The New Constitution

As a result of a democratic decision – albeit with a very narrow margin of five votes – by the membership at the recent special general meeting, the Otago Natural History Trust has a new constitution that differs significantly from the one it replaces. 

The most important change is that the board can now appoint three full trustees without reference to the membership. This means that the trust is no longer a fully democratic organisation, and has thus lost the main characteristic that distinguished it from the governing bodies of other fenced wildlife sanctuaries in New Zealand.

The changes were brought about to enable the board to appoint a trustee from Kati Huirapa Runaka ki  Puketeraki, the local iwi, so that the runaka would be represented regardless of who occupied  the six trustee positions elected by the membership at an AGM. The board argued that the changes would also enable the appointment of representatives of other organisations that might be important to the governance of Orokonui Ecosanctuary in the future. Time will tell.

Appointments to the board must be accompanied by a Memorandum of Understanding that sets out the rights and responsibilities of the two parties but, again, the membership has no oversight of the content of the MoU. The board claims that another new rule will ensure that elected trustees will always be in the majority at board meetings, thus protecting the board from undue pressure from appointed trustees. Once more, time will tell.

The board may also appoint advisors, who will not have voting rights. This formalises the existing arrangement whereby outside expertise has been called on to assist the board at its meetings.

Given that nearly half the membership as represented at the special general meeting were opposed to the change, it’s reasonable to suggest that a substantial number of Orokonui supporters will be worried about the outcome.  This blog will be maintained to provide a critical appraisal of the activities of the new board, both to give the board the opportunity to show that its objectives were genuinely to improve the governance of Orokonui, and to make public any indications that they were not. 

Otago Daily Times writer criticises ONHT board and runaka

Passing Notes by Civis

Otago Daily Times 30 July 2011, page 35

I’m not so convinced the apparent fractious nature of governance at the Orokonui Ecosanctuary is a blessing, and I fervently hope the issues can be settled without damaging this wonderful asset. After reading Ralph Allen’s piece in this newspaper on Monday, I remain convinced that those who have been fomenting the constitutional change have lost sight of the first purpose of the sanctuary, at least as it was understood by those of us who supported its beginnings. I, for one, have no wish to see it become a political plaything, or to be an asset – cultural or otherwise – to be fought over by those who measure their success by the power they like to claim over others. The broader national question of “ownership”, which will continue to cause trouble for years to come, is perfectly symbolised by this local scrap. And when I read about the ritual galliard that must be performed before the sanctuary can acquire new feathered residents, I begin to wonder whether we have not lost the plot entirely in this country.

The demand for special and exclusive guaranteed Maori representation on supposedly democratic entities is one that has been growing louder with each concession. We have seen it in local government, where – disgracefully – at least one Act of Parliament was passed to provide it, we have seen it in creation of Greater Auckland governance arrangements, and now we are seeing it at Orokonui. I cannot imagine next year’s debate about a national constitution will make progress while one sector continues to demand privilege.

Members' comments on proposed change

Otago Natural History Trust members Paul Earl and Janet Goddard have this to say about the proposed constitutional change:

Re Orokonui. The article on the proposed changes to the Trust deed merely confirms the board's agenda to us.

As we read it, the proposal is this:

The board may invite three appointees. What is to stop them all being representatives of a single pressure group such as the runaka? The rules set no limit. Only a quorum of three elected board members will be needed for endorsement of the appointee/s, so they could all be supporters of the ambitions of the runaka or any other pressure group. There is no control other than by the Memorandum of Understanding, which could easily be designed by, and to benefit, the pressure group (perhaps under threat of withdrawal of their support – the precedent has been set) and be accepted by a quorum of three pressure group sympathisers. There is no process by which the membership can have any input to the MoU.

So, in effect, three elected board members and three unelected appointees, who together can outvote the other board members, could run the ecosanctuary. The three year tenures could simply be rolled over indefinitely, resulting in permanent control of the ecosanctuary by, and for the benefit of, a pressure group. And all this without reference to the membership.

Legal mind finds fishhooks in proposed constitution change

Lawyer Hilary Calvert, whose family has been a significant benefactor of Orokonui Ecosanctuary, has this to say about the proposed change to the constitution.

Dear Board,

On a cursory look at the proposed constitution of the ONHT Board, the plan is to have a MOU with any organisations who are given a power to appoint to the Board.

This MOU is described as setting out rights and responsibilities with respect to governance of the OHNT and an understanding of the respective roles in the operation of the Trust.

There are issues with this approach.

1. No thought seems to have been given as to whether the Board, with or without the appointed members, must approve the MOU. Signed, for example, by whom?

