Oversight in HWFC Governance:
Thoughts and perspectives from the Governance committee
In the next
several months, the Governance committee (GC) plans to hold open small
group
meetings to discuss its role as part of the larger
(checks-and-balances) right
and responsibility of the membership to exercise oversight of the Board.
Foundation
Questions
1. Does the
membership wish to continue to exercise both direct oversight over Coop
affairs
by means of Referenda and Membership Meetings (HWFC Bylaws, Sections
330–343,
430) and indirect oversight through the GC, which is responsible for
monitoring
decisions of the Board and the Collective Management Team (CMT) to
ensure that
the Bylaws and existing policies are not violated (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
role in
developing and approving HWFC policies. The Board at that time
preferred a
governance model in which it would have the predominant 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 Coop 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
established in
the Bylaws that passed June 30, 2003 by a vote of 44-1 as a “committee
of the
Membership and the Board” (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 Coop, 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-à-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 GC
regularly reviews issues at the request of the Board, providing input
and
advice and, when asked, drafting proposed Bylaws amendments, and has
cooperated
with the Board Secretary in developing a plan for maintaining an
archive of
Coop 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 Coop 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 Coop 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
(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 members
voting at a
membership meeting (Section 600). We look forward to discussing these
important
issues with you.
Back to index
|
