Forest Stewardship Council: Roles, Rights and Responsibilities of FSC Players

Forest Stewardship Council: Roles, Rights and Responsibilities of FSC Players, Document 2.10 FSC Policy Paper 31, May, 1999.

1 Introduction

2 FSC and its key players

3 Defining roles

3.1 FSC members and General Assembly

3.2 FSC board of directors

3.3 Executive director

3.4 Secretariat staff

3.5 FSC National Initiatives

3.6 Certification bodies

3.7 FSC dispute resolution committee.

3.8 FSC specialized working groups and committees

3.9 FSC internet fora

4 Decision making by the board





1 Introduction


Several groups of stakeholders make up the Forest Stewardship Council (FSC) and its operating framework. Some of them have well-defined roles and responsibilities, which are described in other documents. The purpose of this paper is to summarise and clarify the main roles and responsibilities of elements which are not clearly or fully explained elsewhere. It responds to requests for clarity and definition by many members, highlighted by the strategic planning project.



The first draft of this paper was prepared in September 1998 for the 14th board meeting. It was redrafted for the 15th and again for the 16th board meeting. This version includes changes agreed by the board in May 1999.



This paper is now circulated for comments. Please send your suggestions to the E.D. Meanwhile, the board has agreed that this document will be used to guide operational decision-making and procedures. After revision, it will form part of FSC's Quality System Manual.




2 FSC and its key players


The Forest Stewardship Council A.C. is a civil association established under Mexican law, with associates worldwide. FSC members are by definition associates of the civil association.



In 1998, the FSC strategic planning committee and consultants highlighted the need to clarify and define the different roles, rights and responsibilities of the main elements of FSC which are involved in defining policies, taking decisions and implementation of FSC's programme. This reflected the views of many FSC members, clearly expressed during the surveys and in many communications.



Some of the misunderstandings which have arisen since FSC was established have been the result of different interpretations of how these roles are defined in the FSC Statutes and By-laws, whether they are being properly implemented, and whether they should be re-defined or interpreted. These different views make it essential now to clearly define the roles of each of these elements in their current form, to guide FSC's operations in future.



This paper attempts to clarify the job of each of the main responsible groups and players in the FSC system. It is based very closely on the following documents:

* FSC Statutes of 1994, endorsed by FSC Founding Members in September 1994.

* Forest Stewardship Council A.C. Statutes and By-laws, registered in Mexico Oct. 1995.

* Recommendations of the FSC Strategic Plan Consultants and Committee, April 1998.

* Forest Stewardship Council A.C. Statutes and By-laws, revised in accordance with General Assembly decisions of June 1996, registered March 1999, posted on FSC website.



3 DEFINING ROLES:


The following are the main institutional players and bodies in the FSC system, including those which already have their roles clearly described in other documents:



1 FSC members (organizations and individuals)

2 FSC Board of Directors (with separate roles for board officers)

3 Executive Director

4 Secretariat staff

5 FSC National Initiatives (especially CPs, WGs and NOs).

6 Certification Bodies

7 FSC Dispute Resolution Committee

8 FSC Working Groups and other Committees

9 FSC Internet Fora




3.1 FSC MEMBERS


Members of FSC are Associates of the Civil Association. They have rights and responsibilities individually and collectively, as described in Article 10 of the Statutes and in the By-Laws. When acting collectively as a General Assembly of Members, the full membership is the supreme authority and highest organ of the Association (Statutes 14th article and by-laws para 11). Rights and responsibilities include:



- proposal and votes for candidates for board of directors, by postal ballot and at General Assemblies



- proposals and votes on amendments to FSC Statutes, By-laws and P&C, by postal ballot or at General Assemblies.



- ultimate decisions on appeals for dispute resolution (prior to court action), destitution of members, dissolution of the Association and other matters covered by the statutes and bylaws.



- proposals for agenda items and motions for General Assembly and board meetings.



- participation in FSC fora, committees and working groups (subject to approved selection procedures)



- commitment to support FSC as an organization, its aims and activities and its Principles and Criteria (By-laws para 25).



- for economic chamber members, commitment to implementing the P&C in their operations, with a significant percentage of their sales in certified forest products, and a significant part of their production forests certified (By-laws para 29).



- payment of annual membership fees at the start of each calendar year.



Members must not engage in activities which are contrary to the interests of FSC (By-laws paras 26 and 41)



Member organizations must have a governing board which is independent from government bodies and which is periodically renewed by election or appointment (By-laws para 32)



The powers of the members to exercise control on any matter required by the statutes may not be limited or expanded by the membership regulations, which must conform to the statutes (By-laws para 80). This means that neither the membership regulations nor any board decisions can limit the powers of members as defined in the statutes.