2. The MOU clearly contemplates binding the Board in its governance role, something it should never do.

3. It also clearly contemplates that the rules could effectively prevent the Board working by majority, as it would be curtailed by the MOU.

Neville Peat's note to members describing the rule changes is therefore not completely accurate.

Far from having checks and balances to protect the elected members being in charge of the Board, it allows for an MOU by an outside organisation to overrule the decisions of the Board for the life of the MOU.

Appointed members would not be outnumbered: they would effectively have a right to arrange an understanding that allowed them to have say a veto or demand to carry out a particular course of action.

I would appreciate your sending this message out to members so that they are in a position to see this proposition from another side.

Hilary Calvert

Ralph Allen's optimism premature

        Well, Ralph, that was a bit premature. Today Otago Natural History Trust members received a second notice about the special and annual general meetings; this time with the full text of the proposed rule change (and too late for the 21 day minimum notice required for a special general meeting; but heck, what are rules for if not to be broken?). And yes, it does aim to enable the trust to appoint up to three unelected board members and give them full voting rights. This comes with a raft of checks and balances – you’d think the board didn’t trust itself to appoint the right people. These include  

         

•   An appointment under 4.1.5 of these rules shall be accompanied by a Memorandum of Understanding (MOU) that sets out explicitly the aspirations, rights and responsibilities of the parties with respect to the governance of the ONHT Trust and an understanding of their respective roles in the operation of the Trust.  
•  An organization invited to nominate a representative shall advise or reconfirm in writing, the name of their representative to the Trust secretary not less than 10 days prior to the Annual General Meeting each year. At the Annual General Meeting, Trust members will be advised of the names of the nominees. The acceptance of the nominee’s appointment to the ONHT Board, will not be arbitrarily or unreasonably withheld

Unfortunately, checks and balances notwithstanding, there’s no guarantee that Kati Huirapa Runaka ki Puketeraki won’t use coercion again to ensure itself a place on the board (appointments will not be arbitrarily or unreasonably withheld – by whose standards?) or to otherwise further its own political interests. What use is a Memorandum of Understanding between the trust and an appointee if the trust board can’t or won’t enforce its provisions?  Or if the appointee won’t sign it, as the runaka haven’t with the one drafted for them in 2010?

ONHT members are still faced with an awful dilemma. If they vote against the rule change, will the runaka take utu by turning down species translocation proposals, thus controlling the ecological (and probably financial) viability of the ecosanctuary? Or, if members vote for the proposal, will the runaka control the future direction of the ecosanctuary anyway by continuing to use threats to get their own way at the board table?

Contentious rule change dropped

Members of the Otago Natural History Trust will by now have received notice of the special general meeting and annual general meeting on 28 July. Notable is that the rule change proposed now involves only one additional rule, 4.1.12, which reads (my emphases in red):

The Board may at its discretion invite an individual with particular expertise, interest or legislative role in the conservation of  New Zealand’s indigenous flora and fauna, or having a significant role with respect to the activities of the Trust, to attend ONHT Board meetings as an Advisor.

 Explanatory Note: The trustees wish to be able to appoint persons of relevant expertise to the trust board. At present the trust board is limited to six trustees whose annual election process will remain unchanged. The proposed change will give us a chance to appoint key stake-holders to provide valuable assistance to ensure the viable operation of the Ecosanctuary. Any stakeholder so appointed will be required to enter into a Memorandum of Understanding with ONHT before appointment.

This change will formalise what has been the practice for the last ten years, when DoC has had an advisor attend trust board meetings.

Many thanks to those whose support has brought about the revision of the proposed rule change. Particular gratitude and respect are due to Upoko David Ellison and the  Kati Huirapa Kaumatua Council. They showed courage, dignity and great mana in standing up to the Runaka and appealing to the ONHT not to change the rules to accommodate a permanent seat on the board for a Runaka representative.

Tena rawa atu koe te rangatira e David

Ralph Allen

Wai 262 a bit of a non-event

The ODT seems to have given the Waitangi Tribunal’s report on Wai 262 (the ‘Flora and Fauna Claim’) as much attention as media commentators in general think it warrants – none. I guess time and culture have moved on since the claim was lodged 20 years ago. However, the claim has at its core some important principles, and it will be interesting to see how the government of the day deals with it after the election. In the meantime both Maori and Pakeha will have to continue to exercise patience before we all find out if the Tribunal’s report will have any influence on the politicians, let alone on how New Zealanders view the value and management of indigenous species in the future. 

Ralph Allen