Prescription for Failure

Following some of the absurdities outlined in my previous blog, I thought I was about done with that meeting.  It turns out there is more of the same as one turns one's eye to the latest piece of mail distributed from Yeshivah following the meetings for prospective Directives. 
Call me naive, (yes, some do), but I consider myself more a cup-half-full person.  I take it as a given that a proper election process should be observed.  Yes, that means lets keep an eye on the election processes as outlined within the constitutions rather than presume that lumbering about with goodwill is a sufficient aspiration. 
In light of the above, cup-half-full as I am, the following Yeshivah correspondence was particularly unpalatable.
My phone began running hot on Friday with calls from attendees at meetings the previous night who had expressed interest in becoming directors.  Further to discussions regarding the Confidentiality Agreements signed at the meetings, there was considerable concern and many queries about the correspondence (below) that had been circulated to all prospective directors Friday afternoon.  

Where does one begin?
Instead of celebrating, acknowledging and thanking the small group prepared to consider a mighty step forward and contribute to a leadership renaissance in the Yeshivah community, what is the first response post-meeting? To send out a letter threatening them with sanctions.
Seriously?

What are those sanctions?  That any individual may have their candidacy vetted and or vetoed on the grounds of a spurious notion of a confidentiality that may have been breached. By the way, one should mention that there has been no formal commitment on the part of any of these candidates as to any organisation they were keeping confidence with!   I'm also fascinated to even begin to imagine how this breach of confidentiality might be determined, (not really because I think the whole business is ridiculous).

Let me give someone, somewhere a hand.  
Take it from me; there isn't a clause to be found in either of the constitutions providing anybody, an individual running the election, a Director an employee or otherwise with any authority to even suggest 'recommendations' be made to Directors regarding the suitability of any prospective candidate's suitability on the grounds of 'confidentiality'.  

The email above is more than a matter of typos, more than an oversight and a missive to be corrected.  It is in instances such as these, no doubt without malicious intent, that elections lose their way and come to be seen as tainted.  

A letter such as this suggests that members of the Boards who have no position in regard to the process of the elections have been interjected in the worst of ways.  To even suggest - as this email did to every single prospective candidate, that members of the current boards would receive recommendations as to possible suitability of candidates going forward can only suggest to the entire Yeshivah community that the Boards would be inappropriately vetting or interfering with nominations, regardless of whether this is the case or otherwise.
Perception can cause huge damage. 

It is a given that many of the current members of this Interim Board will go forward to stand as candidates for the First Term Board.   In good faith they too should be protected from inappropriate suggestions of interference with an independent process.  Such possibilities can damage their own positions and reputations; again if only through error and perception.   For a letter such as this to have gone forward casts aspersions on both individuals as well as the organisation  and corrodes the entire process.

The role of the members of the Boards in the elections is very clear, they have just one crucial responsibility -  to ensure oversight at this delicate time.  

Every document circulated at this time, every event and action that occurs should be empowering the community to take a leap of faith in this new process.   It should empower those who feel sceptical to be re-assured and confident; or at the very least justifiably hopeful and confident in the election processes.  

The sense of stumbling from action to action that a letter such as this reinforces just doesn't cut the mustard and the Yeshivah Community deserve far better. 

...marcia pinskier

Not So Confidential

If the purpose of holding a 'secret meeting' was to ensure it remained 'secret', it certainly seems to have been a spectacular failure.

Meetings were held for those expressing interest in becoming directors for either Yeshivah Beth Rivkah Schools Ltd (YBRSL) or Chabad Institutions of Victoria Ltd (CIVL) on Thursday 28 October, but perhaps they didn't go quite as planned.

Sources who attended either meeting reported receiving correspondence advising that they would be required to sign Confidentiality Agreements and that their Expression of Interest would remain confidential.  At the meetings, considerable emphasis was placed on the respect required for the anonymity of all present.  This was of course thoughtful of those planning, but perhaps not sufficiently so.   It was widely known where and when the meetings were held, a room where all passers-by could observe through the glass windows who was present.  It was also noted that as the meeting for those interested in YBRSL was held immediately prior to the CIVL meeting, anyone at either meeting could note who had 'expressed interest' to serve on the alternate Board.  

