Loomio
Wed 2 Jan 2019 8:51PM

what do Loomio votes mean?

DC Dean Cameron Public Seen by 145

several votes have expired and in some cases without dissent but with less- than half of the ELF members participating. How do we consider these votes. Do they represent a legitimate ELF consensus vote? The bigger question is why are half or more people so disengaged or disinterested in participating??

P

pospi Fri 4 Jan 2019 3:07AM

I should say that we don't consider them consensus votes; we re-vote on the matters which have not passed our 75% quorum to legitimise them across the group.

MK

Monique Kurdian Sun 6 Jan 2019 9:05AM

Fair enough. Maybe we discuss how this platform is working for everyone at the next face to face meeting.

DC

Dean Cameron Sun 6 Jan 2019 10:47PM

ELF constitution does allow for electronic votes. So there is no reason this should require a vote at a face to face meeting in addition to an "ELF Loomio meeting". Any Loomio proposal and discussion is considered an ELF electronic meeting as we can so rarely get a face to face meeting together. A quorum for an ELF meeting is 50% of members plus 1. Based on the Loomio history thus far it seems like we will usually get that level of interest in most votes to meet these constitutional criteria. My personal view is that if members don't consider that their attendance at an "ELF Loomio meeting" is important and we have a quorum who do vote then it is considered a legitimate vote if we have consensus. If we don't reach consensus then a new vote is flagged either on the same proposal or a new proposal refined based on the ELF Loomio meeting discussion. if the next vote a week later is passed with the required 75% majority it is a legitimate ELF decision based on what we agreed on in the constitution

DC

Dean Cameron Sun 6 Jan 2019 11:18PM

Based on the constitution if there is not a quorum present for a meeting then the meeting is held over for a week. In this case, the same proposal would be put and a new vote required or the deadline to vote extended by one week and the digital cat herder tool (Check tool) used to prompt a quorum of members to vote. in our case so far we now have 9 ELF members. Some of these are not yet participating/invited to Loomio so we need the secretary (Sam) to monitor the member responses and invite them to participate in the Loomio meetings and create a vote to accept them as members. (Monique may need to share edit rights for the membership form with Sam)

DC

Poll Created Sun 6 Jan 2019 11:24PM

that Loomio proposals be considered proposals at an ELF general meeting and the same voting rules apply. That discussions be considered official minutes of electronic meetings and votes be considered official votes on a proposal. Closed Sun 13 Jan 2019 11:02PM

  1. Meetings of members 4.1. Annual general meeting 4.1.1. Subject to the Act, a general meeting must be held at least once in every calendar year and within the period of five (5) months after the end of the financial year at such time and place as may be determined by the Directors to be called the “Annual General Meeting”; 4.1.2. Meetings of the Company other than the Annual General Meeting shall be called “general meetings”. 4.1.3. The business of the Annual General Meeting may include any of the following, even if not referred to on the notice of meeting: 4.1.3.1. the consideration of the Annual Financial Statements, Directors’ Declaration and Directors' Report and Auditor's Report or Financial Review; 4.1.3.2. the election of Directors; 4.1.3.3. the appointment of the auditor if required; and 4.1.3.4. the fixing of the auditor’s remuneration.

4.2. Convening general meetings
4.2.1. A general meeting may only be called:
4.2.1.1. by a Directors’ resolution; or
4.2.1.2. in accordance with a Members’ requisition under the Act; or
4.2.1.3. as otherwise provided in the Act.
4.2.2. The Directors may change the venue for, postpone or cancel a general
meeting, provided that if the general meeting was not called by a
Directors’ resolution or was called in accordance with a Members’
requisition under the Act, then it may not be postponed or cancelled
without the prior written consent of the persons who called or
requisitioned the meeting.
4.3. Notice of general meetings
4.3.1. A notice of meeting of Members shall specify:
4.3.1.1. the place, the day and the time of the meeting (and, if the meeting
is to be held in two or more places, the technology that will be
used to facilitate this);

