Submitted by Yvonne Sabraw.
The following motion was made and passed at the June 18 AGM:
“That any co-op member who is presently and actively involved in Sunnyhill remediative or legal processes be precluded from consideration for nomination to the board until such time that the processes the member is involved in have been permanently resolved within the community or external agencies or organizations. And that if any current Board member is actively involved in these processes they are suspended from the board until such time as these processes have been permanently resolved.”
I believe it is instructive to look at this as an example of why our Co-op should not make policy in a rush.
Members must be given a heads-up that a motion is being made on important policy so that they can think about the meaning, the wording, the application, etc. ahead of the meeting. Ideally 10 days so it goes out with the agenda, but even 24 hours is still better than springing it on people at a meeting. In this instance, the motion was made to try to prevent Philip Cox from running for the Board. He made his intentions known on June 7 in the SHC Voice. There was time for those writing the motion to get it into members’ hands before June 18.
We make general policy in order to address a singular situation or person at our peril. Certainly a specific problem can nudge us to close a gap in our policies somewhere. That might even be the case here. But there are better ways to address singular situations. Arguments challenging Phil’s nomination could have simply been made when he was nominated. Raise the specific concerns, ask him to answer each one. Instead we now have a policy to address one situation that could be used in ways we haven’t considered.
The policy’s wording is problematic
“Remediative” is not a word. See Webster’s dictionary.
if we mean “mediation” we should say mediation. If we mean “processes to remediate a problem,” that is casting a very wide net and needs to be defined.
the word “actively” is redundant
“processes have been … resolved.” Processes don’t get resolved. Processes end. Conflicts get resolved.
the word “permanent” is excessive. Only time will tell if a conflict was permanently or temporarily resolved. If something is resolved, it can be considered resolved until proven otherwise.
4. Some immediate problems with this policy come to mind:
one could argue that being involved in mediation in the co-op demonstrates good will and intention to resolve disagreements. This policy implies that a member presumably trying to resolve disagreements would be kept off the Board, while a member refusing to engage in “remediative processes” would not have this policy applied to them and be free to run.
we leave open the door to members regularly challenging those who are already on the Board, rather than building the Board’s ability to recognize when Board members should recuse themselves from a discussion. We need to build trust in our community, trust in our Board. Transparency, communication, processes such as recusing oneself, are ways to build trust. For example, the argument that a Board member could not reasonably have access to the Board email if they are in mediation is a bit of a stretch. The fact is that Board members could open the Board email at any time and learn information that affects them as people (ie learning my best friend and neighbour is in serious arrears). If there is a declared conflict of interest, it is not impossible to have the Board take the extra step of having one Board member always scan email and put anything pertaining to mediation involving another Board member into a separate file.
if the Board DOES play a role in mediation, do those Board members who simply volunteered to represent the Board have to step down temporarily, even if they are not personally involved in any disagreement?
we have no mechanism in our bylaws for Board members to come off the Board temporarily. Are those positions then required to be filled temporarily if it leaves more than 2 positions open?
I think there may be good reason for us to not have people on the Board at a time when they are part of legal action by or against our co-op. We could consider making it a reason for “Disqualification” under section 12.5 of our bylaws. And that brings me to the most important consideration about what happened at the AGM when this motion was passed: The election and qualification / disqualification of directors is a matter of BYLAWS.
Bylaws have rules about how and when they can be made / amended /repealed and what must be done after we change them. Those rules are in the Cooperatives Act. Changing bylaws is “Special Business” as per the Act. The following, from “Cooperatives Regulation”, 24(1) lists what isn’t Special Business. 24(2) makes the point that making and amending bylaws MUST be Special Business. 24(3) indicates that the kind of motion that was made at our AGM would have to be sent out when the notice of the meeting was sent out. (And according to our SHC bylaws, that is 10 clear calendar days)
Special business
24(1) All matters dealt with at a special meeting of a cooperative and all matters dealt with at an annual meeting are special business, except
(a) consideration of the financial statements
(b) an auditor’s report
(c) the election of directors
(d) the remuneration of directors and delegates
(e) the appointment of an auditor
(f) the approval of patronage returns if the by-laws require member approval of patronage returns,
(g) consideration of the minutes of the previous annual meeting,
(h) consideration of reports of directors or standing committees, and
(i) any other matter that the by-laws specify is not special business.
(2) Amendments to articles and the making of by-laws and amendments to them may not be specified under subsection (1) as matters that are not special business.
(3) Notice of a meeting of a cooperative at which special business is to be transacted must (a) state the nature of the special business in sufficient detail to permit the recipient to form a reasoned judgment about the special business, and
(b) subject to subsection (4), contain the text of any special resolution to be submitted to the meeting.
So, we must now deal with this. We can use it as a learning opportunity for ourselves about generally how we should go about making policy in our co-op. And we need to address that the way this motion was presented and passed at the AGM broke the rules of the Cooperatives Act. This whole thing must be revisited.
