Member Code of Conduct
BurningSeed Restructure Stakeholders PublicSeen by 14In most member based organisations the constitution has a section regarding disputes between members and how they are to be managed. Having a Code of Conduct in place that is referenced in the constitution, but as a policy outside the constitution itself can assist in the management of expectations among members. It also means that changes can be made to the Code by defined democratic processes that are simpler than changes to the constitution itself (at a general meeting for example without having to update ASIC/ACNC that the constitution has changed.)
For example, by agreeing to a published Code of Conduct each time they renew their membership, members commit to a framework of behaviour that maintains a status quo for their eligibility. This allows committees of management to remain focused on the business of the not for profit company, without the time consuming distractions that can flow from conflict between members. A Code of Conduct also sets the standard that inform the culture of the organisation. We have the 10 Principles of Burning Man but the interpretation of them may not be specific enough to bind members to conduct that supports the Purposes of the organisation.
What could this look like?
https://kiwiburn.com/about/the-organisation/conduct-committee/ webpage for Kiwiburn Conduct Committee.
Its interesting that in the Constitution of the NATIONAL ROADS AND MOTORISTS’ ASSOCIATION LIMITED (ACN 000 010 506) A COMPANY LIMITED BY GUARANTEE
They have rule requiring the Board to establish a Code of Conduct:
13 Powers and duties of directors - 13.4 Code of Conduct - Page 26:
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13.4 Code of Conduct
The directors must:
(a) adopt a code of conduct for directors; and
(b) periodically review the Code of Conduct in light of the general principles of good corporate governance.
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This highlights the need for a code of conduct to not only apply to the membership of the organisation pertaining to the behavior members, there is also a specific need for a code of conduct for directors in upholding good corporate governance.
Our Community - Code of Conduct - Webinar 12/02/2020
Hi Rec Restructure Committee (All Comms), Vision Group (VG), Vision Group Constitution Team (CT), Burning Seed Town Council (BSTC), BS Restructure Comms (Future of Seed) of & Red Earth City Pty Ltd Directors (REC P/L Board) .
FYI
I attended this 1 hr webinar yesterday at 1pm:
Setting and enforcing rules of play: Code of Conduct
Skye Rose, Practice Leader Ellen Turner, Lawyer
Moores https://www.moores.com.au
Organised by:
Institute of Community Directors Australia https://communitydirectors.com.au
& Our Community https://www.ourcommunity.com.au
The Key points I go out of it were:
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Having a Board develop a code of conduct - Leads by example.
* The Board lives and breaths the Code of Conduct &/or Code of Ethics
* Calls out inappropriate behaviour.
* Training or Information session on code of conduct.
* If there are resources, establish a whistle blowing hotline.
* Monitoring Social Media.
* Have a Financial Management Policy to help prevent Fraud.
* Have a Fraud prevention Policy.
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I asked the following question:
Q. Are there good draft or model Codes-of-Conduct to assist with developing a Code-of-Conduct particularly for volunteer organisations.
A. Need to make sure that it's Tailored to your organisation.
A. Be aware of just picking up another organisations code of conduct.
A. Not to say though, that you can't start with someone else's codes of conduct and tweak it.
A. What's formed has to be:
Fit for your purpose.
Aligned with your values.
Clearly sets your expectations.
A. If you work in Childcare there is one in the - Child Safety Toolkit
A. Generic one on the policy Bank (online free) https://communitydirectors.com.au/tools-resources/policy-bank
Please note generic code of ethics attached.
Code of Ethics https://communitydirectors.com.au/policies/code-of-ethics
A. No one size fits all, no 'off the shelf' template will be appropriate for organisations across the board.
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As a simple start, I feel we need to listen to the advice and take the lead in this area and get a 'Code of Conduct' developed for REC P/L Board and its REC Organisation through a team who are willing to help, separate to other restructuring discussions.
I believe it should be a joint project of the REC P/L Board and the BSTC who should form a team, from themselves and any others in the REC Organisation or the Vision Group who wish to have input.
I know there is a lot going on right now, although it would be remiss of me to not share this information, as there are some imperatives in the greater Australian landscape to be on top of, where at least I have the opportunity to seed the idea, with an approach for developing such a document for the betterment of our community and organisation, which would build a great template and be a transferable document.
[STEPS FOR CREATING A CODE OF ETHICS WHICH COULD BE USEFUL IN CREATING A CODE OF CONDUCT OR BOTH]
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https://www.ourcommunity.com.au/business/view_article.jsp?articleId=1293
But briefly, there are seven steps towards creating a code of ethics:
Find a person to be in charge of the process
It is important to find the right person to oversee the process. Look for someone who is willing and able to do it – possibly a member of your board/committee or a senior staff member.
