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.
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.
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???
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.
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.
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.
...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
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)
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)
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