POSITION PAPER ON ACTIONS TAKEN TO REPLACE VACANCIES ON THE BOARD
Background: There has been the question asked “How will the new Chairperson and the resigned Board members be replaced. What process will be used?” For that reason a historical review has been conducted from 2007.
In the first two years 2007-2008 and 2008- 2009 the Board operated under a set of rules where the Co-operative issued shares.
Under those rules the seven Directors of the Board were elected by the members for a two year term using a Half Senate Election yearly. If vacancies occurred during the two year tenure Board members were co-opted. If it was near an election the additional position was added onto the Half Senate. There was the practice of co-opting onto the Board. The elections tended to be held in November even though it was later than the five months (after the end of the financial year on 31st March) as required by the Act.
In February 2010 the Co-operative rules were changed so that the Co-operative became a non-share Co-operative. At that time the Rules were updated and changes put before the membership, as required. In the new Rules there were annual elections for the Board of Directors. The Rules now provided for the election, by members, of the Chairperson, Secretary and Treasurer and four other Directors. Before that the Chairperson, Secretary and Treasurer were elected from inside the Board by the seven elected Directors.
To date there has not been a Special Meeting to replace vacancies. Vacancies have been filled from within the Board or by calling for Expressions of Interest. Resignation of Board members is not new as the table below indicates. Members have not requisitioned a Special Meeting to replace Board members over 10 Boards. There is always the option for them to do so.
Various reasons have been given for vacating a position including pressure of family, business or being a Board member was not what they thought it would be. Much of the Board’s function is managerial and involves considerable time to follow up allotted tasks.
Movement within the Board from 2007-8 to 2016-2017
|2007-2008||Victor Fenech and Ruth Morrison resigned in August 2008. Victor was replaced from within the Board by Eddie Diwaker who was filling a casual vacancy created by Alan Slater’s resignation. There was a shuffle within the Board and Ian Becker took the position of Secretary created by Ruth’s departure.|
|2008-2009||Eddie Diwaker appointed Chair by the Board. Leon Domino, a new Board member, resigned in 2009 this vacancy was filled at the next election.|
|2009-10||David Wright elected Chair by the Board. He resigned before the end of his term on 30/06/10. He was replaced by Eddie Diwaker who was a Director.
|2010-2011||The new Rules were implemented at the Annual General Meeting. Elections were held for Chairperson, Secretary, Treasurer and four Directors. Eddie Diwaker was elected as Chairperson. Joanne Cvetkoski, a new Director resigned two months after the election on 2/10/2010. She was replaced by Anna Bhatt following an Expression of Interest.|
|2011-2012||Eddie Diwaker was elected as Chairperson. Allan Briggs resigned as a Director after five months on the Board and was replaced by Jim Tumeth on 9/2/2012 who put forward an Expression of Interest. On the resignation of Eddie Diwaker, Jim Tumeth was elected to Chairperson by the Board on 9/6/2012.|
|2012-2013||Everyone served their full term of one year.|
|2013-2014||Two Directors ceased in June 2014. The positions were held over until the August Annual General Meeting.|
|2014-2015||Daniel Lofranco created a vacancy that was filled by Jim Tumeth on 14th March 2015 following an Expression of Interest.|
|2015-2016||Jim Tumeth was elected as Chairperson and on 20th September 2015 resigned. Ian Becker was appointed Chairperson from within the Board. Three Directors resigned during the year they were Tim Miller, Peter Hines and Bruce Crofts. Expressions of Interest were called for and Steve Ventrella, Dorothy Rook and Chris Sparrow took up the position of Director in February 2016.|
|2016-2017||Steve Ventrella elected as Chairperson and resigned on 2nd November 2016. Chris Sparrow resigned as Director on 28th September 2016. Ben Hollist accepted a position 0n 12th November 2016; however, on reflection he felt that he did have sufficient time to serve. He did not take up the position.|
The legal position on filling Board vacancies
Co-operatives rules state:
11.6 Filling of casual vacancies
A casual vacancy on the board may be filled as specified in section 212 of the Act or by appointment by the board in accordance with section 205(3) of the Act.
212 does not have an equivalent section within new Co-operatives Act. However, based on the old version of the law:
212 Filling of vacancies on board
(1) A casual vacancy on the board of a co-operative (being a vacancy under section 218) is to be filled:
(a) by election by the members held:
(i) at a meeting of the co-operative, or
(ii) by means of a postal ballot, or
(iii) in the manner specified in the rules of the co-operative for the ordinary election of directors, or
(b) as provided for by section 205 (3), or
(c) in such other manner as the Registrar may approve in a particular case.
(2) If at any time the number of directors of a co-operative is the same as or less than the number of directors required to constitute a quorum of the board:
(a) the board may appoint sufficient directors so that the number of directors is 1 more than a quorum, and
(b) for the purpose only of enabling the board to make such an appointment, the number of directors required to constitute a quorum is the number of directors at that time.
(3) Subsection (2) does not affect the requirement that a casual vacancy on the board be filled.
(4) The term of office of a director appointed by the board to fill a vacancy under this section is until the next annual general meeting of the co-operative.
205 (3) does have a similar section within the new act:
173 Election of directors
(1) Except as provided in subsections (2)–(4), the directors of a co-operative are to be elected in the way specified in the rules of the co-operative.
