One Member's Stand: Let's Talk

by Saul Rigberg and Charles Alexander

At the February 26th membership meeting, which was called to discuss the role of the Governance committee (GC), several Coop members said that the members of the GC seemed to be trying to set themselves up as a second Board by involving themselves in too many areas beyond their responsibility to monitor compliance with the Bylaws and Coop policies. This argument was crystallized when one Board director claimed that the GC questions almost every one of the Board’s decisions.

When challenged, the director could not think of any examples besides the article that she had written about this very meeting, having to do with the Governance committee itself, but reasserted “It’s just true.”

Let’s look at this issue more closely. The membership established the GC as an elected body to ensure that HWFC governance is consistent with the cooperative principle of democratic decision making. As such, the GC’s role is limited but important. One of its main functions is to review Board decisions for the sole purpose of alerting the Board and the membership if it believes a decision violates the Bylaws or HWFC policies. The GC has no authority to question the merits of any Board decision or enact policies. All it may do is advise the Board and the membership that, in its opinion, a decision of the Board violates the Bylaws or Coop policies.

A review of minutes of Board meetings reveals that the Board makes approximately five to seven substantive decisions at each meeting. In the 32 months since the GC was established at the end of June 2003, the Board has held 32 regularly scheduled monthly meetings (as well as many other ad hoc, not completely public meetings, but that’s another story). Just sticking to the low end of the number of decisions made at the regular meetings, the Board has made at least 150 decisions since the GC was created. How many of these 150 decisions has the GC questioned?

A review of the GC’s meeting reports suggests that the answer seems to be five. The GC suggested that: (1) several aspects of the draft Employee Manual, which presented a constrained application of employee rights, appeared to violate the Bylaws; (2) the decision by the Board to award the Board president, without membership approval, $1,000 in store credit seemed to set a bad precedent for selfdealing; (3) the Board’s decision to modify the Employee Manual without discussing the issue with the Personnel committee violated the section of the Bylaws dealing with the Employee Manual; (4) statements in referenda disagreeing with the Board’s position should be written by the opponents and not by the Board; and (5) refusing to post minutes of Board meetings and committee reports on the HWFC website was contrary to the principle of openness and democracy. In all five cases, the Board eventually ended up agreeing with the GC.

Is questioning just two percent of its decisions really too much for this Board? In private conversations and at the Board/Governance committee boundaries meeting held in the spring of 2005, the only member of the GC who has been criticized for “having an opinion about everything” is Charles Alexander, who attends Board meetings both as a member of the GC and as an HWFC member. Board members have objected to no other GC member’s conduct at Board meetings, yet the actions of one GC member seems to have spawned these two myths: that the GC is intervening on dozens of issues and is trying to set itself up as a second, or shadow, Board.

It seems to us that it is not healthy for the Board to tightly control giveand- take among members and the development of ideas. The Coop suffers when we are not tolerant of divergent opinions, because different points of view often result in better decisions. Indeed, a self-confident Board would encourage creative thinking, not stifle it.

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