DTE - Board Cheatsheet

I think i will start to put my observations here (Robin)

Based on rules - DTE Rules

A cursory glance of director confidentiality does not seem to be  compromised by the lack of a COC - Code of Conduct.

Some links refer to corporate directors of which there is little difference to a director of a co-op, others are co-op specific

• Duties-confidentiality-and-loyalty-and-fidelity - WPage
• Staying-on-track-the-directors - WPage
• Co-operatives/responsibilities-of-a-co-operative - WPage

Roles and responsibilities of the Board as determined by the rules of dte.coop rules, not yet harmonised with the nationals co-operatives act

Rules Relating to the Board

RM - While I was studying the rules I thought it would be great if I could just refer to the ones relating to director/board - These are those.

*** I am still tidying them up

5 Active membership provisions

• (1)  The primary activity of the Co-operative is the activity set out in Part 2 of Appendix 2.
• (2)  In order to establish active membership of the Co-operative a member must comply with the requirements set out in Part 3 of Appendix 2.
• (3)  All members must be active members of the Co-operative.
• (4) If a member fails or ceases to be an active member, the Board must within one year:
1. (a) declare the membership of the member cancelled, and;
2. (b) declare the shares of the member forfeit.
• 5) The Board of Directors will maintain a register of active members.
1. The Board of Directors will provide members with the means to record and verify their contributions.
2. The contributions are to be confirmed by a person/s authorised by the Board and/or the ConFest/ConFab Committees.
3. The authorised person/s will keep a record of all contributions.
4. Members are responsible for the accuracy of the recording of their contributions.
5. By the 31st of August each year, or such later date as the Board may require, if they have not already done so, members will forward details of their contributions relating to the previous financial year to the Board.
6. Any disputes or irregularities have to be reported to the Board in writing for a decision within two months. The Board may request a report from the ConFest Committee or ConFab Committee as appropriate, but is not obliged to follow any recommendations made.

6) Upon submission of these rules to the Registrar of Co-operatives the Board will create an initial list of Active Members from the return of the Levy credit instituted during September 1999 as prepared by the Auditor within the guidelines of these rules.

6. Qualifications and shareholding required for membership

• (1)  A member can only be a natural person.
• (2)  No joint memberships are permitted.
• (3)  A person is not qualified to be admitted to membership:
1. (a)  unless he/she has met the activity requirements to be a member, as set out in Part 3 (1) of Appendix 2, and;
2. (b)  there are reasonable grounds for believing that the person will continue to be an active member of the Co-operative.
• (4)  Every member must hold only five $2 shares.
• (5)  At the time of application for membership the person has accounted to the Board for all monies and equipment previously advanced by the Co-operative to that person.

7. Membership and shares

(1) An application for membership and shares in the Co-operative must:

(i) date of birth

(ii) proof of identity

(iii) full name

(a) be in a form approved by the Board which must include at least the details of the requirements referred to in Rule 6(3)(a), and:

(b) include an address for all future service of notices.

(c) be lodged at a registered office of the Co-operative.

(2) An application for membership must include an application for five $2 shares in the Co-operative.

(3) The Board must consider each application.

(4) The Board at its sole discretion may accept or reject an application for membership or shares and need not give any reason for its decision, with the proviso that in the case of an application for membership from a person who has been expelled from the Co-operative, a special resolution is required to be passed.

(5) If the Board approves an application for membership and shares:

(i) the members name appears in the register of members, and;

(ii) the member has paid to the Co-operative the relevant fees and amounts set out in Part 2 of Appendix 3.

(a) the relevant shares must be allotted to the applicant, and;

(b) the Board must ensure that the name of the person and the number of shares allotted is entered in the register of members, Directors and shares in accordance with sections 75 and 244 of the Act, and;

(c) the Board must notify the applicant in writing of allotment of the shares and of the entry in the register, and;

(d) the applicant for membership becomes entitled to exercise the rights of membership when:

(6) If the Board rejects an application, the whole of the money lodged in respect of the application must be refunded to the applicant without interest.

(7) After one year, members expelled under rule 9, may be readmitted by special resolution of the Co-operative.

