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Governance Council

This is an archived page. Please do not edit it. Any updated version of this page (later than version 7) belongs at GPC Governance Council, where it should incorporate themany edits by Bill Hulet who is a noted foe of participatory democracy and consensus decision making, and answer to those in detail as well. Living Platform itself does not advocate Hulet's views.


Introduction

Purpose

The purpose of this document is to propose and plan a shift from a working GPC Council to a governing Council.

Version Notes

This is version 7.

Version 7 integrates new material from several people such as Michael Pilling and Dave Greenfield since the document was put on the wiki.

Version 6 integrated new information about the incorporation of the function of chief agent, the creation of the Election Readiness and Campaign Team (ERCT), and requirement to establish a liaison process between Council and the management staff. This version also reconsiders the functional titles of councilors that the previous version tried to eliminate.

Reference

The material herein is drawn from working NGO experience and textually from Roles and Responsibilities of Not-For-Profit Boards, a workbook on board development produced by the Board Development Program at Alberta Community Development. The text below is adapted to the context and the terminology of the Green Party of Canada, but the notions and specifics are the same.

Experience elsewhere

Almost all organizations including NGOs, community groups, political parties, and businesses struggle with governance and the burnout of leading members. As their group grows, they invariably move from a working board to a governance board as laid out in this document. This movement to a governing council is not a threat to the culture and principles of the Green Party, but as a means to govern itself effectively.

Governance and Power

A political party is inherently an organization whose purpose is to obtain and wield power to achieve a stated aim, sustainability in our case. To earn the respect of voters, the Green Party should demonstrate that is can wield and employ power in a way which is consistent with our stated principles and values - among these are Grassroots democracy and decentralization.

The mode of governance in our organization defines how power can be and should be used, and achieving a good governance structure is critical in executing the will of the membership, being effective and efficient in achieving the objectives, and being accountable for its actions and decisions.

Types of power.

The easiest way to describe power is the ability to enact change.
  • Authority: being powers specifically granted by party bylaws or the constitution.
    • Executive power: The power to make or change the rules.
    • Administrative power: the power to administer the rules.
  • Influence: being informal power to affect decisions by persuasion, charisma, or lobbying.

The appropriate governance structure will recognize and define who has power and how it should be used. Clearly defined executive and administrative mandates will avoid the misallocation or abuse of power, and enable the organization to respond quickly and effectively when decisions need to be made. Guidelines for the appropriate and inappropriate use of influence such as outlined in a conflict of interest policy are also part of a good governance structure.

The division of powers in a political party.

In a political party, the hierarchy of power should be as follows.

  • The Membership assembled at general meetings elects the governance council, amends party constitution and policy, and passes directives which apply to various elements of the organization. It has the power to override decisions and redefine the power and governance structures of the party.
  • The council designs the high level administrative structure, hires the executive staff, establishes federal committees, and approves the annual party budget. It retains the strategic power of governance to set the direction and tone of the organization according to the mandate given at the AGM. The council also monitors the results of the other delegated powers versus the wishes of the members and the objectives laid out in the constitution.
  • The executive staff wields and delegates administrative power (e.g. allocating the approved budget, implementing directives), hires additional paid and volunteer staff, and makes operational decisions. The General Manager is hired, not elected, and is accountable to the council on behalf of the paid and volunteer staff for administration and operations.
  • Departments and committees are responsible for the tactical implementation of activities in their mandate. If delegated by the GM, they report to and are accountable to the executive staff. If delegated by council they report to and are accountable to council.

Types of governing bodies

  • External governing agency: a body which administers national laws which apply to the organization, such as elections canada
  • A board of directors or a "governance council" represents the members who have a stake in the organization but no involvement in day to day decision-making. Typically elected at a general meeting, they have the mandate to appoint and oversee the executive, ensure proper reporting is taking place, and that the bylaws of the organization are upheld. While they do not actively implement strategies, they accept ultimate responsibility for the performance of the organization. Board members are usually not paid a salary, but may receive an honorarium or have expenses compensated to facilitate their involvement.
  • An executive council or working council, normally found in smaller organizations, handles both the functions of a board of directors and the executive staff.

Each type of council has a different organizational structure and operating culture. Selecting the type of council we want has significant implications for the council members, in terms of mandate, job descriptions, and lines of authority.

Working Council

  • The GPC currently operates with a working council as it sets policy and then executes decisions either directly or through working committees. A working council holds the strategic power of governance and the executive power to execute its own decisions. Council members are elected to specific functional portfolios such as administration, communications, and membership. Councilors participate directly on working committee and the lines are blurred between policy decisions and operations.
  • The council carries out the day-to-day work of the organization with the assistance of staff and volunteers. Subordinates report directly to council members as functional department chairs. Council together or individual council members hire and fire staff and even discuss individual salary levels.
  • A working council is typical of a small young organization. The key volunteers build the organization, make the decisions and do most of the work. But as an organization grows in size, scope, and complexity, the working council no longer matches the needs of the organization.

Possible problems with a working council.

  • Attention deficits: volunteers may have insufficient time and focus to keep up with all the details of the organization and to share their time between strategic planning, monitoring progress and actually doing the work.
  • Lack of Timely decisions: organizations often need timely decisions, but bringing a large groups of volunteers together to meet, even by phone is difficult.
  • Decision bottle necks: a lack of time or volunteer capacity can lead to a backlog of decisions that need to be made, thus leading to organizational paralysis.
  • Conflicts of interest: conflicts occur when an executive committee makes decisions with no overseeing body. Conflicts can arise where the executives interests are not parallel to the interests of the organization. It is very difficult for an executive council to both manage and monitor performance of managers.
  • Burn out: As the demands of the organization grow, volunteer councilors burn out from the workload, the conflicting demands, conflicting loyalties to members and staff, and a long list of unfulfilled mandates.

Governance Council

Large organizations invariably move to a governance council, a body that sets the medium to long term priorities, monitors performance, creates and amends the organizational structure, hires the executives, approves budgets, ensures that bylaws and directives are upheld. The governance council does NO OPERATIONAL WORK! The strategic planning and monitoring are enough work already.

  • Responsibilities of a governance council:
    • Uphold the organization’s purpose, continuity, progress, and identity.
    • Remain connected with and attentive to the needs of the members.
    • Articulate and communicate the (internal, but not necessary the political) vision of the organization.
    • Focus on the whole organization, rather than on issues of interest to individuals.
    • Direct the organization’s work by approving organizational policy and monitoring its progress.
    • Be responsible for their own council management and act with due process.
    • Avoid making management and operational decisions.
This governance shift and the delegation of tasks to the General Manager should not in itself cause an increase of our operating costs because operational functions performed voluntarily by councilors today could continue to be voluntary but under the direction of the GM.

Possible problems with a governing council.

  • Not paying attention: When a working council gives up responsibility for making day to day decisions, it does not give up its responsibility to monitor and oversee that good decisions that are being made. A governing council frequent dialog with the management staff and effective reporting and monitoring tools.
  • Lack of objectivity: while moving to a governance council should help avoid direct conflicts of interest, it does not necessarily mean that councilors will be always offering objective or independent thinking on reports that are presented or problems that are taking place. Councilors should avoid trying to influence each other or the executive, and provide the maximum opportunity for second and third thoughts.
  • A rush to judgment: the nature of a governing council is that it should not have to make snap decisions – whenever possible, the governing council should empower its executive to deal with emergencies and be able to provide sober second thought.
  • Internal factional disputes: if the governing body has difficulty making decisions because the group is sharply divided, it should seek outside consultation.
  • Lack of clarity in decision making while the councils decisions will be at a strategic level, decisions must be worded carefully to avoid ambiguities and give clear direction – remember that they are binding instructions.

Federal Council Committees

A governing council is expected to strike and mandate committees of council as required by the organization. See committee structures for further details on developing committees.

Types of committees

There are two types of federal committees.
  • Standing committees: these are more or less permanent committees, expected to continue work year after year.
  • Ad hoc committees: committees with a specific and timely purpose, which are expected to carry out a specific task, and then will be disbanded.

Committee Composition

In either case, in striking a committee, the federal council should define the following:
  • How the committee is populated: this includes how members are added (who decides who is a member), how members may be removed, the term of membership, etc.
  • How the committee makes decisions: by consensus/by voting, who chairs, what rules of procedure apply, etc.
  • The mandate and/or objective: standing committees have a mandate, ad hoc committees an objective.

Administrative committees.

The executive staff may form committees of staff and volunteers for special purposes such as membership services, or organizing the AGM. Council members do not normally participate in these operational committees because councilors are already busy enough on policy and strategic issues. If a councilor joins an operational committee, they must leave their council hat at the door and focus on operational issues. They are reporting to the executive staff and not the other way around.

Implementing the Governance Model


Functional titles in a governance council

The members of a governance council are not elected to an operational portfolio as all operational functions have been delegated to the general manager for execution by paid and volunteer staff. Instead, councilors sit without portfolio as they represent the broad interests of members.

There are a few exceptions that are better described as council functions rather than organizational functions: council chair, council secretary, president (explained later), leader (spokesperson), and treasurer, international secretary. For example, the treasurer serves a council function in preparing annual budgets for council consideration and monitoring the GM’s progress on the current budget, but the treasurer performs neither bookkeeping nor reporting functions.

