Proposed Changes to the Constitution

Members feedback – Committee responses

Email from David Welch

This email was received from David Welch and at his request has been printed in full. The Committee’s initial response remains as posted under named sections. A further comment has been added below David’s email.

David’s email
There are two of  the proposed changes to the Constitution which I suggest should not be accepted. These are as follows:=

Section 7  Vacancies in Committee
The existing rules are more than adequate to deal with any situation likely to arise.  I see no reason why the existing provision that the immediate past chair shall be ex officio a member of the committee without voting rights.  This seems to me eminently sensible to ensure continuity in the committee from the point of view of the knowledge of past activities.

The proposed new Rules are ambiguous where it says “The Committee has the power to fill permanent vacancies, including Chair, from membership”  The proposed new Rule then goes on to say that “The process used to elect a committee member at the AGM shall be followed.”.  This is exactly the opposite of the committee having power to fill the vacancy. If the procedure to elect a committee member is to be followed then there must be a call for further nominations.  A very cumbersome and unnecessary procedure compared with the simplicity of the present rule.  The procedure of the committee appointing a replacement when a vacancy arises is one which is used at both commercial organisations and community groups.

I would urge members to vote against this Rule change.

Section 8 Committee Meetings 
The present rule is simple and clear.  I would suggest there is no need for change.  The suggested new Rule is a most peculiar suggestion that no matter at a committee meeting shall be decided only when that has the support of 5 members.  If then at a meeting at which all members are present a proposal has the support of  4 members and is opposed by 3 then the proposal is defeated by the minority.  If 6 members are present and the vote is 4 to 2 again the minority prevails.  If one takes into account abstentions then the position becomes even more absurd.   One could go on endlessly listing probable absurdities.  The casting vote provision would not be of any assistance.  Suppose a vote tied 3 to 3 with the casting vote there is still only four votes.  In my discussion with one committee member it was suggested that this kind of rule was common in societies. In my forty and more years of practising as a lawyer and having assisted in rules and amendments of rules I have never come across any such rule nor can I see any point in having such a rule.

Administrative Secretary’s reply
The Committee’s reasoning still remains as under Section 7 and 8 further down the page.
It is contrary to the objectives of the Incorporated Societies legislation currently awaiting final reading in Parliament to allow the committee or the in some circumstances the Chair to appoint voting members to a committee in the manner our Constitution allows. Even without this legislation, specialist lawyers in this area consider it poor practise to allow decisions about committee composition to bypass the wider membership. Their recommendation is that control should be clearly vested in an organisation’s membership.

Regarding David’s second point, the real question is
How many committee members should be in agreement on behalf of over 200 members?
Rules around this can be very complicated. (try reading Roberts Rules and it is but one of hundreds of texts, guides, advisories…) The Committee’s reasons for suggesting this change are further down this page. U3A BoI members can agree or not as they choose.

The very public demise of the Whangarei Hearing Association is a good example of why members need to involved and why committee decisions should require more than a controlling Chair and one or two followers.

Basically the Association found itself with a Chair who then proceeded to remove any member opposing her rulings and replace them with individuals of her choosing. They then set about destroying and rorting the Association. Although this is an extreme example it demonstrates how easily an decision making processes can be hijacked by just one or two individuals. Our funds may not be vast but we would be unhappy to loose them. More importantly we would not like to find U3A BoI undermined or brought into disrepute by poor management.
Insight Sunday 09 December: Hearing Association

Meeting procedure

The Committee sought and received a written legal opinion which will be presented to the AGM. Attendees at the AGM will be asked to vote on whether or not to accept the legal opinion. Their response will dictate the conduct of the meeting.

Member comment
The Committee is incorrect, changes proposed by the committee can be changed by amendments made at the AGM.
Committee’s reply
The Constitution requires that all members regardless of whether or not they will be attending the AGM must be given at least 21 days notice to consider the proposed changes to the Constitution prior to any voting. Clearly this 21 days notice applies to all proposed changes, which means no unnotified changes either in the form of amendments or additions can be allowed at the AGM.

Member comment
Members must be given an opportunity to ask questions, make comments and to support or oppose the proposed changes at the AGM.
Committee’s reply
Members will express their support or opposition by voting to accept or reject the Committee’s proposals. All members have been notified of the changes and they have until 12 August 2020 to ask questions and to make their views known to the wider membership via the website. These will also be available on handouts at the AGM. This is the same process used for the 2016 Incorporation AGM, chaired by Stuart Leitch, when there was no discussion about either the proposal to Incorporate or the Constitution as both had been previously notified to members and included a clearly established deadline for feedback prior to the AGM.

Section 7 – Committee

Member question
Why change the number of committee members to “between seven and nine” instead of just leaving it at nine?
Committee’s reply
For a significant number of years is has been difficult to find willing volunteers to stand for committee and then to have them stay the whole year. This past year is a good example when two further resignations during the year to a committee already one short at the AGM, reduced committee membership to six.

Whilst the Constitution currently allows for the committee to operated with five members, a greater number of members allows administrative tasks to be more widely shared. A committee of seven will be fine but in the unlikely event we find nine willing volunteers, then let’s not turn them away/discourage them!

By adding a clause making it clear that the Committee can invite members to participate in a non-voting consultancy role we hope this will encourage some of our talented members who don’t want to be on the committee to never-the-less make a contribution to the committee from time to time. Voting committee members must be elected by the membership thus the proposal to clarify this by replacing several contradictory clauses with a single new clause stating that an election must take place.

Section 8 – Committee Meetings

Member question
Committee decisions made by the same numbers of votes as the committee quorum? Isn’t this undemocratic?
Committee’s reply
There are no perfect decision-making rules! All can lead to situations where either no decisions are made or the decisions are inconsistent. This proposal is not an uncommon committee requirement within organisations. For U3A BoI this is equal to the same number of votes required in a committee meeting with a full compliment of nine members. So the real question is If the number isn’t five, then how many committee members should be in agreement on behalf of over 200 members? If five members cannot agree then maybe the proposal needs to be reconsidered and/or be put to the wider membership for discussion and advice.

Consider this
In the past controversial proposals set aside at an eight member committee meeting were reintroduced to a five member meeting where two disagreed, one abstained and the two in agreement included the Chair who cast two votes, thus declaring a majority! In theory had three abstained and one disagreed with the Chair, then the proposal previously set aside could have been passed by the Chair alone. Are either of these situations desirable?

Abstentions are always a problem and often resorted to by timid committee members to distance themselves from discussion and decision making. Should they be counted as a ‘no vote’?

Should this proposal be sent back for further discussion? How can this be done?
Any member is welcome to put forward an agenda item something like:
THAT should the AGM disagree with the Section 8 proposal regarding the number of votes required for agreement at committee meetings, this issue should be discussed by the incoming committee and presented to a general meeting for further consideration and discussion.