In Conclusion

This post will go on-line following the Yeshivah Annual General Meetings (AGM)s of YBRSL ad CIVL.  While there has been a plethora of issues circulating about the elections and the AGMs, I have chosen not to write through the last ten days as I watched them play out, wondering if they could be put to bed preliminary to the AGMs.

So, in this finite space between the AGMs and the announcements of the new Boards; first to those past leaders who who oversaw the tragedies outlined during the Royal Commission, were responsible for the debacle of current constitutions and who had no qualms promising they would resign by the end of December 2015, despite ensuring that they remain ensconced.   The Trustees -  Nechama Bendet, Hersh Cooper, Mr Shmuel Gurewitz, Rabbi Chaim Tzvi Groner,  Rabbi Sholem Mendel Kluwgant, Rabbi Shimshon Yurkowitz and Max New.  These are the individuals have seen to it that their authority is entrenched despite any pretence of change.  Consider YBRSL - while not even all parents have been permitted to vote for the incoming Board, these 7 individuals have the entitlement to appoint 2 of the Board members as well as 2 of the Board members of CIVL.

To those, who for whatever their efforts over the last few months, have been unable to hand over a transparent election slate and gift the community the ability of empowerment and confidence in a quality leadership going forward;

• The Interim Board Members of YBRSL - Chaim Kingsley, Rabbi Chaim Tzvi Groner, David Herszberg, Yechiel Belfer, Nussen Ainsworth; and
• The Interim Board Members of CIVL - Chaim Kingsley, Rabbi Chaim Tzvi Groner, David Herszberg, Yechiel Belfer and Israel Paltiel.    

From the 27 September 2016 they knew they were on a 3 month deadline till the next election, the first election.  Despite any other efforts, there should not have been a day that the importance, the transparency and accountability of this next election, this first election that launched the  new Yeshivah entities and community into a democratic era was not front and centre and should have been a matter for regular discussion at every Interim Board meeting.

As results are about to be called - how have these Boards, these individuals responsible for the AGMs and the elections scored?

Let’s check it out.

17 November, 2016

Issued Yeshivah Centre

Matters seemed pretty clear.  The voting process would be managed independently and that independent body would also be tallying the votes.

So far, so good, till we hit the following information, within the same distribution. This turned out to be very problematic down the track, when The Australian Election Company (AEC) advised members of the YBRSL that they did not handle voting at AGM's.  All of a sudden we had moved from an independent voting system to one being managed internally.  To make matters worse, till late in the piece this information had not been shared, in fact was not volunteered till there was no choice and it transitioned the opportunity of a fine process to the confirmation of a highly problematic one.

I have been asking for a long time on this Blog that the Boards of Yeshivah be given time to arrange appropriate voting at the AGMs for their members.  

As late as the Notice of Annual General Meetings and Explanatory Notes, that is, the official documents, provided three weeks prior to the AGMs and voting at that time, the  Interim Boards were signing off that regardless as to which of three ways the members would be casting their votes, The Australian Election Company would be tallying all the votes.    If the AEC were not able to undertake AGMs, how was this information submitted on the AGM Notice??

Other matters?  A considerable amount of abuse was spread around about various candidates during the election period.  Some of it excessively demeaning, ugly and unpalatable.  While the point can be made that 'campaigns are campaigns' when this is sourced from a member of the Interim Board - who holds particular influence over voters and potential future, peer board members, this goes beyond acceptable behaviour.  When brought to the attention of the Interim Board, the whole community would have benefited by a stronger stance being taken and greater standards being set for everyone's behalf.

As to the day-to-day management process.
I have repeatedly taken the attitude that every day had to be crucial.  
This election was not well served firstly, by a shabby constitution process. Secondly, one suspects, from poor resources at the Yeshivah end.  
Thirdly, repeated (endless) queries were ignored, many from candidates, or not addressed in a timely fashion, or repeatedly not addressed, or perhaps just not dealt with because answers were required and known for any number of reasons.  Back to lack of appropriate resourcing on the part of the Board.

One can only imagine that if this election had been valued sufficiently it would have been resourced to access an independent entity to undertake the entire voting process, from beginning to end.

It is untenable to consider the process that has occurred as acceptable, conducted by various entities, with votes counted by whoever is on hand, put together at the last minute on the hope that no-one would take up their justified right to vote as members at an AGM and calling on numerous employees and friends of employees of Yeshivah to be considered as independent parties.
Where do we see further floundering?  An organisation of the size of Yeshivah will have their AGM Chair in place for a considerable time.  On this occasion it appeared to change from 24 hours prior to the event.  Justifiably, how can one run an election, scrutineers, etc and manage an AGM?

Does this mean corruption has occurred?  Has this election been tainted?
This means that no-one cared to run a process, this means that no-one cared to pick up a phone 12, 10, 8 weeks ago and source support so that this community would be well served from beginning to end.
This means that no-one has anything of which to be proud, even a little. 

Where have the Boards been???  
Most certainly, not paying attention to their commitments on this matter.

In Conclusion

I plan to close this Blog, at this time, prior to the announcement of the new Boards.

