Standing Rule Changes

The items below are all topics which have come up during recent board/exec meetings, or through conversations among board members and staff. the most recent version of the standing rules dates to Fall 2008, and was meant to bring the standing rules in line with the practices of the board. Since that time, several more questions have come up which are not clearly answered by the standing rules.

Review staffing contract annually

NP does not hire staff, but instead has a contract with NASCO Education (NE) to use that staff. This system was set up nearly 10 years ago, so that NP, NE, and NASCO Development Services (NDS) would be able to operate more efficiently, and also so that the organizations could take advantage of a shared set of strengths among staff members.

At the start of 2010, the fact that the staffing contract was long expired came up, and that it had been several years (and a lot of growth and change) since the contract was last updated. The exec and the staff suggested changes which would bring the contract closer to the reality. One of these changes reflects a change in the NP lease with member coops: making the contract "perpetual", so that it goes on until either party wants to end it, rather than needing a renewal every year. This would avoid any more embarrassing situations in the future, as future staff and boards are just as likely to forget this as the past ones.

If the contract goes on in perpetuity, or until one of the parties requests a change to (or termination of) the contract, it would make sense to schedule a regular review of the contract. There are already items in the NP Standing Rules which recur every year, and it would be simple enough to add this as one of them. The review could be in a meeting, by email, by the exec, by the full board, etc. One suggestion would be to have the full board review the contract each summer. This would let all board member see the contract, and would take place during a meeting with the space for it. The other two full board meetings are Fall (which is only one day long and has officer elections built in) or Spring (which is when the annual budget is passed).

Review NP GM job description annually (suggest summer)

The current draft NASCO Staff Policy (awaiting final approval as of this writing) on the NP General Manager reads:

"The NASCO Executive DIrector (NASCO ED) will appoint one staff person to serve as the NASCO Properties General Manager (NPGM), who is responsible for overseeing all NASCO Properties activity. The NPGM is accountable to the NASCO Executive Director. The NASCO Properties board will advise the NASCO ED in hiring and evaluation of the NPGM. If the NPGM is also the NASCO ED, the personnel committee will serve as the de facto supervisor."

This is both the policy for how to balance the need of NP to have some influence over their General Manager, and also the need for NASCO staff to be accountable to one person (the NASCO ED). One way to think about this would be to say that the NPGM is not a job description among the NASCO staff, but a role given to a member of NASCO staff for the work that they do with NP. In other words, Jim Jones has long been the NPGM when working with NP. On the NASCO staff, Jim is the Director of Properties and Development.

The Staffing contract between NP and NE should be reviewed annually, and the NPGM role is one of the most important services provided to NP in this contract. NP would need to be involved in the evaluation of the NPGM. Because the person filling this role is not the employee of NP, this person can not be directly evaluated by NP.

It is suggested that the board evaluate whether the NPGM position is satisfying the needs of NP as a part of reviewing the staffing contract. While the NP board cannot fire the NPGM, it would be possible to provide an evaluation of how well the needs of the organization are being met through the staffing contract, and to recommend an action to the NASCO ED.

E-voting quorum

The current NP policy on voting over email reads:

"Motions before the board which the board is deciding electronically and in writing shall have a stated time frame for the count of the votes included as a part of the motion, and all persons voting shall be able to communicate equally with all other persons voting, unless stated otherwise. Quorum shall consist of the entire board or committee which is considering the motion. All votes shall be approved by simple majority."

Since this policy was created in fall of 2008, several unanswered questions have come up.

For example: a motion is made over email, and the motion states that voting will end after 5 days. After 5 days, 4 board members have voted, with 3 yes votes and 1 no. 11 board members have not yet responded to the email. Does the motion pass? In other words:

• • Is a non-response an abstention?

  • Does a non-response mean that there was not an "e-quorum"?

  • Is a non-response to be assumed to be a yes or no vote?

If a non-response is considered an abstention, this would mean that it does not count for or against the motion. The standing rules state that in the absence of a specific policy, NP will follow Robert's Rules of Order, which state that an abstention has no effect other than to count for quorum. If the vote was 7-0-8, the motion would pass with those 7 yes votes, assuming that if the abstainers wanted to vote no they would have done so. The NP board could also create a standing rule stating that Robert's Rules is not to be used in the case of abstentions. Robert's Rules also states that a failure to cast a vote is an abstention.

Proposal- Non-responding board members in electronic votes are considered to be abstentions.

Considerations:

* Allows for faster voting

* Is the logical interpretation of our current policies

* Allows for motions to carry based on very few board members

* May or may not be consistent with the intent of the board

If a non-response is an absence, rather than an abstention, then there would be a lack of quorum in the scenario above with the 4-1-11 email vote. If this were the case, there could be a few changes to the policies to clear this up. A lack of quorum for a vote could result in some extension of the voting period. It might also make sense to institute a policy for the minimum length of time for voting on any email vote. What is not an option is to require that abstentions have to be explicitly written in, both because this is inconsistent with our default-to-Robert's-Rules policy, and because board members not responding to emails is the root of the problem.

Proposal- Non-responding board members are considered to be absent from the vote, and count against quorum. Board members who explicitly respond with an abstention do not count for or against the motion, but do count towards quorum.

Considerations:

* Would delay the completion of a vote until enough board members have responded to constitute a quorum.

* Is also consistent with the NP standing rules.

* Would ensure that the majority of board members participate in motions.

Other possible proposals:

* Institute some ways to encourage participation in email votes, such as requiring [VOTE] in the subject of the email. This assumes that board members are unaware of the votes being held by email.

* Rule that abstentions count for or against motions.

* Eliminate email votes.

* Other?

Perpetual Ownership by NP

This section does not mention ownership of property independent of NP. Suggest changing to "NP intends to serve as a permanent owner to the houses it buys. NP does not anticipate selling off houses to local co-ops. Rather, for the properties owned by NP, NP envisions the Master-Leasing option as the most independent stage of an NP leasing co-opʼs an NP-owned property's development. Any coops which operate in partnership with NP are also encouraged to consider purchasing or leasing properties which are not owned by NP.