The New Proposed Constitution - To be or not to be

SPI Constitution – To be or not to be.

The current constitution under the Associations Act in Australia has served SPI well for 10 years. The Board has proposed the June AGM to make proposed recommendations for a new Constitution (see letter dated 18 September 2018 ) Instead the Board has now called for a Special Resolution to proceed without an opportunity for a forum discussion and explanation of the proposed changes.

A draft constitution (“DRAFT”) has been circulated which in my view has some very useful suggestions that ought, at some stage, to be implemented ( perhaps within the existing constitution ) The DRAFT also has some sinister changes; 1- Excluding the Canadians and the New Zealanders from having entrenched rights of representation on what is supposed to be and “International” organisation. This could end up with a few individuals in Australia running what is supposed to be the Speckle Park International forum. It may be that this is not what is intended but currently that is what the words say.

2- A Corporation under the Corporations Act is run exclusively by the Board whose acts are confidential and not for the attention of the members unless the constitution directs otherwise.

An Association guarantees membership participation unless the Board direct otherwise.

3- Removal of Entrenched rights (The existing clause 5.13 (f) ) of members to appeal to the Law Society for relief if the Board acts in an oppressive manner, has been removed.

4- A new regime will introduce reduced obligations to be transparent and keep confidential matters to Board members only and not ordinary members , while they are making decisions which may affect the rights of members.

To mention but a few.

The lack of consultation (excluding and 22 day window to “comment” ) shows that this complex legal structure has not been thought through properly and that the rights of the members are being diminished and the powers of the Board are being increased exponentially –

This Board has compelled its directors to sign an Agreement not to disclose Board decisions and rights to the minutes are being restricted.

These are all matters for discussion. In my view proper consultation in perhaps a forum, maybe a presentation on what it means and time to consider what it means for Speckle Park in Australia and the world.

To conclude, the review is perhaps a good idea – some of the suggestions are very useful. Some suggestions are cumbersome, unnecessary and ill-suited but mostly membership rights are diminished.

This debate needs more airtime with the members and the people that have been involved in the DNA of this organisation – its simply not ready yet and the work done so far at best a work in progress- it should not be rushed.

We propose to vote NO at this stage to the Special resolution proposed by the Board until a members forum can decide (a) whether the Board should have a mandate and (b) whether there is a need to change the Association to a Corporate entity under the Act (with its 1700 clauses) and if so on what terms.

If you can’t attend and want to vote NO - send a proxy bigwigstud@gmail.com