Wednesday, 22 July 2015

SF Bicycle Coalition proposes to eliminate voting membership

Save the SF Bicycle Coalition!

The Board of Directors of the San Francisco Bicycle Coalition is proposing to amend the SFBC’s Bylaws to abolish voting membership in the organization, and transfer all decision-making authority for the SFBC to itself as a “self-perpetuating” board. If the proposed amendments to the Bylaws are approved, the current members of the Board will elect their successors, and members will lose all of their rights to any say in SFBC decisions or any transparency or oversight over Board or organization meetings, decisions, finances, etc. According to the proposed new Bylaws:

This corporation shall have no voting members…

All powers and activities of this corporation shall be exercised and managed by the Board of Directors of this corporation….

Directors shall be elected by a majority vote of the Directors.

Under California state law, these changes to the Bylaws to strip the membership of its rights can only be made if they are approved by majority vote of the current members, after adequate notice.

The voting is going on now through July 31st. I strongly urge all SFBC members — especially those concerned about organizational democracy or the SFBC’s advocacy goals — to click here now and vote “NO”., a new ad hoc organization of SFBC members formed in response to the Board proposal, has published an excellent analysis of the proposed Bylaws changes, what they do and don’t mean, and why it’s important to vote “NO”. For the record, I had absolutely no role in creating this ad hoc group or producing its Web site, which I learned about only after the Web site had launched. But I wholeheartedly endorse its message, and urge my bicycling friends in San Francisco to read it and spread the word to everyone they know in SF.

Read more details below, and see the comments for updates.

The official ballot describes the proposed revision of the Bylaws as being made “in order to better protect members’ privacy”. As explains in the FAQ on its Web site, this claim is simply false.

California state law protects the privacy of information about members of a member-controlled organization. That information can be released only to members, and can be used only for purposes related to their interests as members.

State law (Corporations Code 5523-5525) provides a specific menu of options for campaign communications in Board elections that organizations such as the SFBC can choose to include in their Bylaws. An organization can provide alternate ways for members to communicate with each other, without releasing addresses to anyone. Typically this is done through “blind” forwarding of messages by the organization, so the sender never sees the recipient addresses. This is the method used by most labor unions that operate their elections under these rules.

The law allows an organization to challenge a request for the membership list from a member, if it has reason to believe that the information will be shared with non-members or used for other purposes. The law also allows for sanctions against any member who misuses the membership list or discloses it to non-members. And if the Board of Directors misuses the membership list, the members can remove them and elect a new Board.

The proposed SFBC Bylaws, by abolishing voting membership, would abolish all of these privacy protections. These state privacy protection laws don’t apply to information about non-voting “members”. KQED can call you a “member” if you give them money, but they can legally share, rent, sell, or give away any of the information they have about you to anyone, for any purpose, at the sole discretion of their Board of Directors. The same would be true of the SFBC if the proposed changes to the Bylaws are approved, even if the Board chooses to create a class of non-voting “members”.

The SFBC Board of Directors has never considered, much less adopted, any privacy policy or any alternate mechanism for members to be able to communicate with each other without revealing members’ information to other members. (California state law provides a menu of other options for distributing campaign communications in Board elections, without disclosing the membership list, that organizations like the SFBC can choose to include in their Bylaw, but none of these are included in the current or proposed SFBC Bylaws.) The current Board of Directors refused my repeated requests that they schedule a meeting to discuss creating such a mechanism, or put this on the agenda for one of their regular meetings. The proposed new Bylaws contain no absolutely no privacy protections whatsoever.

If you want to vote for continued legal protections for the privacy of member information, legal restrictions on who it can be disclosed to and how it can be used, legal remedies for misuse of member information by other members, and accountability of the Board of Directors to members for any misuse of personal information by the Board, vote “NO”.

If “privacy” is only a pretext, and a completely bogus one at that, what’s the real issue?

The ballot doesn’t mention the substance of the proposed change to the Bylaws: The abolition of voting membership, and the transfer of power to a self-perpetuating board.

This has been a long-time goal of many of the “leaders” of the SFBC and their allies. The national Alliance for Biking & Walking, whose Board of Directors includes both the current and immediate past Executive Directors of the SFBC, includes the following as #2 on its list of “Top 10 Tips for Developing Effective Biking & Walking Advocacy Organizations”: “Form a board-elected board. Write your organization”s bylaws so that your board is elected (or appointed) by the board….DO NOT require your membership to elect your board.”

But creating a self-perpetuating board is like setting a wind-up toy into perpetual motion: once it leaves your hand, there’s nothing you can do to get it back on track if it starts to wander off course or fails to follow an unexpected twist in the path. Most of the time, most members of membership organizations are content to let the Board of Directors do the work of overseeing the organization’s operations — as long as they are satisfied with what it does. But election of the Board by the members is a key oversight mechanism that makes it possible for members to reclaim the organization if the Board gets out of sync with members’ wishes.

