Tuesday, October 20, 2009

An Argument For A Member-Adviser Selection and Vet Process

As Directors of PEC we are wisely required to submit to background checks to determine if a past history of unlawful or illegal actions exists. We also complete Non-Disclosure and Conflict of Interest forms. These steps are part of a defined system which protects the financial interests of our members.

To ask the same of "Member-Advisers" should not be any, if much different. To call the Advisers "member-advisers" and not pay them board meeting fees, etc. creates no negligible difference in our accountability to the membership. To accept member-advisers without understanding their backgrounds, intention and qualifications is tantamount to opening the hen-house to the foxes. At a minimum this Board should consider asking of any adviser that they would:
  • Be willing to submit to a background check
  • Provide proof of PEC membership
  • Provide a professional resume
  • Sign a Non-Disclosure statement
  • Complete a Conflict of Interest form
  • Be approved by a majority vote of the Board of Directors in Open Session
If you had the opportunity to listen to the discussion of the Board concerning this topic you would have heard the argument that "in all likelihood" no sensitive information would be passed to these advisers. Sounds okay but if you listen closely you will clearly hear the hedging and uncertainty in the statement. At no time was it emphatically stated by those supporting the appointment of member-advisers that unequivocally there would be no opportunity for sensitive information to be passed on to these member-advisers.

As a Board we have already had numerous lengthy and controversial discussions centered on the use and viability of either elected or appointed advisers to the Board of Directors. It was discussed as recently as the past two monthly meetings that Mr. James Spellman's candidacy for Advisory Director would not be considered by committee until an even newer process is in place. How is this situation any different in that it doesn't have a formal process? If we are truly committed to protecting member's interests we need to formally ask and answer the following questions:
  • What is the difference between an Adviser/Member-Adviser and an Advisory Director?
  • Do the Bylaws provide any opportunity to seat advisers on sub-committees or other? What about the removal of these same advisers? Will this panel be termed as a sub-committee?
  • Will this panel/sub-committee be chaired by a seated Director?
  • Will this panel/sub-committee be approved by the Board prior to action?
  • Will there be a specific charter for this panel/sub-committee?
  • Do the Bylaws allow for compensation for non-elected advisers?
  • Will these advisers expect compensation for travel or time? Will they expect a services contract?
  • Have the proponents of the issue taken the time to consider the potential costs if compensation is to be considered and ultimately awarded to the advisers?
  • What powers are granted by the Bylaws to volunteers, advisers, or member-advisers?
  • What powers do the Bylaws give to the Board in seating/contracting volunteers, advisers, or member-advisers?
  • What cooperative policy or process discussed and defined advisers?
  • What cooperative policy or process provides the mechanism for seating advisers? We've already heard that we cannot seat advisory directors without a new policy so what governs the member-advisors?
  • How do we ensure that the advisers are competent, represent the true best interests of the membership, and that they have nothing to gain financially from the experience of being on a committee?
These are questions I asked of the Board and Legal Counsel since our last meeting and until yesterday's session I had received little to no response from either. It was only in open session that it was finally determined that the cooperative needed some controls in place prior to seating advisers.

It is unconscionable to ignore the potential ramifications of an action that could place the cooperative at risk. Since these advisers are not democratically elected by the membership I think we owe it to our member-owners to scrutinize these candidates before they are considered for member-adviser appointment.

Furthermore, neither the Board nor the committees seeking to appoint member-advisers have determined any minimum qualifications or criteria for selection. To select one member over another without any predetermined and approved process leaves the Board in prime position for accusations of bias and cronyism. If there is to be no selection criteria, no minimum qualifications, and no position description for these member-advisers then how are we to responsibly and ethically determine who to select? if we select six advisers over the remaining volunteers without a template then how will we make selections that are not based on a personal preference and that do not create a platform of prejudice? In fact, in the absence of all normally accepted criteria shouldn't we accept all twelve applicants as advisers? 


I remain very concerned by the fact that the majority of this Board is willing to push previously promised Bylaw revisions out a year, but is not willing to take the time to put into place a process that either scrutinizes or defines our member-adviser candidates. At the very least this sounds an awful lot like we are conveniently ignoring policy, procedures and processes so that we can do what want now regardless of long term consequences.

I have made my arguments in open session regarding this issue and I now believe that this Board is giving more consideration into the ramifications of putting advisers into place without proper scrutiny, and the harm that it could cause the cooperative. I do believe we have the time to make the right decisions without harming the initiatives that this board wants into place. But with the reluctance that was demonstrated by some Board members to commit to a member-adviser process that is fair, responsible and defined, I remain concerned.