MEC Board Election: The Media Co-op Interview

BY:

With 3 million member-owners, Mountain Equipment Co-op is one of Canada's largest. It's also one of the most active co-ops. It regularly wins corporate social responsibility awards, and gives about $3 million per year to environmental organizations.

MEC has also been the subject of some controversy. Last year, the board passed a special motion to ammend the co-op's bylaws to allow the board to set criteria and reject candidates based on those criteria.

This year, they're going farther, asking the membership to give them the power to not only select who can run for the board, but to propose certain candidates as being the board's choice.

Last year, MEC Members for a Democratic Co-op (disclosure: I am a founder; I was also an MEC board candidate in 2011) published an open letter denouncing the undemocratic changes. In previous years, activists have taken on MEC's leadership for using Israeli military suppliers as a source for certain products.

This year, I asked each approved board candidate (I was not able to interview members whose candidacy was rejected by the board) about MEC's recent moves, ethical sourcing, democracy, cooperation and MEC's partnerships with ENGOs which focus on collaboration with industry.

Not all candidates responded, but some of those who did were prolific.

What follows is a table indicating the general tenor of each candidates response, followed by the questions, with brief excerpts of responses, focussing on the "bottom line" of each candidate's response. Scroll down further for the full responses, which contain sometimes quite extensive explanations.

The following overview is meant to convey a rough sense of the responses. Read the full response to determine the candidate's position:

	1. Letter	2. Sourcing	3. Cooperatives	4. Democracy	5. Environment
David Goldsmith
Ellen Pekeles
David Wexler
Judy Martin
David Wartman
Edward Balcewich
Bob Brent
Rob Campbell
Margie Parikh
Shawn Mitchell
Dale Mills
Colleen Fleming

Key:

Opposed	Equivocal/need more info	Partially support	Support	Did not respond

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Excerpts:

1. In an open letter (available here) signed by over 350 people, "MEC Members for a Democratic Co-op" said that recent modifications to the bylaws, which give the MEC board the power to approve or deny members who wish to be candidates for the board based on criteria they set was "not an appropriate power for democratically elected directors" and creates a "conflict of interest." As a board member, would you work to change this? If so, how?

David Goldsmith: "If I were elected to the MEC board, and if this issue was considered significant in the years ahead, I would certainly be in favour of examining other options to ensure a representative and capable board for MEC into the future."

Ellen Pekeles: "The options are to recommend 4-9 candidates and allow everybody to run who wants to or the current method where the Board eliminates candidates who don't have the skills, through a third party screening process, and then allow all qualified candidates to run. "

David Wexler: "I do see reason in both positions stated on this matter... However, I am not sure that taking one side or the other, is really what the discussion needs to be about."

Judy Martin: "This is a timely and important issue for us to sort out and I appreciate the interest members have shown."

David Wartman: "As a Board member I would work to ensure that MEC has the best most responsive governance system that acts in the best interests of the co-operative and its members."

Edward Balcewich: "While it doesn't make everyone happy, it is in the best interests of MEC."

Bob Brent: "So while I understand the emotional comfort of a totally democratic, don't exclude anyone Director ballot, let the members alone decide, it may not produce the best result for MEC."

2. Some activists have pointed out that certain products at MEC have been sourced from companies which supply armies involved in ongoing military occupations in Afghanistan, Iraq and Palestine. As a board member would you work to change the sourcing policy to exclude companies which benefit from wars and military occupations?

David Goldsmith: "If I were elected to the MEC board, I would be interested in ensuring that MEC sources its products from companies that treat their workers with dignity and fairness, at a fair wage, and that are operating in an open and honest fashion with respect to whether or not their other clients are engaged in warfare."

Ellen Pekeles: Yes.

David Wexler: "What a shame that you raise this question, Dru... I am NOT going to raise this matter at the Board level, and if this costs me votes for a Board seat, so be it"

Judy Martin: "Before changing the sourcing policy, I need to understand the facts with respect to the current situation and the current policy."

David Wartman: "So, my preference is to seek out suppliers who meet our sustainability objectives and who provide quality goods at competitive prices - what I believe the majority of our members are looking for."

Edward Balcewich: "Absolutely, as a board member I would work to change the sourcing policy to exclude companies which benefit from wars, military occupations, slave labor, weapons involvement, etc."

Bob Brent: "If I am successful in being elected a Director, I'll commit to learning all I can about their ethical sourcing policy and how it is being applied to not only Israeli, but, other products from conflict zones where civil rights or crimes against humanity are alleged..."

3. The cooperative principles that MEC adheres to include "cooperation among cooperatives." Do you think that MEC could do more to support other co-ops in Canada, or potentially source more of its products from cooperatives?

David Goldsmith: "Is there room for improvement? Of course. Would I work to oversee such improvement? Yes, of course as well."

