NZLARPS National AGM Minutes- 22nd October 2013

The meeting opened at 8.05pm, after the conclusion of the Wellington regional AGM.

Present
Rhiannon Daymond-King, Richard Fields, Scott Kelly, Nick Wolf, Stephanie Cybart, Amanda Alderson, Anthony Doornebosch, Jarratt Gray, Mel Duncan, Leonie Reynolds, Russ Kale, Thomas Joychild, Rebecca Harris, Ellen Boucher. Cameron Burns, Rowena Knill, Dave Luxton, Michelle Burt, Nikki Brown, Muppet Brown (all via Skype).

Apologies for absence
These were received from Anna Klein and Ryan Paddy.

Quorum
14 Wellington members were present at the meeting, along with 6 members joining via Skype, and 37 members participating via e-mail voting. Quorum was considered to have been achieved.

Officers reports-
President- Scott Kelly

I would like to thank you all for my time as President, I have tried to do the best job I can for this society. I know there are things that could have been chased harder or improved upon and unfortunately real life gets in the way. It’s why I am stepping down and why I believe it’s good to have fresh blood on the committees and why I also believe it’s good for all members to try being on the committees at least once.

It’s been another interesting year, with some highly successful events, some new campaigns getting started and some of the established ones about to end. With great games and events run the word is spreading. We have had radio stations ask to come along to games, and we have had people do radio interviews, we had the cast of a play come along to play just to experience larping and I think we showed them a great time. And internationally I have had contact from Australians asking us where games are in Australia, Americans asking for make up and costuming advice, and Polish regarding working with them on translating their games into English. And that doesn’t even include the individual relationships people have been building.

We have had our ups and downs over the year, but all things that come from a growing community. We had a good healthy discussion about Drinking in LARPs and hopefully that leads to good things in future events. And in both Auckland and Wellington gear storage is starting to become a big issue for both the regional committees. And hopefully we can continue to keep that our biggest asset, and not a burden.

I wish the new committee the best with the coming year and any issues that come up. That they continue to support the Regional Committees in the work they do and support the best interests of the members of this society. I hope the members continue to support the Committees when issues come up and remember these are volunteers who are contributing time for your enjoyment. And I would like to thank all those who helped and supported me in my time in the role.

Thanks
Scott Kelly

Treasurer- Anna Klein
The accounts for the year were printed out and distributed to those present at the meeting. They can be made available upon request to those interested in reading them after the fact.

There are several notes to this set of accounts:

  1. This year we did a bad debt write off. The balance existed, largely unchanged since 2009 and we had been carrying it forward for a number of years. It was unlikely to change in the future. The two were summed together and written off at profit to Miscellaneous income of just under $15
  2. Balance day accrurals represent Chimera 2013 taking place over the dates of
    30th August to the 1st September, which means the event took place over the end of the society’s finanical year. To cope with this, the transactions that relate to Chimera 2013have been shifted into the 2014 year. There has been no balance day split of this adjustment.
  3. A large deposit sum was made into the Auckland account which represents the total deposits made for CHM13. This will be rectified before handover.

Notes to the Balance Sheet:
The amount of money in the accounts is a slightly distorted view. Because the year closed before all the final Chimera expenses went out, it appears as though we have more cash in hand than we realistically do.
Prepayments represents venue bookings and other expenses outlaid for events that have not yet happened (Chimera)
Deposits for Future Services: monies paid for events in the future. This is large because of the Chimera 2013 situation.

Notes to the Profit/Loss
Online Services is money from Google Adsense
’Good for Resale’ is things like t-shirts and softdrinks sold at Chimera/Hydra

The total profit the society made this year is $1100.

The accounts were confirmed unanimously at the meeting.

Secretary- Ellen Boucher
80 members- 46 in Auckland, 30 Wellington, 4 unassigned.
Access to the accounts- or rather lack thereof- has made it difficult for me to fulfil my role as well as I would have liked. I think going forward it would be useful to set up automatic reminders 2 weeks ahead of membership expiry so people have time to sort out the membership costs.

I’m standing down because the role needs more time than I currently have. I wish my successor all the best.

Marketing Officer- Michelle Burt
It’s been another amazing year of growth in our larp community, from Chimera continuing to grow beyond previous year’s attendance and Hydra once again being a great success as well. Last year saw our second stand at Armageddon in Auckland which continued to helping grow our community. With the continued success of Auckland game Teonn, Wellington games, Kingdom and 33AR, and the introduction of even more games including Sabbat, 1001 Nights and Crucible next year to name a few, we look set to handle this growth.

