The GLASS Model: Governance for Leadership, Accountability, Scalability & Success

The GLASS model:

1.Clarifies the responsibilities of the Board and Worker-Owners in governing the co-operative. 2.Establishes clear measures of success and reporting requirements for the OED in running the business.

3.Provides a “GLASS floor” separating the role of owners governing the co-operative from the role of workers operating the business.

Owners

Business

GovernanceGLASS Floor

GLASS Model Governance Structure

Workers

President

OED

Board

OED ReviewAudit

Leadership & Training

Education

Governance

Co-op Culture

GLASS Model: Documents

• Responsibilities chart

• Propose/Vote/Ratify grid for multi-party decisions

• Committee charters (To be developed during implementation)

• Dashboard reports and schedule (To be developed during implementation)

• Measures of Success (To be developed during implementation)

• Document archive Contains all of the above, plus previous policies and resolutions passed by the Worker

Owners and Board that are still relevant, including:• By Laws & Articles of Incorporation • Mission & Guiding Principles• 20 Year Vision• Compensation Philosophy• Rights & Responsibilities for EE Worker-Owners (2/2/06)

GLASS Model: ResponsibilitiesResponsibilities

Worker Owners

Powers established in the By Laws, and described in “Rights & Responsibilities for W-Os”. Amend By Laws, Dashboard, Measures of Success, and Governance Structure. Ratify Vision, Compensation Philosophy, Change in location, Additions of new services or operations. Foster co-op education and culture. Be informed and participate in Co-op activities.

Board

Powers established in the By Laws. Define and support the Vision. Hire/fire Executive Director, establish annual goals for OED related to Measures of Success, conduct annual OED review. Amend By Laws, Dashboard, Measures of Success, Compensation Philosophy, and Governance Structure. Approve Strategic Plan, Annual Budget/Forecast, Investments in Other Organizations. Maintain records of the organization (ex. By Laws, Measures of Success, Dashboard, etc.) Foster leadership development. Provide financial oversight for organization. Interpret and resolve conflicts of interest related to governance. Be informed and participate in Board activities.

OED

Manage the Business. Create and execute Annual Budget/Forecast. Create and execute Strategic Plan in keeping with Vision. Communicate Dashboard reports to the organization on schedule. Provide adequate insurance and recovery plans. Provide up-to-date, written personnel policy. Provide pay and benefit schedule in keeping with Compensation Philosophy.

GLASS Model: Propose/Vote/Ratify Grid

Worker Owners

Board OED

Documents & Plans

By Laws & Articles of Incorporation P & V P & V P

Dashboard & Measures of Success P & V P & V P

Vision R P & V P

Compensation Philosophy R P & V P

Strategic Plan V P

Annual Budget/Forecast V P

Annual Goals for Measures of Success P & V P

Actions

Investments in Other Organizations V P

Change Organization Location V P

Add New Service or Operation V P

Change Co-op Governance Structure P & V P & V P

P = Propose, V = Vote, R = Ratify

GLASS Model: Committees(Charters to be developed during implementation.)

LEADERSHIP & TRAININGResponsible for assessing co-op leadership training needs and ensuring that adequate training programs are available for OED, Board, and Worker Owners in, or aspiring to be in, co-op leadership positions. (Budget to be determined during implementation.)

AUDIT(Remains as is.)

OED REVIEWAdjust schedule to conduct full annual reviews.

Board Committees:

Worker Owner Committees:

GOVERNANCEResponsible for screening proposed changes to governance documents for potential conflicts with existing By Laws, Operating Rules or other policies. (Same structure and responsibilities as in current Operating Rules.)

Responsible for leading biennial review of the Dashboard and Measures of Success.

Responsible for monitoring potential conflicts of interest, and establishing a process for managing situations where conflicts of interest arise.

EDUCATION(Remains as is.)

CO-OP CULTUREResponsible for periodically surveying the organization to provide a formalized way to give members a voice in fostering our co-op culture.

The Dashboard is a set of reports from Management that inform the entire organization of the current state of our business, and our progress toward long term goals.

Reports could include:• Financial: Income statement, Balance sheet, Cash flow statement, YTD Sales vs. previous & budget, YTD Profit/Loss vs previous & budget• Mission-related: Vision status update, Co-op principles, Fair Trade impact• Organizational: State of the Co-op, OED report on current hot topics

Management will generate Dashboard reports on a regular schedule, and send them out to staff, membership and the Board. Time will be set aside at staff, Worker Owner and Board meetings for follow up questions and discussion.