These have been tumultuous days.
The opening week of October this year I began this Blog and advised that it seemed a fine time to reflect and converse for those interested in opportunities for transparent, responsive, 'service-driven' leadership and governance at Yeshivah.
My intent at the time had ben to provide a forum for education and insight where it seemed to be lacking.
The engagement was overwhelming.  The numbers have been far greater than I had anticipated but this has certainly indicated to me that my belief in the need for provision of education around which the purpose of these writings have revolved has been overwhelmingly correct.  

While my own interest in matters constitutional has always been considerable - the response has reflected that so too over the past months is this the case with the wider community.  There has been great interest in the  posts that address elections, constitutional rights and entitlements of members within the legal entities. 

I am sure these interests still exist and encourage all in the community to pursue them. Your Boards, Constitutions and Structure are designed for your service.  This is your entitlement.  

Should you have any questions I would encourage you all to put pen to paper and address your Boards, address your leaders, their place is to be of service to you.

I wish the new Boards and Leadership groups, each member of these leadership groups great opportunity and capacity in service together.  May the community and their leaders come together in a consultative and supportive way to empower all so as to benefit every individual, family and member of the community as a whole.

Before I close, thanks to my many readers for your involvement and focus on the subject matter herein.  Thank you also to the copious numbers of my readers who have reached out to me with enthusiasm to engage me in discussion and provide personal support and appreciation for my writings.

May all experience transparent, responsive, 'service-driven' leadership and governance at Yeshivah.



...marcia pinskier

Elections 105 - Royal Commission Report; A Pall over Elections

We have now reached the end of the road.  By the standards of many.  And if Yeshivah won't respond to the voices around  them, to the Rabbinate, to the secular press, to their community and to plain issues of good governance, it's time for the authorities to step in.

I've been a strong believer that as this community has been deprived of a voice in many ways, without accountable leadership for decades; this election has been a momentous point in the life-cycle of Yeshivah.  As such I have wanted to support it as cathartic and crucial.  However, watching the processes play out, seeing the leadership take a somewhat 'close enough is good enough' attitude has accounted for many of my own  concerns over the previous months.

Between the call of our Rabbinic leaders across Australia and New Zealand through to the words of the secular press, editorialised across the country in the Australian Jewish News this week, it has become unequivocal that Yeshivah Melbourne cannot go forward with this current process and election.  A process and election designed to re-empower those identified within the Royal Commission into Institutional Responses into Child Sexual Abuse, Report Case Study 22, as having  been part of a previous leadership so responsible for the many specific and wider forms of abuse of victims, families and supporters of child sexual abuse.  

The Report is finally available and has prompted an immediate statement by the Executives at the Rabbinical Council of Australia and New Zealand, the Rabbinical Council of Victoria and the Rabbinical Council of New South Wales, calling on leaders who intimidated victims to vacate their positions.  Leaders were claimed to have '...lost their moral right to serve as leaders in our communities...".

The statement called on those '...identified in the report as not fulfilling their legal obligations to protect children to stand down from their public positions,...'

The statement, while long overdue, is powerful in that it addresses both moral and legal frailties.

It is diminished somewhat by the choice not to take the obvious, more difficult but more principled step of naming those to whom it refers.  

While a potent statement, as long as individuals remain nameless one could take a pretty educated bet that those to whom it refers will choose not to apply it to themselves.  The long and the short of it is that Trustee, Rabbi Chaim Tzvi Groner and Rabbi Telsner must, in line with this key statement remove themselves from all leadership positions.  Till they do so they continue to cast a pallor on their community and further pain to victims, their families and advocates.

The AJN has named both Rabbi Telsner and Rabbi Groner and spoken unambiguously about their failures in leadership as outlined in the Report.  Of Rabbi Groner they say, he '...was a trustee of the Yeshivah Centre, which oversaw, was responsible for, and appointed the Committee of Management.  It is therefore unthinkable that the new Yeshivah Centre which was only recently formed, will have Rabbi Groner on its board, as well as the board of the Yeshivah-Beth Rivkah Colleges and Chabad Institutions of Victoria.'

The victims of child sexual abuse in Yeshivah have waited decades for action and justice of some fashion.   Victims of child sexual abuse and their families have suffered ostracism, intimidation, harassment.  The community has often been blind to what has occurred.  Sometimes through ignorance, sometimes eyes have turned away in fear, sometimes due to the mores of a culture we hope is long gone.  
The community has waited for the better part of two years, since February 2015 between when the Royal Commission called Yeshivah Melbourne to task and the release of the Report of Case Study 22, issued just days ago, for the results of an investigation that by now reflected on what many were horrified to know.

The reality is that even now there are many who believe they still have an entitlement to abuse victims and those advocating for victims.  There are many who believe they still have an entitlement to abuse those advocating for cultural change in leadership, so the old guard needs to be named, changed and gone.

Trustees Must Go

TRUSTEES 2008-2014

With the issue of the Report of the Royal Commission, it is untenable that any of the 'Old Guard', Committee members or Trustees remain anywhere in a position of authority for Yeshivah to move forward.  For Yeshivah to have presumably expressed sincerity in the words of apology it has conveyed to victims (or regardless of sincerity) the 'Old Guard' must be gone.  