IT Officer- Ryan Paddy
The society’s use of information technology has been stable over the last year. There has been a rise in the use of Facebook and Google+ for general and personal NZ larp discussion, however Diatribe still remains heavily used for discussion and announcements about specific larps and society matters. Private forums on Diatribe are regularly created and used for campaign events and conventions. The Chimera and Hydra conventions have each evolved their own IT teams using NZLARPS hosting and additional applications. The upcoming project The Crucible has a developer for its independently-hosted website which is under development, using Microsoft .Net technology rather than the Apache/MySQL/PHP stack that the other society sites use. This distribution of IT development responsibilities for society projects is preferable to centralisation, which can cause a bottleneck. The NZLARPS member database is performing adequately, however membership statuses have often been out of date due to the Secretary not having visibility of membership payments. The NZLARPS site and whatislarp.co.nz are valuable resources, and are in need of work to make them editable by non-technical editors so they can be kept up to date by more people.

Election of a returning officer
Scott Kelly was elected unanimously as Returning Officer for the AGM.

MOTIONS
Each motion was read out by Ellen Boucher as written.

Motion 1 – Malcolm Harbrow
Motion: Section 23 is repealed and the following new section substituted:
"23. Nominations for committee
Every candidate for committee shall be proposed and seconded by two members in the manner approved by the committee."
Explanatory note:
This rephrases s23(a) to empower the committee to accept nominations in any form, removing any doubt about current online methods. It also removes s23(b), the two-month rule.
Mel raised the risk to the society with instituting this change, as it would allow people who were not members of NZLARPs to join either at or shortly before the meeting, and take over the committee if they mobilised enough supporters.

Jarratt raised the importance of having committee members who have been continuously supporting the society, and that part of this is keeping up their membership.
Cameron said that new regions wishing to become incorporated might find it difficult to achieve under the current rules.

Motion 1 was passed.

Motion 2 – Rowena Knill
To insert the following into section 20
20. STRUCTURE OF NATIONAL COMMITTEE
The committee shall consist of five (5) members, comprising of a President, Treasurer, Secretary, Marketing Officer, and an Information Technology Officer. In addition to these five members, the Regional Directors for all incorporated regions shall be full members of the National Committee.
This is intended to facilitate communication between the Regional and National committees and to ensure adequate future regional representation on the National Committee.

Ellen raised that this was asking for extra time commitments from the RDs that they may not be in a position to provide.

Rowena said that (as above) it was intended to facilitate discussion, and that the committees had ‘dropped the ball’ on some issues because it was unclear who should raise them with the National committee.

Scott pointed out that the minutes of committee meetings were openly available on Diatribe and that as President he had kept up with what was happening in each region using the minutes. It was suggested that if an issue did need to be raised with National that this could be more clearly flagged in the minutes from each meeting. We also noted that the constitution as it stands sets out the expectation that the President of the society will keep in touch with regional directors about issues that National would need to discuss, and keep up to date with what’s happening. Since this is already part of the president’s role, it was suggested that this motion would be an unnecessary addition.

Motion 2 failed to pass.

Motion 3 – Rowena Knill
To insert the following into section 20
Secretary
Maintain the national membership database. Keep all club correspondence in an organised fashion. Send letters as required. Send reminders of meetings to committee members. Take minutes at meetings and distribute to committee members. Communicate decisions made by committee to members.

Ellen pointed out the risk here in that the Secretary needs to be able to access the accounts to check payments and at present this access has not been arranged.

Nick Wolf raised that it would be possible to automate this process by talking to the bank, and that there are various companies and organisations who use this kind of automation to maintain databases of this kind. This was agreed to be something the National committee should investigate in the coming year.

Motion 3 was passed.

Motion 4 – Ryan Paddy
Electronic voting counting towards quorum
Explanation:
The intention of this motion is to make it easier for the society to reach quorum at its meetings, now that it is larger and more geographically spread. I think that electronic votes have already been counted towards quorum at past meetings, but this motion makes it explicit so the practice can’t be challenged.
Motion
Amend section 15 to read (new text is underlined):
Quote:
15. ANNUAL GENERAL MEETING QUORUM
At all Annual General Meetings thirty (30) per cent of the total number of members present of the Society shall constitute a quorum. Members who have cast votes electronically shall be counted towards the quorum. No business shall be transacted unless a quorum is present. If within half an hour from the time appointed for the General Meeting a quorum is not present it shall stand adjourned to the same place and time seven (7) days later and if at such adjourned meeting a quorum be not present those members present shall form a quorum and may transact the business for which the meeting was called.
Also amend section 19 to read: (new text is underlined):
19. SPECIAL GENERAL MEETINGS QUORUM
At all Special General Meetings twenty (20) per cent of the total number of members of the Society shall constitute a quorum. Members who have cast votes electronically shall be counted towards the quorum. No business shall be transacted unless a quorum is present.