As requirements of anonymity had only applied to those present in their own meeting - individuals are free to discuss those they may be aware are standing for an alternate Board, should they wish to do so.  Perhaps a little less fuss directed at prospective directors and a little more attentiveness to the task at hand on the part of Yeshivah Body Corporate would have been beneficial.

Then of course there was the matter of the Confidentiality Agreement that attendees were requested to sign.  While I've been banging on about my own distaste for unnecessary surreptitiousness painted as appropriate confidentiality, (see OPEN THE DOORS from 25 October), several of the attendees have indicated that they had no issue signing because the Agreement seemed to have been designed with little care.  It has been suggested to me several times that the document  would have little value as it didn't appear to be an agreement between any two specific parties.

There was considerable fuss (universal from those I've spoken to) as to how one can present an information meeting for Directors with no-one presenting on the subject of Governance.  People from the YBRSL meeting had much to say regarding the lack of planning and  regard for their own time as they didn't receive adequate (any??) information about the process, role, requirements and commitments of being a Director.

Perhaps the hottest issue that flew out of the meeting from all of the people who contacted me was the question as to why Mrs Nechama Bendet attended the meetings.  This seems to be a source of great controversy and apparently a number of individuals were not too happy to see her there.    Several reported her presence as inhibiting discussion.  The word of her attendance has certainly spread well beyond those who were in the room.  Some have suggested she may have an interest in serving as a Director for one or both organisations.  

When the Trustees committed to stand down from the previous Yeshivah legal entities, as many understood, it was a given that a commitment was made to the community that they would stand back from any leadership/governance space in the future.

Past Trustee, Rabbi Chaim Tzvi Groner has now undertaken a probable life-tenure on the Boards of all organisations.    

Perhaps Mrs Bendet is considering whether she may be approaching the end of her employment at Yeshivah and as a Trustee she too would also like to move up to a seat on one of the Boards?    Of course, to do so, Mrs Bendet would be required to step away from employment with the organisation, in line with constitutional requirements.   

We await with interest to see all those listed on the election candidacy lists. 

...marcia pinskier

Open the Doors

In a community with a long-term history of actions taken place behind closed doors,  of power-brokers rotating and containing their accommodations among their colleagues so as to both continue to enjoy and protect their seats at the table and of questionable decisions made with inadequate ventilation - it's no surprise that a culture of excessive if not bizarre seclusion prevails.

A new leaf is being turned and many desperately seek to experience fresh airs blowing in the window.   Old hands however, continue to intimate that the actions of stealth and secrecy, of hoarding information and individuals in a room, offer the suggestion of a healthy privacy.

A number of people who have expressed a preliminary interest in undertaking a role as a Director of one of the new Yeshivah legal entities have been invited to a meeting to hear something of the role of a Director this week.  I congratulate these individuals who have put their hands up at this stage.  They have shown a commitment to their community, their school, their children (if they're parents), their Shule and other communal institutions.  In every way they've stepped up to participate and one can only wish them well.  

As someone who knows something of the steps one takes prior to taking a position on any Board, I was at the very least dismayed, if not alarmed,  to hear that invitees have been asked to sign a document of confidentiality regarding their attendance at this evening.  I have no idea  why they are being asked to sign such a document, what exactly it might contain - but regardless, here is perhaps just the one reason why all attendees should graciously hand it back without signing.    

Any prospective director, EVERY prospective director should do an element of Due Diligence prior to taking a seat on a Board, most absolutely one the size and complexity of Yeshivah at this stage of development.    This might begin with having a conversation with someone to find out just WHAT information you should seek.  It might entail taking further advice regarding the information you have received from the organisation.    With an organisation such as Yeshivah it might well include a trip to your own lawyer with some Yeshivah constitutional documents (professional advice would be an absolute if you are not on top of this sort of material) and other materials or information that you might carry out of a prospective directors meeting such as the one being held this week.  It would not be implausible to include consideration and advice on 'the team' of fellow directors; knowing that you had appropriate, able and suitable colleagues with the right mix of skills as well as suitable values and ethics at the Board with you.  One doesn't know what one will see or hear so one doesn't know what one will feel the need to be able to independently follow up on.

