Special Business for Annual General Meeting 2021

Motion 1: Appoint an Auditor

That DTE appoints Daniel Tai of Ax3 Partners as DTE’s auditor.

Proposed by: Kathy Ernst
Supported by: John Magor, Tania Morsman, Suzie Helson, Don Royal

Explanation:
The Board has appointed Daniel Tai of Ax3 Partners as DTE’s auditor starting with the 2020/2021 Financial Reports for the 2021 AGM. The CNL states that an auditor appointed by the Directors holds office until the next AGM. (CNL section 298). The members should reconfirm this appointment at this AGM.

Motion 2: (special resolution) Change to Rule 44(2)(a) and (b)

That the Rules of DTE be modified to make it clear that Director inactivity credits only be lost for Regularly Scheduled meetings, not meetings called with short notice. There will need to be a change to two points in the Rules, 44(2)(a) and 44(2)(b) from the current wording to the proposed wording. (The change is underlined for clarity and should be removed before insertion to the Rules if accepted)

Current wording:
44(2)(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.

Proposed wording:
44(2)(a) failure to attend a regularly scheduled 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 regularly scheduled Directors meeting without agreement of the board, and for each 45 minutes or part of the meeting absent 1 (one) credit deducted.

Proposed by: Graham Fleming
Supported by: Grant Waldram, Dan Smith, Jude Murray, Robin MacPherson

Explanation:
There is currently much controversy between the Board and the Organising Committee (OC) of which some has been caused by the OC not accepting that sufficient notice was not given to all board members for a non-scheduled meeting. This change to the rules would clarify this issue.

Motion 3: (special resolution) Change to Rule 44(4)

That the Rules of DTE be modified to clarify the process in which a Directors position becomes 'automatically' vacant should a Director lose the required number of inactivity points, changing Rule 44(4) from the current wording to the proposed wording. (The change is underlined for clarity and should be removed before insertion to the Rules if accepted)

Current wording:
44(4) When any Director reaches zero (0) points in any 12 month period, that Directors position is automatically declared vacant.

Proposed wording:
44(4) When any Director reaches zero (0) points in any 12 month period, that Directors position is to be automatically declared vacant by the Board by way of a majority motion which shall be recorded in the Directors meeting minute book.

Proposed by: Graham Fleming
Supported by: Grant Waldram, Dan Smith, Jude Murray, Robin MacPherson

Explanation:
There has been much aggravated discussion between the Board and the Organising Committee regarding the tally of inactivity credits lost by a couple of Board members. The OC took it upon themselves to declare the Directors positions vacant when there continued to be some doubt within the Board as to the current correct tally of points by these Board members. This has caused much conflict between those involved, spilling out to the general membership. This conflict is not good for DTE and as such the wording of the Rules need to be clarified.

Motion 4: (special resolution) Change to Rule 44(5)

That the Rules of DTE be modified to clarify that a Director offering an apology for missing a meeting should be treated as if the Director has applied for a Leave of Absence, changing Rule 44(5) from the current wording to the proposed wording. (The change is underlined for clarity and should be removed before insertion to the Rules if accepted)

Current wording:
44(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.

Proposed wording:
44(5) A Director may apply for a leave of absence with an apology for the meeting or a formal request 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.

Proposed by: Graham Fleming
Supported by: Grant Waldram, Dan Smith, Jude Murray, Robin MacPherson

Explanation:
There is much dissension among the Board and OC as to the correct way to ask for a leave of absence, thus not losing inactivity credits. Normal meeting conventions recognise that an apology is all that is required for an absent member to be recognised as not attending. This change to the Rules should clarify the intent of the rule.

Motion 5: (special resolution) Change to Rule 47(8)

That the Rules of DTE be modified to clarify that the Board of DTE is the controlling entity of DTE and that the committees of the Board undertake the work as directed by the Board, changing Rule 47(8) from the current wording to the proposed wording. (The change is underlined for clarity and should be removed before insertion to the Rules if accepted)

Current wording:
47(8) The Organising Committee of the Board is responsible for the day to day running of the Society.

Proposed wording:
47(8) The Organising Committee of the Board is responsible for the day to day running of the Society as directed by the Board.

Proposed by: Graham Fleming
Supported by: Grant Waldram, Dan Smith, Jude Murray, Robin MacPherson

Explanation:
The Board and the Organising Committee are in constant conflict regarding which entity is in control of DTE. As Australian legislation dictates that the Board and the individual directors are both legally responsible for the actions of DTE, it needs to be clear who is in control. Hopefully this small change will bring some tranquillity back into the coop.