As an option to respect the history of the Party, councilors may still be elected with our traditional titles, such as Membership Chair, but only because such persons chair relevant governance sub-committees of council as explained above. They report to council and recommend policy and strategy for approval by council; but these committees and the councilors perform neither administrative nor operational functions.

Such titles are not necessarily announced in the council election process. Such roles can be decided internally by the elected council at its first meeting. Candidates for council may have unspoken hopes for a particular function on council, but they can request those roles at the council’s first meeting.

Electing a Governance Council

Between AGMs, the council is a delegation of members to govern the organization. Instead of electing councilors to functional portfolios, the council election should focus on communities of members to ensure adequate and effective representation of our members. There is however a risk in this process of dividing the Party into so many interest groups and factions that it would make the size of the council unworkable.

For the sake of effectiveness, the council should be limited to these 24 positions.
  • The five council functions: chair of council, secretary, francophone secretary, president of the Fund, treasurer, leader, international secretary.
  • Ten provincial and 3 territorial representatives.
  • and 5 members of council at large, elected by the general membership. The purpose of this group is to diversify the council membership and broaden the perspectives. The council recruitment effort (not the elections committee) would deliberately invite members to seek election to council in order to provide diversity such as, but not limited to, gender parity, youth participation, senior wisdom, aboriginal representation and balance among anglophones and francophones.
  • Among the regional reps and members at large, all councilors are permitted to take on various roles and subcommittees such as membership chair as explained above.
  • There is an opportunity to achieve some gender balance by making the President the deputy-chair of council and a mandatory gender balance between the chair and President.

Regional Representation

An objection can be raised about the fairness of the regional representation on council (ie: one rep per province no matter the population or membership). Regional representation on council is done deliberately to balance the power of the membership. At a general meeting, we want one vote per member. The delegate system will ensure that large EDAs, be they in populous areas or not, will send votes according to their membership, or at least according to their ability to organize delegates.

The regional reps on council will govern the party between general meetings, ensuring that the group thinking in populous regions does not disadvantage distinct regions. This regional representation on council must be highlighted to people who object to the delegate system to demonstrate that we have two tiers of decision making that balance each other.

Incorporating the official agent

At this time, the Official Agent is one elected person who personally holds all the assets, debts, liabilities, bank accounts, signing authority of the party. To protect the personal liability of any one person, it has been determined that the function of official agent will be incorporated as the Green Party of Canada Fund.

To ensure proper governance, the Fund is a membership based non-profit corporation with a board of directors. The Fund will be the entity that holds all assets, liabilities, contracts and legal responsibility of the Party. It also is the administrative arm of the Party as it employs all staff, receives all donations, and writes all cheques.

Liaison between Council and staff

The staff are the employees of the Fund; the Fund is an arm of the Party and is subordinate to Council. The liaison between the two is through the board of directors of the Fund. The President of the board of the Fund is also an elected voting position of Council. The Treasurer, an elected position of Council, also sits on the board of the Fund. In addition, the Council appoints a Vice-President of the Fund to act as an assistant and backup to the President and perhaps train a future President.

The board of the Fund is still a governance function. It is a subcommittee of council that recommends financial and management policy and budgets to council for approval. It oversees the operational arm of the party, specifically the general manager and the executive staff. It also serves as the governance liaison between the general manager and the council. We don’t want the GM calling any council member for direction. The council chair is too busy managing the council. So the GM needs a contact person for direction, and that is the President of the Fund, or otherwise called the President of the Party with a vice-president and a treasurer as the liaison team.

The ERCT

In concert with the culture of the Party to work by committee, an executive management team was put together called the ERCT with three subordinate administrative committees: money, message, members. This is quite compatible with the governance model and helps organize the staff into appropriate functional areas. However, such a management group should not include elected councilors. Rather, this executive management group or groups should be composed of executive staff and senior volunteer advisors who have substantial experience in green party principles and processes. The ERCT reports to council.

The chair of the ERCT is effectively the general manager described in this document.

Changes required to the Party constitution

The GPC constitution needs amendment to restructure council, eliminate functional titles, add the position of President and treasurer, and govern the Fund. That being said, governments need to move slowly. Changes to Constitutions need to be done even more slowly. Regardless of whether or not a change is necessary, time and due process are important. The AGM of 2004 mandated a Constitutional Review Committee to receive representations and design a constitution that better serves the current needs of the Party. The CRC will deliberate in 2005 and present a constitution to the members in 2006. Presentations on the governance model will be made to the CRC.

