July 21, 2016,
St. John's Pride is broken, they are breaking their own rules, and they need to be fixed! Over the past few weeks, there appears to be a large amount of concern and criticism directed towards St. John's Pride Inc. Perhaps an indirect reason for this level of upset, could be accounted to the fact that the 2016 edition of St. John's Pride Inc. has appeared to have violated at least seven of their own corporate by-laws.
This article is broken down into three parts. Part one will review the infractions, part two will review problematic areas of the existing by-laws, and part three will introduce proposed actions and solutions to resolve the problems and make the organization stronger.
First of all, corporate by-laws are a mandatory component of non-profit organizations that are registered in the province of Newfoundland and Labrador. By-laws make it clear as to what the organizations' mandate is, and to take steps of self-guidance to ensure the mandate is met, on account of having the by-laws respected and followed.
This article will outline seven possible infractions, that are apparent from the naked eye, of an outsider. There could potentially be more violations that are not known to the public, due to the level of secrecy involved with Pride Inc business, and because of their self-imposed gag order on former board members. In addition to the infractions, this article will also take a look at some of the by-laws that may not be appropriate for the best interest of this organization, or their members and stakeholders. But first of all, let's take a look at the appeared infractions:
1.3 showcase diversity of the community. One could argue that certain components of the diversity within their community was attempted to be silenced and erased, when a certain organization was asked not to wear uniforms in the parade.
2.1.3 - regular publishing of financial information. Note, St. John's pride has not published any financial information to their website since 2014.
3.6.1 - hold by-elections within two weeks of any resignation of board members. There were at least two cases where this did not happen.
6.8 publish an Annual Report. This has not happened since 2014.
9.1.A.G (1 of 3) a public release should be issued by the end of January announcing an AGM (Annual General Meeting) and by-elections. This did not happen in 2016.
9.1.A.G (2 of 3) an AGM is to occur before end of April. This did not happen in 2016.
9.1.A.G (3 of 3) Members of the Board are to be made accessible to answer questions from the public during pride week. This did not happen as the board refused to answer several inquiries from both the media and members of the general public.
Quite frankly, although there are many sections of the By-laws that I do not agree with, I feel that all seven of these ones are good ones, and that violation of any of them would cause harm to both the organization and their membership and stakeholders.
Now, for part two of this article, I am going to highlight some sections of the by-laws that I think are problematic:
Membership Policy - the policy is not clear enough, nor does it recognize a method for identified members to be formally credentialed. This could open the board to abuse where they could unfairly deny or disqualify people or organizations from holding membership.
Two-tiered Board Structure - the two-tiered power structure gives too much power to the top 3 executive positions and appears to render the 6 at-large members as voiceless.
Board-position Job titles - The general purpose of any Board of Directors is to oversee an organization and provide guidance. Boards are supposed to appoint or hire people to do the actual work. Tying specific job titles to board positions may put undue pressure on board members to get work done on their own, rather than give them the freedom to delegate. Also, while members of the organization deserve a say in who sits on the board, they might not have all information necessary to determine job or task suitability of board members. There is a big difference between a job interview, and a board election.
Two-year terms - the top three people in the Board should not be given a free pass for a second year, especially if they are violating their own by-laws. All board members should have to face the electorate every year.
Board size - too many cooks spoil the brew. Nine board members appears to be too many, given the age of the organization, and the small size of their identifiable membership size.
Board member commitment - too many people resigning is cause for concern. Steps need to be taken to ensure reasonable measures that board members will fulfill their full terms.
Confidentiality and Non-compete clause - not sure I even understand how or why St. John's Pride would identify competitors. It's not like there is another Pride organization in St. John's looking to steal their mandate. The gag order needs to be removed as too much secrecy and lack of transparency leads to lack of accountability and opens the door for corruption and incompetence to proliferate.
Part three of this article will introduce some proposed solutions that could resolve these problems, make the organization stronger, and help the community of members.
Proposed Solutions:
1 - Shrink the Board to five members. All seats will hold equal weight in terms of power and voting rights.
2 - Elect a Chair, a Vice-chair, and three at large. All five seats having equal voting power with majority required.
3 - Appoint a volunteer Executive Director to run the organization and report to the board. The executive director will attend all board meetings and will act as liaison between the board, the members, and the general public.
4 - Specific job duties will not be voted on by the public, but will be assigned by the executive director, with input from the board. They can delegate work tasks and responsibilities to themselves, or appoint others to "officer" positions, in accordance with the NL Corporations Act.
5 - All Board seats are to be up for election every year.
6 - Board members to file a $100 bond to the organization. They will forfeit their bond if they resign from their position before completing their full one year term. Bond will be refundable upon completion of their full year. Forfeited bonds will be considered as donations to the organization.
7 - Qualifications for membership rights need to be quantifiable, and not just left to the discretion of the board. A certified credential is to be issued to all members clearly stating their membership status.
8 - Clear cut policies to be developed regarding how financial decisions are made, including tenders and request-for-proposals. Complete financial statements to be published on the organizations' website every three months.
9 - Public meetings to be held every three months, with at least three weeks notice on the website of date, time, and location. Official Board meetings to take place once a month.
10 - Information and Records Management policy to be created and enforced by the organization. Policies should be consistent with policies currently in place for the provincial government.
11 - Complete elimination of non-compete clause and gag-order for former Board members.
12 - Re-instate the policy from the March 2012 by-laws that gives the board the power to remove fellow board members who violate by-laws or who cause other types of harm to the organization.
13 - A separate stand-alone organization with five different board members will be created to audit St. John's Pride Inc. once a year. They will be given full access to all St. John's Pride documentation. They will not have order power, but will be free to give recommendations and expose any information about Pride that they feel the public has a right to know. A rep from this audit organization will be present at all Board meetings as an observer and may report back to the public on anything suspicious.
Jennifer McCreath lives in St. John's and has been involved with Pride Week activities in St. John's since 2007. She was a co-founder of St. John's Pride Inc. in September, 2010. She resigned from the Board in March 2012, shortly after deploying Pride's first publicly-elected Board policy, but continues to hold her membership. She is publicly out as transsexual, non-binary gendered, and lesbian. She has over ten years of experience working in policy and business development for both government and not-for-profit organizations. She holds a Bachelor of Administration Management from Athabasca University.
