Thursday, September 12, 2013

Island Corridor Foundation voting structure as a model of how First Nations and Local Government can cooperate

I am always interested in seeing how different organizations deal with how the member voting works when there are issues of who the members are and how they are represented.   A big problem often comes when First Nations and local governments try to work together because of relative difference in sizes between them.   Lacking a good mechanism to make the relationship a true partnership means many attempts in cooperation are stillborn.

The Island Corridor Foundation is an equal partnership of local governments and local First Nations and owns the E&N railway and it has managed to function as a governing partnership for ten years now.   For this to have succeeded for so long means they may have a model in place for others to follow.

Core to successful partnership is equality but how do you balance that equality at the AGMs?
It can not be by population because a few large municipalities would have all the votes
It can not be by members because there not an equal of local governments and First Nations
How do you deal with a meeting in which some members are there and others are not?

All these factors are neatly dealt with in the ICF bylaws:

2.5 Voting Rights: Each Member present shall be entitled to one weighted vote at meetings of Members. Prior to each meeting the vote of each Member shall be weighted such that the total value of votes of all of the First Nations Government Members, whether or not present, shall be equal to the total value of the votes of all of the Local Government Members, whether or not present. Each First Nations Government Member's vote shall be equal in weight to each other First Nations Member's vote and each Local Government Member's vote shall be equal in weight to each other Local Government Member's vote The formula to adjust the weight of votes shall be adjusted to accomplish the same result if the number of Members changes.

I am impressed with how this is set up.   Effectively each side of the partnership has half the votes which are equally distributed among the given side equally.   Non-attendance at an AGM is a defacto proxy equally split among the other members of your side of the partnership.  

The equality is also an important feature of the board of directors.   Local governments and First Nations each have five members on the board and two more directors at large chosen by the board one to be First Nation and one to be local government oriented.   It means the board should always been 50/50 First Nation and local government.

The board equality goes further first with the quorum rules that require half of the local governments representatives and half of the First Nation ones:

5.3 Quorum: The quorum for the transaction of business at any meeting of the Board of Directors shall consist of at least fifty (50%) percent of the Members of the Board of Directors, being three representing Local Governments and three representing First Nations Governments. If two successive duly called meetings of the Board fail to achieve a quorum then the quorum for the next duly called meeting shall be at least fifty (50%) percent of the Members of the Board of Directors.

Next, to ensure neither side dominates the ICF works on a consensus model of decision making:

5.5 Voting: Questions arising at all meetings of the Board of Directors shall be decided by consensus. The Board shall by policy establish a dispute resolution mechanism. The dispute resolution mechanism shall include the right of the Chair to postpone for one meeting the final vote on a matter on which there is a tie vote. After all efforts at achieving consensus, including the full use of the dispute resolution mechanism, have
been exhausted without success, the decision shall be made by a majority of the Directors and if the votes of the Directors are equal in a question put to a vote then the Chair of the meeting shall have a casting vote, in addition to the Chair's own vote which the Chair shall have at all meetings of Directors.

I am very impressed with this approach.
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