[CAMWEST-discuss] Fw: Bicycle NSW Constitution changes and conduct of AGM

Nick Urbanik nicku at nicku.org
Tue May 20 21:22:15 UTC 2008

Dear CAMWESTies,

I am interested to hear your views on this:

----- Forwarded message from NCM <cycleways at hunterlink.net.au> -----

From: NCM <cycleways at hunterlink.net.au>
Date: Fri, 16 May 2008 09:37:28 +1000
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Subject: Bicycle NSW Constitution changes and conduct of AGM
X-Mailer: Microsoft Office Outlook 11

Dear BUG member contact,

Please circulate this to all of your members.

Since the last Bicycle NSW AGM, the members of Newcastle Cycleways
Movement have become deeply concerned at the actions taken by the
Board of Bicycle NSW in the conduct of the AGM.  To draw their
attention to the many matters involved, we recently forwarded the
attached letter to the Board for their consideration and we are
awaiting a response to it.  We also sent it to Push On so that the
matters of our concern could be shown to the broader membership of
BNSW.  At this stage, it has not been published.

At our May meeting we also discussed the changes to the constitution
proposed on the BNSW website.  There was a deep rooted concern from
the members about the direction that the current Board is taking BNSW
with these changes, and we urge all BNSW members to review the
constitution changes and draw their own conclusions.  We are in the
process of drafting our responses to their proposed changes.

We believe that there are some questions about Board conduct of the
last AGM that need to be resolved, and we see the proposed
constitutional changes reducing accountability of the Board to BNSW
members.  We ask that you give the matters raised in our attached
letter serious consideration and discuss them and the proposed
constitutional changes with other members in your group, and then take
the action that you see necessary on these matters.

Yours faithfully
Dorothy Pinder


Newcastle Cycleways Movement

                                    P.O. BOX 58, NEW LAMBTON. N.S.W. 2305
                                              Telephone 02 4944 7869
                                         Email: cycleways at hunterlink.net.au
                                      Web: http://users.hunterlink.net.au/~magsb

24 April, 2008

Richard Birdsey,
The Secretary,
Bicycle NSW,
GPO Box 272,

Dear Richard,

Bicycle NSW Annual General Meeting Procedures and post AGM Resignation

At a recent meeting, members of Newcastle Cycleways Movement were
briefed on the outcomes of the Bicycle NSW Annual General Meeting and
the post AGM appointment of Dave McGrath as a Board replacement
following John Holstein’s resignation. From the information provided
to us on the conduct of that meeting, our members consider that there
were a number of questionable actions and procedures taken by the
Board. We ask that the Board consider the following points, and
subject to the approval of the meeting, recommend our proposed changes
to the constitution be adopted at the next AGM where constitutional
changes are required, and generally adopt the more transparent and
democratic approach recommended in other instances in meeting

Election of Directors


We understand that proxy votes were being canvassed on behalf of the
President at the Netti sale and Cycle Sydney by BNSW staff before the
AGM. Both of these events were held before all nominations closed for
candidates to fill the Directors vacancies. None of the proxy forms
had any provision to direct the President/proxy holder on who to vote
for or how the vote was to be cast on any issues. At the AGM it was
announced that the President held more than 40% of the votes cast –
some of which provided direction on how to vote, but seemingly, most
did not. This leaves the organisation open to a situation where
Directors have been elected – largely on the President’s vote – when
they may not have been the choice of the majority of members. This
clearly is not in the best interests of a democratic vote nor an
organisation. On proxy forms, all companies are required to show the
names of the candidates, whether the voting member wishes the holder
of the proxy to vote “yes (in favour)”, “no (against)” or “abstain”
from voting. This provides clear direction to the proxy holder and
minimises the influence of the objectives of one individual – in this
case, the President.

                                             Page 1 of 3
Recommendations for BNSW AGM procedures

    1. Proxy forms only to be circulated after the closure dates for
       nominations for the positions of director, and any other matter
       that my be raised at the AGM;
    2. Proxy forms to list each of the nominated directors and subjects
       for discussion to enable the member to mark the relevant boxes
       of “yes”, “no” or “abstain” against each item to be voted on;
    3. Each proxy sent to members should be accompanied by the resumes
       of all candidates; and
    4. Proxies and resumes should be circulated via the Push On
       methodology of email, or hard copy as normally required, within
       sufficient time to allow members to return them to meet AGM
       legal requirements.

Proxy Limitations


The BNSW constitution prohibits anyone, other than the President, from
holding more than 5 proxies. In the case of non-Sydney members, this
can create problems where only 1 member of a BUG is attending the AGM,
and they have a significant number of proxies given to them by their
local members.

Recommendations for BNSW AGM procedures

The BNSW constitution be changed to eliminate any restrictions on the
number of proxies to be held by any one member.

Resumes for Candidates


The AGM was advised that candidates had been told to limit their
resumes to less than 50 words.
  The President’s was in excess of 1 page, and resumes for Board
Members’ seeking re-election were well in excess of the limits imposed
by BNSW. It seemed that those seeking election were the only ones who
had the 50 word limit loosely imposed on their resumes. This is hardly
fair on anyone, and the 50 word limit does not provide sufficient
space to enable the members to gain any insight into the expertise and
goals of the person seeking election to the board.

Recommendations for BNSW AGM procedures

That BNSW impose a limit of 250 words for resumes for members seeking
election to any of the Directors positions, and that it abides by this
imposed limit to all candidates, without exception.

Board Secrecy


Prior to AGM, a number of issues were decided by the outgoing Board
that were not to be open to discussion at the meeting. We believe that
as members of this organisation, we are entitled to ask questions and
receive honest and straight answers to any questions that are asked of
the board. This
                                             Page 2 of 3
secrecy shown by the board on any issue brings credibility and
integrity into question, and is not in the best interests of our

Recommendations for BNSW AGM procedures

That the Board must answer all questions raised at an AGM, either at
the meeting, or by publishing a response in the next edition of Push
On where an immediate response is not able to be given.

Casual Board Vacancies


During November, John Holstein resigned and Dave McGrath was appointed
by the Board in John’s place. The constitution allows the Board to
appoint new members when a casual Board vacancy occurs, however, given
the proximity to the AGM, our members consider that it was more
appropriate to make an appointment from the next highest ranking
candidate voted on at the AGM which was held only a short time prior
to his appointment. This approach is more like that of a political
party providing jobs for the boys, rather than a voluntary
organisation maintaining its members interests. We consider this
action to have been totally inappropriate at that time.

Recommendations for BNSW AGM procedures

That all casual Board vacancies for a period of 3 months following an
AGM be offered to the failed candidates from the most recent AGM in
order of their votes gained. If none of those candidates wish to fill
that position, the replacement should be appointed by the Board.

We look forward to your discussion and response to the matters that we
have raised above on behalf of all of our members.

On behalf of
Newcastle Cycleways Movement Incorporated

Dorothy Pinder
                                             Page 3 of 3

----- End forwarded message -----

Nick Urbanik   RHCE         http://nicku.org        nicku at nicku.org
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