These are radical times. This calls for radical governance. Starting with updating enterprise bylaws.
These are radical times. This calls for radical governance. Starting with updating enterprise bylaws.
Just over a year ago, Shaanaz Gokool, a woman of colour and CEO at Dying with Dignity, wrote a letter to her board of directors of the Canadian nonprofit. She presented a list of grievances, including pay equity (her predecessor had been paid more despite a narrower range of responsibilities) and ongoing experiences of systemic discrimination that undermined her ability to do her job. The pay equity issue was eventually resolved—but the systemic discrimination issues, which Gokool found to exceed federal and provincial human rights code thresholds — remained. Gokool requested a third-party mediation so that she, and the enterprise, could resolve the issues and move on in a positive way.
Soon after, the head of the Board’s human resources committee requested a meeting – Gokool thought to kick off the long-awaited mediation process. Instead, three board members showed up at her office and said, “You’re fired.” They slid an envelope across the table containing the paperwork, handed her a box for her things and coarsely ushered her out the door which made Gokool feel like she was a military grade threat. When she stopped to comfort a close colleague who, after hearing the news, was sobbing in her office, one of the board members attempted to block Gokool’s path.
“I really believed the organization was going to fulfill its commitment to mediating. I was surprised…it was abrupt…it was very shocking.”–Shaanaz Gokool
A few months later, a new CEO, a white woman, was hired as Gokool’s replacement.
To this day, the board denies any wrongdoing. So much for dignity. Hello trauma for all.
A year later, Gokool has not been able to find employment in her field. She believes it’s because she now has reputation as whistle blower, a troublemaker, an untouchable.
The nonprofit, the board clearly failed to treat their living employees with dignity. As for governing with care via a social justice lens or in accordance with their own stated “person-centered code of conduct,” The Dying with Dignity board, even if on safe legal grounds, gets a total fail.
Unfortunately, Gokool’s experience is far from unique.
Set Up to Fail
There is a profound lesson here for founders. Bylaws matter.
But most startups, their advisors and startup or accelerator programs think “Bylaws? Boring!”. They ignore what is now arguably one of the most important but overlooked tools for ensuring real accountability, enterprise sustainabilty and driving real social change — crafting radically empowering enterprise bylaws.
Need more convincing?
Consider the impact on the Green Party of Canada when they recently hired an Executive Director who had a history of sexual harassment related allegations against him. During his several years on the leadership team of Engineers Without Borders (EWB), Prateek Awasthi participated in EWB efforts to silence victims (via use of nondisclosure agreements), discredit the allegations, cover up and even orchestrated retaliation against whistle blowers. Awasthi, EWB directors and executives refused to put in place the independent inquiry that was demanded by suvivors. Still the Green Party, while under the leadership of Elizabeth May, hired Awashi in May 2020. Several Green Party leaders and staffers protested his hire. Two staffers quit. Party members threatened to leave.
The Green Party’s Federal Council’s (a.k.a. the board) response to the outcry: maintain their position that he had learned from his past mistakes and, well, all that was in the past.
Those harmed disagree, vehemently. Chelsey Rhodes is an EWB survivor. Rhodes is also the co-founder of Total Systems Failure, an online EWB survivors and supporters group of 90+ which states ” EWB publishes a yearly failure report and has championed the idea of “admitting failure.” We haven’t seen them live up to that, so we are doing it for them.” The most recent post on the site on Oct 7th 2020 is a call to support another EWB survivor’s GoFundMe campaign to help cover legal costs. While EWB considered the accusations of sexual harassment matter closed some time ago, for the victims, it is clearly not.
All this raises an important question. Who gets to decide when it’s ok to exonerate past behavior? The perp? Or the victims? Whose hurt and reputation do you centre in your response? And how much did anyone learn given the uproar from past victims and the Green Party’s stubborn defence of their hire? The EWB story also demonstrates how inappropriately addressing these issues can impact the reputation of the organization for years to come-even after the perpetrators have left.
