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    • #7092
      Jen BudneyJen Budney
      Participant

      Hi everyone, let’s see if we can have a discussion in a single thread – it might make a conversation between multiple participants easier.

      You can consider any or all of the following questions:

      What does governance look like in your organization?
      Does the ‘Model for Good Governance’ accurately capture governance in most organizations?
      What did you think about the governance structure of the Diefenbaker Clinic? What challenges might an organization like this encounter?

      Hit “reply” to this post to engage in a discussion with your course-mates!

      Thanks!

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    • #7104
      Louis-H. CampagnaLouis-H. Campagna
      Participant

      Hi,

      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.

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    • #7111
      Kathy LittleKathy Little
      Participant

      I am employed by our local Chamber of Commerce which is governed by a 12 person board. To sit on the board you must be a member of the Chamber the exception is one seat which is available for a representative of the town. Outside of the board the staff consists of the Executive Director (ED), two department managers, a membership coordinator and a bookkeeper. The ED reports directly to the board. The board is not involved in day to day operations. The two department managers do participate in the strategic planning session.

      I feel that the “model for good governance” does reflect governance in most organizations.

      The governance structure for the Diefenbaker clinic appears to follow the model for good governance. However there are imbalances within the accountability and empowerment. The main challenge it faces is not being able to fulfill its mission of providing health care to its members (lack of accountability by directors). Directors not requiring accountability from the manager for this inability to serve the members. I think a strategic review by the board is required.

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    • #7114
      Donna SmithDonna Smith
      Participant

      The governance model on my Board is a strong representation of the model presented to us. Through efficient leadership and a strong positive relationship between the CEO, the staff and all Board members, it serves us well. Not to say perfection is 100%, as it is sometimes challenging to remove oneself from operations, but the occurrence is rare thus far in my brief tenure.

      I have sat on numerous Boards over the years and found that the Model does not capture most organizations. A lot of these have been non profit Boards and often board education has helped, but must remember also in nonprofits the Board is sometimes performing a lot of the operational work.

      At first read I was thinking the Diefenbaker Clinic had a pretty odd structure, and would like to know if there are any sought after skill sets or experiences that were looked for in Board members. But perhaps compassion is the first one? I’m not sure, and would be curious how members are recruited.

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    • #7135
      Lyle OlsonLyle Olson
      Participant

      I believe the governance model used at FCL is a very good model that is very well illustrated in the pictorial: a good downward flow of EMPOWERMENT, a good upward flow of ACCOUNTABILITY and good inter level flow both up and down.

      ” Model for Good Governance” captures the structure in in the coops that I have been involved in . It doesn’t capture the structure
      found in many other (particularly community) organizations.

      A few thoughts on Diefenbaker Clinic:
      -It is not uncommon for Funding groups or bodies with a vested interest to be appointed to boards.
      – While it might be helpful to have a doctor and a staff member on the board, it could lead to potential conflicts of interest or aboard controlled by employees. This should be addressed in bylaws.
      – Elected directors should be members thereby having a true interest in the organization.
      – Utilization of service should be a benefit of membership

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    • #7186
      Sarah FirbySarah Firby
      Participant

      Looking at the governance structure of FCL, I think it has developed in its relationship with member Co-op’s (its owners). Similar in structure to individual member Co-op’s, FCL is governed by a board of directors. Empowerment becomes a cycle for growth between both the owners and the organization in that support in development of products and services can help to empower member Co-op’s to enhance their offering.

      I think the model for good governance is at play for many organizations, Co-op and not for profit from what I’ve experienced.It would definitely be great hear an example from the group of an organization where it may not be present or could improve to better understand the model.

      In terms of the Diefenbaker Clinic case, the governance structure of the board is very interesting. It would be neat to be a fly on the wall during board discussions to watch the dynamics of the group and how those dynamics may affect decision making.
      In situations like this where board members are appointed by certain groups, has anyone in the group encountered if parameters are usually set for eligibility? And if so how specific? It’s healthy to have differing perspectives on the board, but I do especially appreciate the perspective from an employee when making board decisions in this case. This group has the ability to see opportunities for improvement first hand.

