Doug PollardALSO Collapse - Save ALSO Care
Voting papers are being sent to ALSO members etc. in a new attempt on the part of the Committee to gain authorisation to raid ALSOCare to prop up the effectively bankrupt ALSO Foundation.
PLEASE DO NOT VOTE UNTIL YOU HAVE READ THE ATTACHED
The so-called Business Plans included in the mailing are being analysed by a business expert and his preliminary findings, based on the information supplied to members, are:
1) These are not real business plans as there is insufficient financial data supplied
2) The assumptions regarding future income streams are unjustified and unsupported - e.g., the op-shop makes a loss, not a profit, no government income can be assumed, and other income streams, based on past performance, will not even come close to supplying the shortfall.
The business plans assume an income from the Op Shop of $45k next year: for each of the last two years it has LOST over $30k p.a.
3) The organisation will still be paying far too much in salaries: a total close to $200k p.a. when all entitlements are factored in.
4) It still remains the case that it would be better to close the Foundation, lose all paid staff, relinquish the lease on City Village, and restructure to concentrate on ONE issue and one only - they don't have enough to do anything else.
5) If the committee plan is followed all monies will be exhausted in 12 months or less.
6) Legally, bequests should be used in a way which fits with the wishes of the benefactors: the committee plans do not meet this test
Geoff Richards has asked me to make space available for the Reform Group case for voting against the committee recommendations and I am happy to do so.
The following is a draft communication sent to me by Geoff: it may be revised later.
PLEASE DO NOT VOTE UNTIL YOU HAVE READ THE ATTACHED
I think always of those members, who in the early days when I and eleven others helped establish Also Care, they entrusted over $1.6 million into our Care. I remain determined, and appeal for your continued support, to restore their faith in us
DRAFT - to Also Care Contributors & General Public - From Geoff Richards
Dear Contributors
HOW TO CONTINUE TO SAVE ALSO CARE
PLEASE DO NOT VOTE IN ANY POLL WITHOUT RECOMMENDATION FROM THE REFORM GROUP
Four such recommendations to VOTE YES are in this letter
Thank you to all who participated in the voting to help SAVE ALSO CARE and opposed the Care Committee sponsored resolution to release $500,000 from the Members Special Resolution Fund. The Resolution was resoundingly LOST.
It is now over 30 days since the NO Vote Result, yet little of a positive, financially viable, on-going nature has emerged from the ‘leadership’ as they procrastinate and deny requests to show valid proof of solvency of Also Foundation and continue to reject the reality that the paid staff model has not for many years been financially viable.
Over $1.3 million of Also Care Funds have been poured into Also Foundation for little long term tangible result
No Confidence
The $500,000 Resolution was LOST 52 votes to 37 – a strong vote of NO CONFIDENCE in the Committee but this interpretation was rejected by them. This was despite, of the 37 votes these obviously included at least 12 past or current Care Committee members or Also Foundation Directors plus a number of Also staff voted in favour.
The result suggests FEW Care Contributors/Also Foundation members voted in favour!
A call to the Care Committee to stand aside was ignored thus
A Valid ‘Petition of Members’ ( one of four) has been lodged requiring a Vote of ‘No Confidence’ – VOTE YES
Voting Anomolies
A number of voting rights disputes arose on the evening of the vote , including the lateness of the Returning Officer’s ruling to deny Organisations the right to attend and vote in person. The Rules state they can only do so by prior postal Proxy – thus these groups were ruled OUT by the Returning Officer and despite it being too late to lodge a proxy!
Whether voting may only be by ‘natural persons’ was also raised, particularly in the context that some 100 advertisers in the Also Directory were offered Also Foundation membership and thus may be eligible to vote in Also Care - surely an unacceptable outcome? Apparently ‘non-natural ‘ persons did not get a vote on the evening.
The Care Committee has rejected proposals to review and recommend changes to clarify these anomalies,
Yet soon you will be called upon to Vote again!
Curtailment of Operating Powers - Also Foundation
As of May 17th - only FIVE names of the maximum TWELVE remained as common Directors of Also Foundation and Also Care Committee. There has been a succession of resignations from both and most recently the Also Foundation Board let itself fall to five which is below the quorum number of SIX!
Unless it has now been properly corrected, Foundation Directors are unable to act in duties ‘outside those of a personal nature’. Again the Foundation Board refused to recognize this situation and simply appointed a person to fill one casual vacancy in a manner in direct contravention of their own Articles of operation.
Thus any appointments they may make to the Care Committee, until a quorum is properly re-established, may be invalid and certainly new Foundation Memberships could not be properly processed.
Yet an internet inspired ‘recruitment war’ has broken out, and memberships are being processed!
If the Foundation does fold all members are liable for a maximum $10 levy.
In addition, aspects of personal liability may attach to each Director in relation to a number of situations eg.it is questionable whether the use of monthly, project-specific, government remittals can continually be applied to meet day to day running expenses in lieu of completing the project(s) – again ignored by the Directors.
