Wednesday, September 25, 2013

@modo_carcoop Special General Meeting had a close call 15-14 vote #coop #democracy

This is my report on the Special General Meeting of Modo the Car Co-op, held recently on September 23, 2013. We voted on eight resolutions proposed by the Modo Board, for changing the co-op's rules:
  • Resolution 1: Correction of oversights or typographical errors; clarification; and removal of obsolete or redundant items
  • Resolution 2: Create a Nominations Committee and define its accountabilities
  • Resolution 3: Create alternatives to in-person voting at annual meetings for elections
  • Resolution 4: Create an option to use alternative voting systems in elections
  • Resolution 5: Permit the co-op to pay interest on members’ shares
  • Resolution 6: Permit an organization to become a Business Member of the co-op, and to appoint a Delegate to represent it
  • Resolution 7: Authorize the Board to invest funds with reference to an Investment Policy
  • Resolution 8: Change the name of the co-op to Modo Co-operative
Brief Summary of Meeting:
  • We passed each of the 8 resolutions by more than the required 2/3 super-majority vote.
  • On Resolution 7, I proposed an amendment to require a member approval vote on future changes to the Investment Policy. Amendments are decided by simple majority vote. With 14 in favour and 15 opposed, we did not adopt my amendment. We then unanimously approved the Board's original Resolution 7.
  • There was significant opposition to Resolution 6 (letting businesses that use Modo become voting members of Modo), but it passed by a vote of 25 in favour, 7 opposed.
Discussion of Resolutions 3 and 7:

(I wrote in support of Resolutions 2 and 3 in this previous post.)

To maintain democratic member control as a co-op grows large, it's important to let members vote without attending a meeting in person. Internet voting is ideal, especially for organizations that have a website login for each member, as Modo does. Many people are too busy to attend a meeting, but could choose a convenient time to log in, become informed, and vote. Resolution 3 would enable internet voting, so I'm glad the Board proposed it.

Hopefully this Special General Meeting is the last time Modo members will have to show up in person to vote. Sure enough, attendance was thin! I asked for a show of hands from members there who were not on the Modo Board or staff. About half the attendees raised their hands. Based on that, plus the highest vote count I noted (32 votes), the number of directors introduced (7), and total membership of about 6,000, I estimated this attendance table:

Group Members Proportion Attendees Proportion Voter
in group of members from group of attendees Turnout
Modo Board 8 0.13% 7 21.88% 87.50%
Modo Staff 24 0.40% 9 28.13% 37.50%
Other Members 5,968 99.47% 16 50.00% 0.27%
Totals: 6,000 100.00% 32 100.00% 0.53%

If anyone has more accurate counts, I'd be happy to update this table (email to mark[at] It's natural that directors and staff have much higher voter turnout at a meeting, so are disproportionately represented. Electronic voting will increase turnout from other members, helping to correct this bias.

Resolution 7 would let the Board change Modo's Investment Policy at any time. I proposed an amendment -- to require that any change in the Investment Policy be ratified by member vote -- giving the reasons I had outlined in this previous post.

We had a broad discussion, then voted on the proposed amendment, which narrowly missed receiving the required majority support -- the vote was 14 in favour and 15 opposed. I was impressed that at least one director and some staff seemed quite comfortable with speaking and voting in support of my amendment, even though the Board's Governance Committee preferred to stay with their original resolution.

We then returned to discussion of the original Resolution 7, which as a special resolution to change the rules, required a 2/3 super-majority to pass. The 14 of us who preferred my amended version, nonetheless chose to support the original version (as I did) rather than to reject it and stay with the fixed investment policy that had been defined in Rule 10.02. So Resolution 7 passed unanimously (with perhaps a couple of abstentions).

It was a fascinating exercise in democracy, and let the Board know that we members are quite interested in our policy for investing Modo's accumulated surplus. During the discussion, one member asked whether the Board would let the members know what the new Investment Policy is, each time they change it in future. Director David Lach replied that he saw no reason why not (or words to that effect).

So I will conclude this report with the following suggestions.


Currently, a Modo member who wants to know what our co-op's rules are, has to contact Modo staff and request them. It took me two email requests to, and then I received a copy of the rules by email from the Executive Director (CEO).

The rule changes proposed above were only viewable by logged-in members, and now that we have adopted them they no longer available for us to review.

We should disclose more of Modo's governance documents publicly at, including:
  • Modo's Rules;
  • our Investment Policy, whenever the Board adopts a new one;
  • past and proposed future rule changes;
Since Modo has 6,000 members and almost anyone in the Vancouver area can join, there is little or no reason to keep these documents from the public. Benefits from publishing them include:
  • making it easier for members to find them without having to log in or make a special request;
  • saving staff time in responding to special requests;
  • helping prospective members understand the organization they are considering joining;
  • facilitating public discussion of Modo governance, in the media and by people anywhere interested in co-ops;
  • increasing member engagement and membership growth.
Sharing information is cooperative.


Anonymous said...

Thank you for being so active. I was the one that asked the accountability question on investment which you had already anticipated. The Boards response was interesting and, in part, justified the very accountability I was requesting. If I read it right it was, "You have elected use to lead and we have worked hard on this. Why should we then give you the chance to change/refuse our work?" Is that a fair summary do you think?
In my mind was the thought, "These guys obviously know how to run a successful car co-op. Are those the same skills as knowing how to recognize a good investment?"

Mark Latham said...

Thanks Anon for participating in the SGM and raising an important issue. It's hard to find the best way to divide power between a board of directors and the voters who elect them. If the election process works very well, then there should rarely be any need for voters to question a board's decisions.

However, democracy is far from a perfect system, and election processes in most large democratic organizations are quite flawed. So we need to work on improving our election systems, while maintaining some checks and balances on the power of elected leaders.

I agree that Modo's board and management are clearly good at building a successful car co-op, and that this doesn't necessarily mean they'll be good at investments. But one could counter that Modo's voting members may not be any better than the board at investments, and are likely to be too busy to work on it. We should elect some directors with investment skills -- back to the election process.

That said however, among the checks and balances we should have on the Modo board's discretionary power, a member approval vote on future changes to our investment policy could be a wise precaution. So you and I raised the issue at the SGM. We had a good discussion of the pros and cons, and the majority decided not to require member ratification. Nonetheless, we encouraged the board to be transparent about changes in the policy, and alerted members to the issue, which will improve future accountability.

Next we can look forward to how Modo's director election system will evolve now that it can include internet voting. As I discussed in this previous post, much depends on what kind of online voter information system we develop.

Mark Latham said...

Speaking of transparency and openness, I'd like to thank Modo Board Chair Joel DeYoung for linking to this blog post from his report on the SGM, in the September issue of Multi-Modo, our newsletter. Joel's report also links to this summary of the SGM, which in turn links to the newly amended Rules of Modo and the SGM-approved Rule Changes. So we are now sharing these governance docs publicly -- yay! :-)