Dear Editor:
The following is an open letter to the members of the South Okanagan Chamber of Commerce (SOCC).
When I became president of the SOCC board, the first thing I did was read the SOCC Constitution and Bylaws.
They state that the Chair of the board must use Bourinot’s Rules of Order to conduct meetings.
Rules of order are procedures by which meetings can be conducted in an orderly fashion, issues debated with respect, and decisions made according to the majority while respecting the rights of the minority.
This is important, so I issued copies of the rules to each board member and informed them that we would be using them.
This upset several board members who did not like the formality of Bourinot’s Rules.
The truth is rules of order eliminate the possibility of anyone taking over the discussion and they allow respectful debate and opposing views.
In fact, the rules protect the board specifically from an autocratic chair by forbidding the chair to vote (except in the case of a tie).
According to Bourinot’s Rules, SOCC board meeting agendas must be agreed upon before the meeting can commence. The Chair puts together the agenda and sends it out one week in advance of the meeting.
That way, anyone who wants to add something to the agenda can do so simply by asking the Chair to put it on the agenda.
The rules also allow for board members to remove things from the agenda if the majority feel it right to do so.
Under my leadership, the board members had one week prior to each meeting to research the agenda items and consider the pros and cons, take time to discuss amongst themselves whether the proposed motions were in the best interest of the chamber and come to the meetings prepared to voice their opposition or support before voting in favour or against.
Vice-president (now president) Jamie Cox told the Oliver Chronicle that the recent vote to remove me as president came about after “some members said they were not comfortable with the direction the board was heading.”
The truth is that the agendas and the strategic direction the chamber was headed under my leadership was determined by the majority of the board members, after full and fair discussion, and was voted in favour of by all of the board members except myself because Bourinot’s Rules do not allow the Chair to vote.
Bourinot’s Rules state that the only things allowed to be discussed and voted on at a meeting must be put on the table by way of “motions.”
A motion is a proposal and it can only be made pursuant to an item already on the approved agenda. This is a good rule because it forces boards to not vote hastily and it prevents endless talk and promotes action and decision making. Anything of importance to an organization will be reflected as motions in the minutes.
Minutes are important and mandated by the SOCC bylaws because they are a way to show chamber members what has been discussed and decided.
That gives the chamber members an opportunity to hold their board accountable.
The truth is prior to my election as president, the SOCC board did not make motions or keep minutes at their meetings in complete contravention of the bylaws, and my insistence on following the rules made some board members uncomfortable.
But motions protect the board and the chamber members by ensuring that board meetings do not become coffee parties but remain a time when duty of care is taken to actually make prudent decisions that move the organization toward its mission.
More importantly, they are the official record of what has or has not truly happened.
If a board member has done something unethical or has consistently broken rules and not heeded requests by the board to cease the bad behaviour, this would be reflected in the minutes.
Furthermore, the SOCC has bylaws that outline a process for how the errant member can be removed from the board or chamber membership.
According to Bourinot’s Rules, any substantive motion such as that must be prepared in writing and given to the chair in advance of the meeting.
This was not done.
Additionally, the person chairing the meeting cannot make the motion, yet that is exactly what happened – again, in contravention of the rules.
The truth is there is no record in the minutes of any such behaviour or breaching of rules by me prior to my dismissal. The only people breaking rules are the board members.
The SOCC board has breached the bylaws and neglected their duty of care – which is their legal fiduciary obligation – by not taking the time to know the rules before they acted so hastily.
My dismissal was about personality, not performance. I have received much feedback from members since my dismissal and I believe the majority of members were thrilled with the direction the chamber was headed under my leadership.
I encourage all members to request copies of the minutes and decide whether or not this board has made the right decision – then attend the AGM in the New Year and hold the board accountable with your vote and your membership.
Corrie Adolph
Former Board Chair
South Okanagan Chamber of Commerce
