Memorandum

From Harvey Bell

Date: 13 August 2019

To: Tony Chapman, Jane Signal

Subject: Manchester House Social Services Inc (“the Society”)

In order to get an understanding of the Society’s legal structure, identifying its latest Constitution (“the Rules”) was required. It was ascertained that the current version was approved on August 2015. [A fully searchable App version can be accessed at here (tap to access).]

Mindful of the change in the “public interest” dynamics when an organisation is well resourced, the first task has been to identify any weaknesses in the rules and adherence to them.

The following is a summary of areas in need of greater scrutiny and where suggested, remedial action:

Membership – analysis

The Community membership currently stands at around 60, a very small representation of the area the Society serves. [Having said that, the need for a majority of members to have signed a resolution proposing a rules change before it can be considered at a General Meeting is a disincentive to increase the membership base to any great extent. Rule 19.2.]

The Rules require a written application (Rule 4.1) to become a member, consideration by the governance body with the determination recorded (the only option is by way of Minute) and then a written acceptance of the application. These details need to be recorded (Rule 4.4).

Continued membership is dependent on membership fees, if any (currently set at zero) being current or no longer that 6 months overdue.

Comment

In anticipation of the Society having access to greater financial resources, there can be no ambiguity about compliance with the rules in relation to those taking part in decision making. This relates to both members at General Meetings and the eligibility of those serving on the Board.

Recommendation:

That the records be scrutinised to ensure that anyone claiming and/or recognised as being a member is so in strict compliance with the rules. If there is any doubt, it may be prudent to contact all those currently deemed as members, asking for their confirmation (this could be done online) and those confirmations are then endorsed by the Board in line with Rule 4.1.

Governance Body: (Rule 9)

The current Rules characterise the governance body as a “Board” that must consist of at least 10 members but not more than 12.

Of these two are required from each of the three churches detailed in the rules. Four members are elected by the current membership with the ability for the Board to appoint up to two additional members (to cover any skill or representation deficiencies). These appointees are not eligible for the chair position.

All elected and Church board members must be members of the Society (Rule 9(h)).

The church and elected positions are for terms of three years while the appointees are for one year, albeit eligible for re-appointment. No elected member “is able to continue” on the Board for more than six years (Rule 9(l)).

Rule 10 prescribes the process for electing members to the Board.

Quorum:

There are three prescribed scenarios relating to Board meeting quorum requirements.

(i) Standard face-to-face meeting – a minimum of five (given the minimum Board members required) or at least half whichever is the greater; (Rule 10.9)

This “at least half” rule also applies to all subcommittees. (Rule 10.11)

(ii) Video-link or teleconference – at least five but not counting the appointed members who have no right to vote for this type of meeting; (Rule 10.10)

(iii) Written Minute – two thirds of members entitled to attend. This means a minimum of seven members (two thirds of 10) or with one or two appointed members, a minimum of eight (at least two thirds of 12). (Rule 10.12)

[Note: this rule seems to conflict with Rule 10.10 in that it also applies to telephone/video meetings but set a higher bar.]

Comment

There are two major important imperatives in these requirements. The first is that each elected or Church nominee Board member must be a member of the Society, having gone through the prescribed process set out in Rule 4. The appointed members do not necessarily need to be members (Rule 10.11).

The second relates to the issue of wanting to make the governance function less cumbersome and more reflective of the community without which the Society is functioning.

One of the changes sought is to reduce to one each the requirement for there to be two representatives from each of the three Churches named in the rules.

While this was to have been changed at the last AGM, the prescribed process (as set out in Rule 19) to change the rules to reflect this, had not been fully complied with. This meant that the vote in favour could only be regarded as indicative rather than authorising the necessary change to the rules. [This however is helpful to the proposal in the recommendation below.]

Recommendation

The general consensus is that it is too hard to try for another rule change unless absolutely necessary. It seems that the current rules allow a pathway to achieve the overall objective of making the governance of the Society less cumbersome and thereby “fit for purpose”.

There are two Rules that are relevant here. The first relates to the Board’s ability to adopt Bylaws (Rule 10.13) and the second its ability to establish Subcommittees (Rule 9(i)). Under Rule 16.11, the chairman of the Society is an ex-officio member of all committees and subcommittees with a right to chair such meetings, albeit is not required to attend all meetings. The importance of this is in relation to the quorum requirements (see above).

Notwithstanding the Rules in relation to the composition of the Board as set out in Rule 9, a compliant meeting could be called for the purpose of establishing some Bylaws.

The suggested Bylaws to be developed would include:

Ø To establish the following Subcommittees with the power to act within the authority given to them in the Bylaws.

[Note: while there will be appointments made to each of the subcommittees, any Board member will be free to attend at any time with reasonable speaking rights (at the discretion of the chair of the meeting) but no voting rights.]

o Oversight Committee – to be responsible for the governance of the Society and monitoring of the other subcommittees.

Committee membership: all elected and appointed Board members plus one representative from each of the three churches:

§ Sub-subcommittees (with four to six members including the chairman)

- Operation Committee in two sub-groups

o Service delivery

o Finance and legal

Committee membership: To be discussed

- Fund-raising committee

o Strategy and planning committee

Committee membership: To be discussed

o Fundraising committee

Committee membership: A well-known local chair and other members of influence representing the wider community, to include Māori and other groups not represented currently

- Ad hoc Committee

Because the full Board is required to establish a subcommittee, this can be “held in reserve” in case needed in the future.

Committee membership: To be determined if activated

Ø To implement the following:

o Unless undertaken at a full Board meeting, delegate authority to the chairman, deputy chairman (or their nominees from the Board on a case by case basis) and one other Board member to nominate (i) up to two appointees to the Board; and (ii) subcommittee members other than ex-officio members specified in the Bylaws SUBJECT TO all Board members being advised in writing and given 14 days to object, with three objections necessitating a full Board meeting to discuss the nominations and vote thereon.

Ø To permit any Board member to nominate an Alternate to periodically attend meetings with speaking rights but without the ability to vote. (If necessary, any Resolution required can be achieved by of a written minute.)

Fund-raising

The catalyst for this analysis and recommendations is the need for the Society to raise additional funding, ideally on a sustainable basis.

The key prerequisites for this are identified as:

(i) Ensuring that the legal framework including the governance arrangements are fit for purpose;

(ii) A strategic review of all the services offered by the Society;

(iii) The development of an “About the Society” pamphlet/booklet mirrored with a web-based presentation to be used in fundraising activities;

(iv) The preparation of a budget (probably a minimum of five years) looking at the funding requirements of the organisation at various levels of service;

(v) The establishment of a “trust account” into which any fundraising proceeds can be deposited for allocation to the Society on a predetermined basis. It is proposed that this account would be under the control of the Fundraising committee.

Sponsorship

It is inevitable that many of the the Society client base have relatives working for one or more of the major employers in the district. These include (not in any particular order) AFFCO, Ovation, the Department of Defence, Regional Council, Mid-Central DHB, Massey University, UCOL, Manawatu District Council, Horizons, PNCC, Fonterra, the CRIs and no doubt others.

On the basis of there being benefit in mitigating pressure in the personal lives of employees by having robust support services in any community, there is therefore a case for discussions about these organisations to consider “partnering” with the Society by way of sponsorship. It would not be unreasonable to believe that something close to $100k pa could be raised in the way.

Conclusion

This has been written for initial consideration by Tony and Jane and if the sentiments are agreed upon, the contents will form the basis of a communication to the Board via the chairman from the subcommittee.

Thoughts and comments welcome.

END