8. Ceasing membership

(1) A person ceases to be a member in each of the following circumstances:

(i) the trustee of the member's estate disclaims any debt, contract, duty or liability of the member with the Co-operative, or;

(ii) the bankrupt member or trustee is unable to pay monies due to the Co-operative by the member or the trustee in his/her capacity as trustee;

(a) if the member's membership is cancelled under Part 6 of the Act;

(b) if the member is expelled in accordance with these rules;

(c) if a trustee, executor or administrator is appointed in respect of a member

(d) if the member becomes bankrupt and;

(e) on the death of the member;

(f) if the contract of membership is rescinded on the ground of misrepresentation or mistake;

(g) if the member's share is forfeited in accordance with the provisions of the Act or the provisions of these rules;

(h) if the member's share is purchased by the Co-operative in accordance with the provisions of these rules;

(i) if the amount paid up on the member's share is repaid to the member in accordance with the provisions of these Rules;

(j) on notice in writing given by the member to the Board of the member's resignation from Membership;

(k) a member may be charged an administrative fee for each share register adjustment up to a maximum of $10.00.

9. Expulsion of members

(1) A member may be expelled from the Co-operative if the Co-operative, by special resolution, determines that the member should be expelled. The intention to lodge a special resolution to expel a member must first be approved by a resolution on notice to a general meeting.

(2) The circumstances in which members may be expelled are:

(i) appointed officers of the Co-operative including the Auditor and Accountant;

(ii) other members of the Co-operative;

(iii) members of the public attending functions and events conducted by the Co-operative/

(a) Where a member engages in any activity which places the Co-operative or the Board in financial jeopardy;

(b) Where a member has prevented or hindered the Co-operative in carrying out any of its primary activities;

(c) Where a member engages in continued abuse of the Co-operative or any of its members by any means whether verbally, by mail or electronically;

(d) Where a member engages in any harassment, by any means whether verbally, by mail or electronically of:

(e) If the member promotes practices or ideals that could place legal restraints on the Society, the Board or its members.

(f) If the member engages in any act that could place criminal liability on the Co-operative, the Board or its members.

(g) If the member as an officer of the Co-operative fails to act honestly in the exercise of his or her powers and the discharge of the duties of his or her office, both in this State and elsewhere.

(h) If the member as an officer of the Co-operative acts with intent to deceive or defraud, in the discharge of his or her duties as an officer of the Co-operative.

(i) If the member as an officer of the Co-operative fails to act with the degree of care and diligence that a reasonable person in a like position in a Co-operative would exercise.

(j) If the member makes improper use of information acquired, by reason of his or her position as member or an officer or employee of the Co-operative, to gain, directly or indirectly, an advantage for himself or herself or an advantage for any other person or to cause detriment to the Co-operative or other members.

(3) The member must be given at least 28 days written notice of the proposed resolution, and of the date, time and place of the meeting at which the resolution will be moved.

(4) The procedure at the general meeting to consider the proposed resolution is as follows:

(a) the member must be given a reasonable opportunity to be heard at the meeting;

(b) the member is entitled to call witnesses and to cross examine witnesses called against the member;

(c) if the member fails, without reasonable excuse, to attend at the time and place of which notice has been given, the Co-operative may consider the matter in the absence of the member.

(d) after considering the matter, the general meeting may grant permission for a special resolution to be lodged for approval by the Registrar under rule 37 to consider the expulsion of the member; the process for the special resolution will follow the procedures for the initial resolution set out in 9 (4) (a), 9 (4) (b) and 9 (4) (c).

(5) The expulsion of the member does not take effect until the special resolution is registered with the Registrar.

(6) When a member is expelled, the Co-operative must, in accordance with section 82 of the Act, repay to the member an amount determined in accordance with that section in respect of the member's shares and cancel the member's shares.

10. Suspension of members

There is no provision for the suspension of members.

11. Disputes

(1) The grievance procedure set out in this rule applies to disputes under these rules between:

(a) a member and another member, or;

(b) a member and the Co-operative.

(2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

(3) If the parties are unable to resolve the dispute at the meeting under sub-rule (2) or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

(4) The mediator must be:

(a) a person chosen by agreement between the parties, or;

(b) in the absence of agreement:

(i) in the case of a dispute between a member and another member, by the Board of the Co-operative, or;

(ii) in the case of a dispute between a member and the Co-operative, a person who is a member of The Dispute Settlement Centre of Victoria (Department of Justice).

(5) A member of the Co-operative can be a mediator.