Ellen Pekeles: "Yes. As an executive at a large financial cooperative in BC, I am running for the MEC Board to advance cooperation among cooperatives."

David Wexler: "MEC could... share in our knowledge and expertise; and to help cooperatives form where there are needs that are not being served by other institutions. ... MEC [could] become a marketplace for mini-coops, and an incubator for start-ups that form using a cooperative model to replace suppliers of products sourced from outside of Canada."

Judy Martin: "Being the largest co-operative in Canada, I think MEC could take a leadership role with respect to other co-operatives..."

David Wartman: "If a co-operative cannot match the sustainability, quality or price requirements that MEC sets then I would find it difficult to make the argument that MEC should support that co-operative, just because it is a co-operative."

Edward Balcewich: "I would commit to find out to what extent MEC supports other co-ops in Canada, or potentially source more of its products from cooperatives."

Bob Brent: "...I believe coops can learn from each other & competitors to accelearate their growth and success."

4. Another cooperative principle MEC has committed to is "Member democratic control," which states that "Co-operatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions." Currently, the board does not consult the membership about any decisions outside of board elections and special resolutions, and contact information for board members is not available on the web site. Do you think that MEC's current behaviour is consistent with this principle? If not, what should be done?

David Goldsmith: "Should the board contact the broad membership to set policy and make decisions? This could easily become very expensive and time consuming, and may or may not be fruitful."

Ellen Pekeles: "No. I would support and advocate for more widespread member engagement so that we understand the needs of members and strategize accordingly."

David Wexler: "I think that perhaps we can use technology to help us have greater engagement and involvement between members and their elected Board, through on-line town hall meetings, and I would be supportive of helping this to occur."

Judy Martin: "Could their be other avenues for the board of directors to receive input from the membership - yes, there could be and I would support that."

David Wartman: "I think there are potentially ways and structures that could be adopted that would enable to members of the Board to consult more effectively with membership."

Edward Balcewich: "I would not be able to comment at this time as I am not in possession of the facts on both sides of the equation."

Bob Brent: "...the Board has a fiduciary duty to keep MEC's best long-term interest in mind at all times, not respond to the vagaries of current social causes. I believe the most appropriate member input is to Management via expert customer panels."

5. MEC is a signatory of the Boreal Conservation Framework which is also signed by Suncor, the fifth-largest oil company in North America, one of the major sources of climate-changing CO2 emissions in Canada, and the largest player in the tar sands industry, which is destroying the boreal forest faster than any other. MEC's major partner in The Big Wild is a partner in the Canadian Boreal Forest Agreement, which commits it to help Canadian logging companies market their products as "green." The agreement has been criticized by First Nations and activists as being undemocratic and not actually resulting in a change in the cut rate while helping to greenwash logging companies. Meanwhile, Greenpeace has pulled out of the agreement, saying that the companies like Resolute are logging in areas that were supposed to be protected. Do you feel that these partnerships are consistent with the mandate for conservation expressed by MEC members and with the spirit of the 1% for the planet campaign?

David Goldsmith: "Perhaps MEC can be party to these agreements, even if big resource development companies are also party to these agreements, in the hopes that MEC can have a greater influence"

Ellen Pekeles: "As a candidate and not a current Board member I do not have enough information to comment."

David Wexler: "I think that there is always more that we can do to preserve, restore, and even enhance our natural environment."

Judy Martin: "This is an issue that I need to understand more about. From what you have written, it appears that there is inconsistency between MEC's mandate and being a signatory to the Boreal Conservation Framework"

David Wartman: "I certainly don't support clear cut logging, nor do I support the right of energy companies to pollute with impunity. At the same time, I do think that more progressive change can be gained by engagement and collaboration..."

Edward Balcewich: "Regarding the response to your question, I believe that each partnership needs to be constantly monitored for compliance to their mandates."

Bob Brent: "As a Chemical Engineer, concerned about the environment, I purchased nothing but Sunoco gas for my car, beginning in the 1990's, when they first introduced their 10% ethanol blends..."

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Full responses follow:

David Goldsmith: I have served on a number of boards over the years, and the issue of the process for selection of board members is a constant topic. Every kind of option has both strengths and weaknesses. One the one hand, there can be free and fully open elections. This is perhaps the most completely democratic model, with the benefits that such a democratic model may entail. On the potential downside of this model, especially when electing representatives to a failry small body such as the nine member MEC board, is that the people who may be elected may not be the best suited candidates for the positions. This could result in serious gender imbalance, geographic under or over representation, skills shortages on boards, etc. On the other hand, fully appointed boards may avoid these problems noted, but may actually creep towards nepotism and "the old boys' club". In between these options there are many diverse potential solutions to the issue of trying to ensure that a new slate of candidates will hopefully produce skilled and qualified board members, while also representing the broad membership of an organization in a meaningful way. The MEC board has tried this year to find a solution that will result in having the membership elect members to the MEC board that will have the skills and attributes necessary to serve the interests of the corporation and the interests of the MEC members to the greatest extent possible. As I stated at the outset, each potential solution may have its strengths and its weaknesses. MEC has a membership of 3.8 million people. That is great news and a great number. It would also be great if the MEC board could ensure that it could keep every member happy, all of the time. While I understand that 350 MEC members signed the letter you mention, and that is a significant number, does that mean that the other 99.9907% of the membership are OK with the direction being taken by the MEC board on screening candidates? For me, something like this is not cast in stone. If I were elected to the MEC board, and if this issue was considered significant in the years ahead, I would certainly be in favour of examining other options to ensure a representative and capable board for MEC into the future.

