Issue #4: Accountability for External Directors
Once an external person becomes a Board Director, they have equal power to every other Board Director. They'll be able to vote on committees, vote and run for Cabinet positions, and nominate the next external Board Directors. They'll be able to vote to remove student Directors from our own Board.
In the "Rationale" section of the proposal, the proposal's authors explain:
Currently, the BSC Board (as elected by the membership), the highest governing body of our organization, has not had full authority of who is brought in as non-student directors. The BSCAA President can appoint a BSCAA member to serve on our organization’s board without our consultation or approval. In addition, the BSCAA Board Director will then serve at the pleasure of the BSCAA President rather than the BSC elected leadership. Because outside advice is so important, we want to make sure we are asking for, and approving, directors who have the expertise and experience that can move our organization forward. This is not to say that we have had issues in the past, but rather we want to provide future student leadership with the agency to compile a Board that best fits the membership’s wants and needs. This is only possible when member-elected Board Directors have the sole authority to approve new Board Directors.
The motivation for eliminating the BSCAA-appointed position seems to be shifting control back to elected leadership. We applaud this goal. However, as written, this proposal does not restore control by membership - rather, it substantially erodes it.
Proposed language makes it harder to replace external Directors
In our current bylaws, the Board of Directors may remove the Alumni Directors at any time ("they shall serve at the pleasure of the Board of Directors"). The current version of the proposal removes this language and replaces it with specifies semesterly reviews makes it harder to remove external Directors:
The term of office of these Directors is from the day after the Spring semester contract ends to the end of following Spring semester contract, to be voted in by the previous year’s Board at the end of the Spring semester.
By specifying a term of office and specific times when external Directors can be elected, this language unintentionally prevents such votes at other times of year and forces the addition of the impeachment process language elsewhere. Both should be removed.
Proposed language allows non-members to sit on Cabinet
The authors presumably thought that by giving discretion to Cabinet and the previous year's Board and adding a way to remove individual Board Directors, the proposal would keep these external Board Directors in check. Unfortunately, that isn't what this proposal would do.
As VPCF's email confirmed, once an external person becomes a Board Director, they have equal power to every other Board Director. They'll be able to vote on committees, vote and run for Cabinet positions, and nominate the next external Board Directors. They'll be able to vote to remove student Directors from our own Board.
If you want to have a class of external people who give advice but don't control the organization, "Board Director" is not the title they should be given.
Proposed language dramatically erodes accountability to membership
The proposed Amendments to Section V.B. would significantly erode member control. Here is the current proposal for V.B.:
- Student Directors shall be elected by their units during the Spring contract period and shall take office at 12:00 a.m. on the day following the final day of the Spring contract period. Directors shall leave office at 11:59 p.m. on the final day of the subsequent Spring contract period.
- Student Directors shall be elected by the current Membership of their units via a minimum one week online election under oversight of the BSC President.
- Any unit may request a determination of its membership. The unit shall then elect, or seat if previously elected, any additional Directors that such a determination shows that it is entitled to elect. Such directors shall take office immediately.
- The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled their fiduciary duties (which may include but is not limited to undisclosed conflicts of interest, substantial negligence or lack of attendance), or has not fulfilled the roles and responsibilities written in this section, V.A. and V.B., of the BSC Bylaws. Director removal may only be considered if: cabinet places it on the board agenda and the agenda is approved by a simple majority, OR if the Board of Directors places it on the agenda by a two-thirds vote.
a. The Board of Directors must be given two weeks notice before the vote to remove ensues. If the Director being considered for removal is a Student Director, their unit must also be given two weeks notice of the vote.
b. The individual Board Director under consideration for removal must be given voice in person or in writing, prior to the vote, to offer their circumstance and plea on their behalf.
c. The motion to remove a board director may only be passed by a simple two-thirds majority.
There is a significant omission in provision 4 of this section: This proposal allows a simple two-thirds majority of Board - meaning as few as 14 people - to remove any individual Board Director, not just non-students. Remember that "The BSC Board of Directors" here would not only refer to Directors elected by the membership, but to external parties with no connection to the cooperative movement.
This means unelected non-members would be able to vote to remove elected BSC members from our own Board.
Even if section V.A. remains unchanged, this is still a dramatic change to member rights - see the Page on Impeachment for more.