(6) The mediator cannot be a member who is a party to the dispute.

* RM - This Rule provides for the mediation of a dispute. Note that section 89 of the Act provides another procedure whereby application may be made to the Supreme Court for an order declaring and enforcing rights or obligations of members between themselves, or of the Co-operative and a member between themselves. The Court may refuse to make an order, or may make an order for costs, if the Court is of the opinion that the application is unreasonable or the issue trivial.

15. Calls on shares

The Board may not make a call on shares but may make a levy of not more than $20 in any financial year.

16. Forfeiture of shares

(1) If a member fails to pay a levy on any day appointed for the payment of the levy, the board may serve a notice on the member requiring payment of so much of the levy as is unpaid.

(2) The notice must:

(a) specify a day (being not less than 28 days after the date of service of the notice) on or before which the payment required by the notice is to be paid, and;

(b) state that if the payment is not so paid, the shares in respect of which the levy was made are liable to be forfeited.

(3) If the payment is not made in accordance with the notice, the board may, by resolution, declare that the shares are forfeited.

(4) The board's declaration has the effect of forfeiting the shares concerned.

17. Share certificates

(1) The Board, on the application of a person holding shares in the Co-operative, must issue to that person, without payment, a certificate under the seal of the Co-operative specifying the fully paid shares held by that person.

(2) If the Board is satisfied that a share certificate issued by the Co-operative is defaced, lost or destroyed, the Board may issue a duplicate certificate on payment of a fee (not exceeding $ 10) determined by the Board.

20. Forfeiture's and cancellations - Inactive members

(1) In accordance with section 131 of the Act, the Board, after giving any notice required under section 136 of the Act, must declare the membership of a member cancelled if:

(a) the whereabouts of the member are not presently known to the Co-operative and have not been known to the Co-operative for a period of at least one year before that time, or;

(b) the member is not presently an active member of the Co-operative and has not been an active member of the Co-operative at any time during the period of one year immediately before that time.

(2) Sub-rule (1) applies to a member only if he or she was a member of the Co-operative throughout the period referred to in paragraph (a) or (b), as the case requires.

(3) In accordance with section 132 of the Act, the Board must declare the shares of a member to be forfeited at the same time as the member's membership is cancelled under section 131 of the Act.

(4) The Board's declaration has the effect of forfeiting the shares concerned.

(5) If the membership of a member is cancelled any amount due to the member in respect of the cancellation must be dealt with in accordance with Rule 8 of these rules.

26. Annual General Meetings

(1)  In accordance with section 204 of the Act, the first annual general meeting of the Co-operative must be held at any time within 19 months after the incorporation of the Co-operative.

(2)  The second or any subsequent annual general meeting of the Co-operative must be held within:

(a)  5 months after the close of the financial year of the Co-operative, or;

(b)  any further time that may be allowed by the Registrar or is prescribed.

(3)  The Organising Committee of the Board may determine the date, starting time, and place of an Annual General Meeting. The meeting will have a duration of up to 3 hours from the advertised starting time. The meeting may be extended once, by up to one hour, with the agreement of the majority of the active members present ninety minutes after the advertised starting time of the meeting.

(4)  All general meetings of the Co-operative other than the Annual General Meeting shall be Special General Meetings.

(5)  If the Organising Committee of the Board does not hold an Annual General Meeting within the required time, that the Board or not less than 10% of members may requisition the meeting in accordance with section 209 of the Act.

27. Special General Meetings

(1)  A Special General Meeting of the Co-operative may be convened at any time by the Organising Committee of the Board.

(2)  In accordance with section 209 of the Act, Organising Committee of the Board or the Board must convene a general meeting of the Co-operative on the written requisition of the number of active members of the Co-operative who together are able to cast at least 10% of the total number of votes able to be cast at a meeting of the Co-operative.

(3)  A Special General Meeting shall be held in each of the following months of the year: February, June, and September.

(4)  The Organising Committee of the Board may determine the date, starting time, and place of a Special General Meeting. The meeting will have a duration of up to 3 hours from the advertised starting time. The meeting may be extended once, by up to one hour, with the agreement of the majority of the active members present ninety minutes after the advertised starting time of the meeting.

28. Notice of General Meetings

(1)  The Organising Committee of the Board, or in default the Board, must give each member at least 14 clear days notice of each general meeting.