Care Committee
SIX nominees have been presented by the Reform Group to the Care Committee to fill current casual vacancies, but the Committee is further delaying by requiring background detail and calling more widely for nominations – nothing wrong with the latter reason except urgency and it could be seen as yet another ploy to ‘stack’ a Committee eg -
At present current Also Foundation Directors occupy THREE of the SIX Contributor Committee member positions PLUS the Foundation has, under the Rules, the right to nominate SIX to the Committee.
THUS, effectively NINE of TWELVE positions are under the control of Also Foundation - an untenable position
Also Foundation does not own Also Care BUT the Foundation Directors STILL think they do!!
The CEO has indicated some discussion may be possible around this situation – there certainly should be - thus
A second validly presented ‘Petition of Members’ calls for the SIX Contributor elected positions on Care Committee to be declared vacant and those currently named as Also Foundation nominees be withdrawn - VOTE YES
Conflict of Interest, Abuse of Powers and Effect upon Also Care operations
As the Care Committee quorum is FIVE they can still operate BUT as these five are Also Foundation Directors they have a massive Conflict of Interest , YET, as advised by the CEO, they have continued to discuss and decide upon financial and other matters effecting both organizations!
Conflict of Interest is but one aspect of a number where the Committee is ignoring the legally required separation of Duties and responsibilities of Also Foundation Directors from Also Care Committee Members.
The provision of support for Foundation ‘Administration expenses’ apparently has been has been long standing and a $40,000 initial ‘loan’ was, this year, increased to nearly $80,000.
Despite requests - permitted by Care Rules – for documentary evidence on these two items none has been presented.
A third validly presented ‘Petition of Members’ instructs the Care Committee to re-call the purported ‘loan’ to Also Foundation of $ 79,232.63 as at 18 April 2011 - VOTE YES
Moving Also Care forward - now
We have just been shown a Draft forward operating plan presented to the Care Committee – it has sound aspects although questionable in some assumptions and direction. The proposal relies on release from the Members Resolution Fund of some $116,000 per year for three years. The bulk of this money would be in salaries and administration, thus it requires careful consideration upon what is best use of the little remaining Resolution Fund monies.
Thus such a request to release funds should NOT be voted as acceptable at this stage
It could be seen as just another strategy to use Also Care money for Also Foundation
Asset disposals, the future of the Op Shop and the almost ignored provision of support to those in the older gay community require urgent attention, not just by the CEO and Committee but in consultation with Care Members and community. Further it is less than prudent to allow any ‘spend’ to be administered by the same past ‘big spenders’– this being the THIRD budget change by Also Foundation and second by Care inside 12 months!
There continues to be a lack of acceptance of the reality that external funding in the short term has all but ceased.
We don’t need more high aiming strategies and objectives, but beware of the eminent arrival of same.
What we do need is a survival plan but we, the Reform Group, cannot and should not do this, it is a new Committee job.
In any event full, open access continues to be denied to minutes, documents and Foundation financials.
Thus consultation on all issues should occur between now and the Annual General Meeting, by which time we ALL will have received the whole ghastly picture in the audited financials and ghastly it will be
What is needed is approval to cover small agreed operating costs of Also Care with longer term release proposed to the AGM thus
A fourth validly presented ‘Petition of Members’ asks for release of $50,000 - VOTE YES
The Care Committee has procrastinated, obstructed inquiry into financials, put up more ‘strategic plans’ and asked for time extensions. The latter can perhaps be construed as trying to find ways to minimize past mistakes and continue a recruitment war
Legally they must act on the Petitions, either by poll or Special Meeting, within 28 days of the May 11th lodgement
Effect upon the Community
Not only within the gay community but from outside too, has derision been piled upon the two Also organizations as more and more details of failures , ineptitude and unauthorized appropriation of monies unfold. Also Foundation has failed dismally in trying to answer the long asked question ‘ What does Also do?’ ( that other groups cannot more efficiently do) Any successes in such an environment are mostly brushed aside.
The prospect of obtaining external grants, bequests or donations in the short term are low.
Indeed the needed respect, trust and re- building for Also Care , tainted as it is by the excesses in Also Foundation, may mean it is too late to halt the winding-up at least some aspects of its operations.
Perhaps, as offered by one person at the Special General Meeting, the current Also Directors/Committee members will demonstrate their trust by putting up/pledging funds, particularly to cover the last unauthorized appropriations?
Yet the Reform Group has been permitted only two brief meetings with Also officials. The last was on Tuesday May 17th, attended also by a ‘mediator’ and uninvited, but agreed to, ‘observers’. Discussion of the Petitions was stopped!