Ellen Pekeles: It is important for the Board to identify what additional skills they need on the Board to achieve their vision/strategy. The options are to recommend 4-9 candidates and allow everybody to run who wants to or the current method where the Board eliminates candidates who don't have the skills, through a third party screening process, and then allow all qualified candidates to run. Either process achieves the objective of adding Board members with the skills to complement existing Board member skills to achieve MEC's vision and strategy. MEC members retain the democratic right to elect three Board members from a broader list of candidates - 12 candidates in 2013.

David Wexler: I am not a diplomat, Dru, however, I do see reason in both positions stated on this matter. From a Board and MEC Executive perspective, I can understand a desire to equip the Board with individuals possessing the skills, knowledge, and experience, which help MEC in achieving its vision and business goals. Too, I can understand a desire to try to have a Board selection process that is perhaps a bit easier to manage through. From a membership perspective, I completely understand the desire to maintain the power of the cooperative, if you will, and ensure that member voices are heard; that member needs are addressed; and that directionally, MEC is evolving in a way that is aligned with member goals.

However, I am not sure that taking one side or the other, is really what the discussion needs to be about. I think that either the current or the recommended board selection process can achieve the same results, namely to have a Board that reflects the needs of MEC's members, and the skills to provide oversight to MEC management in ensuring that these needs are met. This pre-supposes that in both instances you have candidates and Nominating Committee members of good will, who have integrity and understand their role as that of safeguarding and helping to guide MEC as MEC continues to evolve. I think that this is not far-fetched. I think that all candidates for the Board and existing Board members, love MEC, and want to help MEC to become even better. I also think I had read that part of the Board's rationale (and who knows, perhaps most of it) comes from a need to conform to changing government legislation with respect to Co-operative Boards.

Your question though asked if as a Board member, I would work to help ensure that there is no usurping of member power nor a conflict of interest. My answer on that matter is that I will always champion transparency and engagement of membership. I do that as a long-standing HR practitioner. I do that as a long-time volunteer. It is when membership are empowered and informed, that the best works are achieved.

Judy Martin: I understand that these type of changes to the nomination process are being considered by co-ops and credit unions alike. A delicate and sensitive issue indeed. I will start by saying that board members are also members who are entrusted by the membership to make decisions that are in the best interests of MEC and the membership at large. With respect to the nomination process, I support the notion that the Nomination Committee, with the boards support, should establish criteria (i.e. the skills, experience, knowledge, values & commitment, a resident of Canada, a member for 3 years etc) for board candidacy. MEC operates in a competitive and complex arena and we all want the organization to be successful, and sustainable which is more likely to happen if we have strong leadership on both the board and the management. While I think this is an issue for some people, I think that it is the board's responsibility to bring candidates forward who best represent the needs of the organization, the values & interests of the members, and that the board has a broad range of experience, skills etc. that allows them to adequately and responsibility provide the appropriate leadership.

Criteria is one matter, but the notion of limiting the number of candidates is also a concern for members, that is, it goes against the democratic principles upon which MEC was established. I am of two minds on the issue. While I support democratic principles, I know from experience that if a large number of candidates (say 12 and over) are fielded it can be overwhelming and voting becomes random rather than thoughtful. The whole issue requires thoughtful discussion and decision making - establishing criteria; what is the right criteria?; how many people should be allowed to run for the board of directors?; should everyone be allowed to run for the board directors; should candidates be 'recommended' or not? This is a timely and important issue for us to sort out and I appreciate the interest members have shown.

David Wartman: The struggle between grass roots democracy and the need for certain skill sets on the Board in order to provide direction and oversight to management is always a difficult challenge. My most significant co-operative experience was with Saskatchewan Wheat Pool which I believe at the time had a democratic structure that was nurtured and worked well - albeit very expensive. Saskatchewan was divided into 16 districts and each district was further divided into 9 areas or regions each represented by a "delegate". Following delegate elections, the 9 delegates in each district assembled and elected one of their fellow delegates to be the Director from their respective districts. Those 16 directors provided guidance and oversight to the management of the co-operative. They were in part effective in doing so because they grew up through the democratic system and as a result by the time they became a Director, most had a pretty good understanding of what we needed to do to continue our success.