Gather a team of people who are willing to help.
Make sure the members of the team are interested in the process, can contribute and are representative of all areas of your organisation or business. There shouldn't be a focus on one particular section or department.
Call for submissions on the organisations key values.
Ask other people within your organisation or business for feedback on what they feel is important, needs to be flagged, emphasised or spelled out clearly as part of a code of ethics. Again a wide range of opinion is important, and ensure there is a mention or policy relating back to community business partnerships.
Prepare a draft code or ethics policy.
From the feedback – and discussion of that feedback – your team should be able to build up the framework of a draft code of ethics. Take into account all relevant submissions when doing so, and again ensure the code is one which applies across the whole organisation.
If this is unable to be done, maybe there is a need to produce another code of ethics depending on the department or area involved.
There is also the option of stating that your organisation or business will formally begin operating by this new draft code – showing how seriously you take the issue.
Distribute it around your organisation for comment – and to lawyers for checking.
Once a draft is done, put it out for comment among your group or business. Now is also the time to have lawyers give the draft code a once-over and make sure it is consistent – and not in conflict - with relevant laws and regulations.
But make sure your draft document remains one which is easily accessible and easy to understand – not based in "legalese" or "lawyer-speak"
Review the draft following the receipt of comments.
Naturally if you ask for feedback, take the process of reviewing that feedback seriously.
Also, there may be a number of issues come up which you didn't expect. If so, all the better – as they are issues that can be addressed now before the draft becomes a final product.
If there are significant changes that need to be made, it may be a good idea to send the re-modelled draft out again for comments.
Put together the final code and adopt it.
Go through the process of adopting the code, and make sure its adoption is known by everyone in your business or organisation.
Following that, if there are any procedural changes needed for you to adhere to the code, make them at this time.
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At some stage its recommended to have lawyer look over the document prepared.
Down the track there might be advantage of the REC P/L Board talking to lawyers at Moores, who conducted the webinar, who could provide a quote on what this may cost, to review a code of conduct &/or code of ethics document that's getting developed.
https://www.moores.com.au/agreed-pricing
Kind regards,
Richard Martin
Afrikaburn MOI section about members:
5. MEMBERS OF THE COMPANY
5.1 As contemplated in Item 4 of Schedule 1 of the Act, the Company has two categories of members: voting and non-voting members. Voting members shall each have an equal vote on any matter to be decided by the Members of the Company. Members who serve as a director of the Company shall be non-voting Members for their period of service on the Board.
5.2 The terms and conditions of membership in the Company are the following:
5.2.1 Membership to the Company shall be open to all qualified and interested parties who shall be individuals with professional or other interests in the operational areas of the Company. The majority of the membership (more than 50%) should be made up of individuals who represent the broader AfrikaBurn community and who are not salaried individuals within the operations of the Company (a “salaried individual” is defined as an individual who is paid to work for the company for 7 (seven) or more days a month, or 70 (seventy) days a year, whichever is fewer);
5.2.2 Application for membership shall be made in writing, directed to the Members’ Secretariat appointed by the Board to deal with the administration of Members’ matters for the Company. Salaried individuals may apply for membership, but will only be admitted as Members to the extent that their admission does not result in the number of salaried individual Members exceeding the number of other Members; Afrika Burns MOI 20200320 FINAL Page 4 20-Mar-2020 NGOLAW:NSC
5.2.3 The prospective member/s applying for membership as contemplated in point 2 above shall be appointed by a majority vote in favour, of all eligible votes of the Members. Admission applications by persons who are not salaried individuals shall be processed before applications by salaried individuals, so that the correct ratios may be calculated and maintained. If the number of salaried individuals applying exceeds the number of spaces available for them the election will be conducted as a series of secret ballots, each of which is on the suitability of a single candidate. Candidates that receive a simple majority or more of the votes exercised in their ballot shall be ranked in order of votes received, and the vacancies shall be filled starting with the candidate with the most votes. In the event of a tie where there are not enough vacancies for the tied salaried individual candidates, a subsidiary secret ballot shall be held between the tied candidates. Each voting Member or proxy is entitled to a single vote in this subsidiary vote
5.2.4 Any Member desiring to withdraw from membership may do so by giving written notice of withdrawal. If a Member has withdrawn or ceased to be a Member, they can be reinstated provided all their obligations to the Company have been met and a majority of all eligible votes of the Members votes in favour of their readmission. No Member who has been expelled shall be readmitted without prior approval of the Members in general meeting;
5.2.5 Membership of the Company shall not be transferable;
5.2.6 Membership of the Company shall cease:
5.2.6.1 Upon receipt by the Company, at its office, of notice in writing, (‘writing’ to include notification by email), to this effect from the Member concerned;
5.2.6.2 Upon the issue of a final order of sequestration of the Member concerned;
5.2.6.3 Upon the death of a Member, or upon the Member being declared mentally unstable or incapable of managing his/her own affairs;
5.2.6.4 Upon passing of a special resolution of the Members of the Company at which a quorum is present, provided that the notice convening the meeting shall specify the proposal to withdraw membership from the Member concerned; or
5.2.6.5 Upon failure to meet obligations of membership, as determined from time to time and published in the Members’ Memorandum, and failure to provide a reasonable explanation, within 7 (seven) days of receiving notification of such failure, as to why these obligations were not met.