It would be a wonderful, wonderful idea for the organisation to have an Open Forum,  the step they seem to have altogether missed, to engage as many of the community and discuss the preliminary commitments and requirements of the role of a Director.  A meeting not only for those who have submitted Expressions of Interest early in the timeline, because with some general information many more members of the community could hear something further and consider stepping forward. The time commitments, something of the legal responsibilities, the various undertakings involved in being a Director.  It just doesn't make sense to limit information and opportunities to a select few and be holding another gathering with the sour suggestion of stealth or secrecy.  

So to begin a first meeting with a confidentiality requirement?  Whether this requirement is going to bind attendees from discussing others who are present, or whether it is going to limit them in how they engage with any of the information in the room on the evening - this is the wrong amount of information at the wrong forum.  And definitely the WRONG intent to have those who come along put pen to paper.

This meeting has once again been painted with the colours of with-holding any information from escaping from beyond the room.  It re-iterates the culture of the gravest of problems for Yeshivah.  When does the with-holding stop?  Who is making these decisions?

Thousands, yes thousands of the members of this community, were for decades unable to access the constitutions that governed their lives and it was only as they became Exhibits at the Royal Commission into Institutional Responses to Child Sexual Abuse that we saw them posted  on-line and accessible to all.

While on the subject of both constitutions and cessation of withholding.  

It's a given that as part of due diligence eventual directors will read the Yeshivah Constitutions.  Whether interested in YBRSL or CIVL there is an important relationship to YCL - any prospective director needs to be reading all three constitutions and taking independent advice.

Though the Yeshivah Centre Ltd Constitution has not yet been registered, it stands to reason that a Final Draft is sitting in a filing cabinet somewhere - perhaps many Final Drafts in various filing cabinets.  One just has to be lucky enough to have such a filing cabinet in your home or office.  That being said - with the release of the Chabad Institutions of Victoria Ltd Constitutions and the Yeshivah Beth-Rivkah Schools Ltd Constitution it seems imperative that as part of this process at the very least one such filing cabinet needs to be unlocked and a Final Draft needs to be released to the community and prospective directors.

I hope that those who attend the upcoming meeting have a thought-provoking and valuable meeting.  I hope, I urge them to all begin the meeting by assuring those presenting on behalf of Yeshivah that the days of stealth are done, that the days of trust are here.  I hope as one, that attendees all agree that there is no need to be signing confidentiality documents.

...marcia pinskier

Why be a Member?

The privilege of membership lies in the Right to Vote.

As matters stand, parents of the Yeshivah and Beth-Rivkah schools are being urged to join the new organisation, however the many parents who may be in arrears with their payments or financial agreements will have no voting rights as part of their membership.  
What will they have that's really of value?
   
I am yet to be convinced that without the privilege of voting membership, there is a purpose to joining any organisation, other than providing your name to fatten the organisation's  membership roll. 

I probably don't have to write very much more, (though of course I will), because from my perspective, the beginning and the end of why one chooses to become a member overwhelmingly sits with Voting Rights.  

One chooses to become a member because one believes in the purpose and ethos of an organisation.   With the right to vote one becomes part of the heart of the organisation.  Even at a grass-roots level, leadership will always be accountable to you.

Not for Profit (NFP) organisations have various structural arrangements.  Despite  variations, one tends to see two core kinds of membership structures:

MODEL ONE - The Board / Committee of Management are the only members of the organisation.   This small core of people might be running an enormous organisation; a school, social club, sports club, religious organisation, cemetery board, cultural institute  or any other organisation that services thousands, tens or even hundreds of thousands of members of the community.

A  variation might be where as Board members come to the Board they become members, but remain members with diminished authorities when they leave the Board.  Either version will see a smallish core of people  running a community organisation of any size with possibly huge numbers of stakeholders having little if any voice in how the organisational decisions are that may effect them are made.  

You can have the best skilled and most appropriate people sitting on a Board such as this but there are always going to be dilemmas with this model.  This is because, these Boards have no organisational membership to which they are accountable.  The members of these Boards are accountable to neither the thousands of stakeholders, nor the broader community they may serve.  For all their efforts to influence a Board's actions, (and they do have some influence) - they are not part of a membership body, any one of whom may hold a Board to account through the unique power of their individual membership and vote.

Looking to decades past, we've see variations of the model outlined above having been practiced in the Yeshivah leadership space.

