First, I find it tremendously encouraging to see that people are actually reading the SCAA bylaws these days. For years I felt that I, Ted Lingle, and the lawyer were the only people on the planet who had read them closely.
Now for some targets for the slings an arrows...
I have to agree with Mark that Mr. Love’s quotes from the SCAA bylaws are weak support for his stance regarding the status of board members relative to business conduct. I have spoken to Mike and he is earnest and forthright in his opinion: a board member who has broken any law should resign or be removed. That opinion, whether you agree with it or not, whether you believe the question to be more nuanced in this case or not, is a stronger argument standing alone than section 3e from the bylaws, which simply says it is our intent (i.e. object and purpose) to cooperate with others to establish and enforce rules, practices and laws that further our interests as an industry. Having experienced a brief stint in retailing, I may be able to argue that laws governing sales tax do not, to quote directly from 3e, “improve the conditions under which the specialty coffee industry renders services to the public,” and therefore are not subject to our support. Okay, that would be foolish, but I’m trying to make a point.
Mike also quotes 3f, which says to do whatever it takes to reach our goals, as long as it is legal. I’m paraphrasing, but the exact wording is in Mike’s letter via Sarah, page 1. This is specific to our corporate endeavors as a trade association. I can accept that the macro/corporate “do all that is legal to further our aims,” is inherent to the micro/individual “do all that is legal to further your business,” but, again, it is not what the section says and Mike’s opinion, an opinion which others clearly share, stands firm alone, without trying to squeeze it into the bylaws and so remove it from the realm of the “debatable.”
Clearly, it is debatable.
I realize that in online forums we fetishize opinion and a few have asked me to unzip already, but I decline to do so in this context on grounds both professional and personal and make no apology for it. But more importantly, I set aside my opinion as hardly meaningful. I came to it on my own, apart from this forum, as did Mike Love. Nothing I have read here has changed it or even moved it slightly and I have no need to get mine into the circle. Bigger than my opinion are a few questions.
In my view, the most relevant section of the bylaws is section 10 (CONDUCT AND POWERS OF THE BOARD OF DIRECTORS) paragraph “i” which reads:
"10(i) A Board member may be publicly reprimanded, fined, or have their Board participation suspended for cause by the Board after the following procedure: Cause shall include a failure, in serious degree, to observe the Association's rules of conduct as prescribed by the Board in the Bylaws or otherwise. This discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefore. The Board member shall have an opportunity to be heard by the Board, orally or in writing, not less than five days before the effective date of the discipline by the Board. The Board shall determine whether cause exists and the appropriate discipline, if any."
If I were a board member I would be reading this section over and over and I would be asking myself again and again “What rules of conduct, in the bylaws or anywhere else for that matter?” (note, they may exist, but in ten years I never saw them, or if I did it has been erased from my memory by Ninja hypnotists) Given that I was on staff for nine years and never helped write a code of conduct, I'll take my share of that hit.
And then, if I were a board member, and someone suddenly shoved some rules of conduct into my hands, and those rules addressed the current situation without ambiguity, I would ask which punishment, as described in the bylaws, fits this particular situation: Public reprimand, a fine, or suspension of board participation? And I would note that requesting or forcing a resignation was not in my arsenal. Neither is kicking someone off the board. Surely the reason the “original framers” of the charter/bylaws included more than one punishment was so that the punishment could “fit the crime,” from premeditated malfeasance, to irresponsible business practices. If I were on the board, I would be trying to follow a process using the tools available to me while remaining fair to everyone and respecting confidentiality regardless of what appeared in news articles or forums and it would drive me nuts that people thought I was trying to cover things up but I would keep moving forward with the process and not complain because I didn't sign up for a parade.
Finally, in the category of “let him who is without sin cast the first stone,” I feel I should point out that whatever action the board took toward a board member using section 10(i), they should be prepared to undertake with any member and then some. Section 12(e)(f) reads:
"12(e) A member may be publicly reprimanded, fined, or have their membership suspended for cause by the Board after the following procedure: Cause shall include a failure, in serious degree, to observe the Association's rules of conduct as prescribed by the Board in the Bylaws or otherwise. This discipline shall occur only after the member has been given a fifteen (15) day prior written notice of the proposed discipline and the reasons therefore. The member shall have an opportunity to be heard by the Board, orally or in writing, not less than five (5) days before the effective date of the discipline by the Board. The Board shall determine whether cause exists and the appropriate discipline, if any.
12(f) A member may be expelled for conduct prejudicial to the objects and purposes of the Association. This discipline shall occur only after the member has been given a thirty (30) day prior written notice of the proposed discipline and the reasons therefore. The member shall have an opportunity to be heard by the entire membership, orally or in writing, not less than fifteen (15) days before action is taken to remove the member. Expulsion shall be effected by the adoption of an appropriate resolution by two-thirds vote of the Association's eligible voting members in a written ballot."
But again, in (f) it only indicates acting against “objects and purposes” of the association, which are to promote public interest, provide education, establish a forum, ensure a sense of industry purpose, enhance the unifying character of the industry, and, again, whatever you can legally do to attain the above. As far as I know, only once has a member been publicly expelled, about 12 years ago, when a member was caught labeling bags of green coffee as Kona when they were mostly Panamas.
Clearly, this worked against the objects and purposes of the association. It wasn’t really debatable, and a judges agreed when he sentenced the member to a prison term. The legal punishment and th association punishment, you could say, were fairly aligned.
[edited for typos only...and no doubt I've still missed a few]
Last edited by Mike Ferguson
on Fri May 16, 2008 8:24 pm, edited 1 time in total.
Batdorf & Bronson Coffee Roasters