(2)  The notice may be given in accordance with section 460 of the Act

(3)  The notice must specify the place, the day and the time, the agenda, the length of the meeting and if special business is to be transacted, set out details of the special business including the full text of resolutions.

(4)  If a special resolution is to be proposed at the meeting at least 21 clear days notice of that special resolution must be given to the members of the Co-operative including the full text of the resolution in accordance with section 192 of the Act.

(5)  A member of the Co-operative who wishes to propose a resolution at a general meeting must give the Co-operative written notice of the resolution. The resolution must be supported, in writing, by at least two other active members and is not to exceed 200 words. (Other supporting documents may be attached)

(6)  If notice of an ordinary resolution is given under sub-rule (5) at least 35 days before the meeting, the Organising Committee of the Board or the Board must include the resolution, and brief details as proposed by the author, in the notice of the meeting.

29. Business at General Meetings

(1)  The ordinary business of the Annual General meeting shall be:

(a)  to read the minutes of the last Annual General meeting;

(b)  to confirm minutes of the last preceding general meeting (whether annual or special);

(c)  to receive from the Board, the Organising Committee of the Board, auditors, or any officers of the Co-operative reports upon the transactions of the Co-operative during the financial year, including the audited financial accounts and other financial reports as requested, and the state of affairs at the end of that year;

(d)  to elect Directors as per Rule 41.

(2)  Annual and Special General Meetings may transact special business of which notice has been given to members in accordance with these rules.

(3)  The ordinary business of a Special General Meeting shall be:

(i)  Financial reports on the transactions of the Co-operative during the period.

(ii)  Directors reports either as a group or individually.

(iii)  Organising Committee of the Board reports.

(iv)  ConFest report.

(v)  ConFab report.

(vi)  Other committee/work group reports.

(a)  to confirm minutes of the last preceding general meeting (whether annual or special);

(b)  At each Special General Meeting the following reports are to be tabled:

(4)  All business of a general meeting, other than ordinary business, is special business.

Board of Directors  (***Have to tidy this clause up)

(1) There shall be a Board of seven Directors.

(2) A Director (a)

(b) (c) (d)

must maintain a non-executive, 'wise elder' role and ensure that the Co-operative fulfils its legal and ethical obligations.

(4)  The Board is required to:
(a) foster and develop and appoint members to Standing Committees of the Board (Clause 47 (16)) as the executive arm of the Co-operative, and;
(b) ensure that a 'reporting to the Board' structure is set up by these Committees, and;
(c) ensure that the Board has all the information required to perform its non-executive advisory and legal role.

(5)  The Board is to actively involve members in being part of the executive arm of the Co-operative through voluntary participation in the primary activity and in the running of the Co-operative.

(6)  A Board member may be an ordinary member of a Standing Committee of the Board.

Qualifications of Directors

(1)  A person is not qualified to be a Director unless he or she is a member of the Co-operative or a representative of a body corporate which is a member of the Co-operative ("member director"), or;

(2)  A person must not act as a Director if the person is disqualified under section 214 of the Act.

(3)  The first directors shall be elected at the meeting for the formation of the Co-operative.

Retirement of Directors

(1)  At the first annual general meeting of the Co-operative 4 of the Directors must retire and at the next annual general meeting 3 of the Directors must retire and this pattern of rotation is to continue in ensuing years.

(2)  A retiring Director retains office until the close of the meeting at which his or her successor is elected.

(3)  The directors shall be elected for a period of two years. Subject to the provision of filling casual vacancies each director shall retire at the conclusion of their office at the relevant Annual General Meeting.

(4)  Any vacancy occurring in the Board otherwise than by rotation of retirement, shall be filled at a Special general meeting by electing a person thereto as required by rule 41.

(5)  A retiring Director is eligible for re-election.

Election of Directors

(1) At least 6 weeks before an annual general meeting, the Organising Committee of the Board must:

(a) notify all members of the number of Directors retiring at the annual general meeting, and; must:

be an active member;

be a natural person;

be not less than 18 years of age;

have the qualifications set out in Rule 39.

(b) advise the members of:

(i)  their eligibility to nominate as a Director, and;

(ii)  the qualifications, duties and responsibilities of a Director, and;

(iii)  the nomination and election procedures.