MODEL TWO - An organisation where membership is generally open to those who support the purposes,  meet the criteria and are admitted through a process as laid out in the constitution.  Overwhelmingly, the common practice is that unless for some particular (and unusual reason) a member may have been suspended or expelled - e.g. for such actions as bringing the organisation into disrepute - the most significant privilege of membership is the right to vote.  With the right to vote comes all other rights; the right to determine who should participate in the governance/leadership group, to participate in special resolutions which may direct the course of the organisation.   The right to speak at general meetings and the right to receive notice of such meetings and business scheduled.  The right to examine the Registry of Members, General Meeting minutes (and Board minutes if public) and appropriate documents.

All other rights of membership are generally aligned with the right to vote, because this is paramount and the priority.

Looking to the future, one would hope to see this right finally and universally extended in an unfettered fashion, to all members of the Yeshivah Beth-Rivkah parent community who choose to become members of Yeshivah Beth-Rivkah Schools Ltd.  

As matters stand, why be 'subject' to a Board, if the Board need not be accountable to you?   

What is the value of your dignity as a member - if your organisation will not dignify you, will not dignify all it's members, with the most common, the most crucial and the most substantial of membership rights; the right to vote?

...marcia pinskier

The Value in Sourcing Professionals

Why do organisations go out and seek professional consultation or assistance for all manner of tasks?  Often, they lack in-house expertise or past experience to call on.  

There have certainly been hiccups in matters of correct process and information flow in our own patch.  Check out the next couple of paragraphs for some clarification.  The first, in green, is an extract from Mr Yudi New's correspondence of 14 October 2016 to the Yeshivah Beth-RIvkah parent community, from the section providing answers to commonly asked questions:

The registration email included an expression of interest form rather than a nomination form.  Why is that?  

Nominees for positions on the board need to be members of YBRSL. Once membership has been confirmed, there will be a call for formal nominations for positions on the board of directors.

Now let's check out another extract, (below in brown).  Yes, it would be a good bet to predict we're heading back to one of my favourite spaces, Constitution-land.  We're going to look at a Clause 19.2 in the Subject area of BOARD OF DIRECTORS in the Yeshivah Beth-Rivkah Schools Ltd Constitution.

19.2  No membership requirement

A Director may, but need not be, a Member.

So yes, while there is a clear series of requirements in the Definitions Section for an Eligible Director (and I'll list them at the end of this blog for convenience), Mr New's message to the community regarding a requirement of membership of YBRSL to nominate for a position to the Board of YBRSL is clearly and unequivocally in contradiction with the Constitution. 

Quite frankly, looking at the Constitution and the definitions (see below) it's pretty apparent that there are a whole lot of people out there who may not qualify to become members of YBRSL, but who would absolutely qualify to nominate for the Board.  They could successfully and legally become members of the Board, whether elected, appointed or co-opted.

Which will bring me back to a matter I've referred to on an earlier date - as to how the broader process of the election, including nominations, etc. is being managed.    Again, in green, from Mr New's letter of 14 October, 2016.

Why isn’t the Australian Election Company handling membership applications and nominations?

A key component in eligibility to vote and nominate relates to members’ fee status. For reasons associated with privacy and so that determinations can be made on a case by case basis, this is not a matter which could or should appropriately be outsourced.  

If nominees for candidacy aren't applying as members to begin with, because the Constitution doesn't require them to be members,  this is a non-issue.  These candidates could provide a Statuary Document to an independent organisation handling the entire process, that they have no fees payable nor outstanding to the company.  Easy, simple, transparent.  Again, why should this matter sit in the hands of the a still unidentified series of people within the school?

A final thought to take out of Mr New's letter...

I am interested in expressing my interest – how will I know what being a director involves?

There will be an information evening held for those who submit an expression of interest form and are otherwise eligible to nominate.  The purpose of the evening will be to provide detail around the current status of the schools and early learning centres as well as on overview of the role of director.

As matters stand - it appears that those Mr New is representing as Community Liaison could have a stronger grasp on this whole process.   It doesn't lift my heart to see a communication, advising that whoever 'they' are who will be determining who are eligible to nominate, will also be inviting only these people to an information evening on the role of the director.  

Surely a far better process would be to hold a forum where as many members of the community as possible would have  an opportunity to hear about the role and what it might entail?  Surely it would make better sense to seek engagement and encourage as many as possible to consider moving forward, as early as possible, rather than later in the process, post vetting processes?  