At the same time we need to remember that Boards of Directors, regardless of the sector - co-operative, corporate, not-for-profit - have a fiduciary responsibility to provide strategic direction and managerial oversight in the best interests of the organization. If a Board is unable to provide that direction or accountability because it lacks the experience then it is not meeting its responsibility and is not governing in the best interests of the organization and by extension the members.

As a Board member I would work to ensure that MEC has the best most responsive governance system that acts in the best interests of the co-operative and its members.

Edward Balcewich: While not always pictures of perfection, boards of directors have come a long way over the past few decades. Now a days, boards need to be experienced in accounting/audit, governance and management as well as be up to date on legislation and compliance with such areas as Sarbanes Oxley, which stemmed from the gross mismanagement and criminal activities during the last decade with businesses such as Enron, Andersen, Worldcom and Adelphia to name a few. Bad boards and inexperience led to financial fraud, corporate downfalls and jail terms for many of the employees and directors of these organizations as well as total destruction of the businesses.

Further, in the aftermath of every "nonprofit mismanagement" news story is the question: Why didn't the Board do something? Yet the boards of the United Way of America, Covenant House and others did not do any less than most nonprofit boards. The reality is that most nonprofit boards are ineffective in their governing function. Only when gross mismanagement occurs does a failure at governance come to the fore.

Boards that make egregious errors can no longer hide behind the excuse of inexperience, especially with an organization the size of MEC. We are in an entirely different business climate than ten years ago, therefore, MEC needs experience and needs to search out candidates with specific skill sets.

That said, MEC is not being arbitrary in their required qualifications, but rather are being forced to raise the bar for their directors by the current global business climate and the demands put on boards these days for both profit and non-profit.

While it doesn't make everyone happy, it is in the best interests of MEC.

For the reasons stated above, I am in support of MEC having an experience and educational criteria for new board members.

Bob Brent: I cannot promise "What are you going to do as a MEC director to reverse these harmful changes and to enhance democracy at MEC?"

I am not a Director, just a candidate Director, however, if elected, it is not a political, populist role sworn to advocate for a particular social cause (AGM member democracy, youth directors, Israeli product exclusion, hunting, etc.) or personal interests. As a MEC Director I have a fiduciary duty to the organization: to always keeps MEC's best interests top-of-mind in my decision making—over my own personal preferences, biases & causes. In some cases they may coincide, but, my professional obligations are clear: MEC's interests trump all others, including "shareholders" as the Supreme Court of Canada ruled in the failed "Bell" privatization auction.

The SCC ruled in a ground-breaking decision that the Bell Board & Directors' obligation wasn't to secure the highest possible share price for shareholders (as traditionally believed), but, to keep Bell's best interest in mind to ensure it would be a viable ongoing corporation (ie. not burdened by excessive debt that would sink it in the future). The relevance to MEC is that the MEC Board needs Directors with specific expertise: product, supply chain, financial, HR and its fiduciary duty is to ensure the Board has the relevant skills and experience to ensure the organizations success. Similarly, the MEC Board's fiduciary duty isn't to the members, but, to the organization's best interests, in what is known as the business judgment rule.

In the past, before corporate governance became a hot political item in 2000, Boards were often comprised of an "old white boys' network" or in the case of MEC, outdoor activists & experts who were able to guide the organization in its early, formative years, but, may not now have the business or governance education, skills & experience to help the MEC Board meets its ever more demanding professional, legal obligations.

Last year at CycleToronto's AGM we received 22 applications for our Board, of which, we chose 12 to be put before the membership to vote either in person or by proxy at the AGM. The vote was supervised by Fair Vote Canada on a ranked ballot (1-12), so it was scrupulously fair & democratic, but also produced a bewildering ballot for voters to complete with the result several candidates with professional skills desperately needed (fund-raising & financial skills) were not elected. MEC received a similar number of applications for the 2013 Board and chose 12 to be presented to members to vote on, so it is democratic and current with current board best practices.

So while I understand the emotional comfort of a totally democratic, don't exclude anyone Director ballot, let the members alone decide, it may not produce the best result for MEC, which has clearly stated its preferences for directors with specific skills & experiences in this years elections.

David Goldsmith: Firstly, I am philosophically opposed to war for any reason. I find it unacceptable to condone man's inhumanity towards man through warfare. I believe there are a lot of companies throughout the world that can make high quality adventure products. On the basis of price, quality and availability, I believe that MEC should be able to find manufacturers of goods that are not profiting from wars or military occupations. If I were elected to the MEC board, I would be interested in ensuring that MEC sources its products from companies that treat their workers with dignity and fairness, at a fair wage, and that are operating in an open and honest fashion with respect to whether or not their other clients are engaged in warfare.

Ellen Pekeles: Yes.

