Composition of the Interim Board

I believe we should write to the people who were voted for in the first election and invite them to take the position.

They will immediately be required to run an election where the community can go through the full election process for all seats.

However I think it will also offer good will to a group of people who are undeniably major assets to the community - and not just in operational experience and knowledge - but more importantly; in their understanding of the principles and culture.

An election will occur regardless, so it's more of a symbolic action than anything else. But I think it's the right thing to do. Consider this: nobody on the Interim Board can be officially elected. That was the exact argument used to claim that the previous election should not be officially binding.

Personally I can't see any moral reason not to make the offer, but I expect we'll need some discussion on this so I opened a thread rather than a proposal.

I think it's a nice gesture of good will

I would need to get an idea how long this board would sit before calling an election? For now I would prefer to see a fresh drive for new members and calling a fresh election which would begin as the board from day one

They resigned of their own free will though. Had they been able to grasp the due-process and probity issues - like the misleading and premature calling of an election prior to drafting anything like a draft constitution defining anyone's eligibility to participate, had they not drafted a secret constitution, and had been able to peacefully negotiate and navigate the reasonable concerns that arose when the secret constitution was discovered I might countenance this idea. But that is not what happened. By writing themselves into the secret constitution they confirmed that there was no genuine expectation that the foundation meeting could take any new factors into account that the membership might have decided rendered them unfit to lead by the time the entity was actually registered. They did not follow the steps set out in the Terms of Reference. And they quit. What is preventing them from nominating themselves again like everybody else will? If pride gets in the way of them doing that it isn't our problem. Why would we advantage a group that behaved so problematically? We have no idea who will nominate after all these years.

And what Madeline wrote.

I think a reasonable option for this important transition step could involve either a TOR under the REC Constitution, or a part of the new constitution, that allows the current Restructure Committee to act as an interim management committee that covers the minimum level of officer roles required in order to register the entities. The TOR could set out explicit duties like 1. Register the companies 2. Register for GST and TFN 3. Establish the member register and call for members 4. Open bank accounts 5. Lodge ACNC application 6. Organise the election of the inaugural Boards 7. Sign the transition agreement with REC (needs more thought) . The TOR or section of the new constitution (or both) could limit the decision making powers so there is no confusion that this is a de-facto Board. The companies would not be allowed to trade under the interim committee for example. There could be a time limit for this committee to act on behalf of the companies.

I agree with everything here

Well the really interesting thing in all of this is that I think both entities have to form (ie be registered for incorporation) one after the other and not both at once.

I would imagine the Cultural Org is the first and only org to form out of a foundation meeting process and then it's Board goes and registers the Operations Org after that, as one of it's first duties.

This is because the OO is a subsidiary of the CO, where the only member of the OO is the CO, where it's Town Council (AKA Board) is appointed by an election of the CO members, which logically could only be conducted after the CO is registered and up and running, via it's constitutionally legitimised membership.

We need Moore's legal advice on this, as I have a feeling they can't be registered together.

Although, at the foundation meeting of the CO, the constitutions for both org's are fully prepared and ready to go & viewable to all the prospective members and attendees.

If my speculation works out to be the case, then the focus is on the steps and process of establishing the CO and who emerges from the foundation meeting (held before the registrationof of the company’s constitution & it's incorporation by ASIC).

It's OK if the names of the initial Board Members are listed in the Constitution, although how this group of names is arrived at, for inclusion, needs to be done in the most open and process driven way.

With that said, I personally think that it's a more humble gesture to leave names out of the constitution, where including them isn't particularly necessary.

So the names arrived at, through the foundation meeting process, who are to be on the first registered Board, don't need to have their names included in the actual constitution.

The manner by which these people emerge, could be by the foundation meeting making an appointment, or alternately, deciding to conduct an election from the prospective members.

Obviously this didn't occur in the past, where it's been historically documented, that at the time of the formation of the Vision Group in Oct/Nov 2019, which was an informal body created and operated outside of the REC Org, it was tasked with forming a constitution or couple of constitutions, where a secret drafting process occured, which came to light when the Draft 3 Constitution was made available to the REC Org by the Prolegis lawyers in Jan 2020.

The secretive work being undertaken that resulted in this Draft 3 constitution was contrary to the Vision Group's own Terms of Reference that outlined its required process.

This activity of secretly drafting this Constitution, was also contradictory of the Vision Group's own Constituonal sub committee, embarking on the constitutional drafting recommendations for the Vision Group, which was its parent committee.

This was enacted by a secret inner group operating within the Vision Group.

