From an ethics perspective, what rights does a member have?

Membership concerns have been a very common topic recently in queries to me, web-based forums, and conversations with colleagues. If the issue were easy, there would be far fewer discussions.

In my opinion, the main reason there are so many questions is that organizations either fail to properly define “member” in their bylaws, or fail to comply with that part of their bylaws. They do not hold the discussion on “Who are the moral owners of our organization?” and “How can we ensure the board is properly constituted to be trustees for those owners?” And organizations tend to have several types of members even if the bylaws only recognize one. These include:

Owner Members: People who join an organization because they care about the cause, and want to have some say in how the organization serves the cause. For many, a chance to vote annually for the board may be sufficient. Others want to be consulted and involved in setting direction for the organization. These individuals are your most likely committee volunteers and future board members. Most owner members will donate time or money if asked, and will support affinity programs and the like because they are proud to be associated with the organization.

Client Members: People who join because they want the benefits of belonging – the right to attend events, participate in a sport or hobby, get member pricing on what the organization sells, network with peers, learn about job openings, etc. They do not initially join because of the cause, but some will turn into owner members as they learn more about the cause. They will not bother with voting, unless it is made really easy, or with planning consultations, but will answer surveys about which benefits they deem to be important or well provided.

Donor Members: People who are deemed members because they have given to the organization, or given more than a minimum amount. They are a good source of program volunteers, and some will turn into owner members. Many will never even realize they are “members,” and often they are not legally members; the term is being misused within the organization.

Community Members: Local people and groups who have a stake in the organization, including clients, family members and caregivers of clients, staff of other local human service organizations, residents of the immediate neighbourhood, and many more. They are rarely, if ever, given legal membership rights, and their involvement is at the discretion of the board and staff of the organization. Wise organizations seek out opportunities to listen to community members.

Moral Owners: People the organization was founded to, and exists to benefit. Your photography club was formed to benefit paying members, and so the moral ownership is easy to define, though the club may also have programs to help children at risk through photography. Human service organizations are much more difficult. The primary beneficiaries may have no money to join or donate. Likely, many potential clients are not even using the service because of its hours, location, unfriendly reception area or choice of programs. Families and caregivers may see themselves as the primary beneficiary, and the actual client secondary due to inability to communicate or understand. And if you think that discussion is difficult, try to figure out who the moral owners are of a group established to help turtles or wetlands!

Weirdly, some organizations tell me their moral ownership is their main funder, or the staff, or the government. Which of you ever started or joined an organization in order to benefit its staff? Or give funders someone to give to?

Member Rights

Until recently, only people who are at least partly owner members tended to ask about member’s rights, other than discounts. And those who asked have often belonged to one organization where they voted, received financial statements, spoke up at annual meetings, and in general saw themselves as having some power. Then they join another organization where nothing of the sort happens and they wonder why.

[Note: More and more community members are realizing that the organization exists to benefit the community and should be sharing more power with the community. So they are joining the conversation.]

For individuals who wonder why one organization is responsive to them and another closed, the answer lies partly in the bylaws. Self-perpetuating boards, where the board and member group is identical, have little pressure to share information compared to those whose directors must stand for election and put major changes to a vote they cannot control. And some organizations are run by bullies and egoists who see sharing information as losing power.

Another part of the answer is that members have the rights they demand (as a majority), and the right to stop being a member if the organization fails to provide the rights they deem important. If board members do not provide financial statements, make approved minutes available, and let members speak up at the annual general meetings, I suggest members elect different directors. Or get a signed petition for a special members’ meeting where the issue of greatest concern must be on the agenda (and may involve a bylaw change to enshrine greater democracy in future).

Or members can start another organization, and sometimes that is the right approach if current leaders will not share information and control. However, in others, voting with your feet is just not that simple. Your organization may be the recognized body for your profession, your industry or your tribe by a government or a national umbrella group. You may have to belong to compete in your sport of choice at a recognized level, or have a voice in your church, synagogue or other place of worship. You are stuck trying to change the organization from within.

Ethical Rights

Overall, I believe the ethical approach to member rights is transparency, unless privacy concerns are paramount, and a right to be truly listened to, not just heard and ignored.

The specific question I received this month asked about board minutes. Some laws require board minutes to be available to members once approved, and all, in my opinion, should be. Any truly private matters should be dealt within in limited in camera/executive session meetings with separate minutes.

Annual General Meetings

The questioner also asked about whether the bylaws and processes for annual meetings should allow members to have their issues raised and discussed at the meetings. Anything requiring a vote needs considerable lead time, but a question about why there are no financial statements ready can be asked and answered during the meeting. In fact, this question needs to be raised and answered before the board election, as it is evidence that the current board is failing in a key responsibility. Chairs should use points of order and formal rules only to maintain order during the meeting, not to cut off questions and discussions or push questions to a “new business” section at the end even if they affect earlier agenda items. If the board cannot answer a question, there should be a commitment to get back to EVERYONE within a time frame, using the newsletter or website, unless the question was related solely to the person asking the question.

Note that it is common, and often appropriate, to limit which types of members have a vote or the right to stand for election. Members under the age of majority are usually not include in such rights. Affiliate or business members may not have the same rights as those who work full time in the profession or trade the organization was established to serve. Honourary or life members may have a different set of rights. Such rights and restrictions should be clearly set out in the bylaws. As I mentioned above, the bylaws may need changing, but a need to change does not justify non-compliance prior to the change.

Overall, the members have all rights granted in the bylaws, and the right to be treated with respect and dignity. Respect includes listening, consulting, and acting on member views for the benefit of the community and the moral owners, not just making a proxy form available!

Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at jane@garthsonleadership.ca.

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