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    • #7187
      Sarah FirbySarah Firby
      Participant

      Lyle, you have a great point on conflict of interest among employees as well as board decision making. It’s an interesting situation where members, most-likely patients, elect their family doctor and may potentially sit on the same board as their family doctor. How that relationship evolves, and that dynamic affects decision making would be interesting to see.

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    • #7382
      Walter PreugschasWalter Preugschas
      Participant

      I’m on our local county council and its common practice for county and town reps on various boards and committees to be appointed. Its kind of convoluted but for the most part works not too badly. In some cases it takes work to focus on the same path because everyone has their constituencies to represent.

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    • #7423
      Jim RossJim Ross
      Participant

      In addition to the discussion around how many bodies you have on the board and who they represent is for a board to be able to perform a needs assessment so that hopefully you can assemble a board characterized by independent and balanced competencies to match the needs of the organization.

      Lack of formal board of director training and competencies seems to be the root of a lot problems. You can have variations of governance models depending on the life cycle or type of organization.

      It’s easier to present a great model than finding competent people that can sustain it over multiple succession cycles.

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    • #7427
      Reba PlummerReba Plummer
      Participant

      What does governance look like in your organization?

      I am involved in the governance of three co-ops; Urbane Cyclist Worker Co-op, the Canadian Worker Co-op Federation(CWCF), and The Co-operators.

      In the Worker co-op, governance is formalized yet informal. It is often difficult to know which hat one needs to be wearing when making a decision as roles and responsibilities are intermingled.

      At CWCF we have transitioned from an operations board to a governance board. With the help of the ED and staff we have developed strong oversight policies and procedures.

      The Co-operators has strong, formalized governance practises including regular education sessions. In the fall we had an excellent session on the role and duties of directors. We reviewed the importance of good faith, that good faith requires diligence and how much diligence is enough. We discussed dual director duties (almost all directors at The Co-operators serve on their member board of directors). The dilemma of candor vs confidentiality – a director may not remain silent when information is materially relevant even if it is protected by confidentiality – the duty of candor clashes with the duty of confidentiality. Most importantly we discussed the notably increased board duties under the new OFSI Corporate Governance Guideline including: not just Approve strategy but Approve and Oversee and not just Review and Discuss Operational Policies but Provide Challenge, Advice and Guidance to Senior Management.

      ————————————

      Does the ‘Model for Good Governance’ accurately capture governance in most organizations?

      In theory this captures governance but in reality there is a lot of overlap of the different groups and the flow of accountability and empowerment are not equal. Accountability is often pushed down ultimately to the staff. The same way that empowerment often stays with the owners. The people with the money (ownership) have the power and the people doing the work have little say (empowerment).

      ————————————-

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

      Strategic miss – not serving (all) the folks the clinic was created for. This is a blind spot for the board.

      The organization may encounter restricted funding if it is not serving the whole community. Competing organizations may spring up and take on some of their work, They may become irrelevant if they do not serve their members.

      3+
    • #7478
      Cheryl WallaceCheryl Wallace
      Participant

      I think good governance depends on the industry / organization and regulations. As Shelley mentioned credit unions have strong roots and history in their communities but have responsibility to the regulator. As an accountant there are many more regulations now due to poor governance in for profit organizations. Not for profit organizations have a differnt role and set of regulations they need to follow particularly if they are a charity.

      As far as the case there are too many board members that would have a conflict of interst and not a member at arm’s length. Even if they had a strong conflict of interest policy it would be too challenging to work around it. There are implied rules that a doctor and employee are elected. It is not typical to have an employee on a not for profit board. I would suspect the doctor is a contractor.

      Great to see the variety of organizations participating in this and their governance structures.

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    • #7479
      Cheryl WallaceCheryl Wallace
      Participant

      I think good governance depends on the industry / organization and regulations. As Shelley mentioned credit unions have strong roots and history in their communities but have responsibility to the regulator. As an accountant there are many more regulations now due to poor governance in for profit organizations. Not for profit organizations have a differnt role and set of regulations they need to follow particularly if they are a charity.

      As far as the case there are too many board members that would have a conflict of interst and not a member at arm’s length. Even if they had a strong conflict of interest policy it would be too challenging to work around it. There are implied rules that a doctor and employee are elected. It is not typical to have an employee on a not for profit board. I would suspect the doctor is a contractor.

      Great to see the variety of organizations participating in this and their governance structures.

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