DOES YOUR ORGANISATION HAVE A FUTURE?

Mark von Dadelszen, author of Law of Societies, 3rd Edition, 2013, and Member’s Meetings, 3rd Edition, 2012 Many community organisations reach a point where they ask (or should be asking) this question – does our organisation have a future? Before adopting a negative or defensive attitude to that question it is worth reflecting on some fundamentals:   What do we really know about: Our potential and existing members? What keeps existing members interested? How to engage our members? What might attract new members? Would a name-change or a re-focussing of our activities attract new members? The world has changed, and will continue to change In reality, much has changed in the last century – for instance: Early 20th century family:   Early 21st century family:   Today: People will not necessarily give their time (or have time) for traditional voluntary activities, and Those who have been leaders in community organisations (baby boomers) are retiring Issues for community organisations to consider and: Are new members joining – if not, why not? Are new members leaving after a year or two – is so, why? Are member resignations/deaths increasing – if so, why? Are you struggling to get people to your activities and events – if so, why? Are you battling to recruit quality volunteers – if so, why? Are you having trouble gaining or retaining sponsor – if so, why? Is the average age of your committee members greater than 50? Are other organisations or activities competing for your potential and existing members’ engagement? The self-fulfilling prophecy: Your organisation will be doomed if you sound or act despondent: We can’t get...

Meeting Procedure

2011 Article, updated February 2018 Mention “meeting procedure” and the almost universal reaction is “Boring!!!”  A meeting punctuated by points of order about meeting processes and procedural motions can, indeed, be boring.  If the alternative is the frustration experienced in a badly run meeting (where time is wasted and some people get away with irresponsible behaviour) give me a “boring” but properly run meeting any time!  The view that meeting procedure is “boring” is misguided, as it ignores the fact that to be run effectively and efficiently meetings do need to follow proper processes. What is “proper process” for a meeting? Before that question can be answered, you need to identify what type of meeting you are dealing with.  Apart from meetings where decision-making is the predominant purpose and formal meeting procedure should be followed, there are other common types of meeting such as seminars and workshops, discussion groups, Round Robins, panel discussions, and role-plays.  Such meeting formats are effective where the objective is to provide information, gather ideas, problem-solve, or seek a consensus.  Each of those types of meeting should be properly organised and should follow proper, structured processes.  This column is not the place to go into detail, but Chapter 11 of my book Members’ Meetings, 3rd Edition, published by LexisNexis, explains these different types of meeting. The use of proper “parliamentary procedure” is essential only if the purpose of the meeting (or a particular part of it) is decision-making. Where the use of formal meeting procedure is appropriate Most meetings of statutory bodies (such as local authorities and school boards of trustees) and of many other organisations...

Proxies at Meetings

2011 Article, updated February 2018 Just as there is often confusion about the quorum for meetings, discussed in another article , so, too, there is often confusion about proxies at meetings. The first point to note is that, unless expressly permitted by an organisation’s constitution, members must be present at a meeting in person to exercise their votes and cannot vote by proxy (Harben v Phillips (1883) 23 Ch 14 (CA), McArthur v Manawatu Knitting Mills Ltd [1943] NZLR375, and Maori Development Corporation Ltd v Power Beat International Ltd [1995] 2 NZLR568 at 574, supported by the terms of section 24(2), Incorporated Societies Act 1908). Most lawyers would not immediately go to Māori Land Court decisions for summaries of general legal issues, but a comprehensive summary of the law on proxies is to be found in Wall v The Māori Land Court, Māori Appellate Court MB 55 A20090002091 2010 Appeal 55, 29 March 2010, paragraph [59]: At common law a vote on a show of hands means that each person present and entitled to vote has one vote and only one vote and those that wish to vote do so by show of hands: Ernest v Loma Gold Mines [1897] 1 Ch 1. Under this method the voting does not take into account variations and sizes of shareholdings or other entitlements, nor the presence of representatives of absent persons entitled to vote. A proxy cannot vote on a show of hands unless the rules or articles, or relevant statute expressly provides otherwise. However, even when rules permit a proxy to vote on a show of hands, a member who holds a proxy for...

Interpreting the Rules of a Society

2011 Article, updated February 2018 Another article “Protecting the Destiny of a Society” discussed the judgment in Tamaki v The Māori Women’s Welfare League Incorporated, CIV-2011-485-001319, High Court, Wellington, 21 July 2011, Kos J.  That judgment noted that: [6] The League is an incorporated society under the Incorporated Societies Act 1908 … governed by a constitution. The constitution is a broadly cast document. … it is stronger on conceptual values than on prescriptive, procedural detail. The constitution therefore needs to be construed in accordance with the core underlying values of the League. Respect, manaaki (embrace) and tautoko (support) are at the heart of the tikanga of the League. [7] As Mrs Jacqui Te Kani, a former President of the League and now its General Manager, said in her affidavit: The [League’s] constitution has always been light on detail of how the League operates because the members have always operated on traditional values and concepts and there has been no need to put into law what has always been our lore. [8] I accept that observation. An instrument such as the League’s constitution will be imbued with values and customary practices that will not be written within the four corners of the document itself. Those values and practices are part of the tikanga of the League and are to be respected as much as the constitution is. The constitution does not stand alone in governing the conduct of members and member entities of the League. If the constitution speaks to a topic, that is to be accorded great respect. But if there is a gap in the written words of the...

Protecting the Destiny of a Society

2011 Article, updated February 2018 I have previously written of the need for members of a society to exercise vigilance if they are to protect or control the destiny of their society (see for instance, “Trouble at the Courts – anyone for tennis?”).  The ease by which the balance of democratic power can be tipped is illustrated by the facts of a 2011 High Court decision, in this case involving the formation of new branches of a “federated” society (the Māori Women’s Welfare League).  Many societies struggle to attract new members, so increasing the membership by a third would normally be a cause for rejoicing.  As illustrated by the following text from the judgment in Tamaki v The Māori Women’s Welfare League Incorporated, CIV-2011-485-001319, High Court, Wellington, 21 July 2011, Kos J, that is not necessarily so: The sudden addition of over 900 new members in one fell swoop was a singular event for the League. Its membership has lain within the range 2500 to 3000 throughout the last 10 years. … the evidence regarding the formation of the new branches gives me considerable disquiet regarding their legitimacy. I summarise my concerns as follows: (a)   All branches were formed on the same day, 4 June 2011. (b)   The inaugural meetings were held at the same location, … the Auckland headquarters of the Destiny Church. (c)   That date and location coincided with the annual conference of The Destiny Church. In other words, the meetings were held within the aegis of The Destiny Church’s annual meeting, rather than of the League. (d)   The meetings, all 10 of them, were...