The Clerk will archive the Dashboard list, schedule and reports with the official documents of the organization, and ensure that they are available to all Worker Owner and Board members.

The Dashboard will be reviewed biennially and can be amended by either Board or Worker Owners (using our current “Action At A Meeting” process described in our by laws.)

GLASS Model: Dashboard Reports(Dashboard to be developed during implementation.)

Measures of Success will be used to evaluate Equal Exchange on an annual basis, so we can track our organizational health and progress toward our goals.

Measures of Success could include:• Financial: Profitability (2-7%), Debt to Equity (2:1)• Mission-related: Vision Goals (2M/1B), Fair Trade Impact indicators• Organizational: Staff retention, Pay ratio

Management will present a Measures of Success report to the Board on an annual schedule for discussion and evaluation at a Board meeting. The Measures will also be used as a guide for establishing annual goals for OED.

The Clerk will archive the Measures of Success with the official documents of the organization, and ensure that they are available to all Worker Owner and Board members.

The Measures will be reviewed biennially and can be amended by either Board or Worker Owners (using our current “Action At A Meeting” process described in our by laws.)

GLASS Model: Measures of Success (Measures of Success to be developed during implementation.)

Form temporary Implementation Team to create Measures of Success, Dashboard reports, and establish reporting schedule.

Composition of temporary Implementation Team: From Board – 2 (TBD by Board)From W-O – W-O Coordinator + 1 (TBD by W-O)From Management – Rink or Rob + 1 (TBD by OED)Facilitator – Ann

Timeline:By 7/1 – Determine which Board members, Worker Owners and Management reps will participate.

7/1 to ? – Meetings to develop MOS, Dashboard, schedule: • Mtg #1: Evaluate previous Measures of Success and goals used with Policy Governance, discuss

what measures are still relevant, what’s missing. • Mtg #2: Compile first draft of new Measures of Success. Schedule open discussion session with

organization to get feedback.• Mtg #3: Finalize Measures of Success to be approved and set date for 2 year review.• Mtg #4: Collect examples of reports actively developed and in use by OED. Discuss which reports

are relevant, and what reports are missing. Identify any reports that should be included in the future, but are not currently feasible.

• Mtg #5: Compile first draft of Dashboard, schedule, and list of any reports to be added in the future. Schedule open discussion session with organization to get feedback.

• Mtg #6: Finalize Dashboard to be approved and set date for 2 year review. 9/15 or 12/1 – Approve Measures, Dashboard and schedule at Board meeting.

Ongoing – Set aside time at Worker Owner, Board and Staff meetings for reports and discussions.

GLASS Model: Road Map for Implementation - Step 1 of 3

Form Committees. Composition of CommitteesAudit: same as currentGovernance: Chair = Board member, plus Board members and Worker Owners (size: 3-6) Leadership & Training: Chair = Board member, plus Board members and Worker Owners (size: 3-6) OED Review: Board members (size: 3-6) Co-op Culture: Chair = W-O Coordinator, 1 Board member, plus additional Worker Owners (as the W-O Coordinator deems necessary) Education: same as current Timeline:By 7/1 - Determine interest of Board members and Worker Owners in participating in committees. Elect committee chairs for Board committees.

July/Aug/Sept – Committee chairs recruit participants and draft charters for new committees using Audit committee charter as a model (including purpose, composition, meetings, responsibilities & duties, and resources & authority for the committee).

9/15 – Approve Board committee charters at Board meeting.

Ongoing - Modify agendas for Worker Owner and Board Meetings to include reports from committees.

GLASS Model: Road Map for Implementation – Step 2 of 3

Additional Tasks:

For Worker Owners:•Plan for May 2012 Governance Model evaluation - who will lead, and what criteria will be used to evaluate• Add topics that came up during these Governance discussions to future meetings for discussion. For ex:

- What constitutes a “new service or operation”? - Is there a path to ownership for workers who are not on owner track?

For Worker Owners & Board:• Collect any previous policies and resolutions passed by Worker Owners or Board for document archive.

For Board:• Set up document archive• Establish policy/process for managing conflicts of interest

For Board & OED:• Discuss Board meeting agenda structure and topics... now that we're free from the Policy Governance agenda structure, do we want to change anything about the meetings?

For OED:• Figure out who will be responsible for charitable contributions

GLASS Model: Road Map for Implementation – Step 3 of 3