...marcia pinskier

YBRSL CONSTITUTION

DEFINITIONS SECTION 

"Eligible Director" means a person - 

1. who is Jewish according to Halacha; and
2. who has signed a declaration of acknowledgement that the Company is a Chabad institution committed to conducting its religious affairs in accordance with Halacha and the ethos of Chabad as set out in clause 2;
3. who is not an employee of the Company or Yeshivah Hebrew School other than Rabbi Chaim Tzvi Groner; doe
4. who is not in arrears of any fees payable to the Company other than in compliance with any agreed payment plan or deferred payment arrangement.

Success Stories

It's frustrating and difficult to put pen to paper sometimes (or fingers to keyboard), seeking principally to provide information, drive transparency and further improvements knowing that  the capacity for misinterpretation or extrapolation can be easy and far from what is written.  

But first, let's begin with the success stories.
There has been much to comment on regarding the ongoing Yeshivah Election Process, with a number of the kick-off issues regarding process and transparency outlined in the Blog, SO LET'S TALK ELECTIONS of 9 October, which generated enormous interest.
It was the appropriate service to the Yeshivah community to  see the letter released by Mr Yudi New, on Friday14 October providing the answers to so many of the issues raised in the Blog. 
Getting it right 2nd time around shouldn't really be a matter for congratulations, it's important to have these matters sorted from the beginning.  Nevertheless, congratulations, for being responsive to the community call over the past week and addressing the issues.  

I hope many of the readers of this blog have felt positive in seeing the provision of clarification that has come out of the Yeshivah Centre on this subject.

This blog has had nothing to say on the Royal Commission, no doubt everyone in the Yeshivah Community awaits the relevant Report.  This blog has expressed no thoughts about whether anybody should serve on a Yeshivah Board nor whether Trustee appointees could be trusted to do the job or ‘represent’ Trustee interests. This blog has had no over-arching emotive remarks to make about the election process, about sharing a Board with Trustee appointees or whether one should join a Board at all.  
Whether one chooses to join one of the Yeshivah Boards is a personal decision based on evaluating the personal risks and benefits as well as one’s capacity and wish to serve the community in such a role.

What better reason to be typing away than to share facts, utilise the organisational documents and governance standards in conversation with the community while the realities, rather than the emotions are shared around together. 

...marcia pinskier

The Board and The Chief Executive Officer - A Critical Relationship

Congratulations to those who have finally focused on the importance of separation of governance from management/operational roles.  I for one am looking forward to the formalised role of a Chief Executive Officer (CEO), with responsibility for management of the corporate and financial management of the 'Company'.  This is of course a role well separate from the responsibilities of the Board. 

We should all be justified after this extended period of waiting for compliant constitutions, in anticipating the Board undertake governance and only governance while the CEO will undertake Operations.    This may require some cultural re-education.   It seems unclear as to whether those who have previously sat in the Governance space (Committee of Management at previous Yeshivah organisations) have conducted or engaged in too much of the operationals - or not known when it was time that they were responsible to step in and correct the grave problems that had not been addressed by those employees in the operational space. 

So what should community members be looking for at this point in the juncture of the Yeshivah timelines?  How should the Interim Board be interacting with the CEO at this time?

Once again, the Constitution is a place to begin.  In the DEFINITIONS Section, the Corporate CEO is referred to as the person 'appointed by the board of YCL as the Chief Executive Officer of the Company and CIVL on a fixed term contract with responsibility for the corporate and financial management of the Company and CIVL.'
One of the key responsibilities of the Board is oversight of the CEO, whose job it is to run operations, to see that the company as an organisation is sustainable, fulfils the strategic plan as ratified by the Directors, works to sound values and functions productively.
In any document outlining the role of the Board, you are going to find reference to the Chief/ Executive Officer.  The CEO reports on a regular basis to the Board.  The CEO is the first point of management whether for daily events or crisis, so it's important that the Board are able to support the CEO in his/her activities.  That's why so many role documents about the Board will specify that one of their primary, if not THE primary role of the Board is to 'hire, monitor and/or fire' the Chief Executive Officer. 
Which is what the community should look to their First Term Board to do, the first Board which will, according to the constitution, include at least 50% of Directors elected by the parent body.  
There are a number of dilemmas for the Interim Board to undertake the task of setting up a procedure and possibly going forward to short-list, if not to hire a CEO.  
The most obvious is they they will serve the briefest period of three months before handing over to what is clearly identified in the Constitution as the 'First Term' Board, recognising that the role of the Interim Board is just that, interim, temporary, transitional.   So the new Board, the First Term Board should not be placed in the position of having to deal with a CEO they may not have selected themselves; unfair to the Board, the organisation, or to be entirely honest, the employee as well.
Even to begin the procedure of recruitment is not without it's perils for the Interim Board.  Establishing a Role and Responsibility document that spells out what THEY are looking for should really be for the First Term Board, not an Interim Board, to lay out.  The First Term Board are the people who are responsible for the relationship with the incoming CEO and need to have both authority, control and reliance on their hiring process to be able to move forward with satisfactory understandings from the beginning, for the best work relationships.  

