|
|
|
OVERSIGHT IN HWFC
GOVERNANCE:
Thoughts and Perspectives
from the Governance Committee
Regarding
The February
26, 2006 HWFC Membership Meeting What
Is This All About? Starting
with the February 26th Membership Meeting called
and organized by the Board of Directors, the Co-op
Membership is being asked to clarify the role of the Governance
Committee (GC)
and its relationship to the Board and the Membership.
In
the next several months, the GC plans to hold open small group meetings
to
discuss its role as part of the larger right and responsibility of the
Membership to exercise oversight of the Board. The
February 26th Meeting resulted from an agreement between the
Board
and Saul Rigberg, who, acting as an HWFC Member and not on behalf of
the GC,
had put forth a referendum to confirm the ability of the GC to propose
bylaws
amendments to the Membership. The Board
agreed to designate the GC as the ad hoc Bylaws Committee pending
resolution of
this matter and the Member agreed to postpone the referendum. The agreement also committed the Board to
work with the GC in exploring with the Membership the role of the GC in
a fair,
open and cooperative process. Foundation Questions 1) Does the Membership
wish to continue to exercise
both direct oversight over Co-op affairs by means of Referenda and
Membership
Meetings (Bylaws Sections 330-343, 430) and indirect oversight through
the elected
Governance Committee, which is tasked with “monitoring HWFC
policies and governance procedures to ensure that they are consistent
with
existing Bylaws and policies” (Section 467)? 2) What changes, if any,
should be
made to that oversight authority? Historical
Background
In 1999,
the Bylaws Committee proposed to the Board that it be authorized to
work on a
complete revision of the Bylaws because the then-current Bylaws had
been
amended so many times in a haphazard fashion over the years that they
contained
inconsistencies and contradictions. The
Board approved this proposal. After two
years of drafting, talking to Members, and drafting some more, the
Bylaws
Committee presented a complete set of Bylaws to the Board in 2001. The Board objected to the provisions in the
proposed Bylaws that gave the Membership a key part in developing and
approving
HWFC policies. The Board at that time
preferred a governance model in which it would have the prominent role
and
declined to propose the draft Bylaws to the Membership.
The members of the Bylaws Committee refused
to accede to the Board’s demands to diminish the role of the Membership
and
resigned in protest. About a
year later a new Board was elected. The
former members of the Bylaws Committee regrouped and, with some minor
changes
suggested by this new Board, received permission from the Board to
present the
draft Bylaws to the Membership at a Special Membership Meeting in May
2003. Much discussion took place and the
Bylaws Committee incorporated many valuable suggestions in the next
draft. Prominent among the suggestions was
the
concern that the proposed Bylaws did not give the Membership enough
proactive
oversight of the Board. Although
it is difficult to remember (since
recently we have had many years of good leadership), speakers noted
that over
the years the Co-op has endured leadership that made questionable
decisions
without adequately informing the Membership (some of you may
remember
the 3-2 Board vote to buy the former Post Office building, now a
Baptist
Church, on Quail Street). Many
Members stated that it was not
sufficient for the Membership to be able to retroactively review Board
decisions months after the decision had been made.
These Members asked that there be a committee
of Members with enough independence from the Board that it would alert
the
Membership more quickly if it concluded that the Board had violated the
Bylaws. The
Governance Committee was created in the Bylaws passed June 30, 2003 by a vote of 44-1 as a
“committee of the Membership and the Board” (HWFC Bylaws Section 460.2)
to
ensure that the Bylaws and policies are being adhered to by the Board
and the
CMT. Unlike all of the other standing
committees of the Co-op, to which the Board appoints the members, the Membership decided that it would directly
elect the members of the Governance Committee so that it would have the
independence to perform an oversight function vis a vis the Board's
adherence
to the Bylaws. The
GC was also created to be a resource and
aid to the Board of Directors with respect to keeping records of HWFC
policies. Some of the Open Issues When the
Bylaws language regarding the Governance Committee itself was written
(at the
very end of the drafting process shortly before the June 30 Membership
Meeting), certain important things were unfortunately overlooked. For example: 1)
When are members of the
GC to be
elected? 2)
What are the term limits
for GC
members? 3)
What is the role of the
Board
Liaison on the Committee? 4)
Is one role of the GC to
talk with
Members about potential revisions to the Bylaws and formally propose
changes to
the Bylaws to the Members and to the Board?
