Minutes of the YCC Extraordinary AGM of Tuesday, April 13 2021 Held remotely on Zoom, from 6 pm to 8:05 pm
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Minutes of the YCC Extraordinary AGM of Tuesday, April 13 2021
Held remotely on Zoom, from 6 pm to 8:05 pm
Minutes: Michel Chevallier / These minute do not take the Zoom chat into account.
Attending:
Martin ADAM, Benoit ALIBERT, Marcel ARDITI, Diego BARRIENTOS, Anita BENS, Marco
BENVENUTI, Anny BEUTLER, Nathalie BIRT, Matthias BLUME, Antoine BORDELAIS, Bill
BOULDIN, Guillermo BRAUCHLI, Jonathan BURTON, Daniel CANO, Michel CHEVALLIER,
Michel CORNEVIN, Silvia COSTANTINI, Yann COUFFON DE TREVROS, Lajos CSEPPENTO, Julie
DALL'AGNOLO, Corrado DE LUCIA, Gijsbert DE RIJK, Ilaria DI RESTA, Dejan DINCIC, Eduard
DORENBOS, Olaf DUNKEL, Andreas EBERHARDT, Gonzalo FERNANDEZ PENACOBA, Antonio
FERRANDI, Timothy FOSTER, Luigi GALLERANI, Tanja GALOVIC, Jorge GARCIA CUERVO, Ruben
GASPAR APARICIO, Elena GIANOLIO, Julien GIRODON, David GOLD, Tenar GOMEZ LORENTE,
Alexander GRASSET, Pawel GRZYWACZEWSKI, Tim HUCKSTEP, Andrin HUNZIKER, Farhad
IRANNEJAD, Michael JUNG, Gesche KARRENBROCK, Pawel KLIMEK, Masayo KONDO ROSSIER,
Alexander KOSCHIK, Grzegorz KRUK, Michal KWIATEK, Tomasz LADZINSKI, Anne-Laure
LAMURE, Torsten LAYDA, Stefano LAZZARI, Joanna LIBERADZKA, Angelika LIPPITSCH,
Sebastian LOPIENSKI, Conor LYNCH, Andreia MAIA OLIVEIRA, Anne MANDERSON, Melanie
MARADAN, Ole MARQVERSEN, Thomas MARRIOTT-DODINGTON, Rachid MAZINI, Miguel
MEDEIROS, Dariusz MISKOWIEC, Mathias MONIER, Francesco MONTI, Paulo MOREIRA,
Haude MOREL, Michele MORVILLO, David NISBET, Marine PACE , Alberto PACE, Pierugo
PACE, Lorenzo PALESTINI, Konstantinos PARASCHOU, Vittorio PARMA, Paolo PARMA,
Alessandro PARRELLA, Bartlomiej PAWLOWSKI, Marc PETZOLDT, Hermann POMMERENKE,
David PORRET, Hans POSTEMA, Kirill PROKOFIEV, Jean Louis RICHARD, Hugues RICHARD, Lars
Peter RIISHOJGAARD, Kate ROBERTSON , Yvonne ROGERS, Pierre-Yves ROLLIN, Serge
ROSENBERG, Fabienne RUOSS, Mario SACRISTAN BARBERO, Eva SANCHEZ-CORRAL, Jochen
SCHLEGELMILCH, Sascha SCHMELING, Anastazja SEDZICKA, Marco SILARI, Marcos SILVA
OLIVEIRA, Paul SMITH, Joel SPALTENSTEIN, Consuelo SPANGGAARD, Jens SPANGGAARD,
Krzysztof SZCZUREK, Caterina TASSONE, Letizia TOSCANI, Slawosz UZNANSKI, Andreas
VALDA, Simon VARENNES, Rob VEENHOF, Andres VIEITEZ, Ursula VOGEL, Alfons WEBER,
Manfred WILLENBROCK, Felix WOLF, Denise YGUEL-MOREL
In the runoff to the AGM, each of the 296 club members registered Tuesday April 13 at
midday received an individual Zoom link to the meeting. This link allows for only one
connection and therefore one right to vote.
A total of 118 different members connected to the meeting (40% of club members) and 109
took part in the vote for the constitution.