The Green Party’s constitution and bylaws outlines a clear fiduciary duty to advance social justice, but its Federal Council gets a fail on follow through, quality of response and effective implementation. It’s not enough to market progressive intentions, the governing body has to act with skill and alignment with those values and be clear about interpreting them — who will the board protect, the organization or the people the organization serves?
Another social justice organization, Equal Voice, faced similar fallout after firing three women of colour –initially hired to increase diversity then fired for speaking up about oppressive practices. The national nonprofit, which promotes women in politics, later struggled to keep funders, four directors resigned, and even supporters called into question the rationale of organization’s entire mission. Equal Voice bylaws make zero reference to social justice responsibilities although the goal of the nonprofit is to advance equality.
In August, LiisBeth called out the government funded nonprofit incubator Futurepreneur for its “circle the wagons” response to a complaint of racism levelled against one of its volunteer mentors by a BIWOC applicant. Did their conduct follow rules in their bylaws when it comes to social justice issues? Hard to say. Unlike our other examples cited here, their bylaws are not available online via a Google search.
Underlying all these cases is a problem of unskilled governance, namely, out of touch, uninformed and/or ignored bylaws. And that leaves enterprises purporting to advance social justice doing the exact opposite – casting out whistle blowers and defaming troublemakers instead of embracing them as solutionaries to advance their cause.
Why Entrepreneurs Need To Get Their Bylaws Together
I work with hundreds of entrepreneurs and founders. Few understand or appreciate the importance and role of bylaws.
Bylaws are essentially your house rules — backed by the law of the land. They are the heart of your organization. They tell investors, stakeholders, customers and employees how you really show up in the world. They lay out what you see as your duty of care and the quality of fiduciary conduct you expect from directors.
They are more powerful than any website mission or diversity and inclusion statement will ever be.
But too often, bylaws are bare bones, written in haste and deliberately kept short. Lawyers routinely advise founders to do so because bylaws are harder to change later due to the consensus building required. Deferring the development of contemplative bylaws saves a startup time and money. And many will argue that badass bylaws, ones that demand accountability beyond minimum legal requirements, will make it harder to entice directors to join your board.
But template bylaws and laisse-faire attitudes towards them reflect classic patriarchal standpoints.They protect directors, not enterprise stakeholders.They focus fiduciary duty on money, power and efficiency. In recent years, more progressive organizations have amended their bylaws to follow the ESG (Environmental, Social and Governance) standards, which gives a nod to the environment (do no harm) and corporate social responsibility (CSR), which is primarily about giving back to a community, not doing what is just in your organization.
And it doesn’t go nearly far enough in throwing off the shackles of systemic oppression.
Why Bylaws Need a Feminist Frame
It’s time to move past governing like a patriarch to governing like a feminist. And this means reconsidering how power is distributed, centering the concept of care, and articulating a commitment to social justice and developing the skill to advance it.
Yes, this applies also to enterprises with a founder/director of one. Un-incorporated sole proprietors would also do well to consider these issues.
The first step? Acknowledge that we live in a white supremacist, patriarchal, colonial and neo-liberal capitalist society, hence, so are the bylaws such a society spawns. Accept that it’s no longer acceptable to perpetuate these and other oppressions fueling inequality. And move to embracing guidelines for better conduct.
The next step is to boldly commit to change and consider the following:
Still need more convincing?
At the recent Social Values conference, Stephen Nairne, Chief Investment Officer of Raven Indigenous Capital Partners, an Indigenous-led and owned financial intermediary, told the audience this: “Your enterprise will be called to account. We have to learn how to heal it when breached and potentially even reorganize to maintain their core purpose under radically changed circumstances.”
Or put another way, if you are not taking stakeholder activism seriously, rethinking your bylaws, or taking care in crafting new ones, you are screwing your investors, stakeholders, and community. Not to mention the future.
Be the change? Fuck that. Get out there and lead the change.
Contributor’s Bio: pk mutch (she/her) is a white, cis top end Gen X serial entrepreneur, feminist, street journalist, consultant and educator who lives in Toronto and enjoys getting from place to place by bike. pk mutch is also the founder and publisher of LiisBeth Media and Eve-Volution Inc.
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