Issue #2: Changes to Member Voting Rights

Update April 29 11:55 PM: IACom voted to strike the "has failed to follow BSC policy" part, and added language changing it to 2/3. While this is a slight improvement, it does not meaningfully address the substantive concerns raised here. Miguel, a staff member, accurately commented that this is a significant infringement on his union's rights to elect a representative. Kim and Alexa asserted that as non-fiduciaries, members should not be permitted to vote on this. Members should have at least as much right to elect our own Board rep, as non-member staff.

The current proposal retitles "Time of Election and Determination Procedure" to "Time of Election and Removal Procedure". The proposed Amendment is as follows:

4. 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 Board to remove any individual Board Director, not just non-students. Even if V.A. remains unchanged, this is a significant abridgement of member rights.

The proposed process is over-broad

As members of a cooperative, we have a right to elect our own Board Reps. By enabling the rest of Board to remove a sizable number of members' only representative from Board, this proposal would have a chilling effect on new and dissenting Board members' full participation in democratic governance.

Board Directors are expected at all times to act - and vote - in a way that fulfils their fiduciary duties. Every single vote is a potential test of Directors' fiduciary duties, in which the majority believes the minority is not fulfilling them.  This all but necessitates that the minority left over after every vote, is at risk of being accused of not fulfilling their fiduciary duties by the majority that voted the other way.

The current methods of removing elected student Directors are sufficient

It is unclear from the Proposal whether the parenthetical at the end is commentary or an addition to the bylaw. Far from being limited to "egregious acts", this language would allow Board to remove a member-elected Director merely if they "have reason to believe" the Director "has failed to follow BSC policy".

Our current bylaws already provide several ways to remove student Directors:

Bylaws V.A.4: By membership termination

[...] Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.

In other words: If a Board rep has their BSC membership terminated through ConCom or AdCom proceedings, they stop being Board Rep. This is the appropriate way to remove a Board Rep for violating BSC policy.

Bylaws V.A.8.: By Simple Majority, If they have missed two board meetings

The existing V.A.8, which is modified only change the numbering and remove the word "student", provides this:

8. Student Directors and executives may not miss any two consecutive Board meetings or required committee meetings. Nor a Board meeting and a required committee or task force meeting in succession. The President shall inform the Board of Directors at the beginning of each meeting when Directors or executives have missed two or more meetings consecutively. Such Directors or executives shall be removed from the Board unless the Board votes otherwise by a simple majority.

Further, this clause can be removed without adding V.B.4.

Bylaws VI.E.: By Impeachment

In addition to membership termination, our current Bylaws already provide a way to impeach student executives. This involves a petition signed by one third of Board, the creation of an Impeachment Committee consisting of Board Directors to investigate, and ultimately an absolute two thirds majority to remove an executive from office.

Policy I.C.14: By member-initiated Recall

There is a reason the Bylaws do not provide a way for Board to impeach elected Board Directors: Elected Board Directors ultimately represent members, not Board incumbents. The basic fabric of co-operative democracy rests on ultimate accountability to the membership. Here is I.C.14 of policy in full:

14.01 In the case that a unit may be unsatisfied with the actions of their Director, they may initiate a recall vote by collecting 25% of their unit’s member’s signatures.
14.02 Upon meeting the threshold of 25%, this petition may be  presented to either the unit level president or the BSC president, who shall initiate a recall vote either electronically, or physically.
14.03 A Director will be recalled and a new Director election will  be held if 60% of a unit’s members vote affirmatively to recall their  Director.

What this means: Material Loss of Voting Rights

The addition to V.B. is therefore redundant at best as applied to student Directors.
To the extent that it's not redundant, its primary function is to undermine the rights of members to elect our own Board Directors.

This provision would effectively give the incumbent Board the ability to veto members' choices of who we want to represent us at Board, unless a reform caucus is able to win an outright majority of Board seats in one fell swoop. And if that does happen, the new majority can easily purge  the incumbent minority.

We all  want to believe that nobody would do this, but bylaws exist for resolving disputes. When we are writing legally binding bylaws and policies, we have to consider scenarios where power is contested. Cooperative bylaws should be able to check and balance uncooperative behavior.

They wouldn't do that... would they?

If all this seems overly pessimistic, we invite you to read our review IACom and Cabinet minutes from 2014-2015. In Spring 2015, IACom very narrowly voted to get rid of proportional voting, contingent on a mandate [that] future VP of Internal Affairs committee work on increasing member proportionality. The referendum was sold to Board and then to membership on the promise that it was just a stopgap, minimal changes to fix some compliance issues, that would not significantly change how things worked and was "not the end game".

Furthermore, the membership during the referendum was assured that any future changes to our voting rights and the composition of Board, would require another referendum:

Will the changes to the referendum affect how we change bylaws regarding the voting rights of members in the future?

• No, the proposed Bylaw changes do not change the way in which bylaws regarding member rights may be changed. Any future changes will follow a process similar to the one we are currently using, with the same member quorum and approval thresholds. (Fun fact, membership approval of any bylaws affecting member rights is required by the California Corporations Code).

After the referendum passed, Fall 2015 IACom did not revisit the bylaws. As far as we are aware, this is the first bylaw amendment IACom has taken up since 2015.

Today there are Board reps who do not see proportionality as an issue at all, nor think it is uncooperative to shift votes from people with emotional and ideological stake in the BSC and the cooperative movement, to people with no ties to the BSC whatsoever beyond cynical financial liability. Four years is not all that long (many current members were here in 2015!), but in BSC time that is multiple generations of Board, each of which has only dim memories of the promises made by the previous one.

Suggested Alternative: Stick to Egregious Acts

For Section V.B.4, we suggest the following alternative:

4. The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled egregiously violated 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, the removal is subject to the approval of the Unit, in accordance with Board Director recall policy and Unit-Level Bylaws. tTheir 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 non-student board director may be passed by an absolute majority.
   d. The motion to remove a student Board Director may only be passed by unanimous consensus of the remainder of the Board.a simple two-thirds majority.