Agenda:
1. Welcome and Registration of participants and election of the meeting chairperson
and secretary
2. Motivation for a new Constitution
13. Presentation of the new Constitution
4. Questions and discussion
5. Club Photo
6. Any Other Business
*********
1) Welcome and Registration of participants and election of the meeting chairperson
and secretary
At 6:05 PM, Alberto Pace, YCC President, opens the meeting and proposes to elect Sebastian
Lopienski as chair of the meeting.
Sebastian says he has prepared a single Zoom vote that covers the position of chair and
secretary. The candidate for secretary that Alberto proposes to elect is Michel Chevallier.
Alberto, as host of the meeting, will not be able to vote.
As further members still join the meeting, the vote is postponed for a few minutes.
Alberto launches the vote at 6:10 pm ad there are 93 attendees at this point, of which 91 are
entitled to vote. 88 votes are cast.
Result:
Sebastian is elected as chairperson by 86 votes and 2 abstentions.
Michel is elected as secretary with 85 yes, 2 abstentions and one vote against.
Sebastian takes over the chairmanship of the meeting.
He explains that the purpose of this meeting is to present the new Constitution, allow
members asking questions and voting on the new Constitution.
He adds that the meeting is not recorded by the organisers and to respect the members’
privacy, the committee asks the participants not to record it either.
A member asks what he should do if he cannot stay until the final vote. Alberto reminds that
proxy voting is not allowed.
2) Motivation for a new Constitution: Alberto shares his screen.
Origin of the project
Alberto Pace explains that the project of a new Constitution has a long history. It was started
more than 2 years ago by Luigi Gallerani and Gijs de Rijk. A short draft was even written, but
it was decided that the aim required more work and time. So, after the last AGM in
November 2020, and announced by Alberto as part of his presidential program, the Club’s
committee created a working group (subcommittee) with Michal Kwiatek as chair, Michel
Chevallier, Gijs de Rijk, Alberto Pace and Kate Robertson. The group met for the 1st time on
December 1st and twice a week since then. The club members were informed on December
15 of the creation of this group.
Drafting process
The YCC committee discussed extensively of the project on two occasions, in February and
March. These discussions led to changes and improvements to the project.
In March, a consultation process open to all members took place. A number of questions,
submissions and proposal were received, each member who contacted the drafting group
received a detailed answer. A Zoom meeting and a physical meeting were held, open to all,
with working group members available to answer questions.
2A third committee meeting took place on April 6th to approve the final version as amended
with the members’ proposals.
This Extraordinary General Assembly is the final step in the process.
Rationale for the project
Why does the YCC need a new Constitution?
• The club evolved from 15 to 27 boats and from 150 to 480 members before the Covid
crisis. As a consequence, the complexity of running the club has increased.
• The 2004 Constitution does not explain:
• How the General Assembly works (there are only 2 articles: 11 and 12)
• How the committee works
• How membership is managed
• Many of the club processes are based on traditions always accepted by the general
assembly, but not written anywhere.
• This leads to questions from members: How can I add a point for discussion at the
General Assembly? How can I join and be elected in the committee?
• and potential difficult situations, such as last year Covid crisis: restarting the club
needed several adaptations of the rules to establish the Covid safety plan.
The proposed Constitution does not change the way the club works. It is built around the
current functioning ways, but brings improvements:
• It better describes how the General Assembly and the committee work, as well as their
responsibilities (11 articles).
• It better explains the membership process (8 articles).
• It enforces the member’s right to stand for an election in the committee.
• It puts the modification of the Rules under the committee responsibility.
• It better follows CERN club rules so that the club can benefit from CERN’s support.
• It removes the hard (50%) limit on the maximum external membership.
• It follows the standard Swiss Association template and includes statements that are
recommended to protect the club:
• Clarifies that the Club is the legal owner of its boats
• The not-for-profit statement is essential to avoid filing fiscal declarations
• Foresees a procedure of appeal in case on expulsion of a member for a
better protection of individual member rights
This would be the 6th time the club changes Constitution. The current one was adopted in
2004.
Sebastian asks whether there are questions on the process. There are none.
3) Presentation of the new Constitution
Sebastian gives the floor to Michal Kwiatek, chair of the group that wrote the project of new
Constitution, for its presentation. Sebastian invites members to write their questions on the
Zoom chat so that he can relay them to Michal.
