Archive for June 5th, 2009

Rules

Friday, June 5th, 2009

Have you ever noticed that the rules we make, whatever the motive, are rarely followed, or enforced at random to benefit a few?

Take for example, micro-corporations, in the State of California. I’m using micro-corporations for discussion because I have found that they are a microcosm of bigger entities, such as "democracies" like the United States of America. Let’s discuss a fictitious membership nonprofit membership corporation model because this article is about participatory governing bodies, not profit businesses.

I’ve seen a few, and I’m always flabbergasted at how apathetic the Directors are (meet 6 to 12 times a year, do nothing in between meetings, say aye, go home…), how small the membership (also apathetic) and how disingenuous most of the "corporate activities" are, or how few members the activities benefit. And a serious number of these types of organizations are way past their prime and dying on the vine.

In essence, some are shill fronts for a few people’s efforts to get free money, jobs, leftover useless corps, or simply power over others for the thrill that gives some evidently.

Let’s say our discussion corp was formed to protect and serve the rights and privileges of a group of people, administer CCRs (covenants, conditions and restrictions) and it has a charter thus written and a set of bylaws.

Here’s what one would assume this corporation would do: protect the rights and privileges of its members and enforce the CCRs. What will typically happen in actuality is….nothing, or very little. What if the CCRs then expire? Wouldn’t that surely spell the end of the corp? Not necessarily. If someone benefits from the carcass of the dying corp, yep, it lingers on, and the apathy of the membership likely means there is no end in sight.

As is typical of membership corporations, the bylaws are usually made to protect the members, giving them control of the corporation they own. One way they do that is to require that at least a majority of the members (half plus one) be present at any membership meeting that conducts business, holds elections and etc. This prevents one or two people from controlling the corporation. However, as stated above, apathy kills that from actually being prevented, it happens anyway.

Now what if the membership grows and meetings are regularly held without a half plus one quorum present due to apathy? Only a handful of people now control the corporation, because they will not follow the rules.

Doesn’t it then stand to reason the corporation’s reason to be is over?  That in essence the corporation is not serving the interests of the members as they are non-participants? Probably. And maybe not depending on the controlling few.

But what if they keep on going anyway? What if a couple people gain from this? What if it is in their interests to just keep on perpetuating this no longer needed corporation? What if they hold elections without a quorum take nominations from the floor and elect Directors not lawfully elected therefore? Rules mean nothing, proving my point.

And yes, the corp never dies, and never really is effective, though may manage to "serve" the members in some manner.

Apathy causes this to happen, and the members of this fictitious corporation would have only themselves to blame. The reality is that in all likelihood it’s more trouble than it’s worth to end it, depending on the size of the corp, the damage to the members, the loss. If the cost of status quo perpetuation is low, apathy wins, principle loses. However, simply following the rules would end it rather painlessly as no elections could ever take place due to a lack of a quorum.

I sometimes wonder what there is to combat apathy other than pain, and I realize the answer is again…nothing. Enough pain, and action is inevitable.

The micro-corporate microcosm of "democracy" is but a symptom of a greater ill, the apathetic masses.

Bring on the pain…and hopefully spur action.