At that meeting ALL Five Committee members refused to -
accept the NO vote as a Vote of No Confidence
resign OR at least move to occupy 5 of the 6 Also Foundation nominee positions
accept that they had allowed unauthorised appropriation from the Members Resolution Fund and on discovering same had taken no action
accept they had extended loan(s) to a near insolvent external body - outside powers to do?
accept that they provided a 'letter of comfort' to a near insolvent external body- again outside powers?
accept that their duty of care of Also Care Assets required, whether legitimately given or not (& Also Foundation is not an ATO approved Charitable body) that once the solvency of Also Foundation became questionable they should have acted to call in the ‘loan’ and cancel the ‘comfort’ letter.
The ‘loan’ was promised by the Treasurer at the AGM to be ‘paid back within the financial year’. Instead more was ‘borrowed’ and as stated previously there is no sighted documentary evidence attesting to terms, conditions or details of repayment for either
At that Tuesday April 17th. meeting in front of more than 12- witnesses, both the TREASURER and the CEO ADMITTED to signing the transfer of funds from the Members Resolution Fund - the Treasurer further stating that 'no money was taken for other than good use by Also Foundation-and that latter aspect is accepted. These admissions are at least of 'unauthorised appropriation' if not worse. Perhaps this was why the meeting was abruptly stopped by the ‘mediator’?
IT IS NOW KNOWN THAT EVEN BEFORE THE POSTING OF THE $500,000 RESOLUTION TO MEMBERS IN MARCH, that at least the then Also President, the current Treasurer and the CEO plus two Also employees knew the Members Fund had been breeched and that there was NOT $500,000 there to take
Yet they went ahead with the meeting without admitting same and without presenting the current Members Resolution Fund balance – what would you call that?
A report of the Foundation situation has already been lodged with ASIC, and in the coming week the same will be regarding Also Care, to the Victorian Registrar of Associated Incorporated bodies
Finding the truth and establishing correct procedure for the future
A fifth Petition is being prepared which would “appoint an auditor, supported by competent legal counsel, to investigate solvency, loan and fund guarantee transactions and powers , conflicts of interest, duties and responsibilities of Care Committee members and to report and recommend directly to Members by the Annual General Meeting.
Whatever transpires the aspects covered in this fifth petition surely would require resolution before any future operations of the Committee – otherwise similar situations will again emerge.
Care Committee should commission this investigation (it is again their duty) but given the above refusals it’s unlikely.
The alternative; a more expensive BUT more definitive route; to resolve the ‘impasse’, is a court ruling and the government supervisory body does suggest this as one approach to resolving disputes between members.
It is expected that the Care Committee will; in addition to having to put up the four or five petitions, SEND YOU the usual glowing statements of past successes and make more extravagant future promises – that’s been the pattern of many past years. They will propose petitions of their own including a different financial release request.
PLEASE CHECK WITH US IF YOU ARE CONCERNED AS TO HOW TO RESPOND AND HOW TO - VOTE NO
In the interim , where you remain concerned, express this to the public and email Also.
Below is the financial analysis of a past Also Treasurer as being circulated AND posted on a gay news website –
“ Looking back over the last three years of audited Also Care/ALSO Foundation accounts there is an alarming trend to move from a combined profit in 2008 to substantial losses since 2009
Combined Profit / Loss of both Also Care & ALSO Foundation has been:
2008 - $51,587 profit;
2009 - ($289,586) LOSS;
2010 - ($240,453) LOSS
2011 - ($240,453) LOSS (period to 18 April 2011 only)
Similarly the combined Equity has been reduced by these losses:
2008 - WAS $1,147,939;
2009 - DOWN TO $858,353;
2010 – FURTHER DOWN TO $617,605;
2011 – NOW ONLY $374,442 (and that’s as at 18 April 2011!)
Since 30 June 2010 the Committee of Also Care have misappropriated, that is ‘withdrawn in contravention to a members resolution’, at least $233,409.67 over the last ten months
This is not something that happened many years ago
It is an average of $23,000 per month over the last ten months
If that proposal had passed, I believe Also Care & ALSO Foundation would
have run out of money by Christmas!
I believe that members with business & financial knowledge need to be
appointed or elected to the Committee of Also Care.
The existing committee members have stood by while $233,409.67 has been
misappropriated over the last ten months. They need to step aside” end quote.
Members and the Public-
I do not apologize for communicating/posting you this letter -any member may make contact in this manner.
I do apologize for the angst and damage the current situation is causing
Perhaps folding up at Xmas 2011 may have been a better, quieter outcome – but for the culprits only!
This has been, and for my part, continues to be an expensive ‘battle we did not need to have’
Ego’s, career impacts, desires to re-orient an organizations objectives without agreement, and abdication of management and supervision duties should have long ago been put aside and reality let reign.
I think always of those members, who in the early days when I and eleven others helped establish Also Care, they entrusted over $1.6 million into our Care.
I remain determined, and appeal for your continued support, to restore their faith in us
Please support the Reform Group in its endeavors – we are doing something to move forward
Geoffrey R Richards – B. Comm., Retd. CPA
an Also Care Founding member
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