Michal explains that when starting the project, the drafting group had to decide whether
improving the old text or starting from a template. It found a good bilingual template
provided by the State of Geneva and chose the latter path, adding to the template the YCC
specific dispositions.
3It was a long process, with two working group meetings a week, consultations with the
committee and with the members and with the committee’s pro bono lawyer.
Although the text has been shared with all members, Michal proposes to go through it again
to highlight the novelties.
Chapter 1: NAME, SEAT, PURPOSE, MEANS AND RESOURCES
Art 1 La version française fait foi: as French is an official language in Switzerland and as it is
the country’s courts’ language, the choice was to keep French as the reference language.
Art 2 The CERN Staff Association is quoted in article 2 to root YCC within CERN and clarify
relationships with the Staff Association.
Art 4 Purpose of the club: an emphasis is placed on the not-for-profit purpose, for tax
reasons. Equipment ownership is also specified.
Art 6 on non-discrimination is new.
Chapter 2: MEMBERS
Art 7 lists the various types of members.
Art 8 explains what a CERN member is (and thus a non-CERN member). The hard limit of 50%
of non-CERN members was removed from this article as the committee believes it is
better to have some flexibility.
Art 9: the current Constitution obliges the committee to determine the maximum number of
members each year. It was never done. The obligation has been changed for a
possibility.
Art 10 defines who can be member and how. The fact that returning members can join
without condition is now enshrined. It also defines when membership starts and ends.
It starts as soon as the annual fee has been processed (and the committee has not
vetoed the person from joining), except if one pays after the November AGM; in which
case the fee will be valid for the following year.
Art 11 clarifies when membership ends, sets a procedure for expelling a member together
with an appeal procedure. The fact that the club can expel without motive gives the
club full ownership of its decisions. But the threshold to reach an expulsion is high (2/3
of all committee members and in case of appeal to the AGM 50% + 1 attendant).
Art 12 introduces the concept of rules of the association. All YCC regulations fall either under
the Constitution or the rules. The AGM adopts the Constitution, the committee adopts
the rules (sailing our boats, Covid rules, privacy rules, safety rules, responsibilities…).
Art 13: as YCC is not a rental agency, this article defines the contribution and behavior
expected from the members.
Art 14: fees and contributions. The AGM still sets active members fees and entrance fees
and that is the bulk of the club’s revenues. Other fees are now determined by the
committee. A discount for CERN Staff Association members is now possible to keep
getting support from this association. Finally, the club can request an extra
contribution for especially costly activities from members who take part in them.
Question time: Joël Spaltenstein asks whether speaking of a majority of 2/3 for the expulsion
of a member by the committee is the proper wording. A majority is 50%+1. Michel Chevallier
4answers that the wording follows a common legal wording for majority rules, in this case 2/3
majority.
Bartlomiej Pawlowski asks whether it is standard to be able to expel people without
motives? Kate Robertson answers that this follows the wording of the Swiss Code Civil.
Michal explains that this protects the club, but does not allow for arbitrary expulsion as
there is an inner appeal possibility. Darius Miskowiec asks whether anyone has ever been
expelled? Gijs de Rijk and Torsten Layda answer that they do not remember of any case.
Chapters 3/4: ORGANISATION AND GOVERNANCE, the AGM
Art 15, 16, 17, 18, 19 and 20 clarify the AGM, who can vote, the majorities requested, how
to introduce an item; they define the election of the president and what happens in
case of a draw. These articles are built around the club’s current practices. Regarding
the AGM, “All members” refers to all categories of members.
Chapter 5: THE COMMITTEE
This part caps the committee’s liability, defines the committee composition and its election.
Once again, it is built around the current practice and keeps the door open (as it was the
case) to members willing to join the committee during the AGM itself. This part also
establishes riles for the committee own functioning.
Chapter 6: MISCELLANEOUS AND FINAL PROVISIONS
Art 27 Rules of the committee obliges the committee to keep a record of the past rules and
their validity dates.
Art 28 regulates the delegation of signature for official acts (i.e.: bureau des autos).
Art 29 reproduces the current accounting practices.