More to the point, the YBR Constitution specifies that the CEO will be hired by the Board of YCL.  So while only the Board of YCL will hire the CEO, at least due to its elected structure there will be input from each of the Yeshivah entities.  
One has to presume to provide this crucial input that a recruitment sub-committee of YCL will include nominated members of each of YBR and CVL.   It's a circuitous business.
What we do know, is that YCL has yet to be registered, has yet to come into existence as an organisation and as such, has no Board.   As the YBR Constitutions tells us (above) that the CEO must be...'appointed by the board of YCL' right now, I would hazard as to how anyone has any authority to be speaking for the YCL Board, much less making appointments.

As such, it is lucky that Yeshivah has a General Manager who can continue to undertake these comparable responsibilities till a number of the elected Boards are in place.

...marcia pinskier

.

Yeshivah-Beth Rivkah (YBR) Constitution - Part 2

MEMBERSHIP

It's been made clear from the initial letter distributed by Mr Yudi New in his role as Yeshivah Community Liaison, inviting applications for membership, that the Interim Board don't anticipate the granting of voting membership to the full body of YBR parents.   The message has been very clearly conveyed in his letter which specified exclusions, while announcing the opportunities for membership application..

'If you are up to date with your fees or payment plan, you may be eligible to vote in the upcoming elections and to nominate for a position on the board of YBRSL'.

From the get-go let me say that I'm highly opposed to the system of voting rights going hand-in-hand with a subscription equating to school fees/payment plans being up to date.  This is highly unlikely to work as 'a carrot', encouraging parents within the school community to be up-to-date on their payments.  Those that can and will pay, can and will.  Those that can't or won't are unlikely to be swayed, or be able to be swayed by the offer of a school membership.

What it will do is set up an elite within the schools, a caste system if you will.  Those financially able will become those with a voice in the government of the schools.   It would be a fair bet that a large percentage of those having a more difficult time financially, would be those with larger families along with more student fees to cover - in all likelihood the most religious in the school communities.  So we may speedily see, from this very first election, a demographic of the most religious, the community whose ethos and culture set the schools up and reached out to the wider Jewish community of Melbourne over decades to provide an education, excluded from voting membership within their own community school leadership. 

And while one need not be a Parent to serve as a Director - a school parent I know has already commented that they considered that even serving on the Board as a Parent without capacity to be a voting member at a Company AGM would leave one feeling lesser.  Would leave one less than equal to others at the Board table, so disinclined to nominate for a role to begin with.

The whole arrangement leaves an incredibly sour taste in the mouth.

And so... to the Constitution.

6.2  ADMISSION TO MEMBERSHIP...

(l)  If an applicant has been rejected by the Directors, the Secretary must...

(ii)  return to the applicant the first year's Subscription (if any) which accompanied the application.

6.3  SUBSCRIPTION

The Subscription payable by Members in each Membership Year will be the School fees payable by the Member or otherwise as determined by the Board.

The Board may refuse an application for membership of the parent and conceivably the child could remain as a student in one of the colleges/creches.  Does this mean that the school fees would be returned?  While it's one matter for a subscription to be an independent sum, this is clearly problematic.

The best of constitutions for Not for Profit organisations, such as YBR and CVL are laid out  to provide clarity and ease of use for their members.  While the YBR Constitution includes various member rights, it would be useful to see them gathered together providing much easier use for the lay person.e.g.