A recent local example is SF Pride. After the Pride Board of Directors overturned a committee recommendation to make LGBT hero Chelsea Manning an Honorary Grand Marshal of the 2012 Pride parade (apparently fearing that honoring Manning might offend corporate sponsors of Pride), outraged Pride members elected new Board members committed to restoring the accountability of Pride to its membership and its community roots. In 2014, the new Board made Chelsea Manning — represented by Daniel Ellsberg as her stand-in — one of the Honorary Grand Marshals of the parade. That correction couldn’t have happened with a self-perpetuating Board of Directors such as is being proposed for the SFBC.

[On my 1982 Infinity recumbent with the Bisexuals on Bicycles, SF Pride. Photo by Josh Standig.]

Without members, an advocacy organization also loses much of its lobbying clout, since it can no longer truthfully claim to “represent” anyone.

The issues raised by this proposal to change the structure and governance of the SFBC — the internal democracy (or lack thereof) of the SFBC, the role of members in making policy decisions, the mechanisms (or lack thereof) for members to communicate with each other about issues being decided by the SFBC, and the relationship of the Board, staff, and membership — are the same issues I tried to raise in my campaign for the Board.

The improprieties in the conduct of the vote on whether to amend the Bylaws, including the gross misstatements in the notice of the vote and on the ballot about the substance and purpose of the proposed amendments, are disturbingly reminiscent of the improprieties in the conduct of the last Board election, in which I was a candidate. After a clearly illegal last-minute “extension” of the election to allow more votes to be cast, I was eventually told that I had not been elected, and that all of the candidates endorsed by the current Board had been elected. But the Board still refuses to tell me or any other members how many votes I or any other candidate received.

False accusations against me, about my campaign for the Board, and about what happened before, during, after the Board election are being used by the Board as its pretext for making fundamental changes to the structure of the organization. And this is all happening during a time when the Board knew that I was far away on a two-month bicycle trip across Argentina.

But this vote isn’t about me any more than it’s about privacy. It’s about the organization, its structure, its governance, its future — and the interests of its members, the bicyclists of San Francisco.

Please read what has to say about the issues, vote “NO”, and spread the word to your fellow San Francisco bicyclists.

Thank you for helping to save the San Francisco Bicycle Coalition!


Save SF Bike!

Discussion elsewhere of the proposal to amend the SFBC Bylaws:

Link | Posted by Edward on Wednesday, 22 July 2015, 08:04 ( 8:04 AM)

On Thursday, 30 July 2015, the San Francisco Chronicle published an article about the SFBC member vote on whether to abolish voting membership:

The article in the Chronicle contains some clearly false and some disputed factual claims, stated as facts. It also contains some false or disputed allegations against me by others, to which I was given no chance to respond. The story as published on the Chronicle Web site (but not as published in the print edition of the paper, obviously) links to the home page of my blog. But so far as I can tell, no attempt was made to contact me or get my side of the story before publishing these false and/or disputed claims against me. I have posted my message to the author of the Chronicle story, and her reply, here:

Posted by: Edward Hasbrouck, 10 September 2015, 07:14 ( 7:14 AM)

On 4 August 2015, the SFBC announced that the majority of votes were in favor of the proposed change in the Bylaws. It's unclear, however, how many members realized what the were voting for, given the inadequate notice of the election and the false and misleading statements made by SFBC Board members in support of a "Yes" vote, as discussed here:

The next step in the process is for the full SFBC Board to consider whether to accept, or to overrule, the certification of the vote as complying with the procedures required by state law -- which it clearly did not. The next meeting of the SFBC Board of Directors is scheduled for Tuesday, 1 September 2015, 6:30-8:30 p.m. at the SFBC office, 833 Market St., 10th floor:

Posted by: Edward Hasbrouck, 10 September 2015, 07:16 ( 7:16 AM)

Open letter from "Save SF Bike" to the SFBC Board of Directors, 18 August 2015:

Posted by: Edward Hasbrouck, 10 September 2015, 07:17 ( 7:17 AM)

8 September 2015: "The Board has voted to rescind the certification of the July election. This means we will go back to our prior bylaws; it also means we will have a member election for Board members this fall":

Posted by: Edward Hasbrouck, 10 September 2015, 07:19 ( 7:19 AM)

9 September 2015: SFBC Board illegally tries to limit Board to major donors:

Posted by: Edward Hasbrouck, 10 September 2015, 07:20 ( 7:20 AM)

Save SF Bike platform for the SFBC:

Save SF Bike 2015 slate of candidates for the SFBC Board of Directors:

Posted by: Edward Hasbrouck, 13 October 2015, 12:30 (12:30 PM)
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