David Wexler: What a shame that you raise this question, Dru. This is a cooperative dedicated to equipping Canadians to enjoy the great outdoors, here, and around the world. We are not a political organization. We are not a government. We are simply trying to create experiences for individuals that help them to enjoy our physical world, and to hopefully help make this world in terms of its environment; its standard of living; and its physical beauty, even better.

I am NOT going to raise this matter at the Board level, and if this costs me votes for a Board seat, so be it. There are enough forums for individuals who use fear, hate, and extremist views on races, religions, and nationalities out there to drive their agenda, without MEC becoming yet another mis-matched forum for same. And just for the record, I might ask you why you only mention these three places? Last time I checked, there were conflicts going on in many other places around the world. Syria and Mali come to mind immediately, and one could argue that Armenians and Kurds have faced such conflicts for decades. All the more reason for MEC to stick to its knitting and stay focused on what we are about.

Judy Martin: Before changing the sourcing policy, I need to understand the facts with respect to the current situation and the current policy.

David Wartman: My sense is that in this day and age, with all the interconnections of companies it would be virtually impossible to exclude from a list of suppliers all companies that may produce and sell products to military organizations. In that regard, I'm not sure why one would limit that to Afghanistan, Iraq and Palestine since there are many military operations in other countries - operations that are pretty anti-people when you put them under the magnifying glass. If the principle that we believe in is to not purchase from organizations that are military suppliers it shouldn't matter what military and what war. It is far too easy to get caught up in making judgements based on different ideologies and I am not sure that is appropriate under the circumstances. So, my preference is to seek out suppliers who meet our sustainability objectives and who provide quality goods at competitive prices - what I believe the majority of our members are looking for.

Edward Balcewich: Absolutely, as a board member I would work to change the sourcing policy to exclude companies which benefit from wars, military occupations, slave labor, weapons involvement, etc.

Bob Brent: Having visited Israel 3 times myself when I was a student, to work on its first Kibbutz, Degania Aleph, I remember a country then celebrating its 25th anniversary still filled with hope and longing for lasting peace with its Arab neighbours. I too, decry the excessive, asymmetrical use of force, the disproportionate killings of Palestinians that rule out a comprehensive and lasting peace settlement due to an ever-escalating cycle of eye-for-an-eye violence. Nor do I support continued expansion of Israeli settlements in the "occupied territories" which just inflame the situation further.

I am unaware of MEC's ethical sourcing discussions about products from Israel, or for that matter Hamas, widely blamed for the precipitating rocket attacks on Israelis. I suspect if the Board & Staff have discussed it, that it is likely a difficult issue for them to resolve, to the satisfaction of all interested parties, looking for a binary yes/no answer. That said, the Board & Directors fiduciary duty is to make a decision based on the best interests of MEC.

If I am successful in being elected a Director, I'll commit to learning all I can about their ethical sourcing policy and how it is being applied to not only Israeli, but, other products from conflict zones where civil rights or crimes against humanity are alleged, to see if it needs updating to reflect the current fluid political situation (yet another minority government).

I obviously cannot commit to any predetermined result, without being fully briefly on the issue, as it is a decision for the full Board to make, not just one director.

David Goldsmith: As I noted above, I find three economic criteria to be important in sourcing goods. These are price, quality and availability. Hopefully, cooperatives, including cooperatives operating in Canada, are capable of producing goods that meet the test of competitive and comparable price, quality and availability. If these can be met, then indeed, I think MEC could source locally. I believe that the MEC strives to be a good corporate citizen in this and many other aspects of its day to day business. Is there room for improvement? Of course. Would I work to oversee such improvement? Yes, of course as well.

Ellen Pekeles: Yes. As an executive at a large financial cooperative in BC, I am running for the MEC Board to advance cooperation among cooperatives..

David Wexler: This is a great question. Without knowing a lot about cooperatives and which exist that might be a source for products for MEC, I do believe that there is ample opportunity for MEC to increase support of Cooperatives in Canada. One of the ways in which MEC could make a real difference would be to share in our knowledge and expertise; and to help cooperatives form where there are needs that are not being served by other institutions. Too, there may be a way for MEC to become a marketplace for mini-coops, and an incubator for start-ups that form using a cooperative model to replace suppliers of products sourced from outside of Canada. I would be proud to support these kinds of initiatives as a member of MEC.

Judy Martin: Being the largest co-operative in Canada, I think MEC could take a leadership role with respect to other co-operatives and I am aware that with 2012 being the International Year of the Cooperatives that MEC was involved with other co-operatives. Could MEC potentially source products from other co-operatives? I suspect so, but as mentioned above it's appropriate, and respectful to understand the current state of affairs first.

David Wartman: Where-ever possible MEC should try to do business with other co-operatives, while at the same time keeping in mind the need to provide members with quality goods at competitive prices produced in a sustainable manner. If a co-operative cannot match the sustainability, quality or price requirements that MEC sets then I would find it difficult to make the argument that MEC should support that co-operative, just because it is a co-operative.