RIGHTS OF MEMBERS

(1) A member is entitled to vote if -

(i)  more than 10 business days have passed since he became a member of the company;

(ii) a person’s membership rights are not suspended for any reason.

(2)  A member who is entitled to vote has the right - 

(i)  to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by this Constitution; and

(ii)  to submit items of business for consideration at a general meeting; and

(iii)  to attend and be heard at general meetings; and

(iv)  to vote at a general meeting; and

(v)  to have access to the minutes of general meetings and other documents of the company as outlined in the Constitution; and

(vi)  to inspect the register of members as outlined in the Constitution.

These constitutions have a long way to go before they could be considered user-friendly documents for their membership; we'll see this play out in some of the entries I'll write yet to come.  

That being said; at least the Yeshivah parents who will be able to become members of the school will finally have a constituent document they can access.  A step forward.

...marcia pinskier

Yeshivah-Beth Rivkah (YBR) Constitution - Part 1

As I have previously mentioned, there has been interest in understanding what the new Constitutions offer in the short time that they have been available - so today just a few of the points that have drawn my attention from the Yeshivah-Beth Rivkah Constitution.

This certainly shouldn't be considered an exhaustive examination, nor a form of legal advice; just some of the issues of interest that have jumped out at me in the early days.

SECTION - DEFINITIONS   

'Eligible Director' means a person...

(c) who is not an employee of the Company or Yeshivah Hebrew School(YHS) other than Rabbi Chaim Tzvi Groner 

(i)   I'm still looking (and happy) to be corrected on the first matter here - but I haven't seen a Yeshivah Hebrew School in the Definition Section or referred to anywhere else in this document - so I'm not sure what it's doing here.  Plenty of reference to the YHS in the Chabad Institutions of Victoria (CVL) constitution, but again, not in the definition section. So, if someone can send me to a Clause that identifies it in location to the YBR in this constitution, that would be great.   

(ii)   I'm never happy to see a built in reference to an individual in a constitution and we see Rabbi C.T. Groner referred to on several instances in this constitution.  It really has nothing to do with the person, whether some people want him/her there or don't.  It's just not good practice.  It means if for some reason that person can't continue on the Board and there are any number of reasons this might be the case, ill-health, failure to meet their obligations to attend sufficient consecutive meetings, moving residence overseas, failure to be considered fit and proper in line with the Act or any range of other reasons, it's going to require an amendment not just to positions on the Board, but far more cumbersome, to the Constitution.  This requires an Extraordinary General Meeting with requisite Special Resolutions and the inevitable cost associated with re-registering the constitution.   All easily avoidable.

OBJECTS

3.1  PRINCIPAL OBJECTS  The principal objects of the Company are to... 

(l)  provide facilities for special attention required by the gifted, people with disabilities, and other persons requiring assistance or special attention.

(i)     This is what I call a bit of a warm-fuzzy - it's sitting there, has a great sound and is probably the result of some fine intentions but actually could cause the school a great deal of trouble.  It's a commitment clause; the words outline a commitment to activity and not one that is easy to keep.  The Constitution would be better off addressing this issue in a more realistic and aspirational manner, e.g. seeking to support the potential of all students, within the capacity of the schools.

...marcia pinskier

So Let's Talk Elections

There is a lot to comment on about the new Constitutions.  This week however, what's topical would definitely be the 'opportunity' offered for voting membership and nominations for positions on the Boards of Yeshivah-Beth Rivkah Schools Limited (YBR) and Chabad Institutions of Victoria Limited (CIVL).

Issues exist, many of them problematic and common to both organisations and their electoral processes.

A place to begin would be with the letter that was sent out by Mr Yudi New, Yeshivah Community Liaison, on September 13 2016, the better part of a month ago, advising of upcoming elections.    

It stated '...the elections will be outsourced to the Australian Electoral Commission'   (AEC).   We'll come back to that.

The letter included an extensive (and confusing) table as to the proposed electoral timeline including possible variations on a range of deadlines.

A month has passed and most people have tossed their old mail, including one imagines the letter referred to above.  Mr New's distributions last week arrived providing links inviting membership to various members of the community.  Some hiccups on the latest correspondence... 

