How many directors are there in Red Earth City?

The board is currently three, Richard Martin, Robin Macpherson and David Schoeffel. The board is looking to expand to 5 and then 7 and there is an EOI for you if you are interested.

Expression of Interest

What has been done about the toxic behaviour in crew?

REC Spect as a reporting Service and the appointment an HR person to act as an Ombudsman removing Crew/Board/BSTC from being involved in any complaints

How is the money earnt and spent?

You can visit and read here all the annual returns for REC Year ending 2021  

Was anyone sacked from Burning Seed?

There are of course some peope who were removed from roles for a number of reasons throughout the ten year history of the gathering. In the last last few years since we have not had a gathering no-one has been sacked. 

Was there a group resignation from Burning Seed?

Yes there was and we are comfortable with them doing so. Burning Seed is not a compulsory activity and should people decide it is no longer for them, we have to respect that. The org has sent multiple emails, even created a special page for returning volunteers, it was also in our newsletter. We cannot help it  if they do not fill out such forms or reply and just assume they are still involved. We need a crew who will step up and make the next gathering happen. We cannot read peoples minds, if they choose not to contact us, then of course appointments into roles may look like they have been replaced, when in reality they have simply not stepped forward saying they wish to continue.

If you have any questions for the board please use the form here

The following questions were asked by a group of Burning Man Regional Contacts to the Red Earth City Board of Directors. It should be noted that some of the board members are also Regional Contacts.

The board members have collectively answered and expanded on these questions, and have kept the authentic voice of the board rather than sanitised it for publication.    Therefore, as well as attempting to provide the facts as we have them, it does contain personal opinion.   

Who is on the “Burning Man Australia Community Board” that was created when the new REC committee guidelines were published in 2015? 

In November 2015 a second version of the Committee Guidelines was agreed upon by the Town Council of the day and then ratified by the REC Board, which created two bodies:

• Burning Seed Town Council (for the Event)
• Burning Man Australia Community Board (for the Larger/Wider Community)

The conceptual idea for creating a BMA Community Board was drafted into the second version of the Committee Guidelines as a way of beginning a process of separating away from the event a body that was interested in bigger picture outreach beyond the event. 

There has been no decision to activate the board to this current day.

In 2015/2016 there were other early developments happening in the Australian footprint, with new Regional Reps in each State coming on board, which led to the inaugural Australia New Zealand Leadership Summit in Melbourne on Sat 10th June 2017.

https://burningmanaustralia.com/projects/aust-nz-leadership-summit/anzls-2017 

The REC Board didn’t want to take away from these developments and the people making this a reality, where it was felt that the activation of the board could have been a distraction to what was happening in that space, where it felt it was wiser to allow these developments to occur, with the REC Board’s support, rather than having competing interest, where it was better to let this new energy take on its own life.

As a demonstration of this support the REC Board also went the extra yard in supporting the inaugural Australia New Zealand Leadership Summit, where it paid $700+ for the Indigenous Opening Ceremony which was conducted by an elder of the Wurundjeri traditional owners. This amount could never have been covered by the private and potentially profiting organisers already dipping into their own pockets.

Please also note that it's not uncommon in the foundation constitutional/guideline documents of organisations to have idle committee’s or bodies. An example of this might be a registered Not For Profit Charity that has committee provisions in it for a public fund with an administrative committee, which must comprise a majority of ATO defined Responsible People, to administer the public fund. 

Up until the time when the Charity wants to apply to the ATO for Deductible Recipient Status and activate its Public Fund with committee to administer this, this committee is essentially inactive, which could be for many years or decades, even though it is written up in the foundation constitutional/guideline documents, where its solely at the discretion of the Board to activate.

The same applies to the BMA Community Board, where its existence has been published since the introduction of the 2015 Committee Guidelines, although the REC Board hasn’t made a decision to activate it to date for some of the reasons given here. 

Why hasn't there been any kind of update on its happenings or role in the wider community?

Because the Community Board was never activated, there has been nothing to update.

In 2016 it was promised at the Burning Seed Summit that REC would add more directors. Why were no actions taken to add in additional directors until the last 6 months with Sherpa’s resignation?

https://docs.google.com/spreadsheets/d/1rrt6wyxeo1NF42XCin8ZobnjHIOgQlOTfqvmsR2XiXg/edit#gid=436834624

The 2016 Burning Seed Summit 26-27 November 2016 held at Common Ground, 80 Yellow Box Road, Hilldene, was largely a regrouping after the floods caused the 2016 event’s cancellation.

