Update TODO following latest committee meeting and lawyer's advice

PENDING:
- 32.1.(i) "Any such appointment must be ratified at the next AGM"
  Possibly redundant, given we have 1 year terms. Committee to confirm.
- 37.6 lawyer suggested "12 months" instead of EOFY. Committee to confirm.
- 42.3.(iv) "or Member's rights or interests generally have been damaged"
  Lawyer's response unclear. Seeking clarification.

Committee decisions:
- 6.2 Borrowing via GM retained
- 33.2/33.3 Remove term limits, possibly introduce later as bylaw
- 37.6 Add "Right to be forgotten" clause, pending lawyer's confirmation wording

Lawyer responses:
- 15.1.(iv)(b), 34.1.(ii) Clarify that determining "direspute" triggers dispute resolution process
  prudent for both provisions to be amended to clarify that the dispute procedures can be invoked
  by an Officer or Member where the Committee proposes to pass a resolution about “disrepute”
- 11.1, 12.1, 12.3, 15.1.(i) "in writing" satisified by online forms and emails
- 37.6 wording suitable but maybe permit retention for "12 months" rather than EOFY
- 6.2 yes, delete "(if any)-"
- 13.1/37.2(iii)(b) this is a legislative requirement, see 5(2) of the Act
  https://www.legislation.govt.nz/act/public/2022/0012/latest/LMS100858.html

Actual implementation will follow

Author: dannyadair

TODO.md

@@ -1,38 +1,70 @@
 # Still to be agreed by entire committee
 
-- [ ] 6.2 Borrowing via GM retained
-- [ ] 33.2/33.3 term limits (and when the counting starts)
-- [ ] 37.6 Right to be forgotten (new)
+- [x] 6.2 Borrowing via GM retained<br> **-> yes, retained**
+- [x] 33.2/33.3 term limits (and when the counting starts)<br> **-> remove, possibly
+      introduce as bylaw**
+- [x] 37.6 Right to be forgotten (new)<br> **-> yes, add, pending lawyer's confirmation
+      of wording**
+- [x] 32.1.(i) "Any such appointment must be ratified at the next Annual General
+      Meeting." Given that we have 1 year terms that seems pointless - remove?
 
 # Questions for lawyer
 
-- [ ] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society
+- [x] 15.1.(iv)(b) "In the opinion of the Committee the Member has brought the Society
       into disrepute." - listed separately from a dispute resolution result 15.1.(ii)
       and thus bypassing it? What would be a practical situation where this is
-      justifiably used?
-- [ ] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this
+      justifiably used?<br> -> **Clause 15.1.(iv)(b) uses the concept of a Member
+      bringing the Society into “disrepute”. The inconsistency with a person expelled
+      under a dispute procedure is inherent in the MBIE Constitution Builder where the
+      “disrepute” provision is selected as an additional provision. An example is a
+      member having a social media account which refers to the Society while posting
+      statements that are defamatory or racist.**
+- [x] 34.1.(ii) Similarly, "in the opinion of the Committee or the Society" this
       determination of disrepute seems to bypass the dispute resolution process? What
-      would be a practical situation where this is justifiably used?
-- [ ] Further to the above two clauses, there is 17.2. distinguishing between a
+      would be a practical situation where this is justifiably used?<br> **Clause
+      34.1(ii) is similar and relates to an Officer. Again, there is an inconsistency,
+      and it would be prudent for both provisions to be amended to clarify that the
+      dispute procedures can be invoked by an Officer or Member where the Committee
+      proposes to pass a resolution about “disrepute”.**
+- [x] Further to the above two clauses, there is 17.2. distinguishing between a
       "disciplinary" and a dispute resolution process. Wondering if a GM is required to
       re-admit a former Member, maybe it should only be a GM that can perform a
-      "disciplinary process" - or is that impractical?
-- [ ] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does
+      "disciplinary process" - or is that impractical?<br> **--> see above**
+- [x] 42.3.(iv) "or Member's rights or interests generally have been damaged" - does
       this not open us up to disputes that are unrelated to the society (other than the
       parties are members)? Potentially leading to mediation costs covered by the
-      society? (based on a true story)
-- [ ] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms
-      and sending of emails covers the requirement "in writing"?
-- [ ] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be
-      forgotten" clause?
-- [ ] 13.1 and 37.2(iii)(b) - we do not want to force people to provide their phone
+      society? (based on a true story)<br> **->Clause 42.3(iv) has a clear meaning if
+      the MBIE language is used being “a Member's rights or interests as a Member”, but
+      the first apostrophe has been omitted from your draft Constitution. I recommend
+      reinstating the apostrophe.**
+- [x] 11.1, 12.1, 12.3, 15.1.(i) We are wondering whether the submission of online forms
+      and sending of emails covers the requirement "in writing"?<br> **-> In my view,
+      the submission of online forms and sending of emails satisfies the "in writing"
+      requirement.**
+- [x] 37.6 I hope our intent is clear. Is this suitable wording for a "Right to be
+      forgotten" clause?<br> **-> I think that the wording is suitable, although it
+      could be amended to permit retention for say 12 months, rather than refer to the
+      financial year of the Society. <br> [...] <br> I note that it could make the
+      operation of section 17 (applications by former members) difficult.**
+- [x] 13.1 and 37.2(iii)(b) - we do not want to force people to provide their phone
       number - name and email address is sufficient for us. So we would like to strike
       this requirement to collect and store the phone number as part of the member's
       contact details. Is there a legal requirement to keep it, or can we just adjust
       13.1 to "optionally a phone number" and strike 37.2(iii)(b) to "a phone number, if
-      provided" ?
-- [ ] 6.2 "(if any)—" - Can we just delete this - looks like a superfluous leftover from
-      the constitution builder?
+      provided" ?<br> **-> I regret to advise that this a legislative requirement and
+      applies in relation to both Members and Contact Persons, but not Officers. Section
+      5(2)**
+- [x] 6.2 "(if any)—" - Can we just delete this - looks like a superfluous leftover from
+      the constitution builder?<br> **-> I agree that the words “(if any)” in Clause 6.2
+      ought to be deleted.**
+- [x] COMMENT BY LAWYER: "Clause 32 relates to election of officers and in clause
+      32.1(i) requires appointments of Officers made between AGMs by the Committee to be
+      ratified. This adopts the MBIE Constitution Builder language, although I am not
+      sure what is the effect of an AGM not ratifying the appointment. Where there are
+      Officer terms of more than 1 year, ratification or election at the next AGM makes
+      sense, but in my view not otherwise (as in the present instance where Clause 33.1
+      provides for appointments for 1 year to the next AGM)."<br> **-> committee to
+      confirm removal (see above)**
 
 Please note - we intend to put some "implementation details" into bylaws: