Hey there, time traveller!
This article was published 9/8/2013 (1115 days ago), so information in it may no longer be current.
Sports columnist Gary Lawless must not be popular in the Bombers boardroom. Lawless' hard-hitting article Blue board unmitigated disaster (Aug. 9) shone a spotlight on the volunteer board of the beleaguered Winnipeg Football Club. Other recent articles related to the Bombers' on- and off-field performance have attracted scathing reader comments, often taking aim at the board.
Rather than look at the usual issues (quarterbacks, stadium and traffic woes, board and management decisions), I would rather focus on a problem that articles and comments such as these reveal and arguably fuel: the growing disconnect between the Bomber board and the fan base.
A non-profit organization, the Winnipeg Football Club is incorporated as a corporation "without share capital" under Manitoba's Corporations Act. This means the club is fundamentally a member-run organization that should operate similar to other like organizations (e.g. tennis clubs, the convention centre, member-run art galleries, etc.)
As a best practice, a without-share corporation should have a membership base that is comprised of stakeholders interested in the success and mission of the corporation. Prospective members should apply to the corporation for entry. The membership should be involved in creation of company bylaws and the election process for the board.
In practice, it is not unusual for non-share corporations to be run by a close-knit group of individuals at the board level who control absolutely all aspects of the internal bylaw and board selection process. While often benign, this state of affairs can lead to nepotism and ultimately disconnect the company's board from its stakeholder base.
In my experience dealing with co-ops in Manitoba, the best-run organizations have active membership bases that fully engage in the board selection process and are regularly informed about the organization's progress at annual meetings. The worst-run organizations have directors answerable only to themselves.
Contrary to the headline writer's assertion in the Free Press, the Bombers' governance structure is far from an unmitigated disaster. The board engages with the community and media. The Bombers also hold fan forums to discuss the direction of the team. That said, there is room for improvement to bridge a growing gap between the organization and its fan base.
The board itself acknowledged this gap by amending its bylaws this year and opening up a 13th board position through a more transparent nomination process. The new process is still board-driven. The board has full control to shape its bylaws, empower its nominating committee, and select the new member. Is there no room to place some control in the hands of the fan base?
In my view, the new process should go further by contemplating the involvement of a new, more open membership base. This would add a democratic element to the team's structure and ensure the board, come time for re-election, is ultimately answerable to its stakeholders. An added democratic element is only fair given this organization's future success relies heavily on taxpayer dollars and the good graces of elected governments.
Democratic control would not change the fact the board, once formed, could operate professionally and confidentially. Board meetings and minutes would be private (at the board's discretion) and the election process could have numerous controls to ensure only qualified individuals meeting specified skill requirements are selected.
Better yet for the board, under this new model the next time it is subject to fan criticism, it can respond by saying: "If you don't like it, become a member and vote us out!"
Andrew Moreau, formerly with Manitoba's Registrar of Co-operatives office, has experience in governance issues, particularly co-ops and non-profits.