4) Questions and discussion
Sebastian thanks Michal and the subcommittee for the immense amount of work done.
He opens the questions and discussion part. He reminds about the two recent discussion
meetings (March 24th on Zoom, and April 3rd in Port Choiseul) plus a consultation and
proposal gathering process and an answer given to all members who introduced a comment.
Sebastian asks members who will intervene to kindly limit their question or statement to 1
minute, in order to allow everyone interested to speak up.
Alfons finds that the Constitution is a good piece of work. But he has a problem with the
AGM not having a quorum and being able to decide by a simple majority. He proposes a 2/3
majority for amending the Constitution. Same remark for expelling a member: either a
quorum or a 2/3 majority. He will not be able to support a text in this state.
Sebastian: my understanding is that the members could comment and propose changes to
the texts during the last weeks. So during this meeting, the vote will be on the text as
proposed. But future AGM would be able to introduce amendments.
Michal: I think you have a good point Alfons that comes late. The drafting group stuck in this
case to the current Constitution, that foresees no quorum.
Gijs: another protection is that you cannot introduce during an AGM a new item to be
decided upon (voted).
5Mélanie Maradan: « À l’article 27, on mentionne que « [l]e Règlement de l'Association
s’impose à tous les membres. » (singulier). À l’article 7, « [t]ous les membres s’engagent à
respecter les Statuts et Règlements [...] » (pluriel)”. Qu’est-ce que le Règlement ? Est-ce qu’il
y a un ou des Règlement(s) ? Quels sont ces documents exactement ? Est-ce qu'ils sont
disponibles en français ? »
Michal answers that the typo (plural/singular) comes from the template. The Rules of
association will be formally adopted after the Constitution is accepted, if it is. Currently,
there are rules in different places of the web site, which will be linked together and become
one set of rules.
Gesche suggests that the committee should report to the AGM about changes in the rules.
Michal: the committee will have to report any change immediately to all members.
Alberto recalls that at every AGM, the committee has been discharged by a vote of the
members and that this means that the rules promulgated by the committee have been
approved.
Gijs recalls that every year in the AGM, the committee reports on what it did during the year
and that the changes of rules are reported.
Antoine Bordelais: it will take me more than a minute. These new statutes are about
transferring rights from the club to the committee, we are leaving a direct democratic
model. Plus there is a restriction to the members voting rights. It is no minor changes. There
are differences between CERN and non-CERN members in contradiction to article 6. The
existing statutes allow for proxy voting aa they do not forbid them, hence allowing postal
voting. The new Constitution explicitly forbids these channels. This raises the question to
know whether the last AGM vote was legitimate? The removal of quorum is a limitation of
democratic rights. Conflict of interest is now introduced in the Constitution; but as the new
text gives extraordinary power to the members of the committee, are they not in a situation
of conflict of interest? Approval of club rules: currently, members are consulted on club
rules. Not anymore. A lot of members are CERN employees, and the CERN clubs are
considered job-related benefits, therefore expelling a CERN member would put us in an
awkward position vis-à-vis the CERN.
Sebastian: I understand that the proposed Constitution goes from direct democracy to
representative democracy model, which is still a democracy.
Michal underlines that Antoine has not submitted any proposal during the consultation
process.
Sebastian explains that Staff Association members need to pay a membership fee and the
Staff Association may ask a fee reduction in the CERN clubs as reward.
Melanie thanks the working group. Comment avez-vous intégré les questions des membres ?
Comment avez-vous choisi ce que vous avez retenu et écarté ?
Alberto : nous avons discuté toutes les propositions et accepté toutes celles qui ne
changeaient pas le fonctionnement du club. Celles-ci, nous ne les avons pas retenues car
notre objectif n’était pas de changer le fonctionnement. La totalité des problèmes soulevés
par Antoine existent déjà dans les statuts actuels, mais ces statuts étaient tellement légers
qu’il n’était pas possible de les prendre comme base de travail.
Tomasz Ladzinski (a former YCC president) remarks that this online AGM attracts a lot of
people. But the normal AGM attracts 40 to 50 people. So putting a quorum of 1/2 or 2/3 of
6club members would simply not work. And, if needed, the text can be amended in the
following years. In any case, the quorum issue is hard to formalize.
