Constitutional Motion: Changes to Rodell Directors

Proposer:            Phil Starr

Seconder:          Vicky Seddon

This meeting resolves that the following changes be made to Appendix D of Unlock Democracy’s constitution in relation to Rodell Properties Ltd.

2.1.a) Insert after first sentence:
One of these shall be the Vice Chair for Rodell who shall be Chair of the Rodell board of Directors.

2.1.a) Add at end:
If there is no suitable candidate for the reserved places, the remaining place shall be open to all candidates.

2.1.b) Add after “Single Transferable Voting system”:
in accordance with the rules for election to Council.

2.1.b) Add after “and at least one shall be a woman.”:
If there is no suitable candidate for the reserved places, the remaining place shall be open to all candidates.

2.2) Change to:
No member may serve as both a full voting member of Unlock Democracy’s Management Board and as a directly elected Rodell Director. Directors appointed to the Management Board shall be automatically deemed to have resigned as a Rodell Director after the first meeting of new Management Board.

2.3) Change to:
Directly elected Directors shall be automatically deemed to have resigned as a Rodell Director at the end of their term of office which is immediately after the closure of the first meeting of new Management Board.

2.6) Change to:
All ballot papers shall be kept for two years. If a casual vacancy arises, the ballot papers shall be recounted by the Returning Officer to fill that vacancy in the first instance. In the event there are less than 4 elected directors following an election or no further unsuccessful election candidates to replace a director who has resigned, Council shall have the right to appoint a director or directors to ensure there are 4 non Management Board directors of Rodell.

2.7) Change to:
The quorum of all meetings with Directors shall be 4.

Appendix D , Section 2 will therefore read in its entirety as follows:

2 Directors

2.1.        There shall be 7 directors of Rodell Properties Ltd. They shall consist of the following:

a)  Three members who shall be members of and appointed by the first meeting of each new Management Board. One of these shall be the Vice Chair for Rodell who shall be Chair of the Rodell board of Directors. In keeping with the organisation's existing gender balance rules (Constitution 4.2.2.), at least one director appointed in this way shall be a man and at least one shall be a woman. If there is no suitable candidate for the reserved places, the remaining place shall be open to all candidates.

b)  Four members who shall be directly elected by members of Unlock Democracy for four year terms of office, with two elected in a single constituency every two years using the Single Transferable Voting system in accordance with the rules for election to Council. In keeping with the organisation's existing gender balance rules (Constitution 4.2.2.), at least one director appointed in this way shall be a man and at least one shall be a woman. If there is no suitable candidate for the reserved places, the remaining place shall be open to all candidates. The ballot to elect directors to Rodell Properties Ltd shall be held to coincide with the elections to elect the Council.

2.2.        No member may serve as both a full voting member of Unlock Democracy’s Management Board and as a directly elected Rodell Director. Directors appointed to the Management Board shall be automatically deemed to have resigned as a Rodell Director after the first meeting of new Management Board.

2.3.        Directly elected Directors shall be automatically deemed to have resigned as a Rodell Director at the end of their term of office which is immediately after the closure of the first meeting of new Management Board.

2.4.        If a directly elected Rodell Director is subsequently elected as a Management Board member, they shall be automatically deemed to have resigned as a Rodell Director.

2.5.        If a Director ceases to be a member of Unlock Democracy, they shall be automatically deemed to have resigned as a Rodell Director.

2.6.        All ballot papers shall be kept for two years. If a casual vacancy arises, the ballot papers shall be recounted by the Returning Officer to fill that vacancy in the first instance. In the event there are less than 4 elected directors following an election or no further unsuccessful election candidates to replace a director who has resigned, Council shall have the right to appoint a director or directors to ensure there are 4 non Management Board directors of Rodell.

2.7.        The quorum of all meetings with Directors shall be 4.

2.8.        The duties of the directors shall be as follows:

a.   to exercise overall stewardship of Rodell on behalf of Unlock Democracy and the wider politics we represent;

b.   setting targets for Rodell, approving a business plan (and any changes to it) and receiving regular reports on the progress of the plan;

c.    oversight and scrutiny of Rodell, staff working on behalf of Rodell and the activities of the Advisory Board;

d.   manage the assets in such a way as to maximise the long term income for the shareholder in accordance with Rodell's ethical policy;

2.9.        The Directors of Rodell shall give a report of their activities to each Annual General Meeting on Unlock Democracy.