Motion 4 was passed.

Motion 5: - Ryan Paddy
Allowing electronic voting without requiring a reason
Explanation:
To allow any current member to vote at AGMs or SGMs electronically without giving a reason. Combined with motion 4 this will further increase the ease of reaching quorum, and will allow any society member to vote on all motions and positions regardless of their ability or willingness to attend meetings.
Motion
Amend section 14e to read (new text is underlined):
Quote:
(e) For Members of the Society who are eligible to vote at an AGM or SGM but who will not be attending for any reason, a provision shall be made for distance voting whereby the voting forms will be made available at a pre-advertised time electronically and they must within an advertised time frame be returned to a pre-determined email address to be counted by the scrutineers.

Rowena raised that she feels that allowing electronic voting would mean that less members would come to meetings and participate in discussions and that we might ‘lose something’ from this.

Motion 5 was passed.

Election of National Committee
The candidate statements for each position were read out (with the exception of IT Officer, where Nick Wolf gave a short speech himself instead) and then votes not already cast electronically were cast and counted.

The results of the elections were as follows:
National President: Michelle Burt
National Treasurer: James Cooper
National Secretary:
Idiot Savant and Russ Kale were tied with the most votes. After a short discussion via telephone with Idiot, Russ withdrew his candidacy. Idiot Savant is therefore duly elected as National Secretary.
National Marketing Officer: Ryan Paddy
National IT Officer: Nick Wolf

Challenge to quorum
At this point, when Ellen moved that the meeting be closed, Nikki Brown and Michelle Burt questioned if quorum had been achieved when told the number present at the Wellington end. Scott responded that as we had agreed to count e-mail votes towards the quorum (as had been done in previous years) along with the number present at the meeting itself, that quorum had been met for the meeting. Rowena Knill then proceeded to question the quorum based on the fact that she did not think e-mail votes could be counted towards quorum. It was felt by others that as this had been standard practice in previous years, and that society members had been told this was the case, that the quorum should stand. Rowena did not officially challenge the quorum but insisted that a discussion be held on Diatribe about it.

The meeting was closed at 9.24pm.

Follow up to quorum challenge
A discussion about the quorum was opened on Diatribe by Scott. Several members expressed, very quickly after the discussion opened, that they felt the quorum, and therefore the results of all votes from the AGM, should stand.

Quorum is required to ensure adequate participation by society members in decisions. The e-mail votes represent participation by almost 50% of the society, which along with those physically present at the meeting meant that 75% of the society made its voice heard, and that therefore quorum- which measures how many society members make their will clear in society decisions- was achieved.

Philip Brown contacted the Companies Office, who confirmed that in this case, as the constitution is ambiguous on the matter of e-mail votes (a fact that motions 4 and 5 for amending the constitution at this AGM is designed to rectify), it would be ruled as an internal matter, and therefore the National Committee could vote on whether quorum had been achieved and therefore whether the results of the elections and votes on motions could stand.

Ryan Paddy made a motion on Diatribe in the National Committee forum that the National AGM results be confirmed.

This decision was approved unanimously by the outgoing National Committee, who continued to hold their offices until the newly elected National Committee was confirmed (by the AGM results being confirmed).

Therefore the results of the AGM votes are confirmed and the decisions made at the meeting are upheld.

If members disagree with the National Committee’s interpretation of the constitution, they can challenge it in an SGM. To call an SGM they would need 20% of the membership to ask for one in writing.

Thanks Ellen for such prompt and coherent minutes.

I agree, thanks for the timely minutes - especially given the fraught nature of the status of the AGM.

The financial reports are appended below, and will be filed with the Company’s Office. If anyone has any questions, I’m happy to answer them.

Edited to add: Grateful acknowledgements are made to Hamish Meads for his assistance in preparing these statements.

Good clear minutes.
I have a few issues with the minutes though…

I believe it was actually me that raised this point…once again conferencing by speaker phone rather than Skype/G-hangouts made that issue confusing. Not even really even an issue. But an example of how difficult it is to run a trans-city centre meeting.

