One
Member's Stand:
Three Proposals
to Improve Coop Governance
by Saul A. Rigberg
As a member
of the Governance committee who was one of the main authors of the
bylaws, and
cochair of the Personnel committee, I have been a careful observer of
Coop
governance. Recently, three unsettled issues have become of concern to
me. Acting
on my own and not on behalf of any committee, in October I will be
collecting
signatures (35 are required by the bylaws) on petitions so that the
membership
can have the opportunity to consider my proposals in the form of
referenda.
I want to
emphasize at the outset that my proposals should not be interpreted as
a
criticism of the current Board of Directors, which I think is the best
Board the
Coop has had since I became a member in 1986. Rather, my motivation in
making
these proposals is to define as clearly as possible the respective
roles and
responsibilities of members (the bylaws define “members” as
shareholders who
are up to date with their work requirements), the Board and staff so
that adherence
to the Coop’s Mission Statement is institutionalized and not dependent
upon the
decisions of any particular Board.
The first
proposal addresses the issue of favoritism and prevention of Board
selfdealing.
The second proposal urges more effective dissemination to members of
Board and
committee minutes. The third proposal affirms the ability of the
Governance committee
to discuss bylaws-related issues in its meetings and with members,
whether or
not the Board has given permission for that discussion to take place.
Special Compensation
This first
proposal is designed to prevent a repeat of a recent situation in which
the Board
voted to award one of the directors a $1,000 bonus for the huge number
of hours
she had devoted to the Coop. The Governance committee urged the Board
to
reconsider its decision as setting a precedent that could be abused in
the
future, and instead allow the membership to vote on the award. The
Board
agreed, and at a membership meeting the members voted overwhelmingly in
support
of the bonus. I think it is important, going forward, for it to be
clear that
it is the membership and not the Board (except when the award is of
minimal
value) that has the authority to decide whether an individual member
receives a
special award.
Electronic
Posting of Meeting Minutes
The second
proposal is designed to make it easier for members to learn about the
important
issues that the Board and the committees are grappling with. While a
brief
summary of Board decisions is printed in the Coop Scoop, it is
often
difficult to understand the nuances of a particular issue and the
various
points of view expressed. The full minutes are available in the
Community Room,
but accessing them there is somewhat of a chore. And unless you are a
member of
a committee, it is almost impossible to find out, other than by word of
mouth,
about the give and take of a committee discussion. Simply put, impaired
knowledge often yields poor governance.
Of course,
the minutes should not contain confidential or otherwise sensitive
information.
Implementing this proposal should not be difficult or time-consuming
because
the minutes are already in electronic versions.
Ability
of Governance Committee to Consider and Propose Amendments to the Bylaws
The third
proposal is designed to ensure that the Governance committee can do a
good job
representing the membership who elected it, without being subject to
possible
censure by the Board. As established by the bylaws, the Governance
committee is
unique among Coop committees. The Governance committee is both a
committee of
the Board and a committee of the membership; as such, it has
responsibilities
of serving both the Board and the membership. Just as with the Board of
Directors, a member must be formally elected by the membership to serve
on the
Governance committee. No other committee has such a requirement. Some
have
asserted that the Board has the same control over the Governance
committee that
it has over the other Coop committees. This control, it is claimed,
would
enable the Board to prohibit the Governance committee from discussing
potential
revisions to the bylaws with which the Board disagrees. Others have
even argued
that the Governance committee must affirmatively obtain the Board’s
permission
to discuss a particular issue.
I strongly
disagree with both contentions. I think it would be dangerous for as
few as
three directors (remember, only a quorum of five directors is required
to conduct
business) to have the ability to prohibit members elected by the
membership to
discuss issues important to the membership. Free speech issues aside,
it is
inefficient and overly bureaucratic to adopt such an approach. But I do
agree that
it would not be appropriate for the Governance committee to call for a
membership meeting without first obtaining significant membership
support, as
evidenced by collecting the signatures of 35 members on a petition.
Copies of
the proposals may be found on the Coop’s website and at the store, near
the Coop
Scoop. I look forward to discussing these proposals with you this
autumn.
Comments are encouraged and welcomed.
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