May the GC do so (and receive work credit) even if the
Board does not
authorize that activity or objects to it? 5)
What oversight over the
GC is
appropriate? How can members of the GC
be replaced, if it becomes necessary? 6)
How should vacancies on
the GC be
filled? The current
members of the GC believe it is important to have these issues resolved
while
the administrative culture of the Co-op remains
largely positive. We believe the
Co-op currently has the potential for
continued good leadership; both the Board of Directors and
Collective
Management Team are filled with talented and attentive people. This
presents the Co-op with an excellent opportunity to retain current
safeguards
and perhaps put in place additional safeguards in the event that the
Co-op’s
leadership becomes less than exemplary. The GC
regularly reviews issues at the request of the Board, providing input
and
advice, and has cooperated with the Board Secretary in developing a
plan for
maintaining an archive of Co-op policies and decisions.
The members of the GC are directly elected by
the Membership. If the GC is to properly fulfill the oversight function
for
which it was created, it must enjoy a certain level of autonomy not
granted to
committees appointed by the Board. As part of
our charge of ensuring that Co-op policies are in sync with the letter
and
spirit of the Bylaws, we are uniquely positioned to see where the
Bylaws can be
revised for clarity, appropriateness, and consistency.
We feel we should be allowed to review the
Bylaws as needed, draft appropriate amendments and present them to the
Board
and the Membership, and receive work credit for our efforts, even if
not
specifically tasked by the Board to do so.
We also believe, however, that a full-scale review of the
entire Bylaws
only needs to be done very rarely, and that this process should be
accomplished
by an ad hoc Bylaws Committee appointed by the Board that would include: members of the Board and the GC, managers and
staff, members of Board committees and members of the Co-op at large. As always, it would be up to the Membership
to decide whether to adopt or reject the proposals that resulted from
either
the GC’s limited efforts or such a grand review. The Board
and the Membership must of course retain appropriate oversight over the
Governance Committee. The allocation of
member work hours is the responsibility of the Board of Directors.
There is a
procedural check on any work that the Governance Committee does, which
is
handled through the Board Liaison to the GC.
When we do work, we submit our hours to the Liaison who
then reviews
them and submits them to the Membership Coordinator for credit. We
are open to the idea of a policy statement that would place limits on
the
amount of hours the GC could earn each month.
We also suggest the addition of language to
the Bylaws to create a procedure that allows the Membership to remove
Governors
from the Committee if it becomes necessary. The
authority of the Governance Committee to act is extremely limited. The GC can, when it believes there has been a
violation of the Bylaws, call a Special Membership Meeting to address
the
issue. This is the only “power” that the
GC has. Once the Meeting has been
called, it is the Members who have direct control over the issue. Similarly,
the GC may not call a Membership Meeting to consider a proposed Bylaws
change
without going through the regular Referendum process (HWFC Bylaws
Section
341). Nor may the GC require the Board
to place the proposal on the agenda of a Membership Meeting. It is
critically important to remember that only the Membership has the
authority to
change the Bylaws; amendments are not enacted without the approval of
two-thirds majority of the Membership voting at a Membership Meeting
(Bylaws
Section 600). The GC (the "we"
in this document) Charles Alexander (Chair): Charles has been an HWFC
member for more than ten years,
nine of them working as a weekly cashier and the last two-and-a-half on
the
GC. Outside of the Co-op, he has been
especially active in the labor and reproductive rights movements. A Trotskyist himself, he reads across the
political spectrum, from Proletarian Revolution to The American
Conservative. He is now a budget analyst
for Shawn FitzGerald:
Shawn is an Information Technology professional at a local
television
station. He has been a member of the GC
for almost one year, and lives in Tim Maxwell:
Tim is a Network manager
for a local Saul Rigberg: Saul is an attorney
working for Frank Wind:
Frank Wind is a retired
geologist
and now with his wife, Dee, a professional storyteller.
He has been a weekly worker in the produce
department (Wednesday mornings) since joining the Co-op four years ago. Invitation The
February 26th Membership Meeting provides an initial
opportunity to
discuss your ideas about the future of the Co-op’s governance. We invite you to take part in the discussion;
we are keenly interested in your ideas.
An active and engaged Membership is essential if Honest
Weight is going
to remain not just a successful business but also (and perhaps more
importantly) a democratic model for the cooperative retail industry as
a whole. |
CoopScoop Home
|