The section relating to the matter of the “Challenge” to quorum on the other hand needs clarification and to be pointed out that it wasn’t a single voice questioning it…

It was at the point of calling the meeting to a close when a comment was made (by someone at the wellington meeting, can’t remember the comment and I couldn’t ID who) about numbers present. This prompted a clarification by those present at the Auckland venue on if we had quorum to be asked. Both groups expressed their surprise when it was figured that the total numbers present in person at both locations was not enough for quorum, I remember clearly that both groups thought more people were present. The statement that we had “agreed to count e-mail votes towards the quorum” I can’t ever remember seeing anywhere and I’ve since checked in the following places all of which say “We will need a large number of our membership there for quorum” but saying nothing about email votes counting to quorum:

viewtopic.php?f=21&t=8919
viewtopic.php?f=21&t=8920#p113229
viewtopic.php?f=21&t=8993&start=15#p113231

Many systematic things lead to the confusion relating to quorum…all of which with the passing motions will now no-longer be a problem, So do not need further discussion. Just to say it wasn’t as simple as a lone person challenging the issue. To be fair and clear.

That’s exactly why I made sure to write them up a.s.a.p- I wanted to make sure the community had sight of them so we’re all clear on what happened.

For clarity, can we amend the minutes a bit? As the skype and hangout failed we resorted to phoning into the meeting via Rowena and Ant’s phones and because of this at times it became confusing (I’m sure at both ends) who was speaking.
As I remember it at the end of the meeting Nikki asked out of curiousity the attendance at Wellington which when answered I questioned if that was quorum and asked for clarifcation. Scott responded that as we had agreed to count e-mail votes towards the quorum (as had been done in previous years) along with the number present at the meeting itself, that quorum had been met for the meeting. Rowena then proceeded to question the quorum based on the fact that she did not think e-mail votes could be counted towards quorum and as none of us seemed entirely sure of the legality, we agreed that we should find out and it should be discussed further.

[quote]
20. STRUCTURE OF NATIONAL COMMITTEE
The committee shall consist of five (5) members, comprising of a President, Treasurer, Secretary, Marketing Officer, and an Information Technology Officer. In addition to these five members, the Regional Directors for all incorporated regions shall be full members of the National Committee.
This is intended to facilitate communication between the Regional and National committees and to ensure adequate future regional representation on the National Committee.

Ellen raised that this was asking for extra time commitments from the RDs that they may not be in a position to provide.

Rowena said that (as above) it was intended to facilitate discussion, and that the committees had ‘dropped the ball’ on some issues because it was unclear who should raise them with the National committee.

Scott pointed out that the minutes of committee meetings were openly available on Diatribe and that as President he had kept up with what was happening in each region using the minutes.

It was suggested that if an issue did need to be raised with National that this could be more clearly flagged in the minutes from each meeting. We also noted that the constitution as it stands sets out the expectation that the President of the society will keep in touch with regional directors about issues that National would need to discuss, and keep up to date with what’s happening. Since this is already part of the president’s role, it was suggested that this motion would be an unnecessary addition.[/quote]

I think there was a spacing issue here, as I remember a few people were talking about this
Again this is just as I remember it

Thanks Michelle :smiley:

[quote=“Anna K”]The financial reports are appended below, and will be filed with the Company’s Office. If anyone has any questions, I’m happy to answer them.

Edited to add: Grateful acknowledgements are made to Hamish Meads for his assistance in preparing these statements.[/quote]

Awesome, these are really clear. :wink:

That’s a big project income figure! It would be interesting to know about individual projects, which made profits and losses and how much, and about the donations from games in Wellington. I guess those are regional questions though.

[quote=“Ryan Paddy”][quote=“Anna K”]The financial reports are appended below, and will be filed with the Company’s Office. If anyone has any questions, I’m happy to answer them.

Edited to add: Grateful acknowledgements are made to Hamish Meads for his assistance in preparing these statements.[/quote]

Awesome, these are really clear. :wink:

That’s a big project income figure! It would be interesting to know about individual projects, which made profits and losses and how much, and about the donations from games in Wellington. I guess those are regional questions though.[/quote]

Yep, regional questions. I’m putting that info together now for the Auckland RGM now. The big project income figure is from the fact we have three events which get 100+ people averaging about $8k income (not profit!) each, and each r moderately sized event is another $3-$4k of which we run maybe four or year. Adds up!

Edits made to the minutes in response to Cameron’s and Michelle’s posts- the name changes are in bold italics for clarity.