Topic: local news
Dear Addison Rd Community Centre (ARCC) Member
Open letter: directors’ duties, staff grievance July 07, nomination to the Board at the AGM
Directors’ duties for a company including a public interest one like the ARCC include:
1. Duty of care and diligence
Directors have a duty to exercise their powers with a degree of care and diligence of a reasonable person in a like position in a similar company. In this respect, when a director makes a business decision, he or she is taken to have discharged their duty of care and diligence if:
• The decision is made in good faith and for a proper purpose.
• They do not have a significant personal interest in the decision. …
• They believe that the decision is in the best interests of the company. ….
5. Improper use of position
A director, secretary, officer or employee of a company can not improperly use his or her position to gain an advantage for themselves or someone else, or cause detriment to the company. …
6. Conflict of interest
Directors have a duty to avoid situations in which there is a real possibility of conflict between their personal interests and the company’s interests.
In late July 2007 we lodged a written complaint for alleged bullying by a Board member: Then by Sept we were removed from the ARCC website editing which until that date had been widely praised as very effective (e.g. “you’ve done a good job” to quote Board member John Reynolds, similarly ex GM, office manager and numerous tenants).
Regretably rather than my staff grievance (arising out of a centre website project, refer correspondence of GM Laird dated Oct 07) being mediated it was ignored, and I was victimised. There are now other ripple effects. For instance the centre website is stale for 3 months eg no mention of the upcoming AGM or numerous other activities by diverse tenants. This is the modern gateway into the centre, as much as the physical entrance, and to compromise this asset is poor management.
We understand the website editing which till recently had been done at a low cost by this writer was referred to a friend of the president at substantial cost.
Based on the Board minutes we understand the Board member the subject of the original staff grievance directly participated in my removal without declaring a personal conflict of interest as to the grievance lodged weeks before. We understand in the absence of denials the current president knew about this actual conflict of interest at the relevant Board meeting. We believe this is a clear breach of directors’ duties. Thus the ripples from the misconduct are spreading this last 5 months.
We believe the constructive approach to the current Board is to reinforce the generally positive year by feeding this information into the democratic processes of the AGM both as to the performance of the current Board, for discipline and voter choice at the election. We say let members be the judge.
Secondly we are willing to submit ourselves to the democratic process too and have nominated for the Board in order to offer pro bono legal service. We believe the ARCC might have avoided the $10K in legal fees a year or so back in the Aboud staff litigation by taking the mediation track.
If we are elected we will resign our employment of the last 4 years according to the Constitution.
Please feel free to contact this writer to discuss the above by telephone on 9558 9551 or 0410 558838.
Tom McLoughlin, part time gardener 4 years, solicitor in NSW, editor of newsletter The Composter.