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A Director's Chair: How we make decisions

by Susan Weinrich

One of the things I enjoy most about the Honest Weight Food Coop is its commitment to participatory democracy. I believe that people have both the right and the responsibility to make decisions about their lives, and I am fascinated by the creative and sometimes excruciatingly slow and tedious process involved when large groups of people try to make collective decisions.

Sometimes the process isn’t as well thought out as it could be, or perhaps it doesn’t get us the decision that one version of “we” is completely comfortable with; but this is the nature of the group dynamics and, as a student of group process, I am comfortable with this knowledge and continually try to balance process with an organization’s need for clearly defined structures, roles and responsibilities. The HWFC bylaws emphasize that the health and welfare of HWFC depends on a working cooperative relationship among the members (with active participation on committees and final approval of all policies), the Board of Directors (with corporate fiduciary and policy development obligations), and management and staff (with responsibility for day-to-day store operations). The bylaws attempt to balance the rights and responsibilities of each of these components of the HWFC community.

Honest Weight has tried to minimize the concentration of power by establishing a Collective Management Team (CMT) instead of hiring a general manager, and emphasizing consensus decision making both on the Board and CMT levels. Over the past year we have brought several issues to the membership in a process that was designed to find as much common ground as possible. Although some Coop members may not want to be involved in such decisions, others take an active interest and are grateful to have the opportunity to participate.

Over the next few months we will be asking members to help us clarify and refine our organizational infrastructure. Honest Weight has a membership — the owners of the store and the ultimate body of authority. The membership body elects the Board of Directors, which bears legal and fiduciary responsibilities and is accountable to the membership. The Board, in turn, hires and supervises the CMT to run the store and hire and supervise additional staff. Depending on the jobs that members have, they are either accountable to the Board for participation on the various (governance) committees or to staff for their work in operations. Although we continually struggle in our efforts to hold each other accountable, structures exist to address gross negligence and lack of follow-through on important matters.

I understand that in the relatively recent past, a Board and general manager tried to take the store in directions that a large number of members did not feel comfortable with; but it seems to me that the system of checks and balances worked, and we now have a Board and management structure that, by most accounts, better reflects our collective values and vision.

Outside of the above structure, Honest Weight also has a Governance committee (GC) that the bylaws defines as a joint committee of the Board and membership, and which provides advice and support to both. According to the bylaws, the GC’s responsibilities include: monitoring HWFC policies and governance procedures to ensure that they are consistent with existing bylaws and policies; assisting the Secretary in maintaining a current record of the bylaws and official policies of HWFC; reviewing all notices pertaining to referenda and membership meetings before they are issued; and, if the Governance committee concludes that there has been a violation of the bylaws, then it may call a Special Membership Meeting to submit the issue to the membership.

The Coop’s Governance committee is, as far as I can determine, relatively unique. I have tried to find other models similar to ours and, in all of my research and experience with nonprofits, coops and corporations, these are committees of, and accountable to, the board of directors (and like other committees, they may include non-board members). In fact, they tend to operate as board development or nominating committees, ensuring that the future of the organization is stable through the election and maintenance of a diverse and qualified board. It is through such a partnership with the board that members can provide oversight and guidance.

Now that the Governance committee has been in place for a couple of years, we have begun to identify some of the issues that the bylaws did not adequately address. These include: the limitations and authority of the GC; the role of the Board liaison on the committee; oversight of work hours; the GC’s relationship to the Board of Directors, CMT and membership; and how the GC is held accountable by the Board and membership. Not unexpectedly, the GC and the Board see these issues from different perspectives and, rather than become entrenched in our own positions, we have collectively decided to engage the membership in this discussion.

I look forward to the opportunity to participate in the dialogue with other Honest Weight members to continue to clarify the roles and responsibilities of the Governance committee and its relationship to the Board of Directors, the CMT and the membership. I look forward to challenging myself to see many different perspectives on this issue, and I have faith that ultimately, together, we will make the best decision possible.

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