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)

Answer a Puzzle; A New Vote-less Category

Hilary Clinton, Donald Trump, Bill Shorten or Malcolm Turnbull. 

Living in democracies and regardless of their political points of view, they all have a privilege that Yeshivah doesn't appear to believe should be extended to those standing as candidates in elections.

Check out Clause 20.2 - ELECTION PROCESS, same clause in both the CIVL and YBRSL constitutions, for the latest intolerable, infuriating practice.    You'll find (d) smartly and specifically excludes all standing candidates from an entitlement to vote.

Where do I begin???

It's not the first time I've written about the paramount privilege as a member of an organisation being the entitlement to vote.    However once again, something is amiss.  For those willing to step forward and toss their hats in the ring, to contend for leadership in the organisations, for some bizarre reason, we see a newly formed category of vote-less members.

And for those (which millennia are they from?) who still believe that a candidate shouldn't vote for themselves...well if there is an entitlement in both YBR and CIVL to vote for several additional candidates above one position - how is it that a candidate has no right to participate in an election as to who should hold these alternate positions?

Let's not forget the possibility that a candidate will lose altogether - and lets accept it, someone has to. So now we have a nominee who 'gave it a go'.  What was their sole outcome?  They lost all rights and privileges they may have had to contribute at all to the quality of leadership, to who SHOULD be a new member of a particular board!    Hundreds had a say... but not the candidate.  By virtue of their care and concern, these individuals lost all entitlements to contribute to a voice in the leadership of that organisation at all.  If that wouldn't put you off standing, I don't know what would.

                              *                             *                                 *

In the meantime, I have no intention of dropping the baby or the bath-water.   While the bulk of the community seeks to come to grips with the newly established constitutions and the processes required for legitimate investiture of new leadership - there continues to have been no comment by the 'faceless individuals' who have inappropriately designated appointees to the YBRSL Board, in the 'pretence' of being members of the Board of YCL.  

Just how long will it take for these people to get the message that their behaviour is neither tolerable nor acceptable?  This is a community preparing to participate in its first mandated elections and this old, self-serving culture, needs to be done with.  

What about the appointee?  What does this individual think about naming the manner in which he/she was approached?  Nothing like some sunshine to clean out the grime and the slightest whiff of culpability.

...marcia pinskier

Removing Entitlements - A Puzzle

A quickie for readers today.

Elections are done in the U.S. - (I don't think I could bear to reflect on this further), but that can only provide further energy and attention to what's going on in our own home town.

While moving away from the U.S., as promised, I won't be moving away from issues I've been addressing in past blogs, Elections Going Under and Waiting for Answers.  I continue to anticipate that those responsible stand up - or stand down.  It's time for those at fault to do so.

In the meantime, should you have a copy of your constitution in hand, I'm going to be re-visiting what I consider to be the paramount entitlement of membership - the right to vote... discussed previously in Why Be a Member?  

Somewhere in the very comparable extracts below, from the YBRSL and CIVL constitutions is a clause that you can guarantee had me spitting chips - once again disenfranchising members of the community.  (For those who don't have constitutions handy, they can check out the images below).    This problem was discussed with Mr Yudi New prior to the community being informed that there had been constitutional amendments made - for whatever reason this was not considered important enough to likewise be amended... (among a series of other problematic clauses).

But I digress...   the clause is yours to find...  Which is the clause designed to remove entitlements where they should exist?   Further thoughts on this matter?
Happy to receive 'civil' responses at mpinskier28@gmail.com

...marcia pinskier


Extract from the YBRSL constitution:

Extract from the CIVL constitution:

Waiting for Answers

I attended a heart-warming community function tonight.  It's a joy to see how a community can and will come together to celebrate the best of life.    But that doesn't excuse the worst that is still happening.  If it's not addressed we'll all be stuck with what we've been fighting to see the back of.

While there seems to be (sadly enough) a constant and fresh focus to regularly turn my attention to, I was quite serious when last I wrote:    

'The community will not be so easily fooled and deserves to know - Who believes they had the misplaced authority to appoint individuals to community boards in the name of YCL?'

I've indicated that this is NOT a question that will go way - and I for one am not going to walk away from it.  