It is indicative that this 'Old Guard', the Trustees, had the absolute authority in creation of the new constitutions for the whole community.  Within these constitutions, Trustees such as Hersh Cooper, (long resident in Israel) Nechama Bendet, Rabbi Sholom Mendel Kluwgant and others have continued authority to appoint individuals to the Boards of the new Yeshivah organisations.    
Any and all authority at the Yeshivah organisations for the Trustees to make appointments to the Boards must come to an end.

DON WOLF RESIGNS 2016
SEVEN TRUSTEES
STILL TO GO

  
Constitutions must be immediately amended to remove this entitlement.  These allocated seats on the Boards should become available through open election to members of the community organisations.

The current authority of the Trustees to make appointments, including the life tenure of Rabbi Groner on all Yeshivah boards, so taints the outcome that the current elections must be voided and any further electoral process delayed till a number of constitutional amendments can be generated.

Rabbi Chaim Tzvi Groner must resign from the positions allocated to him on all the Boards of the new Yeshivah entities.  These positions were always highly problematic.  Regardless of Rabbi Groner's actions, all the constitutions must immediately be amended and this position on the Board should become an additional seat available to be voted in by the community membership.

All Trustees, who have served from 2008 and particularly, who remain in place as of 15 December 2015, must depart the organisation.   Whether from governance position or management leadership involvement, any long-term authority Trustees currently hold for future appointments and participation, as is currently the case must come to an end.  Should this require constitutional or other documentation amendment this must be dealt with immediately.

As matters stand:

• Appointments by Trustees disdain the messages of the Royal Commission
• The appointment of Rabbi C.T. Groner to a seat on the school Board of Yeshivah-Beth Rivkah disdains the messages of the Royal Commission, disrespects cross-communal leadership and disregards governance issues highlighted by the Victorian Registrations and Qualifications Authority (schools regulatory authority)

Yeshivah have had a more than generous period to get their house in order.  In many ways they have done poorly and if they will not respond to this Report as community leadership now demands, it is time for the authorities to step in and decontaminate so much of what should have, what could have been managed in-house.

The 'Old Guard' must be gone in both a governance and operational sense.  It is time to allow the Yeshivah community to draw a deep breath and move forward with it's life.

...marcia pinskier

Elections 104 - Exposure

Yeshivah Centre have held their 'Town Hall Meeting' for Yeshivah-Beth Rivkah Schools Ltd. 
Hard and Fast - The Feedback from a range of sources...

• Great opportunity to hear from the candidates;
• Evening affected decisions for whom people would vote;
• Big impact by 3 - 4 candidates; these candidates repeatedly named as having swung attendees around to vote in their favour.

The event took place well into the voting cycle and well past the period that many had voted.

This is why I have repeatedly advised members NOT to vote till as late as possible.   

This is why if you haven't yet voted, the call is out to hold your vote and either (preferably) attend and vote at the AGM or hold your vote for casting as late as possible when as much information about candidates as possible can be gathered.

BIG IMPACT POINTS:

• Major concerns re lack of grievance or dispute resolution policy
• School needs to be more empathic, better at listening, more responsive
• Women needed and valued on Boards
• News on bullying within the school environment - Strongly and factually confirmed from a number of sources;  This is a major and ongoing concern
• Concerns re teachers not being confident to speak out - Fear factor exists
• Parents 'harassed' accused of being 'agitators' or otherwise intimidated by school leadership for previously speaking out on issues of concern
• Confidential information being leaked from leadership - culture and practices needs to be addressed

A brief wind-up from my own perspective.  There are some1200+/- students in the schools and in the zone of 150 teachers.  

Estimations had about 100 attendees on the night.  Where was the rest of the school community?  If parents aren't members they did not receive an invitation to this event.    

Every parent is a Stakeholder in their child's school.  
Board members will be required to serve every parent in the schools.
What better time than an evening such as this for all parents to meet and hear from prospective members of the Boards?  
Even more to the point - what better time to encourage further school membership; regardless of timelines associated with the election.

THIS WOULD BE THE ACTION OF AN INCLUSIVE CULTURE.

Yeshivah has to get its head a round a cultural turnaround.

Elections 103 - Australian Jewish News declares Yeshivah Elections Chaotic

It seems that our community newspaper has reached the same conclusion as many in the Yeshivah community.

For those interested in following this Blog, (apparently also the AJN), you will be aware of the commentary ( Elections 101) that in my opinion, Yeshivah has interfered inappropriately in this election process.   Yeshivah appears to be in this (chaos) space again, with Mr Yudi New now sending out an anonymous letter to the YBRSL candidates on 24 November seeking to have the candidates amend their agendas.  
It's easy to see why the AJN might be calling the elections chaotic.