Let's begin with the headlined Applications for Membership; whether from YBR or CVL they're both attached to an invitation from Mr New, directed to no named person and 'Submitted' to no specific individual or endpoint.  From here, let's go straight to the newly released Constitutions: 

• YBR - 6.2.  Admission to Membership
• (a)  Every person seeking admission to Membership of the Company must:
• (i)  submit an application addressed to the Secretary, in the form prescribed by the Board

• CVL - 6.2.  Admission to Membership
• (a)  Every person seeking admission to Membership of the Company must:
• (i)  sign a written application addressed to the Secretary, in the form prescribed by the Board

Nussen Ainsworth is the Secretary of both the YBR and CVL Interim Boards, but these application forms are certainly NOT addressed to him, even by title.

Other information sorely missing from the cover email sent by Mr New was a series of dates.  When do Membership Applications need to be submitted by to ensure membership is achieved along with an opportunity to vote at the upcoming elections?    Let's remember the Constitutions have just been released on the SAME DAY as these Applications have been issued and prospective members are being asked in these Applications to 'agree to be bound by their Terms and Conditions'.  A constitution takes some reading and members of the community are already reaching out, seeking advice and input on both of these.     Usually there would be no great rush to join - but an election is approaching... sorry, again, when is that happening???  

So, I circle back to an earlier point.

Apparently it is now not the AEC to whom the elections have been outsourced, apparently the elections have not 'been outsourced' in their entirety at all.

Outsourcing the elections, 'in their entirety'  would have guaranteed an independence from beginning to end of the process and one could have anticipated some further attention to a range of matters such as requisite communications and constitutional obligations.   

Organisation memberships may be managed in-house and the role of the Interim Board should be limited to delivering a 'Register of voting members' to a body to whom the process had been outsourced in its entirety.  As matters stand,  who knows how the decision was made and by whom, to buy into any part of these  elections?   Where did the authority come from?  Who exactly has been running it to date?  Where's the transparency that the community has long been promised?  

Again, I refer to the cover letters regarding Expressions of Interest for Board Positions, from Mr Yudi New:

• re CVL:  At this stage, if you express interest your name will remain confidential until nominations are formalised;
• re YBR:  Nominations will remain confidential until formalised.

To me, outsourcing an election includes management of candidacy nomination and management.  The possibility of vetting of candidates should certainly not be sitting within the same Board whose responsibility it is to manage organisation membership.  

It should be remembered that in all likelihood, some members of this Interim Board are likely candidates and appointees within elections for incoming Boards themselves and should be far-removed from any process of 'Expression of Interest' for nominees.     

I finish again questioning - where has the authority been sourced for them, for whomever it is,  to be undertaking these roles?

A little Transparency please?  Perhaps a great deal?

...marcia pinskier

     

What Happens Now?

February 2015 and the Schools, Centre and Community of Yeshivah Melbourne found itself undergoing heartbreaking trauma in the wash of the Royal Commission into Institutional Responses to Child Sexual Abuse, Case Study 22.  Pages were opened and stories revealed for the first time across the community.  The reality was that there were many victims who knew of the histories and had been champions to date, with, as far as it appears, minimal if anything at all in the way of satisfaction, where devastation had occurred.

Early outcomes were promises of safety for our children.  As always, across all the institutions that were exposed before the Royal Commission, these were accompanied by guarantees of an improved quality of leadership and governance.  Within Yeshivah as with many other Institutions, so it was.  The guarantees of improved leadership, the processes and governance it entails; long absent, had been called for repeatedly and were now widely promised.

Yeshivah has had its own system of management for literally decades and while many acknowledge that those 'running the show' did so with good intent, the days have long past that it could be seen to be fit that a community can be run behind closed doors with no compliant documentation (e.g. organisational constitutions) for a community of many thousands.

Some fifteen months have passed since Case Study 22 and in the interim promises have been made and broken, panels formed, numerous interim committees created, various independent entities advertised as running upcoming elections and just yesterday members of the Community have finally been advised for the first time in the decades since the Yeshivah Community originated that a process was now open by which some of them could become members of the various Yeshivah Corporations.  

So it seems like a fine time to begin, for reflection and conversation.  For those of us interested in true opportunities for transparent, responsive, 'service-driven' leadership and governance at Yeshivah; is the window finally opening? 

I look forward to engaging and civil conversation...

...marcia pinskier