(2)  Not less than 6 weeks before the annual general meeting, a notice must be displayed at the registered office of the Co-operative inviting nominations of candidates for election as Directors.

(3)  A nomination must:

(a)  be signed by 2 or more active members, and;

(b)  provide a statement by the nominee detailing the qualifications and experience of the person nominated including their experience within DTE and detailing their compliance with the requirements of Rule 39, and;

(c)  be accompanied by a notice in writing signed by the candidate agreeing to his or her nomination;

(d)  include a copy, dated and signed by the nominee, of the DTE auditor’s letter acknowledging his or her responsibilities and duties as a director.

(4)  The nomination and the notice referred to in the sub-rule (3) must be lodged at the registered office of the Co-operative at least 28 days before the annual general meeting.

(5)  Details of each person who has been nominated must be given to all members with the notice of the annual general meeting by an officer nominated by the Organising Committee of the Board.

(6)  Details to be provided to members must include the candidate's:

(a)  name, and;

(b)  age bracket, and;

(c)  experience in the running of ConFest or ConFab, and any other relevant qualifications and experience, and;

(d)  length of any previous service as a Director of the Co-operative or with any other Co-operative, and;

(e)  details of any commercial involvement over the previous two years with the Co-operative, ConFest and/or ConFab, including but not limited to participation as a stall holder in the ConFest market or as a contractor or supplier to ConFest and/or ConFab, and;

(f)  a photograph of the candidate and a policy statement not exceeding 200 words.

Manner of election

(1)  The ballot for the election of Directors must be conducted at the annual general meeting in the manner that the Board directs.

(2)  The Organising Committee of the Board shall advise each member in the election notice that the member has the right to apply for a postal vote in lieu of a personal vote at the meeting, and shall make appropriate arrangements for that.

(3)  Voting shall be on forms approved by the Board and shall be by secret ballot.

(4)  If, at the general meeting the position of any retiring Director is not filled, that position is treated as a casual vacancy.

Casual vacancy

(1)  Any vacancy occurring in the Board otherwise than by rotation of retirement, shall be filled by an election to be called as soon as practical at a Special General Meeting or the Annual General Meeting if applicable.

(2)  The election shall be conducted under the same procedure as set out by Rule 41and Rule 42 but applying to Special General Meetings in lieu of annual general meetings.

(3)  The candidate so elected shall retire at the same time as the director he or she is replacing would have been due to retire.

Removal and disqualification from the office of Director

(1) The Co-operative may by special resolution remove any Director from office before the end of the Director's period of office, or;

(2)  Directors shall commence their term of office with 21 inactivity credits for one year and deductions from the Directors total credits shall be made as follows:

(a)  failure to attend a Board meeting, without agreement by the Board, 4 (four) credits deducted, and;

(b)  failure to attend within 30 minutes of the agreed starting time of a Directors meeting without agreement of the board, and for each 45 minutes or part of the meeting absent 1 (one) credit deducted;

(c)  failure to register as a bank signatory 1 (one) credit per two calendar months or part.

(3)  Directors inactivity credits are to be recorded and tallied in a register in the Directors meeting minutes book.

(4)  When any Director reaches zero (0) points in any 12 month period, that Directors position is automatically declared vacant.

(5)  A Director may apply for a leave of absence without loss of inactivity credits. The majority of the remaining board may, within seven days of the request, accept or deny the application but the Board shall not grant a leave of absence for more than three monthly meetings.

Remuneration

In accordance with section 229 of the Act a Director, of a Co-operative must not be paid any remuneration for services as a Director, but may be reimbursed for out of pocket expenses in the execution of their duties.

Deputy Directors
There shall be no deputy directors.

Proceedings and responsibilities of the Board

(1)  Meetings of the Board are to be held the first Thursday of each month, except when they clash with ConFest, or as often as may be necessary for properly conducting the business of the Co-operative. Meetings shall commence at 7.30 p.m. and end at 10.30 p.m. unless Directors agree to an extension of time.

(a) Agenda:

(i)  the Organising Committee of the Board will collate the agenda;

(ii)  the agenda will list all items contributed by Directors and active members for consideration, and;

(iii)  be available 48 hours before the meeting;

(iv)  items on the distributed agenda take priority during the meeting.

(2)  Board meetings cannot be adjourned.

(3)  A Director may call a Thursday night meeting of the Board by giving notice individually to every other Director, and with the agreement of three others, the meeting will be binding on all Directors.

(4)  On their election, Directors are to nominate a reasonable form for their meeting notice and inform each other Director.

(5)  Except in special circumstances determined by the chairperson, that is a meeting called for an evening other than a Thursday, at least 48 hours notice shall be given for a Directors Meeting.

(6)  All Board meetings, and committees of the Board meetings, shall be open and be announced on the D.T.E. Information Line (telephone "Message Bank") and by Internet.

(7)  The Board may delegate any of its powers or tasks.

(8)  The Organising Committee of the Board is responsible for the day to day running of the Society.

(9)  All active members of the Cooperative may assist in the business of all committees or assist Directors or other members in the execution of their agreed tasks.

(10)  Committee reports and nominated tasks are an agenda item for each Board meeting.

(11)  Questions and ordinary resolutions arising at any Director's meeting shall be determined by unanimous agreement (consensus), of those members present. If consensus cannot be reached, after further discussion, the question may be determined by minimum of 4 votes from the Directors present.

(12)  The Board must not spendorcommit the Co-operative to expenditure of more than $3,000 per quarter year without the approval of a general meeting. This money can only be spent on statutory requirements for the operation of the Society.

(13)  BeforeeachAnnualGeneralMeeting,theOrganisingCommitteeoftheBoardshallprepareanannualbudgetprojectionfor the Co-operative for the next year, and shall include it in the notice for the Annual General Meeting.

(14)  The Board will foster the development of committees and assist and work with them in the performance of their responsibilities.

(15)  The Board must treat members equally but operate only in the best interests of the Co-operative.

(16)  There shall be four standing Committees of the Board and there shall be a combined meeting of the Board and standing Committees of the Board quarterly in February, May, August and November:

Quorum for Board meetings

(1)  The quorum for a meeting of the Board is four directors and all questions and motions decided by consensus or by the agreement of four Directors.

(2)  If urgent decisions are required they may be decided by telephone or Internet provided that five or more Directors are consulted and four or more Directors agree to the decision. The decision is to be minuted in the minutes of the next Board meeting.

Chairperson of Board

(1)  At the commencement of each meeting, the Directors will nominate a Chairperson of the Board for that meeting by consensus. If consensus fails a Chairperson is appointed by a majority of the Directors present.

(2)  The Board may by ordinary resolution remove the chairperson from the chair.

(3)  Where a chairperson is required to sign any document and there is no relevant Chairperson available, the Director with the longest period of service or any other Director appointed by the board shall sign.

From the emails circa 29/12/18

The OC collates the agenda for the board.

The board ultimately decides what the agenda is.

Currently dte has members with no way of communicating with the board and Mark's motion was to prevent communication from public/volunteers/members to the board.

All I contributed to the discussion was reading out the rule in its entirety after hearing it being totally misrepresented.

OC agreed a long time back that data.dte would be used for agenda items. So did the cc and board.

I understand a few are working hard to find a substitute (that they can control) while the oc cc and board have not provided any feedback regarding changes necessary.

You are right, and our rules provide time limits for speakers.

And you are right that if an issue has been dealt with properly in other forums such as the OC then the board meetings would be less time consuming. My belief is that the it should be more than a discussion, but that the OC should provide recommendations to the board. In most cases, if the board follows the recommendations from the OC, then there will not be much need for detailed discussion. The OC should be setting the board agenda according for our rules, and there is nothing stopping the OC asking the board to fomalise a recommendation as an agenda item.

Much of the reasoning you have listed for not allowing members to speak at board meetings are total BS.

The one reason some people on this board wants to shut up members is to avoid accountability. They have consistently ignored members wishes for the last two years, and avoided being accountable to the members by not turning up in person to board meetings. They have ignored directives from the GM they didn't like and generally fostered an environment of hostility that I have never seen before.

Members have the right to speak up at board meetings.

The chair has the power to control the flow the meetings, and our rules provide limitations on how long people can speak. If meetings are properly chaired, and the agenda items properly ordered (With essential items near the front)the meetings can be kept to time. This is not something DTE has been good at historically, but it has been achieved before, and should be worked towards.

This is something the OC should be helping with. I agree the adhoc calling of OC meetings does prevent this from happening, but these extra meetings have also come from the board, and have undermined the effectiveness of the OC.

