🚀 go-pugleaf

For responses to Walter's questions posed earlier, see below -

(Sorry the response is lengthy but I felt a number of items deserved fuller
clarification.)

Ken.

roberson@ibd.nrc.ca wrote:

> There are several implications to this answer:
>
> 1) That the policies governing the proxy votes and general conduct at
> the forthcoming SGM were decided at an official meeting of the National
> Board, rather than being decided outside the framework of a meeting by
> people who happen to be on the National Board. That is, it isn't a
> *policy* until it is decided at a National Board meeting. Which
> National Board meeting were the policies regarding the forthcoming SGM
> decided at, and are the minutes of that meeting available?

The National Board met by teleconference to conduct this business on January 10th.
As per normal practice, the minutes of the meeting are made part of the official
record after they are approved by the board.  This approval normally occurs at the
next face-to-face meeting of the board (it occurred on February 6th in this case).
They are then (by tradition) made available to the board for their information.
Summaries of key decisions taken by the board are communicated to members through
News from National.  The board members also have a responsibility to communicate
discussions and decisions to their interested stakeholders (sections).

> (And were
> those proposed policies "properly brought before" that National Board
> meeting) ?

Yes they were.  The purpose of the meeting, the motions and the text of the materials
were distributed to all board members in advance.  The meeting was chaired by the
President.  A significant majority of board members were in attendance.  According to
our board governance practice, appropriate motions were made at the meeting, the text
of the SGM policies and procedures was debated and amended per board discussions, and
the final text was approved by the board.

> 2) That the National Board is free to create any policy (that is legal
> under Canadian law) at a National Board meeting, by simple majority, to
> the extent that the policy does not definitely conflict with the
> Constitution of CIPS, and these policies need not have any reference to
> precedent in CIPS or to common practice in industry, and need not be
> guided even in spirit by established democratic procedures such as
> Roberts Rules of Order. Thus, the National Board *could have* limited
> Steve to (say) 15 seconds while allowing Board members to speak for an
> hour apiece. The National Board did not put in such disparate
> limitations, but isn't it true, Ken, that the National Board *could
> have* done so?

While it is true that the board had the authority to do so, the board has always
sought to find an equitable decision process.  Disparate guidelines were not ever
contemplated.  This "fairness approach" has been one of the underlying principles for
the go-forward decisions and procedures approved by the board to date.

> Isn't it the case that if the National Board -had- instituted a policy
> like that with respect to the forthcoming SGM, that the members would
> have had to call a different SGM (#2) to direct the National Board to
> amend the terms under which the forthcoming SGM (#1) were to be held
> under -- and that the National Board would be free to set the policies
> for the conduct of SGM #2, and so on, potentially recursing
> indefinitely until the next National Board election?

Yes it is true that "unfair" policies could have been grounds for members to appeal
to a second SGM to direct the board to conduct a fair SGM (#1).  This point that you
make has not to my knowledge been discussed by the board - there was no concern that
the policies would be considered to be unreasonable.  Even though this has been a
difficult and emotional issue to deal with, I feel the board has fulfilled its
leadership role in a responsible manner.

> In other words, is there not the -potential- for the National Board to
> substantially redefine the rules? If there is, then is not the National
> Board left open to the *appearance* that it is manipulating the rules
> for its own ends? Usually, serious democratic institutions codify their
> operating procedures (e.g. by adopting Roberts Rules of Order or
> similar) so as to reduce the potential for hypothetical corrupt leaders
> to take control away from the membership. Conversely, at times when the
> direction of the leadership is under question, -any- change in policy
> that the leaders undertake tends to be viewed as evidence of
> corruption, *especially* when no codified rules are in place.

In this case the board did not "redefine" the rules - it established the procedures
in the absence of any guidance from earlier boards - there were no SGM rules to
"redefine".  The board was acutely aware that it was establishing precedents and
policies that would guide any future board that was faced with a similar situation -
so considerable care was given to defining an objective and reasonable approach.

> :The board has by its actions fulfilled its governance responsibility in full
> :compliance with the Constitution.  It has provided a process for the SGM whereby
> :the full society membership can participate in this important decision.
>
> Ken, you have to realize that in the situation before you, literal compliance
> with the Constitution of CIPS is not enough. The nub of the SGM is not
> really whether Steve is or is not reinstated: the nub is the membership's
> view of the National Board. Where does the membership feel that the
> National Board is positioned on the axis of
>
>   open democracy primarily for the benefit of members
>                       ^
>                       |
>                       v
>   closed elite hidden in democratic form but primarily for its own benefit
>
> Whenever this is under significant consideration, a truly democratic
> leadership tends to react by being inclusive, confident that when a
> widest practical membership has had an opportunity to examine a fair
> and balanced presentation of the interpretation on both sides, that the
> majority of people will consider the actions of the leadership to be
> reasonable under the circumstances -- perhaps not perfect, but
> reasonable -- and so confirm the decision. On the other hand, closed
> elites tend to react by making it difficult for people to be informed
> and participate, perhaps feeling a need to Control, perhaps counting on
> people not to be upset about things that don't know about.
>
> Thus, actions of inclusion tend to be interpreted as evidence of open
> democracy, and actions of exclusion tend to be interpreted as evidence
> of closed circles.

I agree with your evaluation.  The board has indeed sought to be as open as possible
in the SGM decision process, ensuring that the constitutional requirements are fully
and unquestionably met, that all members had the opportunity to pariticipate in the
critical decisions before us, while at the same time being responsible in the use of
society resources.

> If, then, the National Board wants to be thought of as open and
> democratic, then it would be advised to act openly and inclusively. It
> would, for example, allow Real-Audio broadcasts of the proceedings to
> those who cannot be physically present. [If legal liability is a
> concern, allow each participant to choose whether or not to have their
> presentation broadcast.]  It would freely discuss reasons why it decided

> to handle proxies the way it did, instead of just saying that it was
> "in full compliance with the Constitution". It would open wide
> discussions on what it can do to avoid the -appearance- of being closed
> and selfish, and on how best to change the CIPS Constitution to avoid
> the *possibility* that a hypothetical corrupt future leadership could
> play a game of "Heads I win, Tails you lose" with the membership. And
> it would stand up at the SGM and say "We recognize this as being a
> crisis of trust and confidence in how we work democratically on behalf
> of the membership, and here are some of our plans on how we intend to
> regain that trust."

You raise excellent questions.  I'll try my best to represent the factors that
brought the board to its decisions on the points you raise.

First, you may not be aware but the board has received significant membership feed
back that the whole SGM is a waste of time, volunteer efforts and resources.  The
board has repudiated that view, and as you can see, is fully committed to providing
the full membership with a broadly accessible SGM process.  Technology additions such
as video conferencing, teleconferencing, real-audio, electronic ballotting, etc. were
considered briefly but in the end not used in favor of the traditional ballot
election process which CIPS has used successfully in the past.  Now was not
considered to be a good time to try and institute change in this process.  This
traditional approach will thus avoid legal challenges and provide an appropriate
balance for member concerns on accessibility and cost.

Regarding the question of proxies, the decision was based on our CIPS National
historical precedents for meetings of the membership and the guidelines published by
Industry Canada.  CIPS National has always followed the democratic "one person - one
vote" principle.  Given the fact that every member would be given a full information
package and have the opportunity to vote, there was not seen to be any compelling
reason to change our practice.

I personally feel that the "crisis of leadership" is recognized by the board.  The
board has clearly declared that the vote for SGM Motion 1 would be a vote of
non-confidence in the board.  You can see the seriousness of this matter on the web
site that shows the resignations of the senior board leadership that would follow the
passing of Motion 1.  I believe the commitment that the board has made to an
independent audit of the whole VP Removal and SGM process (regardless of the
membership decision on SGM Motion 2) demonstrates their willingness to learn and grow
from this experience.

> Regardless of whether dismissing Steve was or was not In The Best
> Interests Of The Membership, the National Board must address the issue
> that the way it went about it and the way it has publicly handled the
> SGM so far, have had the -appearance- of being closed and
> undemocratic.  If the National Board does not make some visible
> changes, people are going to be left with that perception long after
> the actual SGM, and that perception is going to lead to continued
> crises until it is healed.

Out of the independent review of the SGM process, I believe the board will address
the way the matter was handled.  Personally I do not feel it has been closed or
undemocratic - in fact I feel every attempt has been made to ensure the process was
open to all members and will lead to a democratic decision.  But my mind is not
closed on this question.  I am interested in your views and willing to listen to
understand your concerns and suggestions.  If you can see a way that a fairer SGM
process could have been provided, respecting the democratic principles, I would be
interested.  And I will commit to passing your suggestions on to our process auditor
for inclusion in his/her formal findings and recommendations to the national board.

Still listening to your questions and comments,
Ken Chapman, I.S.P.

--

The above message from:  Ken Chapman, ISP    chapmank@cips.ca
Director, Information Services, Calgary Laboratory Services
Chair, Software Human Resource Council
Past President, Canadian Information Processing Society
Office: (403) 209-5350   Cell: (403) 519-7748
   Fax: (403) 209-5296   Home: (403) 239-1187

Stages in the Technology Life Cycle:
  Imagine, Prototype, Evaluate, Embrace, Embellish
  Maintain, Tolerate, Disparage, Delete, Forget