4.3.1.2. the general nature of the business to be transacted at the meeting;

and

4.3.1.3. such other information as is required by clause 249L of the Act.
4.3.2. The Company may hold a meeting of its Members at two or more venues
using any technology that gives the Members as a whole a reasonable
opportunity to participate.
4.3.3. Subject to the provisions of the Act relating to agreements for shorter
notice, at least 21 days notice must be given of a meeting of Members.
4.3.4. Notice of every meeting of Members shall be given in the manner
19

authorised by clause 6.10 to:
4.3.4.1. every Member and to every Director; and
4.3.4.2. the auditor for the time being of the Company.
4.3.5. No other person is entitled to receive notices of meetings of Members.
4.4. Chair of general meetings
4.4.1. The Chair shall preside as chair at every General Meeting.
4.4.2. If there is no Chair or the Chair is not present within fifteen (15) minutes
after the time appointed for the holding of the meeting or is unwilling to act
for all or part of the meeting, the Deputy Chair will chair the meeting.
4.4.3. If the Deputy Chair is not present or is present but is unwilling to act for all
or part of the meeting, the Members present shall elect one of their
number to chair the meeting (or part of it).
4.5. Quorum for general meetings
4.5.1. No business shall be transacted at any meeting of Members unless a
quorum of Members is present at the time when the meeting proceeds to
business.
4.5.2. A quorum of Members for a meeting is:
4.5.2.1. If there is only one Member, that Member; or
4.5.2.2. a number equal to half of the Members plus one and if that
number is not a whole number then the nearest whole number
above shall be the quorum.

4.5.3. For the purpose of determining whether a quorum is present, a person
attending as a proxy, shall be deemed to be a Member.

4.6. Adjournment of general meetings
4.6.1. If a quorum is not present within fifteen (15) minutes from the time
appointed for the meeting:
4.6.1.1. where the meeting was convened upon the request of Members ­

the meeting shall be dissolved; or

4.6.1.2. in any other case:
4.6.1.3. the meeting stands adjourned to such day, and at such time and
place, as the Directors determine or, if no determination is made
by the Directors, to the same day in the next week at the same
time and place; and

4.6.1.4. if at the adjourned meeting a quorum is not present within fifteen
(15) minutes from the time appointed for the meeting, then the
meeting shall be dissolved.

4.6.2. The chair shall adjourn a meeting of Members from time to time and from
place to place if the Members present with a majority of votes that may be
cast at that meeting agree or direct the chair to do so. No business shall
be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
4.6.3. When a meeting of Members is adjourned for thirty (30) days or more,
20

notice of the adjourned meeting shall be given as in the case of an
original meeting.
4.6.4. Except as provided by the preceding paragraph, it is not necessary to
give any notice of an adjournment or of the business to be transacted at
an adjourned meeting.
4.7. Voting at general meetings
4.7.1. Votes should be viewed as merely a default last resort mechanism to
incentivise and promote good faith consensus decision making.
4.7.2. At any meeting of Members where consensus can not be reached on a
resolution it will be put to the next meeting where a consensus decision
will again be attempted. If consensus can also not be reached at this
meeting the resolution will be put to a vote. The vote shall shall be
decided on a show of hands unless a poll is demanded (before a vote is
taken or immediately after the declaration of the result of the show of
hands) by at least 75% of the Members present in person or by proxy.
4.7.3. Unless a poll is so demanded, a declaration by the chair that a resolution
has on a show of hands been carried or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the book
containing the minutes of the proceedings of the Company, is conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution.
4.7.4. The demand for a poll may be withdrawn.
4.7.5. If a poll is duly demanded, it shall be taken in such a manner as the chair
directs and unless the meeting is adjourned, the result of the poll will be
deemed to be the resolution of the meeting at which the poll was
demanded.
4.7.6. A poll demanded on the election of the chair or on a question of
adjournment shall be taken immediately.
4.7.7. Subject to any rights or restrictions for the time being attached to any
Member:
4.7.7.1. at meetings of Members or classes of Members each Member
entitled to vote may vote in person or by proxy or attorney or
representative; and

4.7.7.2. on a show of hands every person present who is a Member or a
proxy or representative of a Member has one vote, and on a poll
every person present in person or by proxy or attorney or
representative has one vote.

