An NZ AIDS Foundation Trust Board voting procedure anomaly allowing staff to nominate prospective board members will not be corrected in time for the Board's Annual General Meeting later this month and will not create any legal problems, says the board. Foundation staff members, who are also members of the Foundation, are not allowed to vote for appointments to the Board as by doing so they would in effect be choosing their own employers. In actuality they would be influencing the choice of their employer's employers as the Board has only one formal employee, the Executive Director, who is responsible for employing all downstream staff. The voting limitation is a standard one in organisations governed by a board. However, the Foundation's new Trust Deed, passed by members at last year's AGM, did not disallow staff from nominating candidates for Board vacancies, and several candidates this year have indeed been nominated or seconded by staff members. "The Trust Board recognise that this appears to be an oversight, and plan to revise the Governance Manual and nomination forms to address this in time for next year’s nomination process," says a Foundation spokesperson. "This will not need to be considered at this year’s AGM, but will be addressed—along with a number of other eligibility and process issues requiring clarification—in the Governance Manual." Several Foundation members contacted GayNZ.com about the anomaly and queried whether the appointment at the November AGM of any staff-nominated candiates would be legally robust. "There are no legal ramifications to either the nomination or any possible election," says the Board spokesperson, "as the Board has and will act entirely within the Trust Deed as approved by the members at last year’s AGM. As to whether the rule could or should have been amended in the weeks remaining before the AGM, the Board says it has decided to let the nominations stand as the staff nominators acted in good faith. "The Board discussed this issue and decided unanimously to allow the nominations to go forward. In this way the Board feels that they are in compliance with the Trust Deed by supporting members to make decisions about Board composition. "If the Trust Board were to retrospectively apply a non-existent clause and exclude the nominees it would be inconsistent with the Trust Deed as it stands now. For this year then, the Trust Board believes that the nominators and nominees acted in good faith... and prefers to let the membership of the NZAF make a decision on whether they wish to vote for someone whose nomination was endorsed by staff. The Trust Board have taken a decision which gives the greatest power to the membership."
Credit: GayNZ.com Daily News staff
First published: Thursday, 13th November 2008 - 12:31am