Motion 6: (special resolution) Change to Rule 47(16)(d)(iii, iv, v, viii and xi)

That the rules be modified to prevent Organising Committee meetings occurring at short notice or at the end of Board meetings and CC meetings, The section of the rules relating to this is Rule 47(d) 'The Organising Committee' shall be changed from the Current Wording to the Proposed Wording. (Text to be deleted is highlighted with a strikethrough, and text added is underlined. This highlighting is to be removed and text renumbered before insertion into the rules)

Current wording:
47 (16)(d) The Organising Committee

1. (i)  The Organising Committee's function is to:

   1. run general meetings of the Co-operative;

   2. be the executive arm of the Co-operative relating to all matters not covered by the other standing Committees of the Board;

   3. regularly record, compile, update, and publish to members, all policies developed by the Board, the Committees of the Board, and general meetings of the Co-operative.

2. (ii)  Every Organising Committee meeting will be conducted in accordance with Rule 33.

3. (iii)  Organising Committee Meetings may be held at the same time and place as Board meetings and ConFest Committee meetings, without notice.

4. (iv)  Organising Committee meetings held at other times shall be announced on the DTE Message Bank and the Internet.

5. (v)  Organising Committee meetings are limited to three hours duration or the unexpired portion of three hours of a Board or ConFest Committee meeting.

6. (vi)  Organising Committee Meetings shall not be adjourned.

7. (vii)  The quorum for an Organising Committee Meeting is ten (10) active members.

8. (viii)  Active members of the Co-operative can qualify as members of the Organising Committee by attending three (3) of the last five (5) Organising Committee Meetings

9. (ix)  The Organising Committee can use electronic (internet and telephone) and written (mail and circulation of documents) as part of its meeting process and committee members do not need to be physically present.

10. (x)  The Organising Committee may delegate specific functions to individuals or sub committees.

11. (xi)  The Organising Committee shall have a monthly minimum allowance of one hundred dollars ($100) cumulative, and additional operating expenses are to be approved by general meeting motion.

12. (xii)  The Organising Committee will develop and follow financial and reporting procedures as agreed to by the Board and the Co-operative's Auditor.

13. (xiii)  The Organising Committee shall complete its accounts within 30 days of the end of the financial year.

14. (xiv)  The Organising Committee will publish a set of the Co-operatives accounts and a report once a quarter on the member's section of the Co-operatives website with hard copies available at the next Board and ConFest Committee meeting.

15. (xv)  All monies are to be allocated to an individual for a specific task and the individual is entirely responsible to account for the funds advanced.

16. (xvi)  All matters that may impact on the Board's liability shall be presented to the Board for its consideration.

Proposed wording:
47 (16)(d) The Organising Committee

1. (i)  The Organising Committee's function is to:

   1. run general meetings of the Co-operative;

   2. be the executive arm of the Co-operative relating to all matters not covered by the other standing Committees of the Board;

   3. regularly record, compile, update, and publish to members, all policies developed by the Board, the Committees of the Board, and general meetings of the Co-operative.

2. (ii)  Every Organising Committee meeting will be conducted in accordance with Rule 33.

3. (iii)  Organising Committee Meetings may be held at the same time and place as Board meetings and ConFest Committee meetings, without notice.

4. (iv)  Organising Committee meetings held monthly and at other times as required giving not less than seven (7) days notice via the OC email list and posted on the internet. shall be announced on the DTE Message Bank and the Internet.

5. (v)  Organising Committee meetings are limited to three hours duration or the unexpired portion of three hours of a Board or ConFest Committee meeting.

6. (vi)  Organising Committee Meetings shall not be adjourned.

7. (vii)  The quorum for an Organising Committee Meeting is ten (10) active members.

8. (viii)  Active members of the Co-operative can qualify as members of the Organising Committee by attending three (3) of the last five (5) regular monthly Organising Committee Meetings.

9. (ix)  The Organising Committee can use electronic (internet and telephone) and written (mail and circulation of documents) as part of its meeting process and committee members do not need to be physically present.

10. (x)  The Organising Committee may delegate specific functions to individuals or sub committees.

11. (xi)  The Organising Committee shall have a monthly minimum allowance of one hundred dollars ($100) cummulative cumulative, and additional operating expenses are to be approved by general meeting motion.

12. (xii)  The Organising Committee will develop and follow financial and reporting procedures as agreed to by the Board and the Co-operative's Auditor.

13. (xiii)  The Organising Committee shall complete its accounts within 30 days of the end of the financial year.

14. (xiv)  The Organising Committee will publish a set of the Co-operatives accounts and a report once a quarter on the member's section of the Co-operatives website with hard copies available at the next Board and ConFest Committee meeting.

15. (xv)  All monies are to be allocated to an individual for a specific task and the individual is entirely responsible to account for the funds advanced.

16. (xvi)  All matters that may impact on the Board's liability shall be presented to the Board for its consideration.

Proposed by: Graham Fleming
Supported by: Dan Smith, Robin MacPherson, Jude Murray

Explanation:
In the last 12 months there has been in excess of 40 meetings, some held at the conclusion of board meetings and Confest Committee meetings and at other times at sometimes very short notice. This has resulted in OC members losing voting rights at future meetings due to the irregular nature of meetings while also forcing OC members to attend Board and CC meetings just in case an OC meeting is called. This change is an attempt to limit the number of OC meetings where meetings are being called for non-urgent matters.

Supporting document for motions 2-5:

Explanation from Grant Waldram

In giving formal support (per Special Resolution rule 28(5)) to the four motions for proposed changes, I'd like to present the following thoughts as an "attached document" for everyone who is considering voting on them, and as such would ask that the returning officer please include them with the meeting notice, as I want members to understand precisely WHY I'm giving them my support. Rule changes are important, and I haven’t given this support lightly.

2. This goes straight to intent. The director points function in two ways. Firstly, much like the activity rule relating to attendance at OC/CC meetings, the intent is to ensure that directors are maintaining an understanding of the issues involved in discharging their office. Secondly, they aim to ensure that a director cannot deliberately impair the functioning of the board by not attending meetings. In a scenario where the rest of the organisation is functioning as intended, the regularly scheduled meetings of the board SHOULD be enough for the board to conduct all of its business - it was designed that way, else there would be more regularly scheduled meetings. There are no adequate provisions for receipted notification of additional board meetings, and hence no reasonable way of proving that non-attendance was malicious, which leaves the gap for suspicion and ambiguity. Indeed, we have seen exactly this scenario play out. Thus there seems to be no basis for attaching a penalty. This change removes that gap.

   As a further observation on this matter of original intent, please note that Rule 44 (5) currently refers specifically to leave of absence being granted for "monthly meetings", suggesting that these are the only meetings from which it was anticipated that a leave of absence would be required. Indeed, it's completely plausible that a malicious cohort could call meetings that it knows a particular director is unable to attend due to other commitments (they may serve on a board of another organisation, may have regular shifts in a job they can't take leave from, etc etc). It follows that it is likely that the regular monthly meetings were the meetings at which the points could be lost. This change clarifies that intent.

3. This change attaches an unarguable process to the "automatic" removal of directors who have lost all their (in?)activity points. Whilst it may seem to have a weakness that a cabal of friendly directors could simply ignore the zero points status and not vote to remove, that would be a clear and demonstrable act of fraud, and that could, and I expect would, be easily and swiftly prosecuted by members. The consequences for a director proven to be engaging in fraud are ENORMOUS, and that gives the proposed change very significant teeth indeed.

4. This is simply a way of formally declaring something that should, in a sensible world, need no clarification. An apology is an acknowledgement that the meeting was to be held and that attendance was expected, but is unable to be carried out. Any application for exception from points deduction should be implied, and to impose a separate demand is just petty and trivial.

5. The proposed change makes no alteration to the stated and intended delegations of powers to the standing committees that currently exist in the rules. What it DOES bring is a reminder that the powers belong to the board in the first instance, and that those powers have been delegated. In extremes, it is wholly within the power of the board to recall those powers for specific purposes - but not permanently. As I've said repeatedly when I served on the board, it has a responsibility to step in and protect the organisation particularly from existential threats, and further a responsibility to protect both the organisation, itself (the board) and by extension board members from legal liabilities. This provision does NOTHING to remove the delegations written into our rules, and doesn't make any provision for the board to permanently recall powers.

These changes are, to my mind, all ones that bring clarity to areas of ambiguity, and as such I am happy to support them.

Grant Waldram