How the Berkeley Coops Lost Proportional Voting

I’ve compiled an extensive set of references and excerpts from minutes of committees, Cabinet, and Board to reconstruct how exactly the BSC went from direct democracy to an electoral college-style board without proportional representation. This post is a summary.

The changes are both procedural and cultural, but the single biggest procedural change was the bylaw referendum that took place in Spring of 2015. A dissenting comment from the page set up by proponents of the restructuring summarizes (emphasis added):

The current bylaw review was motivated by a recent attempt by the ED to unlawfully replace the Summer Board of Directors with a body of six individuals not elected by the membership. I am one of the three members that opposed this illegal action and helped reverse it. The legal review of our bylaws that followed uncovered several other long-standing noncompliant sections that need to be fixed. This proposal appears to fix the compliance issues, but also eliminates every significant guarantee of member control and democratic process in the BSC. The drafters promise the mechanisims of member control will be restored in the future, but if this referendum passes the membership will be powerless to ensure that ever happens. The law has no concern for member control or democratic process in an organization like ours, be we should. A set of bylaws that is legally compliant and preserves our organization as a member-run and member-controlled one is possible, and we deserve the chance to at least see a ballot that presents this option.

I very much want to blame the ED (Executive Director). I think she deserves blame. But after reading through all the pertinent minutes from every Cabinet meeting that year, I don’t think it’s as simple as one malicious person methodically seizing power. Even if we model the ED as malicious, these changes made it through several layers of democratic votes, and it’s highly unlikely that all of the hundreds of people who voted for the referendum were methodically trying to consolidate power in someone else’s hands. The reality is much more sobering: certain structures and environments can lead even well-intended, cooperative-minded people to act in ways that are functionally equivalent to what they would do if they were simply power-hungry or complacent.

Kim Benson’s initial promotion to ED appears to have been uncontroversial, even among people who have vigorously opposed her down the line. I was also intrigued to learn how different the original bylaw proposals looked from what eventually was sent to the membership:

Cabinet 10/30/2014 - proportionality was a core goal

Kim: We’re also looking at another model of increasing the size of Board to maintain proportionality.
Evan: Do you know if any of these fix our compliance issue?
Mohana: Most of them would fix the different amounts of compliance issues, and some of them would fix the Cabinet-as-governing-body issue.
Anthony: What’s the skeleton of the second expanding Board idea?
Kim: The basic idea is to preserve proportionality, so the crux of it would be to use Kidd as a baseline and result in a Board of 75-80 people.

At Cabinet 12/4/2014, they discussed what would eventually become the only option on the ballot - as an obviously unacceptable option.

Dash: There should be a null hypothesis issue that keeps the current structure and corrects the compliance issues as minimally as possible.
Mohana: IACom discussed this and decided that it wasn’t viable because to do so would under-represent the apartments, a vast section of our membership.
Kim: If you keep the same structure, you lose a lot of the representation, such as the Kidd / Stebbins imbalance in representation. IACom felt that would be highly unpopular in some of the units.
Mohana: When you consider serving the membership, it didn’t seem responsible.
Natalia: I’d like to see small-group discussion where Board members can engage directly with IACom members about these proposals.
Anthony: We discussed a null hypothesis and concluded it was demonstrably and clearly inferior to the other options because of the disproportionality. We intend to present it as a negative option.

A general membership meeting took place in February 2015. In Cabinet's reflections, they characterized member-proposed alternatives as mostly non-compliant, and lamented that there hadn’t been enough time to get everyone up to speed enough on the legal issues to have the feedback be meaningful.

Anthony: I would add that people seem very down for compensating Board reps, and they liked the idea of a small Board, but they want somebody dedicated to central information in their house, for sure. Many people were upset with the process and central governance in general. They don’t like how things sit underground while we work on them and then come out with urgency at the end of the semester. They also found a lack of access to the Board agenda.

On 2/10/2015, IACom voted 4-3 to eliminate proportional voting via roll call, without suggesting a replacement but mandating that “future IACom” revisit the changes and devise an acceptable scheme to restore proportionality. The combination of the belief that this was a temporary measure, and the pressure and fear stoked by the corporate lawyers advising them to pass something immediately, enabled this vote to pass:

Brad: Motion to eliminate the need for roll call votes.
Aireal: I strongly oppose, feel it’s deeply tied to board proportionality, so eliminating will affect proportionality in the future.
Anthony: is this including proportional voting?
Brad: The two are the same.
Matt: I don’t feel comfortable getting rid of it until we remedy the situation. I can’t see this affecting us in the next six months.
Mohana: I hear both of your concerns, which is why we looked at board structures last term. This is one of our most important legal compliance issues. I think this is something we should do now as a stopgap measure knowing the next IACom will come up with structures to maintain democratic member controls.
Anthony: Motion to table the consideration of the discussion until the IACom poll closes.
Aireal: It should be closed by Saturday since we’re having another meeting on Saturday.
Brad: So we’ll have to meetings to discuss this item?
Brad: Getting down in the dirt and re-writing this, there’s so much tied to the existing structure and we’d need to do a lot of work on the fly. This means we’ll have to write two versions of the bylaws based on either case, or pull an all-nighter. I wish we were writing something more encompassing. I see roll call voting as problematic, as it puts every board decision in jeopardy.
Kim: I agree this is one of the largest compliance issues we have, and we’re trying to address these issues as our fiduciary duty of the board. In practice, we don’t use it very often and it’s used in controversial topics which people are passionate about and we shouldn’t be using it in these cases. We should continue to look at board structures that represent people well, and we haven’t come up with one that people agree on so we should be sure our organization needs to be compliant.
Mohana: We don’t have time to table these decisions and meet our deadline. I strongly believe we need to do this tonight.
[...]
Matt: I hear what you both are saying. What do you think of mandating the next IACom to come up with a solution to increase membership? Roll call is largely symbolic and the rest is super non-compliant. Can we do something binding for the next IACom?
Jon: My personal resignation to removing the Roll Call, because we’re voting on board structure changes. We need
Mohana: the board structure changes would.
Aireal: I don’t think that I’m being non-compliant, I’m not comfortable.
Mohana: Bring back to original
Anthony: We could direct IACom in the fall to deal with this, but we can’t direct the board to be interested in restoring proportionality. I disagree roll call votes are symbolic, since we choose to use it in controversial votes. We have a lot of people who would vote no on this. I want this in the referendum with assurances of proportionality.
Kim: I do think the roll call vote is largely symbolic, I think we can do much better. The right to come and speak and share opinion has more weight than a vote. During roll call houses are not allow to instruct their houses how to vote, so I don’t think it actually does what we think it does, because the board has fiduciary responsibility to be legally compliant, and roll call is not compliant. We’ve worked on this for most of an academic year, so your fiduciary duty is not to put it off for the future.
Brad: There’s a divide, but it shouldn’t be between something bad, I think we should either delay it or do it poorly now. I’m’ uncomfortable saying let’s do it half-assed so it has to be re-done later.
Jon: Can you repeat it?
Matt: Let’s do what I said earlier: let’s mandate future IACom bylaw draft proposal to eliminate roll call voting.
Matt: Direct IACom
Brad: Motion eliminate all instances of roll call voting and proportionality vote in our bylaws.
Matt: and mandate future VP of Internal Affairs committee to work on increasing member proportionality given that we do not.
Vote on voting on the motion
5-2-0
Vote on motion
4-3-0 motion passes

At the Board Meeting on 2/26/2015, Cabinet presented this “null hypothesis” proposal to Board, and Board raised serious concerns before ultimately voting to send it out to the membership, based on the same empty assurances that this was a stopgap that was legally required:

Matt: This isn’t the end-game. We’re re-drafting our by-laws, which are meant to be vague, are meant to be a guiding document for our institution that we don’t change all the time. The smaller stuff will go into policy. If you think of something that will make this organization function better, I recommend you start working on some policy. We’re trying to get the stuff out right now that needs to be in the by-laws because it’s hard to get a referendum out there.
[...]
Jake S: As a member, I’m being asked right now to give up my basic democratic rights with the promise that this isn’t the end-game. I want that to be more specific, I want more description from IACom about how that will work before I give up my rights for nothing [...] as power doesn’t give itself away easily.

The last argument presented before the vote is particularly interesting:

Anthony: In December, you asked us to do the minimum-change possible by-laws proposal. I’m not going to say we did that, but we changed this in response to that. The result is a meticulously researched set of changes that are in the law. Eventually, we’ll have to pass these, and the question is, do you want to be pushed into this by an attorney general or do you want to pass a document created by motivated, dedicated students? I recommend this one, as it’s the best option.

In short, do what the state might force us to do, well before they force us to do it, so that it feels like a choice. Voluntarily vote away your own voting rights because someone else might make take them away later. Note that this is the same Anthony whose comments from the IACom meeting suggest he was one of the “no” votes on eliminating proportionality. Well-intended, democracy-oriented comrades are not immune to the pressures of crisis mentality, false urgency, and simple exhaustion when immersed in these spaces for long enough. This isn’t about intent, and none of us should think we are immune.

At the Cabinet meeting on 3/15, they discussed the unrealistic fear driving votes, but ultimately convinced themselves that the fearmongering was justified and doubled down.