Steve

On Friday, 28 December 2018, 10:28:14 am AEDT, Ellen Brogan <This email address is being protected from spambots. You need JavaScript enabled to view it.> wrote:

Hi Peter  T

You are correct that this point was discussed (for some time) on the 6th Dec Board meeting. Some elements became quite heated.

# I know you contributed some valid points around the Board Agenda being hosted by data.dte.au.

# I begged to differ on your point that this means the Board agenda is determined by the OC.

# I would see the whole OC deciding on Board agenda THEN the outcome being posted onto date.dte rather than individual members of the OC posting items that have not been discussed by the OC.

# A Board agenda has been determined this way only once or twice t(to my knowledge) because the OC has never followed any set process and for the past year, the schedule of the OC meetings is too adhoc for members to contribute to in a meaningful way.

Outcome of this motion..

My interpretation of this topic, was that Mark said he would consider the wording of the motion, to incorporate ‘some’ of the feedback from the  😊 observers 😊 present (and the other Board members) THEN he ‘may’ resubmit the motion for voting at the next Board 3rd Jan.

# As one of the ‘observers’ I tried to place myself in the shoes of the Board when I read the motion. This is my personal summary of the discussion:

Some of the key points supporting this motion:

1. Work/Life Balance - Health, Wellbeing of the Board

1. Board meetings can not be adjourned in accordance with our rules this means, if there are 100 agenda items and discussion by the whole community on each one then the Board goes until 1am (just picking a random time from the longest Board meeting I have sat at in 7 years)

# NOTE: Board members currently attend most other meetings including the GSC on Tuesday to ensure these committees are functional

1. Board matters such as wise oversight of ALL committees, setting annual billing calendars, developing & implementing strategic policies, checking the GSC deliverables are covered, oversight (rather than hands on management) financial status of DTE assets, Inducting new Board members appropriately etc are not being given any air time whilst the Board meetings and Board email exchange is clogged with community driven discussions.

Some of the key points supporting (a considered wording of) this motion:

1. Community seeing no distinction/hierarchical glass ceiling between themselves and Board...

# Resulting in:

1. Deferring the mental fatigue and burnout experienced by some Board members historically.

1. The Board making decisions based on a wider voice towards critical governance issues detailed in point four above (and many more I haven’t listed). Therefore a ‘sense’ of community consultation on ALL decisions of the cooperative PERHAPS less conflict/resistance.

1. Board members not feeling pressure to personally carry the legal weight/ramifications of critical governance issues.

Ellen

*.* .* The social construction of reality *.*.*

From: Peter Tippett

Sent: Thursday, 27 December 2018 1:30 PM

To: Mark Rasmussen; David Cruise

Cc: Active 2; DTE Directors (This email address is being protected from spambots. You need JavaScript enabled to view it.); DTE Organising Committee; DTE ConFest Committee (This email address is being protected from spambots. You need JavaScript enabled to view it.)

Subject: Re: minutes from 1995

Wasnt this already discussed?

Agenda item ID: 788 

Date: 2018-12-06 12:31:35

Agenda item: Structure of DTE Board Meetings 

Agenda details: A review of the structure of future dte board meeting to ensure that only board members may directly participate in the meetings. That non-Board members are observers. Questions may only be put to the Board by emails or tabled by a participating board member. Only a participating member of the board may Chair a board meeting.

Motion: 1. That only dte board members may participate in a dte Board meeting. 2. Meetings are open to members as observers only 3. The Chair must be a member of the board 4. Questions to the board must be put in writing to the board and get a written response where possible.

Item by: Mark Rasmussen 

Peter Tippett

-------- Original message --------

From: Mark Rasmussen <This email address is being protected from spambots. You need JavaScript enabled to view it.> 

Date: 25/12/18 10:22 am (GMT+10:00) 

To: David Cruise <This email address is being protected from spambots. You need JavaScript enabled to view it.> 

Cc: "DTE Directors (This email address is being protected from spambots. You need JavaScript enabled to view it.)" <This email address is being protected from spambots. You need JavaScript enabled to view it.>, "DTE ConFest Committee (This email address is being protected from spambots. You need JavaScript enabled to view it.)" <This email address is being protected from spambots. You need JavaScript enabled to view it.>, DTE Organising Committee <This email address is being protected from spambots. You need JavaScript enabled to view it.>, Active 2 <This email address is being protected from spambots. You need JavaScript enabled to view it.>

Subject: Re: minutes from 1995 

Interesting that in one of the old minutes that non-Board members attending the meeting are referred to as “Observers”. Really? Sounds familiar

Intro 

‘While members elect directors, their responsibility is to the co-operative. For example, if our rules state we are to have our books audited, an SGM of members voting we should not do an audit does not absolve the Board of the responsibility of doing an Audit. Our rules are our rules. We have to do an audit because the rules require it.

