Forest Stewardship Council: Roles, Rights and Responsibilities of FSC Players, Document 2.10 FSC Policy Paper 31, May, 1999.
3.1 FSC members and General Assembly
3.8 FSC specialized working groups and committees
Decision making by the board
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
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.
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
- 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
- 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
- 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.
- 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
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)
- 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
- taking appropriate steps
to obtain necessary legal status in countries in which FSC has activities
(By-laws para 80)
- 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.
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
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.
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
More work is needed to
define operating procedures in detail.
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.
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.
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
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
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.
The results of board ballots
have the same status as formal decisions taken at legally-constituted 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
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.
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.
A new draft of the protocol
will be prepared, to define more clearly the steps and responsibilities
of board committees.
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
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.
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