4.7.8. If the membership is held jointly and more than one such joint Member
votes, only the vote of the Member whose name appears first in the
Register counts.
4.7.9. If a Member is of unsound mind or is a person whose person or estate is
liable to be dealt with in any way under the law relating to mental health,
21

his or her committee or trustee or such other person as properly has the
management of his or her estate may exercise any rights of the Member
in relation to a meeting of Members as if the committee, trustee or other
person were the Member.

4.7.10. A Member is not entitled to vote at a meeting of Members unless all sums
presently payable by the Member in respect of the Company have been
paid.

4.7.11. An objection may be raised to the qualification of a voter only at the
meeting or adjourned meeting at which the vote objected to is given or
tendered.

4.7.12. Any such objection shall be referred to the chair of the meeting of

Members, whose decision is final.

4.7.13. A vote not disallowed pursuant to such an objection is valid for all

purposes.

4.7.14. Special purpose sub­projects can have case by case agreed percentage
voting rights for that project biased towards the funders or key person
contributing energy (ie those with the biggest vested interest in its
outcome)
4.7.14.1. For example if a vote is required on issues around development of

someone's individual LifeBubbles space (a dwelling or
orchard/garden) then the sub­project funder/manager may have a
vote in relation to that subproject that represents the percentage
stake agreed in the lease agreement that they have in the
subproject.

4.7.14.2. A Lessee may have negotiated to have the majority stake in a
sub­project, taking into account the value of the land and
infrastructure contributed by ELF for example.

4.8. Proxies
4.8.1. A Member who is entitled to attend and cast a vote at a meeting of
Members may appoint a person (whether or not a Member) as the
Member’s proxy to attend and vote for the Member at the meeting.
4.8.2. An instrument appointing a proxy shall be in writing under the hand of the
appointor or of his or her attorney duly authorised in writing or, if the
appointor is a corporation, either under seal or executed in accordance
with the Act or under the hand of an officer or attorney duly authorised.
4.8.3. An instrument appointing a proxy may specify the manner in which the
proxy is to vote in respect of a particular resolution and, where an
instrument of proxy so provides, the proxy is not entitled to vote in the
resolution except as specified in the instrument.
4.8.4. An instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.
4.8.5. An instrument appointing a proxy shall be in the form or in a form that is
22

as similar to the form in Appendix 2, as the circumstances allow:
4.8.6. An instrument appointing a proxy must be deposited at the registered
office of the Company:
4.8.6.1. not less than forty­eight (48) hours before the time for holding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote; or

4.8.6.2. in the case of a poll, not less than twenty­four (24) hours before

the time appointed for the taking of the poll,

4.8.7. A vote given in accordance with the terms of an instrument of proxy is
valid despite the death or unsoundness of mind of the principal, the
revocation of the instrument (or of the authority under which the
instrument was executed), providing no intimation in writing of the death,
unsoundness of mind or revocation was made before the commencement
of the meeting or adjourned meeting at which the instrument is used or
the power is exercised.

Results

Results Option % of points Voters
Agree 100.0% 4 T P NH S
Abstain 0.0% 0  
Disagree 0.0% 0  
Block 0.0% 0  
Undecided 0% 5 DC RW AL MK DU

4 of 9 people have participated (44%)

P

pospi
Agree
Tue 8 Jan 2019 6:25AM

Agree that the voting particulars of Loomio should be governed by the constitution. I don't think much of the above other than 4.7 applies to Loomio, though?

P

pospi Sun 13 Jan 2019 12:27AM

@deancameron can you please edit the proposal body to link to the relevant section(s) of the constitution, rather than having the full text clogging up this page? (: