Discuss the proposed Coop By-laws


#1

The first draft of our by-laws are complete!

Please read about our process and download the by-laws and use this space to comment, ask questions, or propose changes.

We will be collecting input until Friday, May 10, 2019 at which point the Leadership Committee will carefully consider all proposals before drafting a final version that will go to the membership for a vote.

¡El primer borrador de nuestros estatutos está completo!

Lea acerca de nuestro proceso y descargue los estatutos 2 y use este espacio para comentar, hacer preguntas o proponer cambios.

Recogeremos opiniones hasta el viernes 10 de mayo de 2019, momento en el que el Comité de Liderazgo considerará cuidadosamente todas las propuestas antes de redactar una versión final que se enviará a los miembros para una votación.


#2

The main point of the by-laws changes, as I see it, is that our non-profit (Media Jumpstart) which was always legally the owner of May First/People Link and controlled by a three-person board, is now in full control of the May First members. That’s a major step toward our democratization of the organization and a huge change in how we are structured.


#3

It’s very exciting to see this. It think the democratic nonprofit approach is very appropriate, and it should in no way stop us from standing in solidarity with the cooperative movement. I’m so glad to see this process lead to such a sensible conclusion.

As I have previously said, I am a bit concerned about the size of the board of directors. I fear that it could lead to a conservative, low-commitment board that does not reward people prepared to offer visionary leadership. This concern can be addressed through board norms that reward risk-taking and initiative. Perhaps the easiest thing to do would be to start the board size at the size of the current Leadership Team (or even smaller), so the new board can borrow the LT’s existing norms. Then, if the board sees fit, it can move to increase its size.

I hope that next, on this basis, we can turn our attention to the economic sustainability of the organization. Given the dependence we all have on MFMT resources, we need to work together to ensure that those contributing their labor and expertise are being properly paid. This infrastructure should not rely on the fact that we have unusually generous maintainers. And we cannot stand for worker justice unless we practice it ourselves.


#4

my question (based on the nonlegal draft) is whether the term “technology” could be made more concrete without foreclosing potential avenues of cooperation, for example “digital technology”. saludos, victor


#5

Hi all,

@manfredi, do you mean the word technology in the mission statement? “The Corporation engages in building movements by advancing the strategic use and collective control of technology for local struggles, global transformation and emancipation without borders.”


#6

yes, i should have been clear that my comment is not about “MFMT” as the new name of the organization. names are always elliptical, and that’s no problem because any name means the entitiy it designates. but specifically in the mission statement, i think that it would be more effective to focus as vivdly as possible on the organization’s practical activities, of course without constraining or narrowing the vision of social change. i think that the suggested revision, “…strategic use and collective control of digital technology” is still breathtakingly broad and inspiring, but at the same time it gives a more tangible image of the actual work to be accomplished. the spanish translation need not be literal, so for example it could be “…tecnología informática…” or whatever has the intended scope in that language. victor


#7

That’s an interesting point and I don’t have a strong opinion on whether to include “digital” or not in that mission statement. I think you are right: in terms of our activities we implicitly mean digital technologies - that, practically, is our scope. However, in terms of our broaser vision of how the world should be, we mean technology in it’s most expansive definition.


#8

The board size is really an “art” rather than “science” proposal. So I’m not arguing against what you’re saying, Nathan. Here’s the target objective though.

In our organization, there are many demographic constituencies that have very little presence and power in most technology organizations. Women, people of color, lgbtq and non-conforming people, indigenous people…and then there are specific movements that are often neglected in technology organizations: artists, for instance. While we have those folks in our organization, they are not in our leadership and that’s a matter of size as much as anything else. We want to make sure we have a leadership that is large enough to incorporate people reflecting those groups in a comfortable and supportive (non-tokenist) way.

That’s part of it but there’s something “under the hood” here. The Board is not a substitute for the Leadership Committee in this concept. It’s actually closer to what we have traditionally called the “membership meeting”. It will take up very broad issues and so it will have to select a group within it to do more frequent meetings and be a kind of LC and Strategy Team rolled into one.

Again…this is not a response to you per se. It’s kind of clarification of some of the thinking that went behind this proposal. You still may be absolutely right and so we should keep talking about it.

Alfredo


#9

Thanks for the clarification. I think if there continues to be a more focused Leadership Committee within or outside the board that is empowered to provide more intensive leadership, I’m all for it.


#10

Wow. This move definitely inspires me to be more active in MFMT. I especially
would like to help grow our membership and become more active in sustaining our efforts. The by-laws look great to me and I look forward to helping in various ways toward the goal of advancing the strategic use and collective control of technology for local struggles, global transformation and emancipation without borders.


#11

Please take another look at the paragraph/Section numbering in https://mayfirst.org/files/expanded-strategy-2019/bylaws-draft-legally-reviewed-lc-approved.en.pdf. The Sections are sequentially numbered, and I don’t think that’s what you meant to do.

For example, Section 1.13 refers back to Section 2.1. There is no such numbered section 2.1. I assume 1.4 was meant to be 2.1. Section 1.13 itself is probably meant to be Section 3.2. etc.


#12

I am confused by the interplay of two sections in the Bylaws. Section 1.4(D)/2.1(D) defines members who do not pay dues. It seems the Board can nominate such Members to the membership to approve. If they’re approved, then under Section 1.13/3.2, that member gets “representation on the Board proportional to their level of membership in the Corporation.”

I’m going to assume this is how MFMT gets Primero de Mayo on the Board in some proportional fashion.

However, it’s not clear what “level of membership in the Corporation” means - it doesn’t seem to be defined elsewhere. Does that mean “how many members they have relative to MFMT”? What about other organizations that MFMT chooses to affiliate with?

If Primero de Mayo gets “proportional representation”, then as a practical matter, how is that implemented? Does that mean the 80% of the Board that is elected by the non-worker membership has to choose from separate classes or pools of candidates?

In Section 1.15/3.4, worker members get to choose 20% of the board members. Do they also get to vote in the 80% pools - effectively getting more votes than other members? Or are worker members precluded from voting for the 80% seats?

It may make more sense to have separate classes of Board members, that everyone votes on. One class would be the “proportional” pool for Section 2.1(d) members, another class would be the 20% pool that only workers can nominate for, and the remainder would be “at large” open to nominations from non-worker MFMT members only. And then all members can vote in all the classes; it would just be the nominations that would be given to the different classes.


#13

First - ack, you are absolutely right about the mis-numbering. I suspect this is a Word (our laywer)/Libre Office (me) snafu. I’ve requested a PDF of the final version directly from our lawyer and will repost when I get it.

As for the confusion you raise - thank you for bringing this up. We should change the language to avoid any confusion and consider steps to simplify.

I’ll state/confirm the intent and maybe we can figure out ways to make it clearer.

First - yes, you are right - these provisions are intended to make legal space for our bi-national relationship.

Second - level of membership refers to the number of members in good standing. If 800 members pay dues to the US entity and 200 members pay dues via the Mexico Coop, then the mexico coop gets 20%. If there were more coop/membership organizations that we chose to have a special arrangement with, then we would continue dividing proportionally by the number of members.

In terms of the mechanism… you have to be a member to be nominated, and if Mexico has 20% of the votes, then we must end up with 20% of our board members being members who are members via the Mexico coop.

So, if we go into an election with 20% allocated to Mexico, we would have to have at least 5 candidates from Mexico. After tallying all the votes, we would first give seats to the highest vote getters. However, if that meant not meeting the 5 people from Mexico rule, we could have to bump up the Mexican candidates until we met the minimum.

Having explained all of this, I’m intrigued by your suggestion of separate classes of board members that everyone votes on. I think it’s worth discussing. What do others think?


#14

Thinking about it some more, I’m not sure it makes sense for MFMT members to vote on the board reps from the worker or affiliate classes. Maybe they should just elect their own reps to a set number of seats. Why should MFMT members vote for worker reps, or Primero/affiliate reps?