I'll say it again and will continue to do so.                                                                                      

What is the MOST important transition that has occurred for members of this community?  What is the MOST important change to which past leaders have finally been compelled to concede?

Prior to the Royal Commission there was no membership in the community companies/organisations.  Without membership in a company/organization there were no rights, no entitlements.  You could complain, reach out (as hundreds did) and seek advocacy or relief - but the reality was that without membership individuals had no rights whatsoever.    For all the bad behaviour, there was nothing to compel committee members to respond.  They weren't obligated to pay attention to anyone, should they choose not to do so.  School parents, victims of sexual abuse, families of the abused and others across the community who looked to leadership for connection, engagement and support shared a repeated experience...they were disregarded or ignored.   An example of poor leadership values but in the circumstances, you didn't have the rights of a member and that was the end of the matter. 

It should be clear, emphatic and unequivocal - times have changed.  Yeshivah has been waiting almost two years for compliant constitutions.  With compliant constitutions and an election and leadership process that should be undertaken in line with this compliance, the community will source their leaders in a transparent fashion.  Or so we should be entitled.

The constitutions, for all their flaws, are documents that protect the rights of their members.  They protect the rights of this community.  They place legal obligations on those in positions of authority.  And they enable those who have abused authority, whatever their position, to be held accountable.

So I will return to my question as I have no intention from resiling till I see it addressed on behalf of the community.  Who is presuming to appoint individuals to Boards in the name of a yet to exist company?   Who still believes they own this community?  Who still believes they are living in olden times and that everything will go away if heads are buried in the sand?

...marcia pinskier

  

Elections Going Under

I've been advised by some to have more of a sense of humour when I write and by others to come at my writing with a baseball bat.  One settles into one's own rhythm and perspective for whatever the subject I might be exploring.  Today it would have to be humorous, priceless, uproarious even, if it wasn't downright objectionable.  I'm somewhere between the baseball bat and the ridicule I suppose.

There's been an ongoing call to explore the constitutions and how they associate, how the three organisations intertwine. There's plenty of material to go with there. Today's subject?  How do some of our appointees become members of the YBRSL Board?
Just one quote from Constitution-land today - (YBRSL)

19.1(b)(iii)'...one person appointed by the interim board of YCL such appointment to be ratified by the first term board of YCL...'

I'm called back, once again, to correspondence coming out of Yeshivah Centre that seems to wave all sorts of red flags on this matter.   A serious concern.

Though it was pretty much understood, it was confirmed on Sunday evening at a Yeshivah meeting for prospective directors (here we go again) that Yeshivah Centre Ltd (YCL) has not yet been registered.   It doesn't exist, it has no Board, it has no members of a Board able to make any appointments to any other Board, (or anywhere else for that matter).  Let's not forget that key piece of information

In correspondence today, (did I say "here we go again?"), Mr Yudi New advised the Yeshivah community of a number of Board appointments to the new boards.  He advised that the 'former Trustees and YCL have finalised their appointments to the boards of CIVL, YBRSL and YCL (when registration is approved).''  I'll note my pleasure at confirmation from Yeshivah, in writing, re my own commentary, that YCL has as yet to be registered.

So what does this offer for the YBRSL Board?  The letter doesn't distinguish who is responsible for placing which individual. We see three listed appointments, not specifically allocated to anyone, whether Trustee or YCL.  Chaim Kingsley, Daniel Houseman and Ayala Bekker, who will presumably fill the three places as allocated in the YBRSL constitution.  Two of them nominated  by the Trustees.  OK, that seems fine enough.  One of them, apparently appointed by the interim board of YCL.  

Now according to the YCL constitution that has been distributed to the community, the YCL Interim board is established for the 'interim period prior to the commencement of the First Term.'  Just for clarity, that's the period prior to the first annual general meeting 'which should take place within three months from the date of registration of the Company...'.   So the Interim Board is very specifically in operation between the Registration of YCL and it's first Annual General Meeting.
Yes, I think we've covered the fact that the Company HASN'T been registered, so there is no  YCL company, much less a YCL Board, interim or otherwise, in existence.  

Which brings us to the point of the exercise.
This is barely a minor matter.
Presumably, the purpose was to wipe the slate clean and transition to accountability and transparency.  Unless the community is provided with a series of names of the individuals who have taken it upon themselves to presume to an authority and role they do not have, in placing individuals into Boards in this fashion, we can all pack up shop and go home.