A CALL FOR CONVICTION  

The anonymous letter disseminated this week by Mr New to the YBRSL candidates 'purporting' to have been written by the staff is an unimpressive piece of work, regardless of whoever the author/s of this letter are that have patched it together. 
In mainstream politics there is a particularly coarse, vulgar and ugly term for an unsigned letter of this type which I won't repeat on-line.  Why is an anonymous letter treated with this kind of contempt and disdain?  Because regardless of the excuses offered for anonymity, it is unattributable, unidentifiable and the authors are prepared to offer nothing of their own character nor commitment to their words.  An anonymous letter is  nothing more than a tool to hide behind while smearing and manipulating the reputation, agendas and resolution of others.  In this case, in the run-up to the election, a number of candidates, along with a number of staff at the school.

This is a worthless and shameful piece of work.  The gutlessness of whoever wrote this indicates a person or persons without the courage to stand by their convictions.  As names are absent, so too it makes sense to treat the words that precede them as devoid of credibility, honour and most particularly value.

Furthermore, this letter makes references to matter that if it was truly written by staff, it could not nor should not know.

So just WHO wrote this letter?   Was it 'one' number of the purported Staff?  Was it 'two' of the purported Staff?  Three?  Four?  More?  None at all?  From beginning to the end, the one series of words that identify who this letter comes from are missing...  as far as I am concerned it is written by no-one.  Certainly no-one with any credibility.

And so to something of the content of this nameless, worthless and unsavoury piece.
Among other statements, the letter goes to some length to address why candidates should amend their agendas, thereby going to the lengths of sullying the good intent and working reputations of a number of nominees for the School Board among their prospective peers. 

What is the purpose of an election if candidates are not free to express what they believe to be best intent goals and outcomes by which they wish to serve the community?  By what right does the author of this letter believe it is within his/her purview to leverage the action and intent of those choosing to engage with the school membership on issues they address using anonymity as a screen?
It's not as if there is any whistleblowing going on here...
And on what grounds does Yeshivah buy into this process???

Indicative of the quality of remarks that do the author(s) no pride are those listed below. 

If this letter, presented without evidentiary backing is not a superlative example of 'going at it' on the basis of rumours and 'shouting the loudest' it would be hard-pressed for competition.  

On this basis candidates are requested to 'remove misinformation'.  Misinformation according (again), to the definition of some nameless individual.

Perhaps it would be worth reminding this 'individual' or 'individuals' that if he or she is truly a member of staff, then he/she is an employee and it is the responsibility of the Board to prepare a strategy and agenda that they consider will serve the school best.  The gall of suggesting that as a staff they need to be 'confident that a governing body is going to support our school on a factual basis...' is in every way disrespectful and plain rude.  But I suppose you can get away with all these behaviours if you are prepared to hide behind anonymity.

The letter speaks at length about issues of workplace bullying in the schools, besmirching teachers who have been bullied in the workplace.  It notes that 'small numbers of people have alleged that they were bullied in the workplace...' and that the school has been cleared of all allegations.  

The reality is that the author, if a member of the teaching staff, as suggested in the letter,  is highly unlikely to be in a position to be aware of the bullying/intimidation of others; whether past or currently ongoing as these matters are dealt with in a highly confidential fashion.  Bullying and/or harassment complaints are often contained to a Senior Supervisor, the Principal or members of the Board - certainly complaints are not widely spread among the school community.  It is a nonsense for a letter such as this to comment on the absence of bullying in the workplace as it does.  

This letter contains assertions and allegations about matters it could not nor should not know if the author is truly a member of staff.

While on the subject of bullying, let's come at this from another direction.  Nothing would be a more typical example of bullying than a letter that denies bullying/intimidation of those who have been subject to this treatment.    Nothing would be a more typical example of bullying than a letter that uses language such as 'alleges', intimating that no bullying actually occurred, to begin with.  Take the letter as a piece all on its own.  Whoever wrote it, through lack of respect for another's experience of being bullied could be intimated to be bullying by the very language of disrespect being used.

It is a recognised factor that staff turnover, low morale and workplace stress are among symptoms or signs in bullying.  A number of candidates seek to ensure best outcomes for students by promoting a healthy workplace environment; what could be among better focus for staff and students at the the school?

To reiterate, the letter seeks to sully the name of teachers who have been bullied in the workplace and the good intent of a number of nominees. This letter dictates that sentiments of our staff'...(Still waiting for a signature - who are 'our Staff'?), on the matter of workplace bullying is quite different to those being circulated by nominees, identifies these views (regarding workplace bullying) as destructive and damaging and from there 'respectfully' (oh please) suggests that candidates amend their views.

There should be no lack of clarity that this letter is abusing candidates who express concerns as to workplace bullying within the schools.   

So, 

Target One...let's bully the candidates; pressure them among all their peers, impact how they will interact with their Board members going forward and seek to coerce them into amending their messages in front of the school community.

Target Two...let's bully the teachers, sully their reputations, further malign them and cast aspersions upon them in their interactions with candidates.

For those avowing that this is a school without bullying, this missive makes a fine example for the case of bullying existing and why candidates should certainly NOT be amending their agendas.  What a pathetic little piece of correspondence it has proven to be.

FURTHER TO ELECTION INTERFERENCE

And now, once again, (painfully) to the issue of Election Interference.
It's bad enough that an anonymous, unsourced, unattributed letter effectively attacking candidates behind the cloak of invisibility finds its way into the election process, but it's beyond shameful that the letter is distributed by the hand of Yeshivah itself.  
Yeshivah says it runs a clean election but it sends out this unmitigated piece of rubbish, this wolf dressed up in lamb's clothing and to add insult to injury, crowns it with the fine words of Mr Yudi New on the way out the door.
  

