Proposal: BOD Transparency Clause
Hi there prime-mates! As you know I have served on the BOD since 2016. Although there's a lot of celebrate, there are some things that have been happening over the last year on the BOD (NOT the new incoming BOD just elected) that have made me uncomfortable. Although I am open to talking more about that in a facilitated way, I actually don't want to get caught up in what went down and instead want to move forward with the new BOD focusing on ensuring clear and transparent decision-making about factors that affect everyone in the cooperative.
I would like to hereby request that the new BOD crafts and adds a clause to the bylaws clarifying that certain kinds of decisions must require transparency and cooperative member visibility:
Decisions that may result in new safety concerns, exposure to new kinds of liability, and/or that introduce new compliance requirements
Decisions relating to subleases / contractual agreements that impact the cooperative's finances pertaining to use of any part of our shared space
What does transparency mean?
All members must be notified about the potential risks/impacts before decisions are made, especially before contracts are signed
Something is better than nothing; even if the BOD doesn't fully understand the potential exposures enough to articulate them, it is their duty to be transparent about the process (members can decide for themselves how much they want to engage)
Sometimes the BOD needs to move quickly. That's ok. Urgency can be communicated upfront and the BOD can simply explain why it is making its decisions and how it understands the timelines-- if the cooperative membership can't be trusted to understand urgency, that's a problem that should not "solved" by a lack of transparency.
Legal agreements must be finalized and shared with the cooperative prior to new activity taking place.
Is this something the PPAC BOD would be willing to draft and add to the bylaws?
Nicola Campbell Sat 20 Dec 2025 3:37PM
Addressing the "Urgency" vs. "Transparency" Conflict
@Jerone You mentioned that urgency shouldn't be an excuse for secrecy. A common middle-ground used in governance is the "Notice Period Waiver":
@Michael Middleton
The board can move quickly, but they must issue an "Emergency Disclosure" stating why the timeline is compressed.
The default remains that members receive a summary of legal agreements before the activity commences....food for thought
Nicola Campbell Sat 20 Dec 2025 3:44PM
Food for thought
In a cooperative, there is a "circle of trust", information that is appropriate for Stewarding Members (those with operational responsibility and skin in the game) may be highly sensitive or inappropriate for non-members, sub-tenants, or the general public.
I believe that when transparency is too broad, it can actually create security risks or breach confidentiality agreements with third parties.
Nicola Campbell Sat 20 Dec 2025 3:56PM
Transparency vs. Privacy
Does "transparency" mean we have to show our private contracts to everyone?
Should we protect sensitive information from non-members?
We want to encourage people to become Stewarding Members, right? Shouldn't that status come with privileged access to transparent decision-making that isn't available to non-members or the general public? It defines the boundary between who is 'in' the circle and who is just a visitor.
The Idea: A "Stewarding Member" Access & Confidentiality Framework
The Concept:
We should treat Stewarding Membership as a position of both high trust and high access. The idea is to create a "protected circle" where the Board can be 100% transparent with those who are actively building the cooperative, without exposing sensitive data to the general public or non-members.
Michael Middleton Sat 20 Dec 2025 8:26PM
@Nicola Campbell just as a note, but you may have tagged me in an item meant for Jerone. (I did not mention anything related to quick movement, other than that we should be spending less time on admin, so letting you know in case you want to make sure Jerone, who did mention that, reads your perspective.)
And I definitely agree with your point about Stewarding vs. non-Stewarding Members - as I said in my comment, I think Stewarding Members should have absolute transparency. To be honest, I foresee very few emergency situations where we have enough time to hold a Board Meeting, but not enough time to at least hold a GW informational meeting. (The exception would be the items in our by-laws or constitution, i.e. highly personal issues a person wants to discuss for safety concerns, etc.)
Yuko Sun 21 Dec 2025 6:51PM
Hi all,
As a previous Board, here's what I've observed in the past. And just want to note beforehand, I'm all for transparency and this is my personal perspective, both as a past Board member and a member of cooperative, who care deeply about the wellbeing of this cooperative.
1) Transparency:
A layer in this conversation must be addressed is that there's a distinction between what is available and what is accessible. Meaning, just because it's transparent it doesn't guarantee everyone's understanding. During my time as a Board, secretary work was something that I've taken part of and I did my best to include the link, dates, past meeting notes, etc. There's a lot happen in this cooperative.
"If you have a question, come to piggybank and ask questions." : nobody comes.
"If you need support with events, come to event team meeting". issues arise after events..
"If you have questions, please ask the Board, or the fellow members". silence.
"This doesn't really impact my practice. So, I'm fine with whatever."
"You mentioned this in the past, where is it again?"
So, while I am for having that clause within bylaw as a written down accountability, there's a more fundamental cultural and behavioral issue that we, the cooperative members, need to take deeper look at.
2) Documents and Terms, or agreements.
Whether that is legal documents or not, these are simply a collection of words. We, the people, understands that as we want to, or as we try the best. I speak as someone English is NOT a first language. One of the beauty of Prime Produce is that we care about people. It is based on the culture of care and being there for each other. My wish is that any internal agreement would represent that culture and the intention. Which is the complete opposite of majority of legal documents in my opinion. (Note: I do not disregard the fact that we still deal with the insurance policies or clients work. And that is a completely separate matter.) We can write things in more "human language", we can write things more solidarity manner, we write things with understanding that cooperative and this organization is more emerging approach rather than top-down approach like the rest of the world.
My hope for us is that we can create something that we can practice explicit & mutual understanding of what is written down, and what we are agreeing to, so that we can hold each other accountable in more collaborative manner. In a way that encourage and motivate ourselves to be accountable for our action.
Thank you for reading.
Love and light
Yuko
Michael Middleton · Sat 20 Dec 2025 3:02AM
Thanks @Jerone ! I think there is a lot of agreement across the Guild about a need for transparency, and your thoughts just crystallize for me that we need an open. Guild-wide discussion on a few topics related to this. I've proposed this as an agenda item for the next GW meeting.
We should be practicing full transparency everywhere - from the Board of Directors all the way down to modules and teams. But we also need to simplify here by making it possible to discriminate these major issues from the noise of endless Slack threads, overlapping teams and meetings, etc. Prime Produce needs to be simpler and clearer, letting everyone know what or how to do anything, so less time is spent on admin and more on program, community, and collaboration.
What I will say from my own POV is that I am adamant that every Stewarding Member be made aware of, and given time to grapple with, anything that affects:
finances
membership definitions or benefits
changes to those benefits
access to space or budget
Lots to discuss here. Thanks for sharing!