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Hi thanks for your question.
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It's not a great explanation really, because at the end of the day, the general meeting can change the constitution of the co-operative at anytime.
But the Secretary says the AGM cannot change the constitution so as to make the editor accountable to the management Committee. Because the Editor cannot be accountable to the Committee or the AGM. Can I quote the clause he is referring to?
The committee at General Meeting has absolute power unless the existing consitution prevents it/restricts power somehow.
You can quote a clause but I expect this might miss the point that the clause itself can be changed in general meeting. But, please do, what does it say?
Let me quote the whole relevant reply, it is quite short:
Okay, but there are likely to be provision that allow the AGM to change the rulebook, including Rule 9(a).
I need to investigate if such provision exists. But, Rule 9(a) does not explicitly state that "
That' the present position, but you need to look for a provision allowing any part of the rulebook to be changed.
Sorry, I still cannot understand the interpretation of 9(a), how is that the "present position"?
Well, what clause 9(a) states now is what applies now - i.e. the AGM has no ability to instruct the MC to report to the AGM on editorial decisions. Decisions in AGM are normally by majority, but there might be rules in the rulebook that say you can change these provisions if, for example, 75% of the people vote to change rule 9(a) or any other rule.
The clause 9(a) does not state that the "
AGM has no ability to instruct the MC to report to the AGM on editorial decisions."
There is a slight difference "ability" and "cannot instruct", yes, I agree.
9(a) states what the duty of the MC is, i.e. to manage the Society; it does not say what it cannot do, i.e. to make the editor accountable to the body that appointed him, or the MC has no ability to do so.
Yes, I agree that.
Do you want me to clarify any specific aspect for you?
So, can I write to the Secretary that "
9(a) states what the duty of the MC is, i.e. to manage the Society; it does not say what it cannot do, i.e. to make the editor accountable to the body that appointed him, or the MC has no ability to do so. And such "extension" of 9(a) is permissible.
Yes, I ahgree entirely with you about this. I just looked back over the text of 9(a), and you're right, there is no limitation on the powers: it simply states that the business of the society is managed by a committee of management.
It's too much to read into that any restriction - and I think that's seriously putting a gloss on the words that doesn't appear at all!
The Editor is, presumably, employed by the Society?
The MC managed the society, that employed the editor, which the committe appoints.
I understand the concept of editorial independence etc., but to preserve that, it has to be written into the rulebook in reality.
The editor is employed by the MC which is elected by the AGM. Would it be possible for you to rephrase my proposed letter so that it incorporates all the points just mentioned by you?
Well, your letter would say something like:
The constitution states that the Management Committee must oversee the business of the Society. As part of that role, the Management Committee appoints the Editor, whom in turn, he is accountable to as his employer. There is nothing in the rulebook that prevents the concept of accountability of the Editor to the Management Committee, and the position of Editor attracts no special position than any other employee. If it did, it would have to be written into the rulebook, and it is not.
Excellent help indeed! And that too in 30 minutes?