The year before, in November 2015 a second and historic version of the Committee Guidelines was agreed upon by the Town Council of the day and then ratified by the REC Board, which included changes to both the REC constitution purpose and the REC Board’s approved Committee Guidelines Version 2 purpose, the requirement for the REC Board to form a restructure group in the next 3 years or earlier: 

Toward the end of the 2016 Burning Seed Summit there may have been discussion around the intention to increase the diversity and size of the REC Board. It must be noted that it wasn't a distributed agenda item prior to the Summit and only came out of informal discussion.

In deliberations the general principles to work toward this may have been agreed upon, although without a timeline and any details about how this will occur.

It's not the first time the REC Board had considered this, although each time this was visited there were always big hurdles to jump, as it's not as easy as one might think in finding an interested Board member willing to accept all the responsibilities and commitments, required as a member of the Board, together with all the associated risks that come with putting on an outdoor gathering event of this nature.

Lastly, there was no clear cut plan with the restructure that we kept thinking was just around the corner, then COVID happened and no event. Sherpa was replaced as soon as possible and we still have an EOI on the REC site for others to throw their hat in the ring. This is even more well known than ever.
                           

There have been numerous promises and actions that have been left unattended over the years. This has broken trust with the community. Would the Directors be willing to explore trust building exercises or engage in a plan to build and re-instill trust in the Burning Seed Community?

The difficulty with this question is that it is a leading question - a response to it has to be framed within an assumption that the underlying premise is correct. We cannot go along with the underlying premises within the question.

We are unable to speak to promises that are not named. Furthermore, it assumes knowledge that any new directorship cannot know if it is not documented.

If it were to be reframed as "There are disaffected members of the community, how are you addressing their comments and concerns?" it at least can be responded to:

Burns are fundamentally organisations of love, as are many volunteer organisations, and organisations of this type inevitably have strong feelings attached, people can even build their identities around them. People are entitled to their perspectives and feelings, as are we. Those strong feelings borne by participants of those organisations and communities should be acknowledged but that doesn't make them an accurate reflection of the entire community's feelings or that they are able to make accurate assessments of the organisation's activities.

Furthermore, when asking such a question one must define who 'the community' is and by what right do they have to define themselves as such. REC, with its involvement in the most recent Restructure Committee, along with a number of other Burners, takes a utilitarian approach to the definition of community and serves the greatest good for the greatest number (of Burners). The largest assessment we have of that community is through the number of volunteers signing up before an event, ticket sales, the 10 principles and the insight contained within the Ancient Futures Report -  a report based around a survey taken of Burning Seed participants. We recognise and are grateful for the important and valuable creation of the AFR by previous Restructure Committee members and the effort that went into the creation of that artefact. 

With this approach in mind, any cohort that is unhappy must be viewed within the scope of the bigger picture. Burning Seed has, currently, a very large number of volunteers capable of delivering a safe and exciting event, including very established and experienced members of Burning Seed over many years, as well as experienced Burners from other regionals and the ‘Big Burn’, and a number of incredibly and relevantly skilled professionals new to the Burner scene - exactly what any Burner entity should hope for! This is a demonstration of the trust and sustained interest that Burning Seed (and by extension REC) has within the broader community.

Beyond the consistent and demonstrated fulfilment of all of its statutory requirements, REC attends to as many organisational activities as its members are invited to and capacity for, and abides by its written commitments. These commitments are recorded for the sake of transparency.

We believe that many of the comments and concerns being expressed by some members of the community have been answered in the various documents, reports and statements/releases over the last few years by the various bodies of REC and Burning Seed. We have personal experience that answering questions and concerns to the best of our ability is not always enough and seems as though it may never be.  

Another communication method is via social media. Social media presents a serious difficulty in that it fosters dogpiling and gish gallops (the presentation of so many arguments at once that an interlocutor cannot effectively respond to the amount presented, if any at all) - this is not a situation unique to REC & Burning Seed, but a significant issue to organisations or communities with a social media presence where conflict or controversy flares up. 

As volunteer organisations, we do not have the resources to tackle this fundamental communication problem. Our belief is that facebook thrives on conflict (as conflict on that platform drives engagement) and so the worst possible interactions are highlighted and extremely challenging to deal with or avoid. Some strategy may be developed to limit or minimise that problem by REC or Burning Seed, but REC does not know what that might be as of yet. 

There is an understanding that the Directors “carry the risks” of the event on their shoulders under the current structure. Can you please clarify the amount of risk this is personally?

If an effigy collapsed, for example, because a crew member, or the crew more broadly, failed to hire a structural engineer and someone was seriously hurt or even killed, it would be the members of the Board who are ultimately held responsible despite the incompetence of the crew and the event leads.

In the area of the financial administration, under Australian corporations law it has long been the case that a Board member may be held personally liable for the company debts. What has changed today is that the courts really mean it. This means that the financial activity of the company must be conducted in a vigilant manner, where each member of the REC board has specific responsibilities to ensure the company’s financial operation is solvent and that the board members uphold their fiduciary responsibilities with regards to Australian corporations law.
                               

Is this a nominal amount, please be specific?
Does this include personal assets beyond what is in the org’s bank account for such matters?

It can include fines and possible gaol time for directors. This would be proportional to the transgression(s).

REC owns all money assets & IP of Burning Seed that were generated by community volunteers, why is the current process of selecting board members being held in secret with no public communication of the process and who holds the power to appoint members or not.

The partiality of these questions becomes suspect when it loads questions in this manner: ‘Secret’ is a strong word and not at all accurate. It is an open application, which can be made on the REC website through an EOI form. 

The stability of the organisation is paramount: When interviewing candidates we discuss vision, and issues on matters such as the restructure process currently in play. It is natural that a volunteer board based around Burner principles requires applicants and candidates that are an appropriate cultural and organisational fit.

Like any company the shareholders ultimately decide the makeup of the board.   

How much money is actually being held at present by REC Pty Ltd? What is the exact figure?

Bank Account Balances as of Wed 30th Mar 2022

BENDIGO BANK

RED EARTH CITY PTY LTD

Burning Seed Income  $137,108.60

Burning Seed Expense  $11,441.04

Company Admin - Business Debit Mastercard  $101,560.13

[NB $100K was placed in the Company Admin account, which was to be set up in a term deposit with the Australia Bank, due to COVID issues with establishing this account last year, it's now been decided to open a new term with Bendigo and transfer this amount there.]

Burning Seed Admin - Business Debit Mastercard  $6,741.76

Burning Seed - DPI - Business Debit Mastercard  $2,975.75

Burning Seed - Effigy - Business Debit Mastercard  $4,319.56

Burning Seed - Temple - Business Debit Mastercard  $1,456.24

Burning Seed - Kitchen - Business Debit Mastercard  $6.10

Burning Man Australia (BMA) Main  $9,126.12

Red Earth Arts Foundation  $2.00

Burners Without Borders  $2.00

Term Deposit Account  $112,554.75

-------------------------------------------------------

Commonwealth Bank

RED EARTH CITY PTY LTD

Term Deposit  $201,615.08

-------------------------------------------------------           

Have additional board members been appointed as mentioned in Sherpa's outgoing email. If there is a plan for this, explain what the process is and who exactly makes the decisions on who is admitted and what criteria do they need to meet to become a director?

The process was both the creation of an EOI form published to the REC website in addition to some outreach done after a third board member was appointed. As mentioned above, suitable candidates should demonstrate a sufficient interest in the role, relevant experience of Burns and be an appropriate fit with the organisation.

Have the directors used their REC credit cards to pay for flights, hire cars, meals and accomodation? Apart from travelling to and from Burning Seed, what other events have they used their credit cards for? Would they be willing to make these personal credit card statements public?

Board Members have never used REC funds for their own personal use.

Board Members have been reimbursed and made direct payments for expenses incurred while pursuing the broad purposes of the company within agreed annual limits. 

https://redearthcity.com/images/rec/company/minutes/board_directors_meetings/2017_05_11_minutes_directors_meeting_no_13.pdf

RESOLVED That all three (3) company directors Robin Macpherson, Phil Smart and Richard Martin be issued with a Business Debit Mastercard to the Company Admin - Business Debit Mastercard account 633000 – 158129841, with an annual spending limit of $1000 on company director expenses incurred while pursuing the broad purposes of the company, as outlined in its constitution, be that in the way of travel to conferences & events, where the director representation is involved or beneficial to the pursuit of the company's purposes, which permits expenditure on any other legitimate director expenses, where all receipts are held and forward to the company's financial officer, or accountant, for filing in accordance with Australian Accounting Practice, where any extra expenditure above the $1000 annual limit requires the prior approval of the directors.

Despite this policy only applying to directors, many Burning Seed workers have had their travel paid for by REC. All participants of the annual Burning Seed Summit have had their flights, buses, trains paid for, should they require it.

Many participants receive reimbursement for expenses incurred in their role within the organisation either directly or indirectly. As an example Paul Jorgensen and David Cake from Western Australia had air tickets paid for in the early days when Seed started at Matong NSW. Victoria Vickery had a return airfare paid for to attend Burning Man’s Global Leadership Conference in San Francisco. Karl Mathews from New Zealand had a flight paid to bring him to Burning Seed to work with the DPI crew.  Vehicles have been rented when Burning Seed has needed to transport crew and equipment. Rusty Kilpatrick has had travel paid from Bellingen to Seed, quite regularly, and so forth.

This question implies there is something inappropriate with the REC Board members using their agreed costs on travel expenses. In some ways, any answer will never tell the full story that REC Board Members, who take on the risk of the organisation, work all year round on the project (in completely voluntary capacity), have always paid full ticket prices, and have never received the heavily discounted $40 ticket that many crew benefit from. Aside from subsidised airfares, board members personally absorb the costs of travel to and from the event, including food and accommodation.

By asking whether the REC Board would be willing to make personal credit card statements public might clear the air for those constructing a false narrative, that there is something untoward going on in the issue and expenditure items being undertaken by these cards. It's quite sad if people take it upon themselves to attack the REC organisation, its Board and Board members without knowing the facts. People engaging in what is anti-community behaviour are demonstrating that they are willing to falsify their claims and entertain fictitious thoughts, which becomes their fictional reality.  

It needs clarification that cards that have been issued are all attached to a single account, which is the Company Admin - Business Debit Mastercard account 633000 – 158129841. They are not a group of cards attached to their own separate bank account for each Board Member and in fact all linked into the one account, which is reconciled quarterly by a professional bookkeeper and overseen by the company’s accountant.  

This account was established to administer specific company expenditure items and allow for the issue of cards to facilitate Board members to make payments for legitimate company expenditure items and enable an efficient way for making such payments. 

In many respects the issuing of the cards has been an absolute godsend, for in today’s electronic payment world, sometimes the only way to make payments is via cards, i.e. for the upkeep payments for domains etc.  Also, one of the great advantages is that, unlike handing out a wad of cash from a sizable withdrawal to spend, with card payments, every expenditure item is recorded for the professional bookkeeper and the accountant to reconcile each month and raise any questions, if in their professional opinion they believe any untoward expenditure is being undertaken.               

According to this financial statement - Melb Compression Party 7th May 2011 - 01/01/2011 to 31/12/2011 (burningmanaustralia.com) - there was a $1508.04 profit made at this event, the title reads "Profit Banked $1,580.04 with red earth city for future art projects'' Have these funds been used for art projects? If so, which art projects? If not, can this money be transferred to MelBurners as the local Burner entity?

We believe those funds should be used as they are described in the title - they are for future art projects. Melburners did not exist at that time and is not a body directly associated with REC or Burning Seed, so it has no relevance to the earning or spending of those funds. 

REC does not present budgets, they are presented to the board by the relevant bodies within the REC organisation (that is to say, Burning Seed’s various bodies such as Town Council, DPI, etc.), therefore their expenditure is not up to the REC board as such, rather it is for those bodies to decide.         

If you are intending to restructure to a new community run and owned NFP organisation why are you electing new directors?

This question is contradictory with another question asked in this Q&A, including with the very first and following questions. It doesn’t make sense to ask ‘why haven’t you appointed new directors?’ as well as ‘why have you appointed/why are you appointing new directors?’ We have appointed new directors to improve the organisation. We haven’t appointed more, despite wanting to, for various reasons outlined elsewhere.

Have the requests of the exiting director, Phil Smart been completed or considered? If not, explain why, whether you intend to, and when.

Some of Phil’s requests are not fair requests for an incoming board; you cannot bind yet to be elected directors to the requests of directors who have resigned. It does not work that way. All boards of any entity are able to reset their course and are not constrained by previous board decisions. Should they vote to rescind or alter a previous motion then they are perfectly entitled to. In this case, there was no motion passed by the board, it was a request made by someone who is no longer part of the organisation. 

This means it was simply a request by a member of the community, some of which the board has attempted to honour, despite the board having no technical responsibility to fulfil.

Will you address, acknowledge and apologise for the failings of the directorship that resulted in the mass resignations of the majority of leadership and restructure committee members in the past few years. Are you willing to reflect and concede you have made mistakes and apologise for them as good burner leaders should.   

The board of REC has been a non-interventionist board who has created an appropriate legal container for a community to manifest an event. Over that ten year period of time it has fulfilled that role perfectly.