First point

Our Rules clearly state

* 42 Manner of election

(1) The ballot for the election of Directors must be conducted at the annual general meeting in the manner that the Board directs.

(2)  The Organising Committee of the Board shall advise each member in the election notice that the member has the right to apply for a postal vote in lieu of a personal vote at the meeting, and shall make appropriate arrangements for that.

(3)  Voting shall be on forms approved by the Board and shall be by secret ballot.
(4)  If, at the general meeting the position of any retiring Director is not filled, that position is treated as a casual vacancy.

As you can see in Point 1 it is pretty clear, “in the manner that the Board directs.”

Point 2 makes it clear the role of the Organising Committee and its requirement to inform the members and for those wishing to do Postal, the organising committee manages such requests

Point 3 Reaffirms Point 1 by making it clear the board approves the form and advisies all parties the ballot will be secret

Point 4 makes it clear a retiring directors position not filled be treated as a casual vacancy

While there is another rule in regards to AGM

26 - Annual General Meetings

(1)  In accordance with section 204 of the Act, the first annual general meeting of the Co-operative must be held at any time within 19 months after the incorporation of the Co-operative.
(2) The second or any subsequent annual general meeting of the Co-operative must be held within:
(a) 5 months after the close of the financial year of the Co-operative, or;
(b) any further time that may be allowed by the Registrar or is prescribed.
(3)  The Organising Committee of the Board may determine the date, starting time, and place of an Annual General Meeting. The meeting will have a duration of up to 3 hours from the advertised starting time. The meeting may be extended once, by up to one hour, with the agreement of the majority of the active members present ninety minutes after the advertised starting time of the meeting.
(4) All general meetings of the Co-operative other than the Annual General Meeting shall be Special General Meetings.
(5) If the Organising Committee of the Board does not hold an Annual General Meeting within the required time, that the Board or not less than 10% of members may requisition the meeting in accordance with section 209 of the Act.

This clause makes it very clear again the role of the Organising Committee is in implementation and it is quite specific so the argument Rule 26 there is a counter or more specific instruction in which manner the elections are conducted is incorrect.  It says nothing to suggest or contradict the rule 42 statement,  “The ballot for the election of Directors must be conducted at the annual general meeting in the manner that the Board directs.”

Hence elections for 2020 and beyond until there is an alteration of the rules remains “as the board directs”

If members do wish to change a rule then there is a process for this - See Rule 1 and 37 and as you can see it is a different process than an ordinary motion at a general meeting

1 Alteration of the rules 

(1)  These rules may be altered by a special resolution in accordance with section 113 of the Act.
(2)  A proposed alteration of these rules must be approved by the Registrar under section 112 of the Act before the resolution altering the rules is passed.
(3)  An alteration of these rules does not take effect unless and until it is registered by the Registrar under section 115 of the Act.
(4)  Any member is entitled to obtain from the Co-operative a copy of these rules on payment of the amount set out in Appendix 1.

34. Special and ordinary resolutions 

(1)  Subject to rule 9, if a minimum of 12 active members submit a special resolution in writing, to the Board, the Board shall notify the registrar of that proposed special resolution within 14 clear days of receipt of that special resolution.
(2)  A special resolution is a resolution which is passed in accordance with sections 192 and 193 of the Act:
(3) The Board 

(a)  by a two-thirds majority at a general meeting of members, or;
(b)  by a two-thirds majority in a postal ballot (other than a special postal ballot) of members, or; (c)  by a three-quarters majority in a special postal ballot of members.

(3)  A special resolution has effect from the date that it is passed unless it is required to be registered under section 196(2) of the Act.
(4)  An ordinary resolution is a resolution passed by a simple majority at a general meeting or in a postal ballot of members.