The General Assembly of FSC Members is the highest organ, but neither the General Assembly nor other groups of members are designed to implement FSC's operational programme. The General Assembly will normally restrict its decisions to revising the Statutes, By-laws and Principles and Criteria, admitting and destituting members, electing the Board and being the final authority in dispute resolutions (By-laws para 18). Decisions on these matters taken in General Assembly or by ballot are immediately valid and legally binding. The General Assembly will delegate operational activities and most decision making to the Board (by-laws para 18). The Board in turn delegates policy implementation and operational decisions to the Executive Director (by-laws para 61 - 71)



Members have the right to submit initiatives and proposals related to FSC's organizational work and activities, as well as those related to the achievement of its mission and purposes (Statutes Article 10.3). This means that members have the right to make such presentations direct to the Association, e.g. to the Board, the General Assembly or the Executive Director, and also to approve motions to recommend or advise the board on such matters which are outside the normal scope of a General Assembly (M.Rogers opinion 24 March 1999). The Statutes and By-laws do not provide for the General Assembly to take binding decisions on operational or administrative matters, but Mexican law protects the role of the General Assembly as the supreme authority.




3.2 BOARD OF DIRECTORS


The board has most of the functions and responsibilities typical of a board.



- It is accountable to FSC members and to the public authorities in Mexico (By-laws para 48). It acts as guardians of the interests of members (Strategic Plan rec 155)



- It ensures that FSC adheres to the FSC Statutes and national legislation.

It is responsible for:



- Formulation of high-level policies, strategies and plans (based on appropriate studies and consultations), and for agreeing the strategic direction and priorities of FSC (Strategic Plan rec 155) This means that, on these issues, the decision rests with the board. The board will determine its mechanism for decision-making, taking into account the advice of the secretariat and others as required. The board will not take operational or administrative decisions, which are the responsibility of the senior secretariat staff.



- Formal approval of candidates for accreditation and membership.



- Dispute resolution procedures.



- Approval of annual business plan, budget, workplan, financial statements (Strategic Plan rec 155)



- Appointment, terms of employment and annual review of executive director and key executives and professional advisers (Strategic Plan rec 155)



- Approval of the establishment and terms of reference of committees and technical working groups, and monitor their performance (Strategic Plan rec 155)



The board shall consider any amendment to the statutes and bylaws proposed by a member in writing and seconded by two other members. If the board agrees to the proposal, the amendment shall be submitted to vote by the next General Assembly (by-laws para 81)



Any omissions from the statutes, or differences of opinion concerning their interpretation, will be resolved by the board (by-laws para 84)



Chair: Preside at board meetings, and represent the board at all times.Convene meetings, approve agenda, appraise board members, appraise the ED.



Vice-Chair: assist the Chair in preparation of meeting agenda, presiding and other tasks as requested.

Treasurer: - monitor bookkeeping and accounts, oversee preparation of financial reports, and present financial reports to board meetings.

- provide the public face of stewardship of FSC's assets, inform board members, act as interface between board and secretariat on financial matters (Strategic Plan rec 174).



The By-laws determine that board members should come from environmental or social groups or economic interests, and sets their balance among the six sub-chambers. This is designed to ensure a balance of views and experience on the board. They are elected by the free vote of all FSC members, and are not elected exclusively to represent the interests of their own organization, sub-chamber or chamber. During board meetings, board members may express their opinions freely and frankly, and may represent their own interests or the interests of FSC members in their sub-chamber. When taking formal decisions and when representing the board, they must act in the best interests of FSC as a whole. They may be destituteed if they act against the interests of FSC. This is a legal requirement for board members in most countries (Added after legal advice)

3.3 EXECUTIVE DIRECTOR


- The E.D. is the Chief Executive (by-laws para 60), the Board Secretary (by-laws para 57), the legal representative of FSC (Statutes Title 5) and the head of the secretariat, recruited by the board and responsible to the board for:-



- effective implementation of FSC's policies and programmes.



- finances, accounting, administration, and compliance with legal requirements.



- staff appointments.



- presentation of annual report, annual audited accounts, annual budget and workplan.



- encouraging collaboration with people and organizations who can contribute to FSC's mission (By-laws para 69)



- taking appropriate steps to obtain necessary legal status in countries in which FSC has activities (By-laws para 80)




3.4 SECRETARIAT & STAFF


Secretariat staff are responsible to the E.D. The work of the secretariat is an elaboration of the responsibilities of the E.D. for implementation of FSC's policies and programmes, including:



- International marketing and promotion and fund-raising (Strategic Plan rec139)



- Coordination of activities and, collecting and distributing information across the FSC network, accreditation and related dealings with certification bodies, standards decisions and harmonization. (Strategic Plan rec 140)



- Operational and administrative decisions, based on appropriate studies and consultations, within a policy framework determined by the board (Strategic Plan recs). On these issues, the decision rests with the senior management team of the secretariat. This will decide the mechanism for decision-making, taking account of advice from board members and others as required.

