Louis-H. CampagnaLouis-H. Campagna


I will provide my answers to all three questions.

1. What does governance look like in your organization?

I am involved with a few organizations. For the purpose of this thread, I will respond from the standpoint of a Director on the Board of the small multi stakeholder zero-waste grocery store co-op located in downtown Quebec City. The name of this co-op is “Épicerie le Haricot Magique, Coopérative de solidarité” (ÉHMCS). Founded in 2017, opening for business in Feb. 2018, the ÉHMCS membership is composed of about 3000 member consumers and 2 member workers. Stakeholders include an additional 4 non-member staff. As of yet, there are no member producers (suppliers) or member supporters (community representatives), the two other membership categories allowed under the Quebec Cooperative Act. There has been discussion around the opportunity of brining at least one producer into the membership fold, i.e., a regional organic farmer’s union that could use the downtown co-op store both to sell their produce and market their offer to urban consumers. The co-op currently operates a 60 k$ monthly turnover. Margins are thin. Capitalization is still mostly start-up debt, though retained earnings are beginning to build. Governance is assured by the Annual Members’ Meeting that elects a 5 Director Board (3 consumer and 2 worker). The two member workers, who are the actual founders of the business sweat equity-wise, act as co-owners (with the rest of the greater membership), Board Directors (2 out of 5), store co-Managers (they decide the day-to-day issues). workers (they share floor work with the non-member staff), and consumers (they both purchase from the store). The base consumer membership is beginning to come “online” with a decentralized committee structure (also a component of governance), and the recent COVID-19 crisis has provided a significant influx of member consumer volunteer work contributions.

2. Does the ‘Model for Good Governance’ accurately capture governance in most organization?

The Brown Dog Consulting ‘Model for Good Governance’ may capture a certain corporate ideal, but for the moment, it has little to do with the governance at ÉHMCS, nor in fact of any other co-op I am involved with where member users always have an ownership stake and always have more of a say in governance, if only to elect the Board Directors. So, though I cannot quantify my answer at this point, my experience in the co-op domain is that of a governance model that is different from the ‘Model for Good Governance’, despite obvious ismorphic pressures, both external and internal.

3. What did you think about the governance structure of the Diefenbaker Clinic? What challenges might an organization like this encounter?

The current governance model at the Diefenbaker Community Clinic (DCC) seems at first glance to work well for this venerable institution. There is, however, space for deeper questionning.

One obvious issue is the gap in services provided: many member households do not have access to a familly doctor, the very purpose of this organization; therefore, there is an unmet need. Secondly, ownership is ill-defined. One way to figure out who the owners actually are is to use the latin tradition legal definition of ownership: usus, fructus, abusus.

Usus: who gets to use the services provided?
Fructus: who reaps the fruits, the benefits of the organization activities?
Abusus: who holds the legal authority to sell or wind down the organization?

Thirdly, I must question the Board composition. With three external Directors, and typically two worker (doctor, staff) Directors, this leaves only four seats — a minority — for the other member-elected Directors, who might not even be members, and if they are, might not be current users.

Forthly and finally, with 90% of funding and 33% of Board Directors being provided for by external stakeholders, I wonder about the autonomy and independance of this organization, a principle dear to co’operators (ICA, 1995, Principle 4).

My quick, easy fix, five-step action plan, knowing little else about the DCC (HR situation, Financial situation, Co-op Act in that Province, Regulatory environ,ent, supplier market, etc.) goes as follows:

I) An association of committed DCC member users lobbies government government like their life depends on it — because it kind of does.
II) By way of an Organizing Members’ Meeting, the association succesfully converts the DCC to a multi stakeholder health services co-operative: the DCCC.
III) The nacent DCCC considers the original 25$ member fee as a contribution to member equity; call for additional member capital by way of new or complementary qualifying member shares (users and workers)
IV) Change bylaws to create member categories: users, workers, external supporting stakeholders
V) Change bylaws to establish Board composition to three (3) external stakeholder, three (3) workers (of which no more than one medical doctor) and seven (7) member users (actual users of the DCCC services), for a total Board Director count of 13. Alternatly, for a smaller Board, reduce external stakeholder seats to one (1) — good luck with that! –, worker directors to the current two (2), and member users to the current four (4). Less change in Board composition in the latter case, but with the amount of money comming in from government, they will want their oversight capacity. Also, having the City and the community represented is value adding rather than constraining, as long as the actual users have an effective majority. This is achieved with the larger Board (13). Or go 3:2:6 and an 11 Director Board. As long as the member users hold majority.

The member users holding a majority around the Board table isn’t an absolute garantee of member user ownership and control. However, if the overriding purpose of the DCCC is providing quality healthcare to the City of Haultain community — before politics, and before consideration even of the jobs involved — then such a Board see,s like a darn good start.


“I thoroughly enjoyed the Good Governance Matters course offered by Co-operatives First. The course provided a solid background on governance generally and specific examples of good governance practices in co-operatives. It is uncommon to find governance training specific to co-operatives so this was refreshing.”

Janet Taylor (Corporate Secretary)

Libro Credit Union

“The Good Governance Matters Course was a valuable course. I shared it with the [Arctic Co-operatives Limited] Senior Leadership Team. If it ever comes up again, I highly recommend others to take it.”

Mary Nirlungayuk (Corporate Secretary and Vice-President, Corporate Services)

Arctic Co-operatives Limited

“The online course, Good Governance Matters was very informative, easy to navigate and discussed issues relevant to our needs as a Board of Directors. This course is a great tool for boards to build their knowledge to become strong, strategic boards.”

Lori Sanders (President)

Sherwood Co-op

“This course has greatly increased my understanding of what good governance could/should look like and how each part (boards, management, members) plays a vital role in the co-operative’s success.”


“This course was highly enjoyable, and relevant to working in not only the co-op space, but with any group that needs to make decisions.”