Andreas Eberhardt thanks the working group. He invites the members to compare the
current text and the proposed one. There is no perfect contract and no perfect text, but the
proposed one is a great improvement.
Mélanie remarks that actuellement on a un règlement accepté en AG. Que va-t-il se passer ?
Michel explique qu’il y avait jusqu’en 2015 des informations annuelles envoyées à chaque
membre avec les règles de l’année. Ce document est disponible sur le site web, mais le
développement des règles depuis lors s’est fait sur le site web. No new rule will be
implemented, the committee will just gather all rules in a single document and make it
structured. He recalls that the AGM has never accepted the rules by a vote (as the current
Constitution requires), but they have been accepted while discharging the committee of its
work and by the new members when they sign the application form and say they read the
rules.
Marcos Oliveira: Antoine said he sent comments, you say you didn’t receive them. Where is
the truth?
Michal: the subcommittee never received any proposal by Antoine.
Marco Benvenuti: the rules were made organically by the committee when needed, never
accepted by the AGM. So the new Constitution is a step forward in the direction of more
democracy because we have a text that is usable and enforceable and will be abided by.
Antoine: I didn’t express my comments directly, that’s true. The committee is proposing a
new Constitution giving it more power, but admits the rules were never accepted by the
AGM. It is a breach of trust by the committee. The statement we sign when we join simply
state that we read the rules. So today, we discover that the committee is not in any position
to present a new Constitution.
Sebastian: in my understanding, the new text clarifies points not clarified in 50 years, so it is
rather a progress.
Yann Couffon de Trevros: article 12 says we have to be covered by insurance for accidents. Is
it the same insurance in France and in Switzerland?
Michel explains that all people having a Swiss work contract are covered by their employer
for accidents. The current Constitution refers to the CERN health insurance and asks non-
CERN members to prove they a have a similar protection. He says he doesn’t know about the
French system for accident coverage, but the club does not require anything special beyond
being insured for the medical consequences of accidents.
Nathalie Birt: if you have not been associated to the Constitution drafting process, you do
not realize how collaborative it has been. She thanks the drafting group for this work.
Marine Pace: je veux revenir sur le règlement. Si les membres trouvent que le règlement est
mal fait, ils peuvent à l’AGM amener le fait que ce règlement est préjudiciable. Est-ce
correct ?
Michel : oui
Marine. Alors je ne vois pas le préjudice.
Mélanie : je vois ce club comme une coopérative dans lequel chacun participe. Je suis dans
plusieurs clubs de voile, dont l’un est comme un club de location où le comité décide. Le
7YCC, pour moi est autre chose et ça me dérange de donner du temps à l’association et d’y
avoir moins de droits.
Antoine raises 2 practical points. Art 21 of the current Constitution foresees a quorum
according to art 5.5 of the Staff Association rule. Can the chairman ensure that the quorum
is fulfilled? He also says he’d like the committee members to state whether they’ll vote or
not.
Sebastian: the 2nd point is a personal opinion and is taken it as such. For the 1st point, article
21 of the current YCC Constitution says “Toute révision des Statuts doit être sanctionnée par
l'assemblée générale selon les règles du quorum de l'Association du Personnel » which
actually doesn’t include any quorum requirement, hence this AGM is legitimate to change
the Club’s Constitution.
Alberto displays on the screen the Staff Association Constitution and shows that it does not
have any quorum provision related to its General Assembly. The only quorum rule in this
text refers to the Staff Association Council and is therefore not applicable for the YCC AGM.
Antoine has mistaken the Staff Association Council for the General Assembly. The YCC has
296 members today and 114 are present so this assembly would even comply with the Staff
Association Council quorum (one third), even though it is not relevant.
Alberto goes on saying that he acknowledges that the new Constitution is not perfect. But
the issues raised exist also in the current text, while the new own brings improvements on
many points.
Sebastian calls the final vote on the text of the proposed new Constitution. 112 attendees
are entitled to vote at this point in time.
The results are:
91% approve the new text (99 votes)
5% vote against (5 votes)
5% abstain (5 votes)
5) Club Photo
Sebastian takes several screenshots to build a picture of the moment.
6) AOB
None request to speak and Sebastian closes the meeting at 8:07 PM.
**********
8You can also read