(2) The first directors of:
(a) a co-operative formed under this Law are to be elected at its formation meeting; or
(b) a co-operative that was a corporation incorporated under another law are to be the directors in office at the date of registration under this Law.
(3) If authorised by the rules of the co-operative, a board of directors may appoint a person to fill a casual vacancy in the office of a director until the next annual general meeting.
(4) A motion approving or nominating 2 or more persons for election as directors by a single resolution must not be made at a meeting of a co-operative unless a resolution that it be made has first been agreed to by the meeting without any vote being given against it.
(5) If a resolution is passed following a motion in contravention of subsection (4):
(a) the resolution is void; and
(b) there is no provision for the automatic re-election of retiring directors in default of another election.
(6) This section does not apply to a resolution amending the rules of a co-operative to prevent the election of 2 or more directors by ballot.
(7) A nomination for election or appointment to the office of a director must give details of the qualifications and experience of the person nominated.
(8) Unless this Law or the rules of a co-operative otherwise provide, a director is eligible for re-election at the end of his or her term of office.
Conclusions to be drawn:
1. Resignations are not new.
2. Directors have found that they do not have the time that is required to be a Director.
3. The job has not fulfilled their expectations.
4. Vacancies have been dealt with by the Board.
5. The Board is best placed to know what skills are required by the current Board.
6. At the 2016 Annual General Meeting there was a vacancy that was filled from the floor which indicates a shortage of nominations.
7. No one has requisitioned a Special Meeting to fill a Board vacancy.
8. A special meeting could be called: however, in the past members have not expressed concern at the resignations or the means by which they have been filled.
9. The Act allows the Board to fill a casual vacancy.
EXPRESSIONS OF INTEREST
At the Board meeting on 17th December the following motion was carried:
Following the registration of the chair and one director. The board calls for expression of interest from the membership to fill two casual vacancies. The board will fill the vacancies as per 173 (3) of the Co-operatives National Law.
Moved: Ian Seconded: Glen
We therefore call for Expressions of Interest
The following should be considered before making an Expression of Interest
What does the Board do?
The role of the Board of the Liverpool-Fairfield Community Radio Co-operative Limited is to:
- Provide leadership to the Co-operative to ensure it achieves continuing viability and prosperity in the best interests of the Co-operative and its stakeholders.
- Establish the Co-operative’s purpose, values and strategies.
- Ensure that the Co-operative complies with all internal and externally imposed compliance requirements.
- Ensure that internal processes and procedures are designed to provide effective controls and serve as the basis for reporting to membership.
- Establish and maintain effective relationships with stakeholders.
- Determine the appropriate culture for the organisation and model behaviours that both reflect and foster the desired culture.
- Monitor the Co-operative’s performance against Board-established criteria.
- Identify and monitor the management of risks to the Co-operative.
Expressions of Interest should address either the Role of The Chairperson or The Role of a Director. Applicants should demonstrate how they could fulfil the role they are applying for.
The role of the Chairperson
The Chairperson is required to:
- Be the public face of the Co-operative and 2GLF
2. Attend regular Board meetings and any stakeholder meetings as required.
3. Chair meetings.
4. Stay informed of any regulatory changes and changes affecting the Community Broadcasting Sector.
5. Accept additional portfolios and undertake them willingly.
6. Support the Board and Members to implement collective decisions
7. Participate in Co-operative/Station activities
8. .Be an effective team leader and team builder
9. Provide his/her residential address.
A Chairperson should also be able to fulfil the role of a Director.
The role of a Director
A Director is required to:
- Fulfil his/her fiduciary duty to act in the Co-operative’s best interest at all times regardless of personal position, circumstances or affiliation. A Director should be familiar with what is required of a Co-operative and be aware of, and fulfil, the statutory and fiduciary responsibilities of a Director.
- Be familiar with the Rules of the Co-operative, the Community Broadcasting Codes of Practice and policies and procedures adopted by the Board.
- Be punctual and attend regularly for the full extent of Board meetings and be willing to contribute between meetings if required. A Director should come fully prepared for Board meetings.
- Comply with the Board’s Code of Conduct.
- Be future oriented, demonstrate vision and foresight. He/she should be able to synthesise and simplify complex information and ideas. The focus should be on strategic goals and policy implications rather than operational detail. A Director needs to understand and focus on issues that are central to the success of the Co-operative.
- Demonstrate high ethical standards and integrity in their personal and professional dealings, and be willing to act on – and remain collectively accountable for – all Board decisions even if these are unpopular or if individual members disagree with them. Directors must be committed to speaking with one voice on all policy and directional matters.
- Have (or be able to develop) a sufficient depth of knowledge about business in order to understand and question the assumptions upon which strategic and business plans and important proposals are based, and to be able to form a judgment as to the probability that such plans can be achieved, or proposals successfully implemented.
- Be willing to risk rapport with fellow Directors in taking a reasoned, independent position.
- Be responsible for individual portfolio/portfolios that carry particular duties and responsibilities, e.g. marketing, sponsorship, membership, regulations, programming, operations.
Expressions of Interest for the positions should be sent to Liverpool-Fairfield Community Radio Co-operative Limited PO Box 531 Liverpool 1871 to reach no later than 5.00 pm 10th January 2017.
The Expressions of Interest will be addressed on Saturday January 14th 2017.