In his cover note to the candidates,  I quote... 

'...please be aware that the staff have chosen to communicate their views in this respectful manner, rather than taking steps that could be seen to be influencing the election....

Mr New has lent his   authority as the individual running the election that these are respectful views, to be treated with respect and have not been designed to influence the election.  

Nothing could be further from the truth in every regard.   

Sending out such a letter is a direct attempt to influence the process.  For Mr New to be party to this is far from acceptable.

To suggest that these are views being communicated in a 'respectful' manner, is breathtaking, (not in a good way). Further, the crux of the letter is that the author patently seeks that candidates amend their agendas - how could this possibly be interpreted as not seeking to be influencing the election? 

  

By now, everyone at Yeshivah should know better.

WHOM DO YOU WISH TO VOTE FOR?

A word as to information on voting processes authorised by the CIVL and YBRSL Boards and signed off on by Company Secretary, Nussen Ainsworth.  This information, or misinformation as the case may be, is being distributed within the Explanatory notes accompanying the Notice of the Annual General Meetings.
Reflecting one of the poor choices in conceiving these constitutions (A Vote-Less Category) and much to my own chagrin, both CIVL and YBRSL constitutions specify (Clause 20.2.d), that all candidates in the elections lose their entitlement to vote.  
What do the AGM Explanatory notes actually tell members?  I quote:
2.12 Clause 20.2 of CIVL's constitution requires that the election by Members of Board Members will take place as follows:..
     (c) Each member present (whether by proxy, attorney or representative) at the meeting will be entitled to vote for up to four (4) candidates.
    (d) Candidates will not be eligible to vote for themselves.
I draw your attention to note 2.12 (d), because NOWHERE in the Constitution does it specifically state that candidates are not eligible to vote for themselves.
Further to this, it is incorrect as listed above that 'Each member present... will be entitled to vote for up to four candidates'.  
Within the YBRSL AGM directions information that provides that each member will be entitled and able to vote for five candidates is likewise not the case.

What Clause 20.2 (d) actually states is: 
     '(d)...each  Member Present (excluding the candidates) at the annual general meeting will be entitled to vote...'

What the constitution is saying, applicable whether voting on-line or at the AGM, is that candidates have no entitlement to vote for themselves OR anyone else.
A choice has been made to present a misdirection to the entire community as to the intent of the Clause relevant to voting entitlements. How do I know this?  Because Mr Yudi New called me and asked me to identify this clause number for him, the one that related to candidates not being able to vote.  He was clearly aware as to what the constitution stated however this document does NOT reflect that content.

Furthermore - if Yeshivah followed their own system as outlined in these notes, candidates would still receive some number of ballots.  Presumably Yeshivah is running a democratic, secret ballot.  How exactly, if they were allocating votes to candidates, as they suggest they are doing above, would they ensure that those votes were not directed toward the candidate??? 
Either Yeshivah is working in line with the constitution, candidates receive no ballots and no votes and a secret ballot is occurring with the results of no-one's votes or being known;   OR, candidates would receive ballots as per the Yeshivah system noted above which would (??) be in some way marked to identify them or prevent candidates from voting for themselves.  So much for presumption of a secret ballot. 

ANOTHER good reason NOT to vote on line, but to wait for explanation for the entire community and vote at the AGM.

THE DIFFICULTIES ON HOW YOU VOTE

The Proxy

There have been no shortage of queries responding to documentation from Yeshivah,  seeking further information regarding the use of proxy votes.  In short, - there is not a compulsion for the use of an attorney at all to be involved.  Ask a friend or family member (who is not an attorney) to be your proxy if required and you are unlikely to need legal authorisation.

Yeshivah has issued a form that has no areas to note whether the proxy would be an open, directed or most particularly an ongoing proxy as is commonly done when proxy forms are issued.  While many Companies could be relied on to accept Proxy Forms with amendments provided and signed with these indication, under the current circumstances at Yeshivah, I would strongly advise members to contact he Company Secretary of both YBRSL and CIVL, Mr Nussen Ainsworth on this matter as soon as possible and seek a confirmation as to whether Yeshivah companies will/will not accept should the proxy forms be amended by the member to reference this information.

Alternatively, members should request that the Yeshivah companies produce a complete and appropriate Proxy form for member use.

IN CONCLUSION

Yeshivah chose to be active in the distribution of an inappropriate, anonymous letter, regardless from whom it came.  

In the words of Mr New, which suggested that these communications of anonymous bodies are appropriate, respectful and to be respected, it would be interesting to understand how he reached these conclusions.  
Mine would have been that an anonymous letter of this type would have been best filed in the trash.

Time at Yeshivah could have been far better spent seeing closer attention paid to correct information being provided to members within their AGM notes - including fuller Proxy Forms.
Unfortunately, too many Yeshivah Centre  individuals have their heads turned in the wrong directions and their fingers far too deep in pots where they stick in sites they do not belong.
This speaks further to an inherent dismay as to how this election process is playing out day by day.