- Provide support to the board by organizing board and committee meetings, distributing regular reports and financial information, company secretarial duties, co-ordination of policy formulation for board approval (Strategic Plan rec 199)



- Ensure the implementation of guidelines and legal reguirements for ballots and elections, and provide guidance and information for members when voting (Strategic Plan rec 157).



Other roles of the secretariat and its staff are described in staff contracts, job descriptions, terms of reference, the FSC Quality System Manual, and local legislation.


3.5 FSC NATIONAL INITIATIVES


FSC National Initiatives are those which have been formally endorsed by the board of directors. They currently include Contact Persons (CPs), Working Groups (WGs), with provision for Advisory Boards and National Offices (NOs)



Their roles, rights and responsibilities are described in detail in the FSC Manual for National Initiatives (1998) and in the FSC Agreements which have been signed with most of them. The FSC Logo Guides and Licensing Agreements form part of the signed FSC Agreements with each one. The Agreements provide for other documents to be approved and agreed from time to time as forming an integral part of the Agreements. The roles, rights and responsibilities are not summarised in this paper, which has the purpose of clarifying issues which are not clarified elsewhere.



National Initiatives and other entities which have not been formally endorsed by the board of directors have no special status or rights, except as detailed in any agreements signed with FSC. Participants in these national initiatives may also be FSC Members.




3.6 CERTIFICATION BODIES




Accredited certification bodies have a special role in FSC's international programme. At present, they are also all FSC members.



Their roles, rights and responsibilities are described in great detail in the FSC Accreditation Contract (1996), FSC Accreditation Manual (1998) and FSC Guidelines for Certification Bodies (1998). The FSC Logo Guides and Licensing Agreements form part of the Accreditation Contracts. The contracts provide for other documents to be approved and agreed from time to time as forming an integral part of the Agreements. The roles rights and responsibilities are not summarised here.




3.7 FSC DISPUTE RESOLUTION COMMITTEE


The role of this Committee is covered by the FSC Dispute Resolution Protocol (1998).

More work is needed to define operating procedures in detail.




3.8 SPECIALISED FSC WORKING GROUPS


From time to time, FSC establishes working groups, committees, advisory panels and similar bodies to work on policy or technical issues. Following the recommendations of the Strategic Planning project, and subsequent discussions by the board of directors, guidelines have been established for managing and coordinating these groups. These guidelines are designed to maintain the value and efficiency of their work, and to ensure that FSC's name is attached only to duly authorised processes and reports.



All these working groups and similar bodies will have the following elements:



* A defined composition.

* A defined balance.

* Terms of reference.

* Time-lines for final and intermediate reports.

* Internal decision-making procedures.

* A budget and sufficient funds. A group may be approved while fund-raising is still in process.



As agreed by the board, these groups may use the name or initials of FSC in their title, and the logo of FSC on their reports if these guidelines apply. In each case, the guidelines must be previously approved by the Board of Directors, or by the Chair or E.D. acting on behalf of FSC and the Board of Directors.




3.9 FSC FORA


Several internet discussion fora operate in the FSC system, for board members, NIs, CBs and FSCPercent. All are currently managed by the secretariat, but they may be managed by any other entity, subject to prior written agreement.



These discussion fora are intended to be informal, open and transparent means of debate, discussion, proposals, consensus-building and reporting. They will not necessarily be expected to produce defined results, or to work to strict time-lines. Proposals generated from these fora may be directed to the board or to the E.D., and may include recommendations to establish formal FSC Working Groups or similar, working to stricter terms of reference and guidelines.



FSC internet fora will have:

* An agreed mandate describing the topics and items which are covered by the forum.

* An agreement on the people or organizations eligible to subscribe to the forum.



The internet fora may be use the name or initials of FSC in their title, and the logo of FSC on their reports if these guidelines apply. In each case, the guidelines must be previously approved by the Board of Directors, or by the Chair or E.D. acting on behalf of FSC and the Board of Directors.






4 DECISION-MAKING BY FSC BOARD:


The FSC board has several different means available for carrying out its tasks of directing the course of FSC, determining its policies, taking decisions and giving instruction, as follows:




4.1 BOARD MEETING DECISIONS:


These are motions approved and decisions taken formally during legally constituted board meetings, with or without a vote, recorded in the Minutes.



This is most suitable for key decisions, such as:

- accreditation decisions, especially the approval of accreditation evaluation reports, with pre-conditions or conditions attached.