Edward Balcewich: I really don't know the extent of the cooperation or lack therof, or if MEC could do more. I would commit to find out to what extent MEC supports other co-ops in Canada, or potentially source more of its products from cooperatives.

Bob Brent: Dru, I honestly can't give an informed opinion, as I have no experience with legally constituted coops or their supply chains, but, have long experience in co-operative promotions and product tie-ins with other companies (eg. GF's Jello pudding & P&G's Duncan Hines cake mixes; Pizza Hut & Taco Bell coupons in Hostess Frito-Lay bags). The then Chair of PepsiCo, Wayne Calloway personally told me not to reinvent the wheel with Pizza Hut delivery in Canada, make sure I learn all I can from competitors and talk to Pizza Hut US Delivery VP Marketing Bill McDonald to learn from their mistakes & successes. Similarly I believe coops can learn from each other & competitors to accelearate their growth and success (MEC eg. REI, Sierra Trading Post, Bike Nashbar, Europe Bound etc.)

David Goldsmith: I have been a MEC member for about 29 years. I voted occasionally when I was a relatively new member, and then my membership became just a ticket to be able to purchase great gear at fair prices. There are about 30,000 members who actually vote each year in the board elections, or about 1% of the 3.8 million members. Should the board contact the broad membership to set policy and make decisions? This could easily become very expensive and time consuming, and may or may not be fruitful. Should the board create avenues, other than those that exist at election time, for interested members to make their policy recommendations known? Perhaps, but having not been at the MEC board table, I do not know what from of involvement this could take. Would I be interested in examining this issue if elected? Yes, if there were ways to ensure that the MEC membership could feel more involved in policy and process I would certainly consider such options.

Ellen Pekeles: No. I would support and advocate for more widespread member engagement so that we understand the needs of members and strategize accordingly.

David Wexler: This is a question that I was asked about in an email from a fellow member, and so is, I think of some concern to many. As I said in an earlier statement, I am a big believer in transparency and engagement. This means that I do think that it is worth looking at how MEC engages with its members, and on what matters, and to make it possible for there to be greater dialogue with the Board. I am not sure of exactly how to achieve this though, as even responding to 10 or so emails a day, although a worthwhile investment of time, is a major commitment. I think that perhaps we can use technology to help us have greater engagement and involvement between members and their elected Board, through on-line town hall meetings, and I would be supportive of helping this to occur.

Judy Martin: Member democratic control - which states that "Co-operatives are democratic organizations controlled by their members who actively participate in setting their polices and making decisions". Seems to me that a critical point is being glossed over - board members are members first; are duly elected by the membership to represent their interests; are responsible for setting overall policy and for oversight with respect to fiduciary matters and adherence to policy. That is how co-operatives and credit unions are organized. Could their be other avenues for the board of directors to receive input from the membership - yes, there could be and I would support that.

David Wartman: It is an extremely rare organization in today's world that cannot do things better, and in that regard, MEC is no different. I think there are potentially ways and structures that could be adopted that would enable to members of the Board to consult more effectively with membership. At the same time, I don't believe it is either possible or desirable for Board members to consult on every issue. I do believe that contact information (not personal but directly related to MEC) should be available on the web site, and if elected would be happy to have a MEC e-mail address attached to my name on the MEC web-site. Quite frankly there are many organizations both corporate and not-for-profit who list their Board members on their web sites.

At the same time, I think that moving further toward a more consultative form of democratic control would have a dollar cost attached to it and the members need to be able to balance their willingness to pay more in order to support a more expensive organizational structure.

Edward Balcewich: Board Members need to weigh all of the facts and take a balanced approach to all issues. I would not be able to comment at this time as I am not in possession of the facts on both sides of the equation.

Bob Brent: I hope I've answered this in my answer to 1. above, and will add the following. A Board's responsibilities are management & oversight of the organization. In normal times the Board delegates management to MEC President, and reviews results, consistent with its oversight responsibilities. In a crisis, however, you may note when the Board deposes a CEO, typically the Board Chair or other Director may step in to temporarily fulfill the management function until either the crisis passes or a replacement CEO is chosen and ratified by the Board. So the Board has a fiduciary duty to keep MEC's best long-term interest in mind at all times, not respond to the vagaries of current social causes. I believe the most appropriate member input is to Management via expert customer panels as I wrote a member this morning:

I was stimulated by your question and how I'd respond to it, being one of the "old men" with a background from Corporate Canada (the American multi-national edition).

You didn't mention the age of your son, but, I assume he's either a teen or 20 something. At this age, I was growing up in Burnaby, enjoying an active outdoor life as a member of the 5th Burnaby Burrard Sea Scout troop, with weekly events & activities almost every week of the year. It was a fabulous way to enjoy BC's great outdoors.