6. MEMBERS’ AUTHORITY TO ACT
6.1 If, at any time, every Member of the Company is also a director of the Company, as contemplated in section 57(4), the authority of the Members to act without notice or compliance with any other internal formalities, as set out in that section is not limited or restricted by this Memorandum of Incorporation.
7. MEMBERS’ RIGHT TO INFORMATION 7.1 In addition to the rights to access information set out in section 26(1) of the Act, a Member may request further information. This request will not be unreasonably denied.
Gosh. There are a couple of clauses here that are very problematic and while they might be there for practical reasons and make perfect sense to the Board, they read as antithetical to community expectations. This one in particular jumps out as needing an urgent edit and I would oppose a facsimile of this in any new CoC for the new orgs.
Volunteers
Shall, in all business conducted under the aegis of Burning Seed’s Red Earth City’s company and organisation, place the interests of the organisation over their own interests of those of any other person or persons;
I feel like this clause is also contradicting the messaging I hear when discussing Volunteer commitment - self-care is top priority, agency over one's involvement and gifted resourcing is tanatmount. I think this clause does more damage than good.
Red Earth City's Code of Conduct: https://redearthcity.com/about-the-org/code-of-conduct
Shall undertake any training necessary for the performance of their duties;
This also is not very clear about who is determining the benchmarks for training, nor who is paying for said training.
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Shall, in any work carried out for the organisation, follow the directions of their designated supervisors;
Again this is the opposite of the sentiment being communicated in meetings about flattening hierarchy and that the company and its committees' values are about empowering or at least supporting the volunteer corps that the company is entirely dependent upon for its existence, revenue and functioning.
RE: Shall undertake any training necessary for the performance of their duties; I guess, where if it were determine training was required and offered, for a said area or activity, that the volunteer offering to perform duties in the said area, would undertake such training. ie Jill wishes to be a Ranger, where for any new Rangers, there is a developed induction/training program in place, where Jill does this before becoming a Ranger. The people who determine the benchmarks for training would the current group of Rangers, their coordinating team, in conjunction with facilitators (if they are part of the structure) and overseen or possibly signed off by the Town Council.
RE: Shall, in any work carried out for the organisation, follow the directions of their designated supervisors; Quite agree Madeline, this is line of command hierarchy, which is reflective of the Code of Conduct document, which was appropriated from 'Our Community' & Institute of Community Directors Australia. It does seem out of step with all the talk of flat structures etc. Could you please offer a replacement clause, which would best fit in with the approach being sought which tackles the other underlying is issue of responsibility and accountability.
Sure thing! I will have a go though this is 1st draft.
How about:
Shall, in any work carried out for the organisation, to so in the spirit of cooperation, collaboration and collegiality and will perform their agreed duties and tasks to the best of their ability. Volunteers should be mindful that others may depend on them and where one's commitments directly impact another volunteer's ability to perform their duties, due consideration should be given to the collective goals and interdependencies within the organisation.
That's a really good start. In terms of accountability, could some words be added that essentially expresses that the volunteer is directly accountable to the group they are a part of or are working with?
Shall, in any work carried out for the organisation, do so in the spirit of cooperation, collaboration and collegiality and will perform their agreed duties and tasks to the best of their ability. Volunteers should be mindful that others may depend on them and where one's commitments directly impact another volunteer's or group's ability to perform their duties, due consideration should be given to the collective goals and interdependencies within the organisation. Volunteers are expected to support each other and respectfully hold one another accountable to their commitments. Differences should always be worked through as a team. All volunteers, including Town Councillors and Board members can seek resolution support from the RECspect program as a last resort.
Volunteers must at all times obey the law, be honest and act in good faith when participating in Burning Seed and Red Earth City activities.
