[Centres] Fwd: Board Decisions and related matters

[Greg Urand]

Dear Centre Members

 

The interpretation by our Company Secretary of the validity of the message sent out by 5 of the 6 Directors misses an important point.

 

Clause 33.4 assumes that a decision made by a majority of Board Directors was made at a Board meeting that was properly called.

 

If the meeting was not called properly, then it was not a Board meeting, and any decisions made at an informal gathering of Directors are not formal decisions of the Board.

 

Clause 33.2 of the RDA NSW Constitution describes how a Board meeting must be convened. It states:

 

33.2.   Notice of Board of Directors meetings

(a) Unless all Directors agree to hold a meeting at shorter notice (which agreement shall be evidenced by their presence or by written agreement for such shorter notice) notice of each meeting of the Directors must be given to each Director in writing by the Company Secretary at least seven (7) business days before the meeting. The agenda and any supporting documentation shall be forwarded to each Director not less than five (5) Business Days prior to such meeting.

 

I did not receive any notice of the meeting at which the email was drafted, therefore that meeting was not an official meeting of the Board. 

 

That email sent by those 5 Directors was therefore the personal opinions of a group of people who just happen to be Directors.

 

As I said in my email earlier today, I am relieved that it was not an official email of the Board, given its content and potential for damage to the organisation if it was official! 

 

If Directors of the Board start holding meetings without inviting all Directors, then they would be acting outside the Constitution. 

 

If such a meeting of Directors was held without a notice being sent to all Directors, and if that meeting then made decisions and published those decisions as if those decisions were official actions of the RSA NSW Board, then that is unconstitutional activity.

 

Those Directors would be acting as if they had dismissed the Directors who they had excluded from that unconstitutional Board Meeting.

 

We know from the dismissal of Mr Orland at the last Special General Meeting, that the only people who have the power to dismiss Directors are the Centre Members via a Special General Meeting.

 

I share Mr Orland's disappointment that the discussions on this topic have temporarily taken our focus away from the Riders. 

 

I am encouraged by the fact that all interested parties have the opportunity to look at options for fixing the Constitution via the consultation meetings being held tonight and again in a few weeks.

 

Regards

 

Greg

 

Greg Urand

Hon Director, Chairperson

NSW Justice of the Peace

0400 858 190

 

 

 

From: Centres <centres-bounces at rdansw.org.au> On Behalf Of Tracy Lucas
Sent: Tuesday, 17 September 2024 5:54 PM
To: lifemember at rdansw.org.au
Cc: Centres at rdansw.org.au
Subject: [Centres] Fwd: Board Decisions and related matters

 

From: Joseph Orland <joseph.orland at telstra.com <mailto:joseph.orland at telstra.com> >
Date: 17 September 2024 at 4:56:01 PM AEST
To: "RDA (NSW) Centres" <Centres at rdansw.org.au <mailto:Centres at rdansw.org.au> >
Cc: Life Members <lifemember at rdansw.org.au <mailto:lifemember at rdansw.org.au> >, "RDA (NSW) Board" <board at rdansw.org.au <mailto:board at rdansw.org.au> >, "RDA (NSW) State Office" <stateoffice at rdansw.org.au <mailto:stateoffice at rdansw.org.au> >
Subject: Board Decisions and related matters



Hello everyone.

 

I am writing in my capacity as Company Secretary of RDA (NSW).

 

The Chairperson on the Board of RDA (NSW), Greg Urand, has responded, via an email to all Centres and other recipients, to an email from another Director, Tracy Lucas.  That response was in relation to what I understand was a decision made by five of the six Directors of RDA (NSW).

 

I have made some enquiries about the matters addressed by Greg.  Not having been a party to the matter in question, I can only rely on what I have read and been told. 

 

Based on what I have been advised, five out of the six directors voted to take a particular course of action on a matter.  Therefore, the statement that the decision in question was “not the position of the RDA NSW Board” appears, from the facts of which I was advised, to be incorrect as, under the RDA (NSW) Constitution, the following applies:

 


 

33.4. Decisions of the Board of Directors

(a)      A resolution of the Board must be passed by a majority of the votes cast by the Directors entitled to vote on the resolution.

(b)     Each Director present in person or by alternate is entitled to vote and has one vote.

(c)      If on any resolution an equal number of votes is cast for and against the resolution, the Chair of the meeting has a casting vote.

 

 

It is extremely disappointing that in all of the discussions that have taken place over the last few days, there has been no significant mention whatsoever of the real “Object” of RDA (NSW) and why RDA (NSW) exists – to benefit our riders.

 

It is very important that everyone throughout the organisation calms down and reflects on the real reason why they are involved with RDA (NSW).  It should principally, if not exclusively, be to benefit our riders.  If, for some who are involved with RDA (NSW), assisting and benefitting our riders is not their sole or principal motivation for being involved with RDA (NSW), then it may be time for those people to reappraise their position and participation in the organisation.

 

Regards,

Joseph Orland

Company Secretary

Riding for the Disabled Association (NSW)

 

 

-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://rdansw.org.au/pipermail/centres_rdansw.org.au/attachments/20240917/70f54d81/attachment.htm>