That said, 40 years later, while a Queen Scout, quite experienced hiking, canoeing, camping, sailing despite being a "city boy" I was no more "Board ready" than I suspect your son would be to serve on MEC's Board today. I say this without any disrespect or knowledge of his own circumstances, based solely on my assumptions of his relative youth. There was a time, not too distant, that Boards were indeed an "old boys' network". Today, however, the professional & legal expectations on Boards are dramatically higher with individual Directors legally responsible for fulfilling their fiduciary duty (to prefer the interests of the company/corporation over their own) and duty of care (to make decisions with all their professional expertise & attention brought to bear on them) whilst fulfilling gender & diversity goals, as diverse Boards perform better than high-performance, homogenous boards (of old white men!)

While a youth Board member makes sense in some organizations (e.g UBC Senate to represent students), I don't believe it makes sense for MEC. While a co-op, it is a co-op business and while many of MEC's most avid customers may have tremendous product knowledge, expertise & experience, these are not the qualifications Boards are looking for to fill ever more demanding Directorships (with specific business expertise: HR, financial, retail supply chain, governance, executive, etc. in comparable organizations to MEC). Your son's product savvy, is however, of tremendous interests to the management of MEC to keep current with their customers.

In some of my past marketing roles, teens/young adults were known in Pepsi parlance as super-heavy-users (Frito Lay, Pepsi, Taco Bell, Pizza Hut, KFC; TTC). None of these "SHU" were represented on the Boards of the companies, but, I sure paid attention to them via annual tracking studies & focus groups. At TTC for example, we'd run focus groups on young/older teens split by gender, as well as young 20's as the 13-24 yo demographic represented the heaviest public transit users. So I think the best role of your son's passions & interests would be in a MEC Customer Product Advisory panel—to ensure MEC management anticipates and fulfills their customers current & future expectations. I do not know if MEC has such a panel or what their market research processes are.

In the meantime, as a Father of three (two with biz, one arts degrees) I'd encourage your sons interest in serving on Boards, via volunteer positions, such as my role on CycleToronto's Board, or other social causes he's passionate about where he can learn about volunteering and giving back and the unique challenges of the not-for-profit sector. At some time he may be ready to read Carol Hansell's book: "What Directors Need to Know: Corporate Governance" to prepare himself for a future career as a corporate director, as the more engaged & involved he is, the more opportunities will present themselves to him as he builds his professional network (eg. LinkedIn) and profile with corporate Board recruiters.

I would also say to him, that despite all my business experience, with very sophisticated companies, my two professional degrees & executive education, including professional director education and designation, it is still very challenging for me to find Director positions that I'm interested in, that the organization is also interested in me—MEC being a delightful nexus!

David Goldsmith: Now, many of these companies have recognized that they can appear to be good corporate citizens by doing so. Whether or not this participation on behalf of these companies is truly to be "green", or simply to be "seen as being green" is open to some debate. That having been said, there is an old saying that suggests we "should keep our friends close, and our enemies closer". Perhaps MEC can be party to these agreements, even if big resource development companies are also party to these agreements, in the hopes that MEC can have a greater influence on them from inside the game, than simply from outside.

Ellen Pekeles: As a candidate and not a current Board member I do not have enough information to comment.

David Wexler: This is both an easy question to answer, and one which requires a lot of thought. The easy answer is that if the partnerships are truly helping to achieve the goals of the Boreal Conservation Framework, and allow us to achieve our goals around sustainability, conservation, and the environment, then yes, these are consistent. The longer answer is that addressing all of the matters that require attention when one is considering balancing consumption, wastage, and damage to environmental resources with our needing these to shelter, feed, dress, warm us, and keep us safe and healthy is a complex one.

I am a member of a Lake association whose mandate in part is to act in the best interests of helping to keep the lake clean and naturally vegetated to support wildlife, and enjoyment by residents and visitors alike, and so I take factors that risk harming the environment very seriously. I think that there is always more that we can do to preserve, restore, and even enhance our natural environment, and would if in a position to help in this regard as a member of the MEC board, have a keen interest in helping to do so.

Judy Martin: This is an issue that I need to understand more about. From what you have written, it appears that there is inconsistency between MEC's mandate and being a signatory to the Boreal Conservation Framework - a fact that I need to understand for myself.

David Wartman: First, I don't think MEC's participation in this agreement should be determined by who else participates or does not participate. If MEC believes that the principles associated with the Framework are consistent with MEC's values and strategic direction then it is appropriate to participate, and if necessary to work for the kind of changes that are considered important to continued participation.

I certainly don't support clear cut logging, nor do I support the right of energy companies to pollute with impunity. At the same time, I do think that more progressive change can be gained by engagement and collaboration than by a vanguard group standing out in front of everyone and haranguing them to improve. Nor do I necessarily accept that everything that Greenpeace or the World Wildlife Federation or any other group does is always right, but I do support them directionally. I find that there are frequently strategic or tactical issues with which I disagree strongly.