- approval of applications for new members, and cancellation of existing membership (subject to confirmation by General Assembly).

- approval of annual or periodic workplans, annual accounts, annual audits, etc.

- approval of major items of policy and documentation.



Policy decisions, especially decisions which affect the implementation of the statutes, taken during legally constituted board meetings are legally valid and binding. They may be changed or reversed by other decisions with equal legal status, such as valid board decisions taken by ballot or in a later meeting. Such formal board decisions cannot be reversed simply by registering objections or changes of opinion.



Board decisions can be invalidated if it is established that the board meeting itself, or the decision taken at the board meeting, was invalid. A board meeting is considered to be valid if all statutory and legal obligations are fulfilled and the board members present believe and declare the meeting to be valid, based on their interpretation of the statutes and legal obligations, and the best information available (by-laws para 84). In the event of subsequent uncertainty about the validity of board decisions, they are considered valid if (a) the chair of board, acting formally in that official capacity, declares satisfaction with their status, and (b) legal advice endorses that position, or (c) subsequent board meetings confirm acceptance of the status of the previous meeting and decisions.



Minor operational decisions taken at a board meeting (such as the dates of subsequent meetings) may be reversed or changed with less formality when appropriate. In case of doubt, the Chair of the Board will determine whether a formal board decision is required, or whether informal consulations among board members will suffice.


4.2 DECISIONS TAKEN BY BALLOTS.


Postal ballots by board members are fully acceptable under Mexican law. The existing FSC statutes do not make specific provision for postal ballots, and this omission will be addressed.



The results of board ballots have the same status as formal decisions taken at legally-constituted board meetings.




4.3 INSTRUCTIONS ISSUED BY THE CHAIR TO THE E.D.


These instructions have full operational force, since the E.D. answers to the board of directors, and the Chair is authorised by the board and the statutes to act for the full board.



The Chair has the responsibility and legal authority to take immediate decisions when needed, but the successful running of FSC requires that such decisions and instructions are appropriate and are the result of due consideration and consultation. The Chair may justify formal instructions to the E.D. in the name of the board, by means of:

- meetings of all or some board members, outside formal board meetings.

.- consultations with all or some other board members, by any means available.

- exercise of the chair's responsibilities, duties, discretion and leadership.



This is appropriate for medium-level and less controversial decisions. It has the advantage of being legally and operationally valid, but more flexible and more easily modified that the formal decisions taken in board meetings.



These instructions are not legally binding on FSC, but are operationally and legally valid. They may be changed, reversed or cancelled by instructions issued in a similar manner.



To achieve confidence and acceptance from the FSC membership and staff, it is essential that board members endorse the validity of such instructions, so that the E.D. is seen to be acting on the basis of an effective board decision.



If board members disagree with a decision, or change their opinions, or wish to re-open an issue, this can be addressed and corrected by another instruction from the chair or by a board decision.




4.4 DELEGATION OF DECISIONS TO THE E.D.


As chief executive, the E.D. signs contracts, recruits staff, disburses funds and implements the work plan, on behalf of FSC, following guidelines agreed by the board. The E.D. then acts for the board of directors and for FSC, to implement board decisions, subject to any prescribed limits. This authority is explicitly covered in the Statutes and By-laws.



If at any time the E.D. is believed to be exceeding the authority attached to the position, these doubts must be identified and resolved as quickly as possible.




4.5 BOARD COMMITTEES:


A system of board committees was set up in 1997 to improve the efficiency and speed of board's work on technical and policy issues. This system worked well for some topics.



A new draft of the protocol will be prepared, to define more clearly the steps and responsibilities of board committees.




4.6 OFFICIAL CORRESPONDENCE


Correspondence addressed to the board should be handled by the Executive Director, acting as Board Secretary, and his staff, guided by any necessary consultations with board members and others.



FSC members who require information, or who wish to make comments or proposals on any FSC activities, programmes or policies, should communicate with the FSC secretariat, where the appropriate staff member will reply.



FSC members who wish to send proposals to the full board may communicate with any board member.. The board member may communicate with the correspondents and inform them of the board position and FSC policies, or may refer the matter to the agenda of a board meeting, or may request the E.D to handle the correspondence.



When an FSC member writes to the board of directors on a matter of high-level policy, where the decision-making is a board responsibility, the letter will be forwarded to the full board, unless the board has already approved another mechanism for channelling consultations and communications, such as a working group or a secretariat responsibility. Anonymous messages and unsigned letters or faxes will not be considered.



Unsigned or anonymous letters or faxes will not be considered.



If an FSC member organization to which a board member belongs makes a public statement on matters which FSC is currently examining, the board member should not normally be a signatory to the statement.