Bylaws with a Twist: Non-hierarchical Bylaws in a Hierarchical Legal System
If you think bylaws and policies are dull and dry, think again! I recently had a fascinating and challenging experience co-developing by-laws with one of the oldest non-hierarchical student groups in Montreal: The People’s Potato.
by Adri Lukács
In 1999, a group of Concordia University students passionate about vegetarian food and anti-poverty politics started The People’s Potato, a by-donation vegan lunch service aimed at providing an alternative to corporate cafeterias. Founded amid a growing anti-capitalist movement on campus, the initiative sought to actively engage in food politics and address poverty. Over the years, The People’s Potato has evolved from a small volunteer collective to a workers’ collective of nine employees who operate non-hierarchically with equal decision-making and shared responsibilities.
And this is where it gets interesting. The challenge we faced was figuring out how to respect the organization's culture, decision-making, and power relations, which have been working exceptionally well for decades while ensuring that by-laws were legally sound and that the role of the board of directors was clarified. The requirements of non-profits in Quebec at the board level are inherently hierarchical, with Executive positions holding more responsibility than other positions, for example. We wanted to ensure that we could protect strong and highly functional consensus-based decision-making methods while complying with Quebec nonprofit law's hierarchical paradigm.
Challenge #1 - Division and implementation of Roles and responsibilities between board and Staff
Like many organizations, a staff-run non-profit may have minimal responsibilities assigned to the board members, which can raise concerns about the organization sufficiently empowering it’s board of directors to do its “due diligence”. In the case of the People’s Potato, the board was there to carry out some legally required responsibilities, but the bulk of the decisions and power was heavily concentrated within the employees, aka the collective. Naturally, coming to terms with the fact that a mere “rubber stamp board” where board members were too often not aware of important legal matters that implicated them signalled a need to re-think power dynamics in the organization.
Why share the power when things are working so well?
Takeaway #1: There are legal requirements that must be met, and those are non-negotiable. Additionally, organizations must provide their board with regular updates and access to important information to empower them to make informed decisions around matters such as finances and HR. This allows the board to share some of the workload and to be more engaged. When they are more involved, they are more informed and invested in the organization. Who wouldn't want to delegate some tasks and oversight responsibilities to the board, which ultimately alleviates some pressure on the staff? Also, as a fee levy group funded by students, the board helps the organization remain accountable to students and ensures they stay informed. This adds to the spirit and balance of the non-hierarchical nature of the organization.
So why is it a challenge to involve the Board in more decision-making?
Challenge #2 - Trust the process - and your board
Being a nonprofit requires having a board of directors that is seen by the law as ‘above’ the workers. For example, the board members are the legal employers in the organization. Meanwhile, in non-hierarchical organizations, there can be a strong pull to not allow any group to have ‘power over’ another.
The collective operates autonomously, runs smoothly, and has minimal staff turnover, making it feel like a second family for its members. Additionally, collective members tend to stay in their positions for multiple years. However, the reality of the board of directors is a different story.
As a student fee-levy system is the primary means of financing the organization, the board must be composed of Concordia University students to some extent. Therefore, it there is frequent turnover and some absenteeism at the Board level during the summer months, making the organization vulnerable and clunky in different ways. This has also caused the staff stress and slowed things down in the past.
No wonder the staff had pushed back against the board having certain decision-making power, as some staff members have been around for over a decade.
Securing continuity and reliability by the board had to be reflected in the bylaws. Implementing fixed one- and two-year terms for board members and ensuring that at least two board members are around for the summer period created reassurance to the staff that they will be well-supported year-round and for multiple years. We worked hard to implement clear guidelines for signatories and developed a decision-making matrix that furthered the collaboration between the board and staff and the clarity of roles and responsibilities.
Takeaway #2: Understanding and implementing the difference between the roles and responsibilities of the board and the staff is crucial for trust building within the organization. Further policies and procedures can be developed to clarify decision-making processes. Don’t shy away from having hard conversations. Once you pass the messy middle, you will find your organization in a much better, more connected place where the power is really shared.
Challenge #3 - Consensus all the way?
Even within the organization, accurately depicting how decisions are made collectively through consensus, which is inherently fluid, into a more static, codified form as required by the laws governing non-profits posed a challenge. Finding a way to maintain the freedom to adjust and adapt based on the collective's needs at a given time while also codifying enough to support a clear framework was difficult. For instance, at the collective meetings, the staff follow consensus-based decision-making processes, which, for someone experiencing it for the first time, can seem lengthy, time and energy-consuming. However, for The People’s Potato it has been working for decades. As for an Annual General Meeting, their members elect Board members through ⅔ of all votes.
Takeaway #3: Consensus-based decision-making remained the organization's primary way of decision-making, especially regarding day-to-day operations. However, for other significant decisions, including electing new board members, receiving ⅔ of all votes is sufficient. This ensures that the organizational decision-making is still consensus-based, but when decisions need to be made in a timely manner with dozens of people, such as at an AGM or a Special General Meeting, Robert’s rules can also be used.
Finding ways to comply with the law governing non-profits while not watering down commitments to horizontal distributions of power was by far the most challenging aspect of the work. However, being truly committed to sharing power and hearing all diverse voices can push organizations forward to create more democratic and legally conforming bylaws where consensus-based decision-making is still at the heart of the organization.