Bottom line, I believe we are moving in the right direction, but we need to constantly reassess what we are doing and whether it continues to be consistent with our values and strategic direction.

Edward Balcewich: There are many issues rolled up into one here which makes it very hard to provide one answer. It always seems that when agreements and frameworks are put in place on a large initiative, that there are those who breach it and take advantage of rules for their own benefit. I do not agree with that at all. When one is doing good for the planet, environment and ecosystems, it has to come from an absolute position of providing well being for same, and asking for nothing of benefit in return in the way of business gain or personal gain.

Regarding the response to your question, I believe that each partnership needs to be constantly monitored for compliance to their mandates as they relate to the 1% for the planet campaign.

Bob Brent: This is a challenge for me to write an answer that will be perceived objectively. As a UBC student I paid for my entire BASc/MBA education with summer earnings working for both Crown Zellerbach in Ocean Falls, and 5 summers with the world's then largest pulp & paper company: at MacMillan Bloedel's Harmac Pulp mill on Vancouver Island, south of Nanaimo. My brother-in-law is a retired faller on permanent disability from BC Workmens Compensation Board for all the workplace injuries he received over 30 years. As a Chemical Engineer, concerned about the environment, I purchased nothing but Sunoco gas for my car, beginning in the 1990's, when they first introduced their 10% ethanol blends in Ontario, until they were rebranded in the last couple years as Husky stations. I hope the following answer to a member about jet travel will help members assess my sustainability bona fides and hopes, expectations for MEC if I am elected a Director.

I do not travel by jet for holidays, and have only travelled by jet twice in the past 12 years: to attend my Mothers funeral in New Westminster in June, 2000 and a one-way WestJet flight in October 2012 so I could drive my sister's car back to Toronto. I do take holidays, but they tend to be cycling/driving/camping holidays.

I firmly believe in walking the walk wrt to sustainability. My UBC Chem Eng thesis was on heat transfer: the scaling of enhanced heat exchanger tubes (pulp & paper) & foreshadowed a lifelong interest in home energy conversation, way before it was in the public's consciousness. Similarly, I've been fascinated by fuel efficiency in cars, and since my first car, my Father's gift of his VW Bug at 25 when I was doing my MBA, with my Father commenting "The way you're going, you're never going to own a car!" I was a avid use of BC Transit buses, cycling around UBC & Vancouver Island on my beloved Raleigh Carlton Cresta touring bike and walking in between!

When my wife & I bought our first starter home in 1980, I approached the Canada Homes building superintendent, building 600 homes in Markham & secured his cooperation to add 1.5" Glasclad cladding to the outer walls at no cost, other than providing the Glasclad for the project (it just involved moving walls in 1.5" to accommodate the insulation. When we quite unexpectedly bought a 2nd house, 5 months after moving into our first, I again worked with the Costain building superintendent to add Glasclad to the house I & my future family would occupy. In addition, I wrapped the hot water pipes with fibreglass insulation, added a night set-back thermostat, upgraded attic to R48, added a power attic vent, storm windows to achieve 1/3 reduction in gas/electricity use versus my neighbours, despite the fact my house was 50% bigger! I was, to say the least a bit before my time as fuel efficiency & energy conservation morphed to sustainability in the 2000's!

Fast forward to today, my primary mode of transportation is cycling as physical therapy after a catastrophic hip infection, amputation involving 5 operations—that left me unable to walk, cycle or drive with the TTC & Wheeltrans being my primary mobility provider. Driving is now a distant second, mode of choice to cycling–year round, save snow days. I was quite surprised noting that I only drove 3,000 kms between October, 2011 & July 2012 over a 9 month period! On the home front I have LED & CF lights throughout the house and do my laundry on weekends, delay dishwasher until after 7:00 p.m. to realize the lowest TOronto Hydro electricity rates.

Professionally I had the pleasure of serving almost 8 years on the Board of Metro Toronto Convention Centre which pioneered Zero-Waste events in NA, had the most energy efficient convention centre building in the world with it's subterranean South Building, heated & cooled by Enwave's cold deep-lake water, along with Bullfrog Clean electricity for its Admin offices. As Chief Marketing Officer for the TTC, I walked the walked taking TTC buses & subways to my job at its HQ, despite having a private parking spot under the building that I only used only when called in overnight for emergencies when the system wasn't running.

It's nice to realize many MEC members share my similar concerns for the environment & global warming which also wore off on my oldest son Daniel, who completed a Business Statistics degree at Ryerson, a sustainability diploma at Niagara College & a Master of Sustainability at U of Sask Saskatoon!

I hope you're take the time to visit my LinkedIN profile and browse my Tweets, and, hope you'll support me with your vote, and encourage other like-minded MEC friends to do the same, it's a very competitive race for just 3 positions, especially given 2 incumbent Directors are running for re-election.