regularly advises on general day-to-day business activities and the business aspects of emergencies like recalls and governmental investigations and is well-versed in the peculiar issues under federal and state securities laws affecting cooperatives.

$56.00 for NSAC Members / $70.00 for Non-Members

Delivery System

  • All programs are delivered using the Zoom platform.
  • Confirmations will include log-in instructions.
  • Participants are able to participate using any device with an Internet connect (if the device does not have speakers, the participant can also dial-in) or they can participate with audio only by dialing in.
  • All registrants will receive a link to the CLN’s recording by email within 48 business hours of event’s conclusion.
  • There will be assistance available to help with technical and connectivity issues up to 10 minutes prior to the start of the presentation.


All registration is done on-line and each guest must provide their name and email address to participate. All NSAC members may register for free. Non-members may register for a nominal fee.

Refund Policy

NSAC will not issue refunds for CLNs. If a registrant is unable to participate in the CLN and provides notification to 48 hours prior to the session, a credit will be provided for a future CLN. Alert the NSAC staff member monitoring the CLN if technical difficulties are encountered and technical support will be provided to eliminate problems with future CLNs.

Additional Information

Live participation is required for CPE credit and polling questions must be answered to document your active participation. All registrants will receive an email following the session with links to the slides and/or handouts, and a link to the CLN recording (unless otherwise stated). If you are unable to participate in the live session, you can still watch the recorded session, but you will not be eligible for CPE credits. Those eligible for credits will receive their certificate by email with 7 business days.

For more information regarding NSAC CLNs or administrative policies such as complaint and refund, contact the NSAC Headquarters, 7946 Clyo Road, Suite A, Centerville, OH 45459, 937-222-6707, or