When and how did the REI Board establish his coopted closed nomination process?

 I extracted and copied this part of the excellent article June 18 2003  by Andy Ryan, titled Who owns REI?  Also this March 1, 2005 article by Craig Medred: "Has REI gone too big for its britches?"

"For those who believe you can't make a good omelette without cracking a few eggs, it might seem reasonable that one of the casualties of REI's steady growth has been that most essential principle of the old cooperative movement, democracy. Members have virtually no say over the way things are done today, and the co-op's monolithic, self-perpetuating board of directors has changed the organization's bylaws to make insurgency virtually impossible.

For the record, though, REI's members have never been all that interested in participating in their co-op. The only time the hoi polloi have gotten really worked up was 1980, when the board announced a record-low 5 percent dividend, fueling the birth of a short-lived dissident coalition.

So, perhaps it is understandable that over the years REI's board of directors and corporate officers have gotten used to doing business out of the public eye, accountable to no one but themselves. I might, in theory, be one of REI's owners, but the message I'm getting is that much of the company's business is none of my own. Or yours.

For example, really important governance documents, such as the corporate bylaws and articles of incorporation, are not available on REI's Web site where members could easily look them over. I had to ask that copies be mailed to me, and it took two weeks for the co-op to deliver them. Then, when I asked to see how the documents rule books for the democratic processhave been amended over the years, I was told that the records are not complete, that they are in the  process of being archived, and they are not available for viewing. That request was in January. It's now the middle of June, and I still haven't seen the documents.

AT SOME point, REI's board of directors changed the bylaws to make it virtually impossible for anyone not of their choosing to join their ranks. These days, if you'd like to get onto the board and you might, because its members are paid $15,000 a year, the chairman $20,000 you must win the approval of its nominating committee, a subcommittee of the board. Failing that, you must gather the signatures of 1 percent of the co-op's active membershipabout 21,000 names. To make things just a little more challenging, the co-op won't let you even peek at the membership list, which they say is not released for privacy reasons.

But let's say you're stubborn and willing to stand outside an REI store and gather member signatures for six months or so. Your name will, indeed, be placed on the ballot clearly distinguishable from the board-nominated, board-endorsed candidates. In the words of a straight-faced corporate spokesperson, "the petition process sets a high threshold for those who wish to be placed on the ballot by petition, to ensure serious candidates."

Bill Britt, of Anchorage, in his second term as chairman of the board and its longest-serving member, was himself a successful petition candidate in 1982. Getting on the ballot back then, however, required the signatures of only 50 members. Sometime after that precisely when is buried in those archives the board upped the ante. Britt and two other incumbents appeared on this year's ballot, all unopposed. With "choices" like that, it is small wonder that the percentage of members voting each year has been declining steadily: 14 percent in 1980, 5 percent in 1999, 4.3 percent in 2000, 3.9 percent in 2001, 2.9 percent last year, and 2.8 percent this spring.