Special Resolution To Amend The Constitution

Caligo will soon be holding a Special Resolution to amend our Constitution and Procedures: These documents are very out of date and we need a vote from the membership to change them.
This meeting will be open to all members who will be asked to vote either in person or by proxy on whether the amendments should proceed.

Below you can find the proposed changes and details about what's going on.

About The Constitution

As a not-for-profit ogranisation, Caligo is required to have a Constitution that outlines how we handle membership, fees, and other details.
Unfortunately ours hasn't been updated since the club was first founded over a decade ago and it's badly out of date.

Changing the Constitution can only be done through a vote of the membership at a Special General Meeting (SGM).

About the Procedures

In addition to the Constitution, Caligo also has a document called "Procedures" that outlines some of the more transient features of the club.
Unlike the Constitution, this is not a required document but because the Constitution is difficult to change, we created this document as a way to define aspects of the club that need to change regularly.

For example when we run Camp, we need to appoint Camp Coordinators to help organize it. This would be difficult if we had to hold a SGM and get the whole membership to vote just to appoint someone to the Camp Coordinator position. So instead the Constitution states that the Procedures is a binding document (lending it the same legal power that the Constitution holds) but that the Board can change the Procedures by voting among themselves, without needing to get the whole membership involved.

The Procedures document is also badly out of date and will be updated by a vote of the Board at the SGM.

Why are we changing things?

When Caligo was first created, it was envisioned as a very different club: It was created to run a global World of Darkness chronicle with games being held all around the world and with Melbourne being the core of a huge world-spanning organisation. Lofty goals.

Unfortunately this was heavily written into the Constitution and Procedures and as a result these documents are huge and filled with rules about managing a world-wide club. They are also written as if we would only be running World of Darkness (and 7th Sea, added as a brief amendment at some point) and the rules of the games are written into the documents as real legally binding club procedures.

Suffice to say this doesn't resemble the club we are today.
The goal of this rewrite is to bring the documents inline with the way the club actually runs: as a small local club that runs a variety of games.

What happens now?

In order to make the below changes, we will be holding a vote at a SGM at a time and location still to be determined.
All members will be given at least 21 days notice of the date and location as required by the Constitution.

For the meeting to commence, we must have "quorum": that means we need at least 20% of the membership to attend either in person or by proxy in order to proceed with the vote.
The vote passes if a 75% majority of those attending (in person or by proxy) votes in favor of it.

There are several ways you can cast your vote:

You can do so in person at the SGM by a show of hands.
You can have another member who is attending vote on your behalf by filling out a proxy form.
You can instruct the club Secretary (Lisa) of how you want to vote in advance by filling out a proxy form.

(Proxy form will be provided soon and will be made available at games)

Since we need quorum to even hold the vote, we're asking as many people as possible to fill in a proxy form in advance and give it to the Secretary, if we can get 20% of the membership to proxy before the day then we know the vote will happen.

It's important to note that the SGM only allows for a vote for or against all the changes. It is not possible to make further changes at the SGM or to vote in only some of them, so its important that any feedback be sent to the board at least 21 days before the SGM.

The Files

Provided here are the old documents and the proposed replacements, but we've also summarised the important changes below for those that don't want to dig through legalese.

Original Documents:

Proposed Replacements:

Important Changes

There are many changes to the documents but they can be difficult to read due to being written in legalese.
Here are all the significant changes:

Constitution:

Enforced membership fees - This has been removed as we no longer charge membership fees.
Forced new members to go through a "probationary period" - Removed as we don't feel this is necessary.
Limited us to only run role playing games - Changed as in practice we run board game days and other events.
Made each member liable for up to $25 if the club ever went bankrupt - Changed so that the members won't be forced to pay any money if the club goes bankrupt.
Quorum at SGMs requires 20% of membership - Changed because we now grant membership for life (unless people choose to leave) so we have many old members that are no longer in contact with the club which makes quorum difficult. Reduced to needing 10 members.
Required an independent chairperson who was not a player - Removed as we are a player-run organisation and seeking a 3rd party chairperson isn't practical.
The Board could only delegate duties to other Board members - Changed to also allow delegation to volunteers from the membership so they can help with duties like camp coordinator.
Empowered a "Lead Storyteller" who could overrule all other storytellers - Removed because we don't have a lead storyteller, nor do we want one.
Allowed the Board to charge a member additional fees of any amount at any time and charge interest on debt if they didn't pay - Removed because WTF!?! The Board isn't coming for your monies!
We were required to store member's fax numbers - Removed because seriously what year was this written?

Procedures:

Limited us to only running World of Darkness games - Removed all references to White Wolf and World of Darkness, we are not their fanclub.
Contained a detailed paragraph about the founders of the club - Removed because it's not relevant or needed.
Contained extensive details about how the club would be organised at a global level with a complex hierarchy - Removed because we are not a global club.
Contained confusing details about the roles of the board - Cleaned up and brought up to date with the current positions which is as follows:
- The club is run by the Executive Committee which consists of the Board of Directors and the Coordinators.
- The Board is now:
  - Chair - Runs meetings and sets the direction of the club.
  - Treasurer - Handles financial stuff.
  - Secretary - Handles meeting agendas and legal stuff.
  - Membership Director - Looks after the membership process.
- The Coordinators are now:
  - Media Coordinator - Looks after social media, website, etc.
  - Event Coordinators x2 - Schedules events, approves games and other events, etc.
Defined the roles of "Legal Council" and "Lead Storyteller" - Removed because we don't have either.
Allowed the Board to veto anything the GMs said at games - Removed because the Board runs the club, not the games.
Detailed how STs were voted into their positions - Removed because people volunteer to run games, we don't appoint them by election.
Had a poorly worded dispute resolution process that involved the Legal Council being final arbiter - Cleaned up, brought in line with our current code of conduct, removed the Legal Council.
Allowed the Board to punish members with physical labour for misbehaving - Removed... I have no words.
Had a part 2 that was actually a game rules document for the WoD chronicle that was running at the time - Removed because not only was it for a game we no longer run but game rules shouldn't be in a legally binding document.

There are also numerous small changes that mostly involve removing lengthy and unnecessary legalese, removing references to things that are no longer relevant, correcting mistakes, etc.

Feedback

If you have any feedback about the changes, please contact us through the Contact form.
Note again that feedback must be sent at least 21 days before the SGM because any updates to the documents must be made available to the whole membership 21 days before hand. This means that we can't make changes to the documents on the day of the SGM, we have to vote in the whole document or nothing.

Voting

The vote to amend these documents will be held at the SGM on the 8th of June, 2019, at Gallery 314.
(314 Church st Richmond 3121, Richmond, Victoria 3121)

You can vote in person on the day, or you can fill out a proxy vote form and send it to the secretary (caligoboard@gmail.com).
Proxy votes must be sent no later than 24 hours before the SGM.
The proxy form can be found here: Proxy Form
In it, you can nominate someone to vote on your behalf (which can be anyone who will be present), you can either specify what you want your vote to be, or leave it up to the person you appoint to decide for you.