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Update TODO (all done except procedural changes)
The commitee confirmed all proposed changes.
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TODO.md

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# Still to be agreed by entire committee
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# Procedural changes and other consequences
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- [x] 6.2 Borrowing via GM retained<br> **-> yes, retained**
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- [x] 33.2/33.3 term limits (and when the counting starts)<br> **-> remove, possibly
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introduce as bylaw**
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- [x] 37.6 Right to be forgotten (new)<br> **-> yes, add, pending lawyer's confirmation
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of wording**
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- [ ] 32.1.(i) "Any such appointment must be ratified at the next Annual General
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Meeting." Given that we have 1 year terms that seems pointless - remove?
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# Questions for lawyer
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- [x] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society
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into disrepute." - listed separately from a dispute resolution result 15.1.(ii)
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and thus bypassing it? What would be a practical situation where this is
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justifiably used?<br> -> **Clause 15.1.(iv)(b) uses the concept of a Member
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bringing the Society into “disrepute”. The inconsistency with a person expelled
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under a dispute procedure is inherent in the MBIE Constitution Builder where the
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“disrepute” provision is selected as an additional provision. An example is a
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member having a social media account which refers to the Society while posting
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statements that are defamatory or racist.**
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- [x] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this
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determination of disrepute seems to bypass the dispute resolution process? What
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would be a practical situation where this is justifiably used?<br> **Clause
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34.1(ii) is similar and relates to an Officer. Again, there is an inconsistency,
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and it would be prudent for both provisions to be amended to clarify that the
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dispute procedures can be invoked by an Officer or Member where the Committee
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proposes to pass a resolution about “disrepute”.**
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- [x] Further to the above two clauses, there is 17.2. distinguishing between a
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"disciplinary" and a dispute resolution process. Wondering if a GM is required to
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re-admit a former Member, maybe it should only be a GM that can perform a
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"disciplinary process" - or is that impractical?<br> **--> see above**
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- [x] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does
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this not open us up to disputes that are unrelated to the society (other than the
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parties are members)? Potentially leading to mediation costs covered by the
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society? (based on a true story)<br> **->Clause 42.3(iv) has a clear meaning if
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the MBIE language is used being “a Member's rights or interests as a Member”, but
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the first apostrophe has been omitted from your draft Constitution. I recommend
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reinstating the apostrophe.**
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- [x] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms
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and sending of emails covers the requirement "in writing"?<br> **-> In my view,
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the submission of online forms and sending of emails satisfies the "in writing"
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requirement.**
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- [x] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be
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forgotten" clause?<br> **-> I think that the wording is suitable, although it
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could be amended to permit retention for say 12 months, rather than refer to the
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financial year of the Society. <br> [...] <br> I note that it could make the
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operation of section 17 (applications by former members) difficult.**
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- [x] 13.1 and 37.2(iii)(b) - we do not want to force people to provide their phone
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number - name and email address is sufficient for us. So we would like to strike
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this requirement to collect and store the phone number as part of the member's
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contact details. Is there a legal requirement to keep it, or can we just adjust
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13.1 to "optionally a phone number" and strike 37.2(iii)(b) to "a phone number, if
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provided" ?<br> **-> I regret to advise that this a legislative requirement and
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applies in relation to both Members and Contact Persons, but not Officers. Section
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5(2)**
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- [x] 6.2 "(if any)—" - Can we just delete this - looks like a superfluous leftover from
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the constitution builder?<br> **-> I agree that the words “(if any)” in Clause 6.2
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ought to be deleted.**
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- [x] COMMENT BY LAWYER: "Clause 32 relates to election of officers and in clause
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32.1(i) requires appointments of Officers made between AGMs by the Committee to be
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ratified. This adopts the MBIE Constitution Builder language, although I am not
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sure what is the effect of an AGM not ratifying the appointment. Where there are
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Officer terms of more than 1 year, ratification or election at the next AGM makes
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sense, but in my view not otherwise (as in the present instance where Clause 33.1
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provides for appointments for 1 year to the next AGM)."<br> **-> committee to
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confirm removal (see above)**
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- [x] CONFIRMED BY LAWYER: 2.1 can just read "The **Society** is registered as a
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charitable entity under the Charities Act 2005." - there is no timing issue with
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re-registration so we don't need "or intends after incorporation" which could make
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readers wonder whether we actually are registered as a charity.
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# Bylaws
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These have now all been drafted.
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- [x] Membership
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- [x] Runs 1 Jan-31 Dec, initial fee proportionate
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- [x] Bank Accounts and Cards
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- [x] Mechanism main/card
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- [x] AGM mandate (treasurer/secretary signatories no longer explicit in constitution)
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- [x] Term limits
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- [x] Rotation for key positions (chair, deputy chair, treasurer, secretary)
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- [x] Event Organisers
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- [x] Goals / Relationship
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- [x] Commitment
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- [x] Events HOWTO
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- [x] Code of Conduct
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- [x] Activities (formerly 2b/2c/2d - meetups, KPC, inclusivity (code of conduct))
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- [x] Transparency
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- [x] Minutes of AGM -> publish to members (/public?)
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# Consequences
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In order to actually follow our new constitution, we'll need to make some changes.
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- [ ] (Vice) President -> (Vice) Chairperson (email / alias, 1Password, website,
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HelloClub)

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