Personally, I hold the importance of these community elections as momentous.  Nonetheless, they cease to be of any value if it becomes apparent that this is just to be 'more of the same... nameless faces behind closed doors instilling  their preferred choices to maintain their presumptive power to run communal organisations.'  These shameful deeds should have by now been well and truly done, leaving thousands of members of the community, as they have in the past,  disenfranchised.  

The community will not be so easily fooled and deserves to know - Who believes they had the misplaced authority to appoint individuals to community boards in the name of YCL?  Whoever has been involved in this needs to move on.
The time has come and gone for these actions.  This is NOT a question that will go away.

...marcia pinskier 

Royal Commission seeking Further Submissions

When I opened this blog a month ago, I referenced the Royal Commission into Institutional Responses to Child Sexual Abuse, Case Study 22, which took place in early 2015.  Eighteen months have passed since the case study that examined the history and situation of Yeshivah Melbourne.  Today the Royal Commission issued a Release seeking further submissions about a number of religious institutions, one of those named is Yeshivah.  

It's so disappointing that 18 months down the track Yeshivah continues to be an organisation of interest to the Royal Commission.   That the Royal Commission deems it appropriate that Yeshivah be included in a list of organisations where further submissions and additional public hearings are required.

By now we would have hoped for a Renaissance in governance, policies, in child safety; the Royal Commission appears as yet to be convinced.

The Royal Commission has made it clear that they have a continued interest in factors contributing to child safety and abuse, but before these matters can be resolved, they wish to examine activities and responses of institutions to relevant case studies and case study reports.  

So what have you seen happening in the last 18 months?

I share this media release today because I encourage and support the choice that any individual might make, even at this late stage, to respond to the call of the Royal Commission and and provide a submission with relevant information that would support the work of the Royal Commission and the eventual safety and prevention of child sexual abuse in any religious institution.

...marcia pinskier

Even Less Confidential

What do we want when we think about this Election Process?

Different people will tell you different things.  I'm probably going to keep coming back to the fantasy of an accountable process that rings with transparency.  And if I can't have that, I'll make do with a process being undertaken in line with the constitutions.

But of course we don't all get what we want in life.

I don't know what they are prioritising at Yeshivah when they think about what would make an ideal election process for the community.  As we are all seeing (in the not very confidential) letters and emails, 'Confidentiality and Anonymity' seem to be front and centre in lots of their conversations and correspondence.  They just can't give us enough.   Maybe the problem is that they just can't get any themselves.

We all know that prospective directors were all asked to sign confidentiality agreements and had further emails waved in their faces the day after they did so, threatening them should they breach the anonymity of others who attended the meeting.  

One should ask - did the representatives of Yeshivah sign any confidentiality agreements?  Did Mr Yudi New, Mrs Nechama Bendet, Mr Kagan and Rabbi Smukler put pen to paper?  Should it matter?

Well, I suppose so, in light of the fact that just a little earlier this evening an email came out from the Yeshivah Centre to some 50 recipients.   Recipients of the email were apparently all the prospective directors to date.  All were listed on the 'cc' line and clearly visible to each other.  OK, that seems to qualify as a breach of anonymity.

How could such an event happen in light of the  correspondence from Yeshivah Centre, 28 October, calling for 'an abundance of caution'?  Was this an unfortunate mistake?  Mechanical error?  Conspiracy theory?  Of course what springs to mind is, between conspiracy and incompetence, go for incompetence every time.

Perhaps we should all remember the further words advising that 'should it come to my attention that confidentiality and anonymity has not been maintained, I may need to make a recommendation to the directors in relation to the suitability of that person's candidacy.'

I imagine that the identities of every one of these nominees, whether they go forward or otherwise will be circulating freely by the time I wake up in the morning.  News of the list arrived from multiple directions on my server in a matter of minutes.
I suspect the list will be doing the rounds by the time I sit down to my morning cup of tea tomorrow.  I wonder, while the Director's drink their tea, whether in light of confidentiality agreements and previous correspondence they will be giving consideration to anybody's suitability for the job they might be doing - whether candidates or otherwise?

...marcia pinskier