The Bower AGM 2013
Minutes
Saturday 19 October 2013, 2.00pm
StirrUp Gallery
Addison Road Community Centre, Marrickville
1. Welcome and attendance
Active Members Present: Fiona Arnold, John Bartholomew#, Liam Bellamy#, Amanda Buckland, Margaret Carey#, Ruth Catlin, Steve Clarke, Steve Dale, Zachary De Silva Starr#, S. Delaney, Bruce Diekman, Corinne Grant#, Michael Greensmith, Carmel Grimmett#, Bill Hayward, Motra Hayward, David Harris, Lesley Killen, Thuy Le, Patricia Leen#, Laurie Leigh#, Mark McKenzie, Julie Manley#, David Mansfield, Robin Mead, Greg Nabke, Terry O’Brien, Bernard Ollis#. Monica Oppen, Mary Pianka#, Richard Pianka#, Gavin Playford, Lisa Sampson#, John Samuel#, Gretta Sculthorp, Richard Stansfield#, Adam Taylor, Guido Verbist.
Non-Members Present: Nancy Walker#, Lenerd Newleoard (Len New)#
Powers of Attorney:Absent active members who under General Power of Attorney allocated their vote to a member present – Mark Cassone, Menaka Cooke, Maryanne Coutts, Simone Curry, Louis De Silva, Lee Frost, Cleo Gardiner, Claire Gordon, Stuart Grigg, Jennifer Hare, Vicki Lynn, Robert Monson, Anne Noack, Nerida Phelps, Wendy Sharpe, Penelope Starr, Alexander Vine
(# Members & Non-Members present holding Power of Attorney)
Board Members Present: Oliver Bradshaw (Independent), Amanda Buckland, Bruce Diekman, David Harris, Robin Mead (Chair)
Staff Present: Guido Verbist (Co-operative Manager); Richard Stansfield (Member & Services Co-ordinator); Steve Clarke (Business Development Officer), Fiona Arnold, Steve Dale, Greg Nabke.
Returning Officer: Steve Clarke
Minutes: Bruce Diekman, Amanda Buckland
2. Apologies
Members: Michele Margolis, Maaike Pullar & Menaka Cooke
3. Adoption of the Minutes of the 2012 AGM
3A. Motion: Proposed amendment to 2012 minutes- John Bartholomew, Seconded - Liam Bellamy
THAT the word ‘valid’ be removed from item 7-Election of Board Members.
Carried: 33 For9 Against
3B. The Power of Attorney Rule was clarified by the Returning Officer and such votes deemed valid.
3C. Motion: Proposed - Motra Hayward, Seconded - Thuy Le
THAT minutes for the 2012 AGM as presented and amended above be adopted.
Carried unanimously
4. Annual Reports
The following annual reports were presented:
Chair: Robin Mead
Co-operative Manager: Guido Verbist
Acting Treasurer: Amanda Buckland
There were questions and answers about related matters of interest to members.
5. Adoption of the Audited Financial Statement
To receive and consider the financial statements and reports of the Directors and the Auditor for the financial year ended 30 June 2013.
Motion: Proposed - Oliver Bradshaw, Seconded - Motra Hayward
THAT the audited financial statement for 2012/13 be adopted.
Carried: Unanimously
6. Reappointment of Financial Auditor
There were questions and answers on the nature of this year’s audit.
Motion: Proposed - Oliver Bradshaw, Seconded - David Harris
THAT auditors Barton Sellars be reappointed for the audit of The Bower for the next financial year.
Carried: Unanimously
BREAK
At the break, it was revealed that the meeting was being recorded. Many members did not know this. The Manager had permitted a staff member to record the AGM, however this was not broadcast at the start of the meeting nor notified by signage.
A vote was taken and more members were in favour of continued recording than against. However it was advised that the device was already full and unable to record further. The Manager advised he would take responsibility for the recording, potentially use it to confirm the AGM minutes and then delete the file.
7. Other Business
Motions from the Board & Documents for Tabling
7.1 Rules Review
The motion presented by the board with the Agenda was discussed and particulars amended.
Motion: Proposed - Oliver Bradshaw, Seconded - Robin Mead
THAT the Board complete a detailed review and update of the Bower Rules within 6 months of its first meeting and consult with the members and the Department of Fair Trading on the proposed rules prior to tabling for ratification at a General Meeting of the members to be held in 2014.
Carried: Unanimously
7.2 Strategic Plan
The motion presented by the board with the Agenda was discussed and particulars were amended.
Motion: Proposed - Robin Mead, Seconded - Mark Mckenzie
THAT the Board complete a 5-year Strategic Business Plan in collaboration with the Co-operative Manager within 9 months of its first meeting and distribute it to members for consultation and comments, and that the resultant plan be tabled at the 2014 AGM for ratification.
Carried
7.3 Ethics Framework
The Bower’s Ethics Framework is the ethical foundation for the Bower’s relationships, communications and behaviour, both internally and externally. It reminds all associated with the Bower of the need for mutual responsibility, integrity and commitment.
The framework is the culmination of the process started by the 2011/12 Board in collaboration with Dr Peter Melser of the St James Ethics Centre. It was described and presented in draft form at the 2012 AGM and has since been finalised by the 2012/13 Board in collaboration with Dr Melser and Bower members.
It is now presented to the AGM for endorsement and ratification.
Discussion ensued as to the nature and content of the Ethics Framework.
Motion: Proposed - Mark McKenzie, Seconded - Liam Bellamy
THAT the members endorse the Bower Ethics Frameworks.
Carried: One against
8. Member & Board Responsibilities
Member and board responsibilities in relation to the Bower Rules and the Co-operatives Act were raised by John Bartholomew. He stated that our rules are a contract of membership and a framework for the Bower. John foreshadowed a motion for the membership to recommit to the rules.
Comments were made that members agree to support the Bower’s objectives and abide by the rules when they join and renew their membership.
The AGM, having already endorsed the Ethics Framework and agreed to review the rules, concluded that such a motion was unnecessary.
9. Member Thanks
The AGM thanked all outgoing board members and acknowledged the recent passing of board member Neil Rahman.
10. Election of Board members
There are three vacancies for member directors and two vacancies for independent directors. Board members whose terms expire at this AGM are Oliver Bradshaw (Independent Director) and Amanda Buckland and David Harris (Member Directors). Other vacancies: Neil Rahman (Member Director) and Thuy Le (Independent Director).
The following candidates were appointed as independent directors, there being no further nominees: Peter Carroll, Terry O’Donnell.
There were 5 nominees for the 3 member director positions: Amanda Buckland, Menaka Cooke, Patricia Leen, Mary Pianka and Adam Taylor.
Menaka Cooke was unable to attend however her pre-recorded statement was presented. Two other candidates, Carmel Grimmett and Lisa Sampson withdrew their nominations before the poll.
A ballot was cast and the returning officer announced the election of Menaka Cooke, Patricia Leen and Mary Pianka as member directors.
The AGM concluded at 6.00 pm