Spencer: There’s some concern about the way that our education is being phrased to members, even Board reps. As Kevin pointed out, at the Rochdale council meeting there was a Rochdale Board member that thought the BSC would shut down if we didn’t pass the by-laws. That indicates a misunderstanding even from the Board reps who voted to put this towards referendum. We should talk about how to get the word out.
[...]
Spencer: If there is misunderstanding, that means that members are going to feel this is a gun held to their head. That is going to cause a reaction in houses like CZ to not vote. We need to address that attitude.
[...]
Anthony: I wish I had thought of this earlier, but it makes sense to go to dinner line-ups with these explanatory posters to catch people when their have downtime. As far as the tone of our efforts, I’ve been arguing that we need to not rely on the possibility of losing our tax-exempt status, since Brad Caftel has said that’s not a real possibility. It’d be nice to get a written statement from him to clarify that and send it out the membership. We also need to stop using that possibility in our informational resources.
Ari: That idea is coming from the infographic because it says it. And it is a possibility, so I don’t think we should keep it from the members. But if somebody were to ask me what would happen if this doesn’t pass, what should I say?
Kim: We’ve already sought legal advice from multiple attorneys on this. Giving the membership more information after we’ve created this wealth of information seems unnecessary. Losing the tax-exempt status is a worst-case scenario. The likelihood is low, but it’s possible if somebody has an axe to grind. An organizational audit could create many more problems that we don’t know about yet, and that could end up being worse than the financial burden. But we shouldn’t force people into it. However, the longer we’re uncompliant, the longer we’re liable for having Board decisions overturned. Brad used some language in IACom that was more about us trying to ensure our democratic processes have integrity and are compliant with California laws, so that people can’t challenge our decisions as an organization. So the threat is that we would waste tons of organizational resources and staff on a costly audit. The other issue Brad Caftel raised is that our insurance companies would raise our insurance, but not getting insurance means not operating.
Spencer: Does anyone else have a similar type of question as Ari? Unit member questions they don’t have the answer to or aren’t sure about?
Anthony: So, a specific worst-case scenario would be an insurance broker realizing that they could ask the Board to change a policy for insurance reasons, and then the membership could overturn it via referendum, and then based on that denying us insurance.
Ari: I’ve also heard from multiple people that we haven’t been audited in multiple years, who says it’s going to happen soon, so why can’t we spend more time to work on it rather than pass it now?
Spencer: That’s basically what I said in the Voter Information Guide.
Steve: I attended a workshop with the Attorney General last November in which they said they’re ramping up audits. She basically flat-out said there would be way more than there have been in the past. I’ve heard it’s worse than having the IRS come in. They look at organizational practices I don’t even know how to prepare for.
Kim: One of the key differences now is that it’s widely known our by-laws aren’t compliant. We’ve put it all out there, and said it’s a risk. So if somebody has an axe to grind, they could start making complaints. Now that we all know we’re not compliant, we have to keep that publicity in mind.

By this point, it seems Anthony had become a True Believer:

Anthony: The whole committee was very divided on this issue of doing everything now or holding back, and it came down to a 4-3 vote to include everything. That’s indicative of a strong sentiment among those elected by their houses that member rights are a priority. By making these legal changes now, next semester the committee will be able to focus on member involvement, which is what everybody wants, without having to get up to speed on all these legal issues.

Six semesters later, nothing has changed yet. So what happened that fall? I didn’t try to read all the minutes (yet), but the first meetings of Cabinet and IACom set the stage:

8/27/15 Cabinet: Kim summarizes important policy changes and fails to mention the wholesale disenfranchisement of the membership

Kim: We’ve had some large policy changes in the past seven years, as well. There was a lot of deferred maintenance with the creation of the ED position and long-term staff retiring. We’ve been updating all the job descriptions and pretty intense employee contract negotiations a couple years ago. We’ve created new senior manager positions and VPs and re-themed Cloyne. You all should try to read up on history and be a resource to your members. There’s the Green Book and old minutes, as well as the hazy memories of old co-opers. Where we’re going and the next chapter of the BSC is what you make of it, so be intentional and you can shape the future.

9/14/2015 IACom: Not even on the agenda. Fall 2015 IACom had no returning members except for Kim and Aireal, who had become chair. At no point that semester was restoring proportional representation at Board discussed within IACom, which was instead consumed with bringing policy inline with the new bylaws and addressing contract negotiations with staff. I’ve reached out to Aireal and hope to learn more soon, but it seems likely that it simply never reached the threshold of urgency to make it back onto the agenda in a crisis-driven institutional culture.

So four years later, we still have that “stopgap” and nearly everyone who remembers the promises that were made to revisit proportionality has graduated. Democratic accountability is more tenuous than ever. Cooperative democracy eroded itself - all without the need for a villian.