[Dialogue] [Oe List ...] Revised ICA By-Laws
Martin Gilbraith (ICA:UK)
martin at ica-uk.org.uk
Mon Jul 2 05:24:43 EDT 2007
Dear all,
I too am a lurker rarther than an active contributor to this list, but I have followed this
thread with interest as Board/staff roles & relations have also been a topic for us in
ICA:UK over the years. We do not claim to have found "the answer" ourselves, but I
would share two insights which I have find helpful.
The first is that participation is as much (if not more) about process as it is about
structure - we struggled long & hard before introducing any hierarchy within our staff
team, relative to our commitment to commitment to participation. But we already had a
hierarchy in the wider organisation, required & defined by company and charitable law in
terms of the role and responsibilties of unpaid Directors. I like to think that participatory
process is possible regardless of structural relationships - although the downside is that
that applies to non-participatory process as well. So to some extent we can choose what
sort of participation we want and have it regardless of regulatory structural requirements.
The other is a metaphor I read of recently that talks of the Board & management/staff of
a non-profit being like the working parents & paid nanny (childminder) of a child. It can
be a struggle for the nanny to come to terms with the fact that it really is the parents'
child (in law even if not biologically), and it can be a struggle for the parents to come to
terms with the fact that the nanny may in fact know the child better than they do. Both
parties need to recognise that they need each other, and try to appreciate eac others'
perspectives, in order to work together effectively for the best interests of the child.
In many cases it is in fact the future staff rather than the future Board who gave birth to
the child - but whether the metaphor will stretch to adpotive parents I shall leave up to
you...
with best wishes,
Martin
Date sent: Sat, 30 Jun 2007 22:16:17 -0400
From: Duncan Holmes <dholmes99 at sympatico.ca>
To: "Dial;ogue Posting" <dialogue at wedgeblade.net>,
OE Community <oe at wedgeblade.net>
Subject: Re: [Dialogue] [Oe List ...] Revised ICA By-Laws
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> Jim wrote:
> > I wonder how other ICA's have dealt with this . . .
>
> I seldom participate in this discussion other than read. I can say some
> about our experience in Canada over the years. It may or may not have
> relevance to the discussion but it illustrates how we have had to wrestle
> with the dynamics of being a participatory organization having to make
> decisions when one part of the group was legally responsible - which I think
> is the question Jim asked.
>
> The ICA Canada board made it very clear to the staff several times over our
> history when we carried some significant debt that if push came to shove it
> was the Board that was legally liable for the organization. Any debts that
> the organization had accrued (which the staff had accrued) the Board would
> be held accountable for and would have to pay - if the debt got called.
>
> At one point some 20 years ago, the ICA Canada Board suggested that the
> organization be closed and its assets given to another charity as required
> by law in Canada when a charity is closed. The staff survived that one and
> began to work out a new way to work with the Board. We came to an agreement
> that the staff could be part of the discussions and consensus making of the
> Board and the staff would do what the Board decided to do.
>
> It was a dicey walk at times. The Board on several occasions "laid down the
> law" and made a difficult decision we as staff could not bring ourselves to
> make. They for instance said Edges could only be published if every issue
> was financially break even. The magazine at that time was causing a
> financial hemorrhage. The staff followed through and some issues later Edges
> was no longer on the news stand.
>
> In short, we as staff had to come to terms that in Canada, (and I do not
> know the USA law) staff could not legally be on the Board; the Board had
> final legal accountability; and we had to create a way to honour those
> realities as we figured out how to be operate in a participatory mode.
>
> Several years ago ICA Associates Inc., a for profit company, was in the
> situation of having to lay off staff to survive financially. We had involved
> all the staff in figuring out how to break even. The owners learned that we
> could ask all the staff for input but it was irresponsible to ask them to
> make the decision on who to lay off, when that was the only cost cutting
> measure we had left in our pocket. Those who were laid off were glad to have
> input but equally appreciative that they did not have to make the decision.
> That had to be done by the owners. It raised the question about
> participation in a very different way.
>
> That has been some of our experience. I hope it helps the discussion.
>
> Duncan
>
> Duncan Holmes is President of ICA Associates Inc in Toronto, Canada. He was
> Executive Director of ICA Canada for 15 years and is now Treasurer of the
> Board of ICA Canada. He joined the order in 1971.
>
>
> On 6/28/07 11:42 PM, "James Wiegel" <jfwiegel at yahoo.com> wrote:
>
> > It would be great, and somewhat representational to
> > sort this out. You all will remember I sent around an
> > article written by Jim Campbell describing the origins
> > of organizaitons (incorporated ones ) and how they are
> > structured in a way somewhat antithetical to
> > participation. I find I run into this quite often --
> > the formal structures of organization are quite
> > different than the way people try to operate, and, at
> > least, if you are pretending to be a 501(c)(3), the
> > board gets to decide.
> >
> > I wonder how other ICA's have dealt with this . . .
> > --- David Dunn <david at mirrorcommunication.com> wrote:
> >
> >> On 6/28/07 5:09 PM, "Judy Lindblad" wrote:
> >>
> >>> Both Institutes have By-laws. The Board of
> >> Directors
> >>> serves both Institutes. The yearly audit covers
> >> both Institutes. Both
> >>> Institutes are registered in the State of
> >> Illinois. Both Institutes exist as
> >>> separate but coordinate organizations.
> >>
> >> Hi all,
> >>
> >> "Both Institutes exist as separate but coordinate
> >> organizations."
> >>
> >> In the context of our present conversation, that is
> >> a most interesting, if
> >> ambiguous phrase. I wonder what it means legally and
> >> I wonder what it
> >> suggests missionally.
> >>
> >> David
> >>
> >> --
> >> David Dunn
> >> www.mirrorcommunication.com
> >> david at mirrorcommunication.com
> >> 720-314-5991
> >> Skype: dmirror
> >>
> >> -- THANKS FOR UPDATING MY EMAIL ADDRESS --
> >>
> >>
> >>
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> >>
> >
> >
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> > jfwiegel at yahoo.com
> >
> > Now and then it's good to pause in the pursuit of happiness and just be happy.
> > Guillaume Apollinaire
> >
> >
> >
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--
Martin Gilbraith, Director <martin at ica-uk.org.uk>
ICA:UK, registered charity #1090745 & company limited by
guarantee #3970365
registered in England & Wales, at 41 Old Birley Street, Manchester
M15 5RF
tel/fax: 0845 450 0305 or 0161 232 8444 - website: www.ica-
uk.org.uk
a member of the Institute of Cultural Affairs International
"concerned with the human factor in world development"
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