When we first wrote the bylaws for The Land Conservancy of British Columbia, in 1996, I made sure that we followed the model of the National Trust in the UK, an organization I had admired for about thirty years. In particular, I wanted to ensure that TLC would have a strong democratic foundation – owned and controlled by its members – one of the fundamental, defining criteria of a National Trust.
At that time, the National Trust was 101 years old and had about 2.5 million members, each of whom had a vote in selecting the Trust’s governing council. This engagement gave each and every member a stake in the success of the Trust, giving the Trust much greater strength and resiliency. I’d had far too much experience with a number of Canadian charities, in which the Board members were the only members of the organization, and the only people making decisions – and everyone else was left on the sidelines, looking in. I did not want that to happen with TLC.
Anticipating that TLC would be a province-wide organization, with a dispersed membership, we also wanted to ensure that all members would have an equal opportunity to participate in the organization’s democratic base, regardless of where they lived. After surveying the voting systems used by other organizations such as Mountain Equipment Co-op and the Canadian Parks and Wilderness Society, we developed a democratic structure using mail-in ballots and ample notice-time, and received permission from the Society Registrar to proceed on this basis.
I also wanted to ensure that as much authority as is practical rests with the membership, so we built a number of controls into the bylaws. In particular, we adopted the principle of declaring protected properties to be “inalienable”, meaning they could not be mortgaged, sold or otherwise encumbered without the approval of the membership. We also adopted the Standards and Practices that had been developed by the Land Trust Alliance.
In adopting these measures I thought that, in TLC, we had an exemplary model of Democratic governance – a system in which the members could be counted upon to sustain the values of the trust. I thought that this democratic system would have secured the organization against the possibility of domination or control by special interest groups or by “rogue” boards that stop listening to the members. Unfortunately, I was overly optimistic; democracy has taken a beating at TLC in the past year or so.
We all understand that TLC is going through difficult times at the moment but, in my view, difficult times are when you must embrace your democratic roots and engage your members the most, not abandon them and ignore your principles. I’m sad to say this is not happening.
The problems first became obvious around the 2012 AGM. It had been scheduled for its regular September time frame but was, at the last minute, delayed until November. In place of the regular AGM agenda, several presentations were provided portraying, in overly dramatic fashion, TLC’s current “crisis situation”. They were very motivated by how they were “taking control” of the situation and how very dedicated they were. There were, however, no solutions or ideas presented about what to do about the situation, but they promised that a plan to address this situation would be developed as soon as possible and presented to the membership. They neglected to mention that virtually all of the staff with any knowledge of TLC’s properties or operations were already gone. They neglected to mention that the recently-appointed Acting Executive Director had resigned just three days earlier (just a few weeks into her position), because she was not permitted to do the job she needed to do. They neglected to mention that discussions were already well underway about abandoning significant parts of TLC’s mandate. “Wait for the plan” they stressed.
By the summer of 2013, there was still no “plan”, and no communication from TLC about what was going on. Some of us who remain members began to wonder about the next AGM. There had been none of the required member notification of the AGM or about the election process for Board members (in fact, the election deadlines imposed by TLC’s bylaws had been passed). Still no communication from TLC.
Then, on October 7th, without any notification or prior discussion with TLC’s membership, TLC appeared in court requesting Creditor Protection. Embedded in this court request was the request for permission to borrow $1,550,000 to cover lawyers’ fees, accountants’ fees, operations and to protect the board members from any judgements. TLC promised to return to court within a month with a “plan” for further action.
And what about an AGM, and Board elections? TLC argued that they could not afford an AGM and that having an election would interfere with the court process, so they sought permission from the Society Registrar to postpone the AGM until May 2014.
November passed, still without a plan, and TLC went back to court to ask for an extension until January 2014 to provide their plan of action.
Then, without any consultation with the members, without any plan being presented, without the authorization of the members and in contradiction of TLC’s own bylaws and operating policies, the Board began the process of attempting to dispose of TLC’s protected properties. First on the block were the historic and agricultural properties, with the Board arguing that they did not see these properties as priorities for TLC in the future. (This in spite of previous membership surveys that showed strong support for the protection of historic and agricultural sites). A few articles were published by TLC to justify this disposal, but unfortunately they contained significantly incorrect information and were not credible. This attempt to dispose of properties has resulted in multiple court appearances, and huge legal costs (both for TLC and for those who are concerned about what TLC is doing), now well over $1 million.
As February 2014 came and went, there was still no “plan”, still no consultation with the membership, and still no process for an AGM or board elections. Then, in March an email letter was sent to a strange selection of people: many who are no longer members received it, but many paid-up members did not. The email tells of three board resignations, including the Chair. It tells us that a new Vice Chair has been appointed and that two new non-elected board members have been added. But still no notification of an AGM, and still no process for board elections.
But, insult of insults, a “town hall meeting” is called for May 10, 2014. A town hall meeting is NOT an AGM. Has TLC received permission from the Registrar to delay the AGM still further? We don’t know. What does this say about democracy? It says that, at TLC at least, it is dead. If TLC is allowed to ignore its members and its bylaws and its dues processes, if the board is allowed to dismantle an organization which had nearly 8,000 members without any respect and without any consultation, then where are we? What do we have left?
The strength of an organization like TLC lies in the strength of its membership and its democratic base. Effective democracy relies on a well informed electorate (membership) and strong, fair processes. But at TLC, as the membership numbers shrink, as information is withheld and as the democratic infrastructure is ignored, the strength of TLC’s foundation is crumbling. This is a huge shame. The loss of this foundation is now TLC’s greatest problem – and it was so unnecessary.