This inner group was also made up of what were called the reserved Board members, who were the successful candidates of the election staged by the Vision group and funded by the REC Restructure Committee to be the Initial Board Members of the new entity or entities.

It appears this secretive group was hell bent on pushing things through and bucking all process, at all cost, just to get what they thought was needed to get done.

Their thirst and desire for sheer haste, out stripped the requirement for abiding by their Vision Group's own agreed process.

This was very non-doer, as doers working in organisation environments, are crafted individuals at respecting and working through due process, when required, to produce meaningful and consensually agreed outcomes.

We certainly never want to see a repeat of this and despite all the discomfort created from it, we have to learn from it.

So in whatever way we move forward, we need to do it right and together, where if those who behaved poorly in the past, with respect to bucking due process, wish to re-join with those moving forward, they are always welcome to do so, on the simple proviso that they recognise their past miss-doings and openly apologise for pushing things too fast and out of step, ignoring the required care and consideration in these types of organisational matters and processes.

In consideration of all my commentary above, I like the idea of the REC Restructure Group being the first Board of the Cultural Orgsnisation or a main part of the first Board.

Where after the CO's registration and incorporation, it's Board registers and incorporates the Operational Entity subsidiary and appoints the current REC Town Council as it's first Interim OO Town Council, where down the track elections are held from the CO membership for rotating positions on the OO Town Council according to the OO Constitution.

Are we naming the cultural org as a "parent org" in any of the constitutional documentation? What is the exact phrasing that we are using to establish their connection? I agree that the cultural org needs naming first. If anything, it may be easiest for us to be the interim board, much akin to the last interim board that was named however they were voted in. Q's we need to ask: do we need to ask the community if they would be ok if we are the interim board? *set up roadmap to voting board members in

Technically the CO is the parent org to the OO, when the OO is registered as a subsidiary.

I think I get what you're saying, though struggling a bit at the same time.

The post I've placed isn't about the naming of the CO or how the relationship between the CO and the OO is defined and named as such.

Also, regarding the voting, I think there is enough info out there to form the understanding that the 2019 election run by the Vision Group in electing prospective Board members, which I think they made up the title as reserve directors, happened well before an entity was even registered with ASIC and incorporated.

It also happened without going through the process of having a formation meeting for a new entity or group of proposed entities.

This would be the distinguishing difference of the approach being proposed.

Because the election and forming of the Vision group didn't come out of any formation meeting process, you could assume they entirely jumped the gun here, becoming yet another horse before the cart moment.

When I emailed you before the 2019 Burning Seed summit, I was attempting to provided you with some insights of this.

Particularly trying to convey that the elected Reserve Board members had zero authority to act or meet as directors in the Vision Group's terms of reference, where they were equal to all and every other member of the Vision group, which was formed from active members of the prospective membership group, where they had no constitutional authority to act like a board before registration and incorporation of the entity.

If hypothetically, the entity did get registered, at some later date, then yes you could say the Reserve Board members would have then become the first (Interim Board) from the date of registration and incorporation of the entity. To outline it that way would be quite satisfactory.

You're absolutely right that any propositions here ideally would gain the strongest support if the broader the community was asked if they would be ok if we are the interim board proposal? *set up roadmap to voting board members in.

So when the REC Restructure Committee is 100% clear on the way this Roadmap looks it would be fantastic to put it out to the Prospective Members Group and the broader lists for their approval, for later incorporation and approval at the formation meeting of the CO.

That is certainly a big learning from the fiasco of 2019/20 and would bring everybody on board.

The more I think about the knowledge that the REC Restructure Committee has to carry though to the forming CO is a very strong argument for proposing this and give really good continuity of all the proposed arrangements at the get go.

Names do not necessarily need to be on the constitution, however they do need to be on the registration documents, and need to be lodged, in this case, with the ACNC (for the cultural org). Our names (or whomevers are chosen as the interim board) can be removed once the actual board is voted in.

New directors of an ASIC registered company will now have to also have their registered Director IDs. The process, as I understand it, without hearing Moore's legal advice, is that the company is firstly registered and incorporated with ASIC.

Once this is done the Board of the company then registers the company with the ACNC.

If it is successful with its registration with the ACNC its Board members are then entered manually into their portal by the registered organisation as 'Responsible People' (Not to be confused the ATO Definition of Responsible People).

From that point on only the ACNC portal needs updating and they handle changes to it (over time) with ASIC for updates to the Director details held with ASIC.

Now this is the theory, although how this plays out in practice is to be seen.

Names don't have to be in the Constitution. And shouldn't be.

Once this is done the Board of the company then registers the company with the ACNC.

If it is successful with its registration with the ACNC its Board members are then entered manually into their portal by the registered organisation as 'Responsible People' (Not to be confused the ATO Definition of Responsible People).

From that point on only the ACNC portal needs updating and they handle changes to it (over time) with ASIC for updates to the Director details held with ASIC. *WE have to register with ACNC, no one does this for us. The names put forth as "interim" or "committee" are taken as such and entered into the register by the ACNC. It is up to us to change them, our status and anything else that happens within the org from our point in incorporating and applying to the ACNC as a charity. They do not do the follow up for (you) - the org is responsible for it's upkeep. I speak from first hand experience

I agree that no names should be in the constitution/s. The sole purpose of this interim committee idea is to implement the necessary steps to get the things registered. It should have a very short time limit - 6 months max should be adequate?

I actually wonder if the Interim Committee should be formed as a sub-committee of REC with a new TOR? That allows us to place clear rules around the thing and manage expectations. @King Richard ( king.richard.bma@gmail.com )

The opportunity to be come a Board member (after the interim) should be an inclusive event, without contingencies such as apologies. The inclusion will follow the black and white dictated by the constitution, e.g. who is eligible.

Yep. I'll support nothing but election for the first real board.

Really - even if a applicant has been convicted of unforgivable crimes 🙂

For the interim board - absolutely. It doesn't matter. They'll be replaced by the elected board member immediately.

So are you suggesting the people who's names go down on the registration documents for ASIC, at the time of submitting them for incorporation of the entity, are the group of people who then become the first Interim Board (at the time of Incorporation and onward), who are tasked with the sole duty of calling an election immediately, where they all resign and all positions are open for election?

Yes - this is understood according the proposed steps you are suggesting.

https://www.irwinlegal.com.au/law-advice-wa/directors-duties-honesty-and-good-faith/

I want to flag that the first board will:

1. Not have their names recorded in the constitution

2. Not be a real board. Their only purpose will be to satisfy legislative requirements and run the first election so that the real first board can commence.

I'm happy for RC members to make up the temporary board - it can be as meaningful or symbolic as we want (including not at all).

I'm much more interested in getting an agreement so we can move into execution.

This answers my question above: "So are you suggesting the people who's names go down on the registration documents for ASIC, at the time of submitting them for incorporation of the entity, are the group of people who then become the first Interim Board (at the time of Incorporation and onward), who are tasked with the sole duty of calling an election immediately, where they all resign and all positions are open for election?"

I would like to raise whether a possible 3rd duty of this first interim Board, before the Elected Board is established, is to register the Operation Entity subsidiary (OO) [if legal advise confirms establishment of the OO has to be done this way, after the incorporation of the CO] and appoint the current REC Burning Seed Town Councillors to the OO's Town Council (AKA Board).

If all the positions allotted on the OO's Town Council (AKA Board) are unable to be filled, then any vacant positions will be elected by the members of the CO at their first upcoming election.

This will allow any vacant positions to be advertised to the membership and nominations sought.

The reason for ensuring the current Burning Seed Town Councillors transition over is purely to maintain continuity within the event, although their positions will eventually come up for election via the rotation of positions method outlined in the OO's constitution.

I'm quite open for thoughts on this.

Agreed 💯 with Sam. It is not necessary to have names in a constitution, but rather in a registration doc which can be changed with the regulatory office when need be. I am in favour of the stipulations that Madeline has raised above and these need explored and voted on asap in my opinion.

OK all - picking up this thread now that we are ready to form this important next group! I need to sort my admin login out to invite the agreed members (non-REC TC and RC) to this thread so we can nut out the terms and get a prop over the line.

FROM MIUTES OF RC MEETING 7/2/2023: Motion to approve the formation of an Interim Committee to act as the Board of Sunburnt Arts and the Operational Entity for the purpose of the  establishment and implementation of  initial critical tasks and agreements for both entities. This Interim Committee is to be composed of the current members of the Red Earth City Restructure Committee (aka Burning Seed Restructure Committee, BSRC or RC) and the Burning Seed Town Council who are not members of the Red Earth City Pty Ltd Board or Executive. This Interim Committee will have a limited  time frame and scope of responsibilities outlined in the Sunburnt Arts Interim Committee Terms of Reference. 

1. MF motion

2. LS 2nd

3. Unanimously passed

I'm ok with this name, but have been so focused on the other entity that I cannot remember if another name has been fleshed out for events (has there)? And if not, can we name it? Happy with keeping it simple (Sunburnt Events)