Something is EXTREMELY ugly in Denmark - or perhaps Hotham Street.

...marcia pinskier (as always)

Elections 102 - More of What Not to Do

In my last post; Elections 101 - What Not to Do, I took up with some issues that I found unsatisfactory.  Handling of the process of the Register of Members, suggestions Yeshivah had made around dissemination of candidate communications to voters and provision, (or lack of) due diligence materials.

I'll be honest - nothing would make me happier than to see a response to the time I spend writing, to the responses I am receiving, than to see Yeshivah take it on the chin, suck it up and get their house in order.  

When the following correspondence comes out however, sent 21 November 2016 from Yudi New to the Yeshivah community and titled Elections:  Our Processes it's an insult to the voters AND the candidates.  

I invite you to compare what's been happening over the last few days with the content of this letter, as well as to the direct quotations I'm going to provide that are extracts from a letter distributed to the YBRSL Board candidates on 17 November 2016, just 3 days earlier, from Jeremy Gold, with the subject YBRSL Nomination - next steps. 

(Excerpts from Yudi's letter are in green, from Jeremy's in blue).

1) in accordance with the constitutions and Corporations Act 2001 (Cth) all members who request are given access to inspect the Register of Members and provided with a copy...(Yudi New)  In fact, as has been outlined in the previous post, Elections 101 - multiple members who requested access to inspect and copy the Register of Members were NOT given access to do so in accordance with the Corporations Act 2001 (Cth).  

...You will appreciate that we have taken some precautions to protect your privacy... (Yudi New)  This is particularly disingenuous as statements go because the Register of Members as compiled contains all the email addresses of the members.  These email addresses are not required, have been included and distributed to members with, (as far as I know) no further information whatsoever as to limitations on their use that might exist... such as utilisation for commercial purposes.  

Many organisations would choose to locate this additional information, such as member email contacts on an alternate data base for exactly the reason suggested in this letter, to protect member privacy.  However  by locating this information on the Register of Members it has now become available to every member of the organisation provided with rights to inspect and copy the Register.    Clearly Yeshivah has exercised little forethought and taken few, negligible, (any?) precautions to protect member privacy.  I await to hear just what the 'precautions to protect your privacy' that have been taken are, that are being referred to in this letter.

From there, to the issue of interference with candidate communications with voters.  One can't deny that Jeremy Gold's letter to candidates is unequivocal in advising that Yeshivah requires that Yudi must approve 'anything sent'.
...If you want to send out further material via email to the YBRSL membership, we would require you to do that through us, however, as I am sure you will appreciate, anything sent will need to be approved by Yudi New.   Following approval, we would certainly arrange for an email to be sent.(Jeremy Gold)  17 November   
The follow-up from Yudi,...

2) ...We do not, however, seek to censure or censor what candidates might want to say nor which candidate might be allowed to do so. (Yudi New)  21 November

For someone with no intention to censure nor censor, an environment creating an apparatus to that end is certainly in place.  
As for transparency, it's all well and good for Yudi to send out his letter of the 21st to the community when Yeshivah can rely on the preceding letter having been seen only by candidates.

Yudi's letter of 21 November goes on to deal with matters pertaining to Due Diligence.  I am going to comment minimally here, other than to say candidates continue to request documentation to undertake a Due Diligence and 'ongoing dialogue' from the Board most certainly fails to meet any standard.  While the Board have decided that materials such as those requested would not ordinarily be provided ‘in an election of this type’, I would remind them that a due diligence process pertains NOT to the election but to the organisation.  The Yeshivah organisations are large and complex. It is exactly with these ‘type’ of organisations that a potential director would undertake an appropriate due diligence, in a timely fashion.  While it is the choice of potential directors to make, good practice would have them support these quite appropriate processes with the availability of requested materials.

As Mr New concludes in his letter of 20 November, I take my guidance from him.  He writes, 
‘I recognise that this is a new process and there is a lot of learning for all of us. I remain committed to a fair and transparent process and am confident we are achieving this. If anyone has any questions or concerns, I am more than happy to address these. Please direct them to governance@yeshivahcentre.org.’

What is going wrong here?  Primarily this attitude - the ‘this is a new process and there is a lot of learning for all of us.’  I’m tired as are many others of the suggestion that because this is the first election it doesn't matter that we don’t get it ‘quite right’.  
Not good enough.  We have legislation, we have a constitution, precedents and governance practices; not to mention plenty of individuals with capacity to provide professional assistance.

It’s all very well and good to talk about being committed to fairness and transparency, but if you are going to be responsible for walking the walk you can’t just talk the talk.  Any presumption that an abundance of fairness and transparency  is being achieved, as has been suggested, is far-fetched.  I could point you toward some of the candidates who have much to say about this themselves.

