Resolution Filing Process
Introduction: A variety of communication means are used in the ELCA Corporate Social Responsibility (CSR) program when addressing corporations. Active dialogue, petition and letter writing are often the tools used. Another tool for CSR is filing a shareholder resolution. The processes the ELCA will use when the Director for CSR determines there is a need to address a corporation in this way are detailed below.
Pre Filing Process:
1. The proposed resolution framework is reviewed and recommended by the ELCA Advisory Committee for Corporate Social Responsibility (ACCSR) and passed to the Program Unit for Church in Society (CS) Executive Director for approval.
2. Director for Corporate Social Responsibility (CSR) works in cooperation with the Interfaith Center on Corporate Responsibility (ICCR), Ceres, Investor Environmental Health Network (IEHN) and other shareholder groups to select companies to file resolutions. These will be consistent with ELCA policy and approved CSR Issue Papers.
3. Director for CSR informs interested ELCA affiliates and other shareholder groups of intentions to work with companies.
4. The resolutions are passed on to ELCA affiliates. When the ELCA is taking a lead role and the affiliate is primary filer, the Director for CSR gives the ELCA affiliate potential talking points for the filing letter to be sent to the intended company.
5. If the ELCA affiliate will be a co-filer, the Director for CSR receives from the primary filer the final version of the resolution and cover letter. The Director for CSR develops potential talking points to be forwarded to the ELCA affiliate as needed. Only resolutions that have been approved with appropriate company and time specific updates in step 1 are used.
Post Filing Process:
1. When an ELCA affiliate files a resolution they send an electronic copy to the Director for CSR. A hard copy is sent to the Pittsburgh CSR office.
2. The Administrative Assistant for CSR forwards electronic copies to:
Communication Officer – ICCR
Director of LOWC – CS
Director of State Public Policy – CS
Shareholder group, as appropriate
Director for Advocacy – CS
Executive Director – CS
Administrative Asst. to Executive Director – CS
Chair of ACCSR
Lead filer, as appropriate
3. The Administrative Assistant for CSR forwards a copy of filing letter and resolution with a cover letter to the synodical bishop of the geographic region of the company’s headquarters and to the State Public Policy director (if applicable).
4. The Administrative Assistant for CSR keeps a log of CSR filings, sign-on letters, and dialogues. This is available for: the ACCSR, the CS Program Committee, the Church Council, and the ELCA Board of Pensions Corporate Social Responsibility Committee.
Communication with the Conference of Bishops (COB) will occur after resolutions are filed. The COB will be informed via an e-mail from the Director for Synodical Relations in the Office of the Bishop. An e-mail will be assembled monthly during the filing season (November, December, and in the spring) by the CSR staff indicating the names of the company and the subject of the resolution which has been filed. A link to affiliated organizations that post the actual resolution will be part of this e-mail. (For example, the Board of Pensions posts at https://myportico.porticobenefits.org/myPortico/Retirement/Accumulation/ShareholderAdvocacy.aspx) Any filings outside the normal filing cycle will be sent out from the Director for Synodical Relations in regular e-mails. Bishops will be encouraged to sign-up for the shareholders’ network on the CSR Web site in order to receive further information on CSR activities. Information would include new resolutions that are approved and filed with corporations, upcoming events, recent news, and new resources available on-line pertaining to faith-based investing and corporate social responsibility.
1. When an ELCA affiliate is primary filer the Director for CSR coordinates with the affiliate and other shareholders who will move the resolution being filed with the corporation at their annual meeting. In some cases this may be the ELCA affiliate. The Administrative Assistant for CSR tracks the annual meeting date and relays to any co-filers how the motion will be moved and seconded. Information is forwarded to all filers.
2. In the case of a co-filing the Administrative Assistant for CSR tracks the annual meeting date, and the person planning to move the resolution and second it at a given annual meeting. This information is forwarded to the ELCA affiliate.
3. The tentative vote from the company’s annual meeting is relayed to the ELCA affiliate and Communications Officer at ICCR.
4. The final certified vote is obtained (from the Corporate Secretary) and distributed to the ELCA filing affiliate, the shareholders’ network, and other shareholder group as appropriate.
Updated August, 2007
Updated January, 2009
Updated January, 2010