I want to make sure i understand the Board math completely with a concrete example. Let’s say there are 25 Board seats, and 800 MFMT, 200 Primero members. Would this be correct?
20% “off the top” for MFMT workers: 5 seats
80% of 80% for MFMT: 16 seats
20% of 80% for Primero: 4 seats

So basically MFMT and affiliates get to seat 80% of the Board?


#15

Alfredo, I agree wholeheartedly that moving to a coop structure is a big advance in democratization, but as a long supporter and user and worker in food co-ops, I would also caution that things can go wrong in them too. It is all really a matter of how involved the coop members are in the actual running of an operation. There will always be people and factions who try to gain control, and they are able to do so when most members just use the coop for the services it provides, but don’t do the work of being owners.

The other thing is that no matter how democratically an organization is structured, the larger it is in terms of both geography and numbers, inevitably there will have to be some smaller group, whatever it is called – a steering committee, an executive committee (ugh!), a leadership team, an advisory body – will come into being that will have to deal with smaller issues that come up. The risk is that this body will gradually take on bigger and bigger issues, leaving the membership out of the loop. Again, this can be as much, or more, the fault of the members as or than the smaller group’s doing. If the members leave to much to a smaller sub-group, they will be inviting that kind of a divide.

How to guard against this trend common to so many coops, I do not know, but I just point it out as a matter for attention and concern.

Dave Lindorff
thiscantbehappening.net


#16

@luigibai-htx - Yes, those example numbers look correct to me.

And, I agree about the entire membership not voting for the worker seats. I think in the interest of simplicity and ensuring the workers are properly represented, that the worker seats should be chosen by the workers and be independent of any of the other restrictions (gender, race and regional representation). Since the workers are elected by a body with strict representational requirements, I’m expecting that the workers themselves will have enough diversity to ensure a reasonably diverse pick of representatives for the board.

I still think we are left with the question of the remaining 80% at large. I agree with your initial critique: we should not put them all in one pool and then manipulate the results to ensure the proper reprsentation. I think that’s confusing and even when it is done fairly has the appearance of trickery.

I like your idea of dividing the nominees into two (or more if we have more special relationship organizations) pools and have the nominees compete with the other members of the pool.

However… I do like the idea of the entire membership voting in all pools. I like this idea because it allows for cross border political alliances to form. I would like to encourage members in both Mexico and the US to organize together for a slate of candidates based on politics.


#17

I’ve re-uploaded the by-laws, now with proper numbering. The spanish version seems to not have been affected by this problem. If you are still getting the wrong numbering try clearing your browser cache (that was happening to me) or open with a different browser.


#18

Sorry I am making comments at the last minute but I wanted to cite a couple of things.

Section III.4 goes into details about different term lengths for Board of Directors seats and their different classes but it makes no mention of term limits. In theory, under the current reading anyone can be re-elected to the Board of Directors at the end of their term. For me this prompts the question, why have different term lengths at all? The term lengths seems to make the process much more complex and difficult to follow.


#19

Another separate comment.

Section IV.2 Establishes the creation of the “Worker Committee” . I feel like this title gives the false impression that the committee is composed entirely of workers which is not the case. In fact, while workers may vote for committee seats there is no guarantee that workers are included at all on the committee. To do so may or may not represent a conflict of interest but that is not clarified in the document. I think this committee should be renamed to “Worker Review Committee” or “Worker Liaison Committee” or something that more appropriately describes its composition and function.


#20

Woops… well, the leadership committee voted yesterday on the final changes so I’m not sure we can get anything in but let’s discuss this anyway and see where it leads.

On the first comment… I agree that the paragraph is a mess and would love to simplify it. It’s true, there are no term limits in this document. However, the by-laws do specify staggered terms to ensure that the entire board doesn’t turn over in a single year - the goal is to ensure a degree of continuity and avoid a situation where every board member is having their first year on the board.

As for the worker committee - the document does specify that workers are guaranteed 2 of the 5 seats. But I agree that the name is confusing. I would be happy with either of your suggestions.