Mr New has invited questions so I’ll finish with some of my own.  I’m an alumni of Beth-Rivkah, a previous teacher and members of my family currently attend the school, but not a member of the company.  So, any members reading, please feel free to pick these up and direct them on to governance@yeshivahcentre.org
I’ld be interested to hear any answers you receive at mpinskier28@gmail.com

1. When will any member see the original Register of Members, as per conditions in the Corporations Act?  As Yeshivah says this has already occurred, can Yeshivah name such a member?
2. What are the precautions that Yeshivah have taken to protect member privacy?
3. When will candidates be provided wth documentation to undertake a due diligence?  What will be provided?
4. When will further details as to management of the elections be distributed?  For example, management of election processes at the AGM?  Further, how will candidates who drop down from criteria elections into the general pool not be favoured or have undue impact as to other candidates?  Will a separate election occur post-announcement of all criteria positions?
5. Talking transparency, I return to the question that Yeshivah continues to ignore.  Who deems themselves fit to be representing YCL and in a position to be nominating  Board appointees on behalf of a legal entity that does not yet exist?
6. When will YCL be registered?
7. How many non-voting members are there in each organisation?

As for your vote, I again advise, wait for your answers - wait for your AGM.

..marcia pinskier

Elections 101 - What Not To Do

There has a been a powerful call for improved accountability and transparency, but what is consistently playing out is 'more of the same'.  Firstly, a pattern from the Yeshivah leadership of re-iterating past behaviours of withholding.  In this instance with-holding information to which individuals are unequivocally entitled.  Frustrating and dis-empowering candidates standing for positions on the Boards, along with the new company members, the voters and community members at large.

It should be clear that responsibility to attend to the obligations I am going to write about sits with members of the Interim Boards of the relevant company, but included in some of these matters additional responsibility will sit with 'agents' of the Board.  I mention this because our organisations have been re-structured as companies within the Corporations Act.  There are inherent responsibilities to members detailed within the Act.   Breaches of the Act may carry penalties and those on Boards now, as with candidates for Boards to come should respect and understand that these obligations are not to be ignored. 

REGISTER OF MEMBERS

There have been a series of requests from candidates to the current (Interim) Boards of YBRSL/CIVL to sight the Register of Members  of these organisations. The law is quite straightforward in how it addresses this matter.  (I've provided some of the relevant Sections from the Corporations Act 2001 at the base of this post, for those who may be interested.) Though it includes some exemptions and additional clauses, the points below are by and large applicable in this instance.  

What do we learn from the the Corporations Act, 2001?

• The company must allow a member to inspect a Register of Members. 
• If the register is not kept on a computer, the person inspects the register itself.
• If the register  is kept on a computer, the person inspects the register by computer.
• If  a person asks in writing to inspect a particular book of the company that the person has a right to inspect, the company must make it available within 7 days.
• The company or scheme must give a person a copy of the register within 7 days.
• A person permitted by this Act to inspect a book may make copies of, or take extracts from, the book. 
• Any person who refuses or fails to allow a person so permitted to make a copy of, or take an extract from, the book is guilty of an offence.

The Act is quite explicit that it is the right of a member,  to inspect the ORIGINAL Register of Members and have copies of the original provided to them, or make copies, themselves.

I have yet to hear from any of those I am aware have asked to inspect and receive copies of the Register of Members, in writing from Yeshivah,that the organisation has met its requirements. To date, I have heard different experiences reported, including the following:

1 - The candidate was provided with a printed spreadsheet list of members' names, and was advised this was a copy of the Membership Register. The copy received had a watermark of the organisation and the candidate's name across all pages. This experience clearly did not meet with legal requirements of entitlement to inspect the original Register.  

It would be a fair presumption that this individual's name is not printed across the page of the original Register, so a copy of the original Register was not received.

2 - This candidate reported a similar experience, but upon receiving the photocopied spreadsheet list with that (different) candidate's name across the copies, asked to see the 'Original Register'. This candidate was then shown a bound 'book'  with printed spreadsheet pages and told this was the Original Register.  

As the book was printed and bound it could not operate as the Membership Register, as such a register must be available for further amendment as membership data changes.  This book coultd not include future members, as well as provide additional information that would be legally required to be added in the future. 

This is supported because the pages within this book were a printed spreadsheet and did not have that candidate's name on the watermark - clearly the pages that candidate was provided with were not a copy of this purported 'original'.  Again, the obligations to provide the candidate with an opportunity to inspect and copy the original were not met.

More to the point, it is quite evident that the Original Register is being maintained as a computer Spreadsheet file.  There is a specific direction during the Act, that should it be the case that the Register is maintained on computer, those requesting to sight the Register are to do so, by computer. 

As far as I am aware, to date this requirement has not been met.  

More than 7 days have now passed since written applications that I have sighted, to inspect and copy the Register were made. 
As far as I am aware, to date this requirement has not been met.   

CANDIDATE RIGHTS TO COMMUNICATE WITH MEMBERS 

One can't let another day go past without mentioning the letter of Thursday 17 November, 2016, to Board candidates from Mr Jeremy Gold of the Yeshivah Centre.  I quote: 

'...If you would like to inspect the membership register, please complete the form attached and send it to Yudi New – governance@yeshivahcentre.org.  The register will be available to be inspected by appointment only at the Yeshivah Centre office.

If you want to send out further material via email to the YBRSL membership, we would require you to do that through us, however, as I am sure you will appreciate, anything sent will need to be approved by Yudi New.  Following approval, we could certainly arrange for an email to be sent...