The volunteers in a governance council

The current GPC council structure, at least the functional job descriptions, attracts people who have strong organization skills and functional interests. But a governance board is different. It should attract people who are good communicators, are people oriented and have strong long term planning and visioning skills. The councilors need mixed backgrounds, some with a long term history of the party for the sake of continuity, and others who may be new recruits who have unique perspectives or strategic skills.

Although not illegal, it is a strong tradition for council members to NOT be paid staff people. It is critical to avoid a conflict of interest, or even the perception of a conflict of interest as the perception can cause as much damage to the organization’s credibility in the eyes of the members. Depending on the budget and the demands we place on council members, an honorarium is sometimes considered for council members as long as it remains equitable and general for the whole board.

Current council members must understand that their jobs will split in two. They will have a decision to make in terms of their activity in the party. Some may wish to continue with council under the new strategic job description. Others may prefer the notion of hands-on work and may leave council to seek paid or volunteer staff positions under the direction of the GM. Council members do not normally occupy volunteer staff positions as this will create work overload and a conflict of interest, perhaps not financial, but at least a conflict of bias between the strategic decisions and the tactical needs in the organization.

Balance of power and checks and balances

As with any corporation or NGO, there is always the risk of any one person or small group concentrating a disproportionate amount of power and directing the GPC in ways that are incoherent with the values, the policies, and grassroots principles of the party.

Types of control tools

Three types of controls are required to ensure the integrity and effectiveness of the power bases and their governance within the Party:
  • Active and vigilant participation by everyone.
  • Clear, effective, and efficient democratic processes.
  • Administrative checks and balances.

Vigilance

When the membership, the council and the staff participate actively and vigilantly, no one person or group has free rein. This is developed through a culture of broad consultation, personal involvement, and mutual respect, trust, and confidence. Such a culture is neither automatic nor assumed. It is developed with deliberate actions such as written ethics guidelines, workshops on active democracy, newsletters, and public presentations by the leadership.

Democratic processes

We know that we want to evolve our democratic process from 100% consensus where individuals hold the power of veto to majority. A challenge remains in defining this democratic culture including of general meetings, council and committee. Who defines the culture? How is it adopted by the party? The easiest method may be an organic evolution nurtured by messages from progressive leaders in the Party and confirmed by the constitutional changes outlined below.

We have a major problem when 180 people travel long distances to an AGM and spend a day on deciding how to decide. A second dysfunction of our AGM and council is the tradition of absolute consensus whereby individuals can overrule the democratic majority. We need to implement democratic processes, specifically one person one vote, whereby dissenters accept to support the majority decision. Our growing and diversified Party needs constitutional changes that will engage broad debate, empower the members at the EDA level, make majority decisions efficiently, and respect the opinions of informed dissenters.

Constitutional changes for democratic processes

Several constitutional changes are required to:
  • Bring forth resolutions and agendas to meetings, both general and council, with sufficient notice and background to allow for consideration.
  • Implement a delegate system that will allow all members to send their vote to general meetings. More consultation and debate is required to determine if we keep the mail-in ballot system along with a delegate system.
  • Implement a new decision making process at general meetings, and perhaps even council meetings, to be more efficient and productive. The Bonzer or Robert methods are examples of such systems. The Party may have to let this matter evolve by adopting something like the Bonzer method for the moment and growing into something better as our experience dictates.

Checks and balances

Administrative checks and balances are procedures that ensure appropriate and efficient consultation on decisions, expenditures, and public communications. It typically involves a sign-off by two or more stakeholders. Periodic reporting procedures provide all stakeholders with summary reports on decisions, expenditures, and communications made in other departments. It is useful both as a monitoring tool and as an internal communications tool to build better cohesion. A collection of such procedures surely exists in certain NGOs. The Party could review current systems and select or adapt the tools to fit our needs.

Conclusion and Action Plan

  • Review this plan with council, staff, and members for feedback, improvements and adoption.
  • Develop a communications plan to promote and assist the governance shift as an enabler of our grassroots potential.
  • Hire a general manager and delegate selected council admin functions to the GM.
  • Develop and implement a transition plan to move the current working council to a governing council within the context of the current constitution.
  • Integrate the new council structure proposed herein into the constitutional review.
  • Conduct council elections in 2006 with the new council definition.
  • Develop a grassroots and democratic ethics program to build a culture of collaboration.
  • Implement a delegate system in the constitution.
  • Implement an efficient decision making process, perhaps the Bonzer method, allowing room for evolutionary improvements.
  • Investigate and implement administrative checks and balances.
  • Invest in council training, especially along the content of the workbooks on board development from Alberta Community Development.
  • Develop and implement a councilor introduction manual, a council evaluation tool, a governance policy and council ethics manual, a general manager evaluation/performance review.

Respectfully submitted,

Tom Manley
GPC Deputy Leader