2009 Election Bylaw Amendment: Term Limits

Term Limits

The Board of Directors recommends adoption of the following new bylaw, instituting term limits for directors, because it believes the rationale for imposing term limits is stronger than the arguments against.The pro and con arguments are below.

Article III - Directors

Section 2. Director Qualifications Each director's membership is for a three (3) year term unless she or he resigns, is removed, or is otherwise disqualified to serve. No director shall hold membership for more than three (3) consecutive terms, or nine (9) consecutive years. However, this term limit provision shall be waived in the event that acting on the term limit policy would cause more than two (2) vacancies on the Board of Directors. If in any given year more than one director triggers the term limit policy, and acting on the policy would create more than two (2) vacancies on the Board of Directors, the term-limited directors shall draw lots to determine which of them shall be allowed to run for reelection so as to limit the Board vacancies to only two (2). After a period of one year or more absence from the Board, a director may be reelected to the Board for an additional three (3) three (3) year terms.

Approved by Board of Directors May 20, 2009

Rationale for Voting Yes on Proposed New Bylaw

1. Term limits benefit individual directors because they can:
   • Protect directors from appeals to a sense of duty or guilt when an individual is ready to move on; and
   • Provide sufficient time to grow and contribute substantially; and
   • Attract prospective directors with the assurance that the commitment is not "lifetime."
   • Directors who want to serve longer than three terms are able to run for election again after a year has passed following the end of their third term.
2. Term limits benefit the board as a whole because they can:
   • Insure periodic introduction of new energy, viewpoints and diverse skill sets;
   • Force departure of disengaged or non-functioning directors;
   • Enable a board to revitalize itself without generating ill-will or bad feelings;
   • Keep the board transparent by preventing institutional knowledge from being vested in a few;
   • Create a culture in which rotation and turnover are deemed good for the board.
3. Term limits benefit the Co-op as a whole because they can:
   • Maintain integrity of and fidelity to democratic process, because they increase opportunity for more members to serve; and
   • Protect the organization from standing still due to either a balance between entrenched management and an entrenched board or from dysfunction between entrenched management and an entrenched board; and
   • Eliminate incumbent directors' inherent advantage for continued reelection and retention.

Rationale for Voting No on Proposed New Bylaw

It is preferable to keep the current policy of "no term limits" because:

1. It's not broken, so why fix it. The Wedge board has not had a need to limit the re-election of a Board member:
   • In the last twelve years, 9 people out of 30 left before their terms ended
   • Only 3 out of 30 served longer than the recommended 3 terms.
   • The board presently has the power to remove a poorly-functioning Board member if necessary.
2. Not restricting board terms benefits the individual directors because:
   • Directors need time to build institutional knowledge, grow into leadership, and develop critical relationships. Even people with strong resumes in other organizations will have a significant learning curve in the unique organization of a co-op.
   • Directors will be more motivated to commit to organizational initiatives and organizational changes if they feel they have the time to make these things happen, and see them through.
3. Not restricting board terms benefits the Board as a whole because:
   • High-functioning board directors will continue to contribute and provide stability.
   • Directors with more experience will bring deeper insight to the board.
   • With both incumbents and newcomers running, there will be more good people to choose from.
4. Not restricting board terms benefits the Co-op as a whole because:
   • Keeps the power of choice and options in the hands of members. Members have full power to decide if it's time for experience or "new blood" to prevail with the democratic process of voting.
   • An experienced strong board will keep the balance of governance; if there is only "new blood" on the board, then the function of governance might shift away from the members.