EXTRACT FROM THE VICTORIAN ASSOCIATION MODEL RULES
3 General rights of members
(1) A member of the Association who is entitled to vote has the right—
(a) to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and
(b) to submit items of business for consideration at a general meeting; and
(c) to attend and be heard at general meetings; and
(d) to vote at a general meeting; and
(e) to have access to the minutes of general meetings and other documents of the Association as provided under rule 75; and
(f) to inspect the register of members.
(2) A member is entitled to vote if—
(a) the member is a member other than an associate member; and
(b) more than 10 business days have passed since he or she became a member of the Association; and
(c) the member's membership rights are not suspended for any reason.
14 Associate members
(1) Associate members of the Association include—
(a) any members under the age of 15 years; and
(b) any other category of member as determined by special resolution at a general meeting.
(2) An associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting.
15 Rights not transferable
The rights of a member are not transferable and end when membership ceases.
EXTRACT FROM THE VICTORIAN ASSOCIATION MODEL RULES
7 Minimum number of members
The Association must have at least 5 members.
8 Who is eligible to be a member
Any person who supports the purposes of the Association is eligible for membership.
9 Application for membership
(1) To apply to become a member of the Association, a person must submit a written application to a committee member stating that the person—
(a) wishes to become a member of the Association; and
(b) supports the purposes of the Association; and
(c) agrees to comply with these Rules.
(2) The application—
(a) must be signed by the applicant; and
(b) may be accompanied by the joining fee.
Note
The joining fee is the fee (if any) determined by the Association under rule 12(3).
10 Consideration of application
(1) As soon as practicable after an application for membership is received, the Committee must decide by resolution whether to accept or reject the application.
(2) The Committee must notify the applicant in writing of its decision as soon as practicable after the decision is made.
(3) If the Committee rejects the application, it must return any money accompanying the application to the applicant.
(4) No reason need be given for the rejection of an application.
11 New membership
(1) If an application for membership is approved by the Committee—
(a) the resolution to accept the membership must be recorded in the minutes of the committee meeting; and
(b) the Secretary must, as soon as practicable, enter the name and address of the new member, and the date of becoming a member, in the register of members.
(2) A person becomes a member of the Association and, subject to rule 13(2), is entitled to exercise his or her rights of membership from the date, whichever is the later, on which—
(a) the Committee approves the person's membership; or
(b) the person pays the joining fee.
12 Annual subscription and fee on joining
(1) At each annual general meeting, the Association must determine—
(a) the amount of the annual subscription (if any) for the following financial year; and
(b) the date for payment of the annual subscription.
(2) The Association may determine that a lower annual subscription is payable by associate members.
(3) The Association may determine that any new member who joins after the start of a financial year must, for that financial year, pay a fee equal to—
(a) the full annual subscription; or
(b) a pro rata annual subscription based on the remaining part of the financial year; or
(c) a fixed amount determined from time to time by the Association.
(4) The rights of a member (including the right to vote) who has not paid the annual subscription by the due date are suspended until the subscription is paid.
Code of Conduct
proposal by Madeline Fountain Closed Tue 28 Jun 2022 11:01PM
To go into the brief to Legal seeking advice before drafting:
The new entities will maintain a Code of Conduct that reflects the Ten Principles of Burning Man and would be considered by a reasonable person to be fair in its dealings with members. The Code of Conduct, like the attached draft example (prepared by Leanna Pugliese and Susanne Parris and subedited by Madeline Fountain) will ensure that members know what is expected of them and that disputes or conflicts that lead to any kind of disciplinary or conflict resolution processes are clearly defined. The Code of Conduct may be an appendix to the Constitution. Any move by the Boards to expel a member on the grounds of behaviour must be justified by documented breaches of the Code of Conduct. Members must have a right of reply and an independent appeals process defined in the Constitution if C o C breaches are invoked as justification of removal from the member register. (This does not include members being removed for inactivity or death).
Results
| Results | Option | Votes | % of votes cast | % of eligible voters | |
|---|---|---|---|---|---|
| Agree | 3 | 100 | 50 |  | |
| Abstain | 0 | 0 | 0 | ||
| Disagree | 0 | 0 | 0 | ||
| Not voted | 3 | 50 |  |
While legal may have some advice about how-to include it in the foundation docs, the principle and intention is well defined here.
Agree to a draft; suggest that there be an event CoC and a member CoC that are included as appendices to the constitution. Member constitution should be inclusive of the entity board(s).
Kiwiburn Code of Conduct Process https://kiwiburn.com/wp-content/uploads/2020/01/Kiwiburn-Conduct-Committee-Process.pdf