February 16, 2019 at 6:36 pm #5893Gary SeldonParticipant
Greetings Fellow Cooperators,
I encourage members to VOTE NO on the proposed amendment, in order to preserve the strong values and ideals represented in our Bylaws, in order to hold true to our goal of excellent treatment of all workers.
Good power balance shines in our existing Bylaw section regarding personnel issues: up to two employee Directors “may participate in the discussion but shall not vote.” That’s wisdom!
The proposed amendment disrupts the balance of power. It would exclude employee Board members from all confidential discussions of personnel matters. No! We need to keep our employee’s voices, perspectives, and truths in the mix.
I’m sad that we’re considering this compromise to our cooperative ideals because it’s an unneeded compromise.
The Board voted 8-3 to recommend this change, citing conflict of interest concerns. While I am certain of the good intentions of all involved, I find those concerns to be overstated, a reflection of our overly litigious society.
Framing the amendment as a conflict of interest adjustment muddies the waters, obfuscating the unwarranted take away of workers’ rights.
I welcome, of course, any discussion of, or perspectives on this matter here in our Member Forum, and would also welcome you to contact me directly at email@example.com. Please feel free to share this with other Co-op members, whether or not you tend to agree with the outlook I present!
Please consider my “minority“ VOTE NO recommendation.
Thanks for caring and for reading!
Here are the current, and proposed Bylaw sections:
EXISTING BYLAW: Article V Section 3
Employees shall be eligible as Directors. No more than two employees shall serve as Directors at one time. When the Board is discussing personnel issues, employees may participate in the discussion but shall not vote.
PROPOSED BYLAW: Article V Section 3
Employees shall be eligible as Directors. No more than two employees shall serve as Directors at one time. When the Board is discussing personnel matters in open session, employees may participate in the discussion but shall not vote. When the Board is discussing personnel matters in executive session, employee Directors shall not be present.
Why Vote No on the Proposed Amendment of Bylaw Article V. Section 3?
Because employees know directly about personnel matters.
Because employees are the most directly affected by personnel decisions.
Because we respectfully trust each employee Board member to decide when to attend, and when not to attend.
With the Policy Governance system, the Board of Directors “administers“ our cooperative through written policies that the General Manager (GM) must follow. The Board has direct oversight of only one employee, the GM, who is then responsible for all other employees. So each Director is already well insulated from personnel issues. In practice, the Board is removed from the vast majority of decisions about personnel matters.
The annual evaluation of the GM is a Board responsibility and is vital to the administration of our co-op. It is a personnel matter, so it occurs in the confidentiality of executive session. Consider the amendment wording: “employee Directors shall not be present.” That would lock employee Board members out of GM evaluations. I think that would be an unintended consequence, and a mistake we should avoid.
Vote against this Bylaw change!
Aside from GM evaluations, any time there is a need to discuss a personnel matter in confidence, it’s likely to be a challenging situation. That is exactly when it’s vital to keep, rather than to exclude, our employee voices. Staff perspective is valuable, enlightening, crucial. Attention to staff voice aligns with one of our goals, the “excellent treatment of all workers,” as stated in our “Ends” policy. Keeping staff out of those tough conversations is not consistent with walking the walk of our cooperative ideals. We don’t need this compromise of our ideals.
Conflict of interest concerns are already well addressed:
Our Bylaws allow only two employee Directors, who are not allowed to vote on personnel issues.
Board Code of Conduct policies are rigorous. Each Director is required to “avoid any conflict of interest with respect to their fiduciary responsibility.” Each Director commits, with their signature, to abide by the standards of the entire policy, which includes honoring the confidentiality of executive sessions, even after leaving board service.
The legal advise we’ve received overstates conflict of interest concerns:
It states that the proposed bylaw change is inadequate, in essence saying that it doesn’t go far enough.
The legal advice came from Sullivan Hayes & Quinn, LLC out of Springfield. Their website uses the byline “AT THE TABLE WITH MANAGEMENT.” Perhaps their expertise has more to do with establishing well defended management positions. That’s not our desired position, we want to stand ready to cooperate productively with our employees.
We should take this legal advise with a grain of salt.February 21, 2019 at 1:48 pm #5944George TouloumtzisParticipant
hi, Gary and everyone
I’ll offer a few points about the background and rationale for this recommended Article V bylaw change from a contrasting point of view:
*The concern about employee-Directors sitting in on Executive Sessions when a co-worker of theirs was being discussed constituting a significant conflict of interest has been flagged by our General Manager, our consultant from the national co-op organization we pay for support and advice (CDS), an additional HR specialist at CDS, and the attorney at Sullivan, Hayes & Quinn (who describe themselves as having “a singular focus on employment and labor law).
*The sum of these opinions is that the co-op is in a position of potential liability if this change isn’t made.
*The SH&Q attorney we consulted retracted his initial statement that the proposed change was “inadequate” when he was provided more information (that the Board is not involved with Union negotiations and that we have a conflict-of-interest policy — not obvious because he only saw the bylaws — that applies to all Board members).
*There are already some long-established distinctions about employee-Directors contained in the bylaws: only two can serve at a time, and they cannot serve as Board officers.
*Making this change strikes some of us as a way to preserve and protect the option of having employee-Directors on the Board, believing that their presence and participation does indeed seem to provide a rich perspective to Board deliberations.
FCC Board PresidentFebruary 24, 2019 at 5:43 pm #5958Gary SeldonParticipant
Our Bylaws are like the Co-op’s constitution. The Bylaws hold what we’ve written down and agreed to. They can only be changed by a vote of the membership. It’s where we store our group wisdom.
Respectfully, I disagree with George’s characterization, the SH&Q attorney did not use the word “retract“ in his brief response to Director Emma Morgan’s lengthy take on his legal advice. His comment was on her correspondence overall, with no specific reference to his assessment that the proposed bylaw change is inadequate, that it doesn’t go far enough.
My characterization of the attorney’s brief assessment of Emma’s take, is that it was good, without serious issues.
I’d rather provide exactly what was said so members could judge for themselves, but it was distributed to the Board in an email with a “Confidential“ subject line.
Keeping things secret that don’t need to be confidential is a problem. In this case it keeps members from full information as we vote whether or not to change our Bylaws. For member/owners, Bylaw amendments are a primary way to have a say in the control of our Co-op.
It’s best when there is an open exchange of information.
To that end:
Members can see the legal advice, (which the Board agreed to make available to the membership, please ignore the PRIVILEGED AND CONFIDENTIAL labels) after page 66 of the “updated BOD packet from Dec. 2018 meeting” in the From the Board section of this forum.
I hope this link will get you to the pdf.
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