Jeremy Gold


Head of ICT, Marketing and Communications


Yeshivah Centre
'

If communications and more importantly directions are being distributed to Board candidates regarding the membership register as part of the election process, (which, from my point of view is not doing anybody proud), why, when and how has the Yeshivah Head of ICT, Marketing and Communications been newly deputised to be the liaison with candidates on this matter without so much as an introduction nor explanation?  

Unless of course other's have become freshly awakened to the fact that given the number of mis-steps to date some sideways movement of people may be sensible.  Bring someone new in to share the glory (or the pain)?  So who now in this saga is the source of truth???

Regarding the content of the letter, if it finally did occur to someone at Yeshivah to check out the relevant content of the Act, they would be well aware that it is highly mis-leading, (if not altogether incorrect) to advise candidates that Yeshivah is entitled to impose a requirement that should they wish to send out 'further material via email to the YBRSL membership,'

a) It would be required to be sent out by Yeshivah, and

b) It would be required to be approved by Yudi New, or anyone else at Yeshivah for that matter.

Members most certainly DO have rights to utilise the information within the Membership Register if this is relevant to their rights... for example, rights as members canvassing among a membership group to stand as members of the Board.  

Where do I come to with this?   

This controlling of communications by Yeshivah is in fact a form of interference in the election process; so what is playing out at the Yeshivah Centre, whether via the Interim Boards, it's agents or operationals within the Centre is that even in these early stages we are seeing a form of  inappropriate interference.  

I would call on every member of this community to ensure that they demand the best that they can from this process, if only by being timely and temperate in your choices, ensuring your entitlements are met and not being rushed before making your final commitments.  

As part of this I would strongly recommend that members with-hold voting till as late as possible in the process.  

In fact I would recommend voting at the AGM above utilisation of the on-line process - as I understand the involvement of an independent company is solely on hosting the website.    No further information has been issued through Yeshivah Centre as to their own internal involvements and activities as part of the election process.  When voting at the AGM, even if you send in a proxy vote it will compel the Interim Board to organise a transparent voting process to be organised and explained prior to the night.
In fact even now, 'a moment' before electronic voting is meant to be available, Yeshivah has failed to communicate the process of voting.  While Yeshivah have indicated that the election will take place 'in stages' to consider the requirements of the Board specifics, will professionals who aren't elected in their category be included in the voting in the broader section?  Will Rabbis who aren't elected in their category be included in the voting in the broader section?  

While this information is available in the Constitutions, it is incomprehensible that voting is about to take place while these processes have not been laid out for the electorate.  So again I urge you, give Yeshivah a fortnight to get it's house in order and either hold off voting till the last days of the electronic vote - or preferably, attend your organisations' Inaugural Annual General Meeting and vote in person.

DUE DILIGENCE 

Before I close, the community should be aware that numerous candidates are clamouring for appropriate materials from the Interim Boards to undertake a Due Diligence.  This speaks of preparedness, good judgement and reflects focus on appropriate actions that a suitable Director of the Yeshivah Boards will need.  

WHERE ARE THESE MATERIALS?

A pack, at the very least a set of preliminary materials should have been ready at least a week ago.  Such a pack should be available now.  Audited reports for the last 5 years.  Detailed Insurance policies.  Detailed reports as to the progress and financial outcomes of the Redress Schemes.  Minutes of the Interim Board meetings since registration and the N.I.Committee over the previous 12 months.    Full financials reports as submitted to these committees for the previous 12 months.  Third party contracts.  Any legal issues.  The Risk Matrix as it exists.  It is entirely appropriate that recipients sign appropriate confidentiality agreements empowering them to source suitable advice as they deem necessary, but enough is enough - provide the Due Diligence materials!

Was it a secret that an election was to be held?  Has no-one mentioned this to any members of the Interim Boards?  A full and detailed pack must be made ready for all candidates with all further information requested and/or required by the day the election results are called because it is quite possible that a number of those elected may undertake their due diligence and decide not to move forward.  In which case a count back will be necessary and it will be required speedily to facilitate the full operations of the Board.

This is not an election matter but one to which the Interim Board must attend.  It has nothing to do with anyone else.  The Interim Board must sit down and facilitate the arrangements of these matters as part of their responsibility for the smooth transition the companies will require.  They alone are currently privy to most of this information, they have an authority that is owned by none of them alone but is owned only by them acting together.   It is required that they act as a Board on this matter, to meet, discuss how and when various items will be released.  

...and in conclusion

We are barely days out from the beginning of a series of elections, crucial to the future of Yeshivah and all her community.
The Interim Board has failed to provide reasonable information and assistance regarding processes to voters and candidates in a timely fashion. The Interim Board has failed to provide reasonable and appropriate information to allow candidates to make an informed decision as to the state of affairs at Yeshivah.    

...marcia pinskier

CORPORATIONS ACT, 2001   

SECT 173 - Right to inspect and get copies

SECT 1300 - Inspection of books

SECT 174  - Agent's obligations
                                                                                                      
SECT 177  - Use of Information on registers   (Candidate's rights to communicate with members)