The assumption within this question is that the conflict emerges from one side alone. There is a counterparty in any conflict. This wasn’t a ‘hostile take over’ by the directors, or a failure of duty, despite the implication that it has been. The directors, who created and have existed in an established structure, have continued to provide all the assets to the community that Burning Seed has ever required since its inception.

Conflict within organisations is obviously extremely common, everyone makes mistakes, and restorative processes within them require all parties to be able to understand the position of the others, and indeed acknowledge their own failings. There has been no evidence, whatsoever, of the previous organisational members acknowledging their own contributions to the interruption of the restructure process and their retirement from the org. It is not enough to call for a restorative process if the nature of the conflict is not clearly understood by all parties.

The framing of the failure of leadership here applying to one side of the equation (REC) invalidates the assumption that other leaders (some ex-volunteers of Burning Seed) in the question bear no responsibility and bear no onus for restorative action. In short, how are one set of leaders bad if they don’t acknowledge their failings, while the others are good? It’s a contradictory question. The specific identification of mistakes has to come first.

If not, how do you intend to avoid the same issues arising in the future and stop the continuing toxicity these failings have caused to Australian burn culture?

The implicit assumption in this question is actually impossible to answer without specifics. We can only answer from our perspective of why there was a conflict in the first place. We think it would be much more beneficial, in fact necessary, if the actual incidents and behaviours that lead to this accusation were identified. There is also the assumption that there has been a harm to Australian Burn culture, which would be a difficult thing to prove. One could say that the reduction of the size of Burning Seed, or the resignation of previous members, or the non-completion of previous restructure processes could be classed as ‘failings’ but the responsibility for these failings would have to be interrogated and would likely be controversial in and of itself, perhaps even pointless, ultimately. 

To return to the first point: Because it is impossible to answer this question in a meaningfully restorative way as the question itself is vague, it also seems impossible to talk about avoiding and stopping toxicity that is unidentified. A space that has a toxic culture is not the same as a space with conflicting ideas. In both cases - that is, the curing of toxicity and the resolution of conflict - parties, ideas, events and behaviours need to be articulated specifically. 

To counter the existing narrative assumed in this question, and to be a little more specific about the issues as seen from our side, it is the opinion of this board that the operational leadership that has since left the organisation were not acting in-line with the fundamental objectives of the restructure or collaboratively with other members of the organisation. 

The facilitator group was hierarchical, self-sustaining and arbitrary in its appointments, which is a hypocritical system given the same people championing the Restructure and its purposes were actively participating in contradiction to the process’ aims. The idea that an organisation should be community owned and operated means that the operational aspects also need to be interrogated in terms of what community control really means. What is the purpose of the restructure if the organisation is run in the exact same way?

This is especially problematic when there was a desire within this cohort to be paid - meaning the only people within a non-profit organisation making money would be components of its operational leads and workers… in an event that espouses Decommodification. Even if one argues that the payment of workers is excluded from this principle, it remains an argument and that argument cannot be resolved by a hand-wave or small cohort of the community asserting that is an assumed right or that it is necessary. It gives the distinct impression that the initial restructure processes were not about removing embedded power, but extending and indeed paying for it.

The above group, which focused on hierarchy, we believe created a toxic culture of superiority, unaccountability and cliques within the organisation and in which decisions were affected by social capital, including the belief that the established hierarchy were essential and indispensable. 

Members of this group continue to malign the organisation as though there is no one else in the world who could organise and run Burning Seed. An especially conceited view given that Burns hold the belief that anyone can participate in good faith (Radical Inclusion) and that they grow organically. Additionally, this group knows that large numbers of the community have stepped up to the plate to run Burning Seed, yet seem to reject the ideas that these people are able to run the event safely and effectively and ignore or refuse to accept the implication that these new participants may be representative of a larger portion of the community. 

A few ways of limiting toxic culture in general are to seriously apply more consideration around the induction, maintenance, and succession of talent and volunteers, and to be vigilant of issues around organisational alignment. As information and workloads are increasingly siloed within a volunteer organisation, cliques inevitably form. These cliques can become destructive when their actions or beliefs significantly deviate from other parts of the organisation. It is useful to encourage constructive criticism of an organisation's processes and activities, it is a risk when parts of that organisation form a group that is antagonistic to the organisation’s commitments. A difficulty is that this phenomenon, once it occurs, can and will be pointed in any direction - battle lines are drawn - and that is a fundamental risk and destabilising force. Conflict should be addressed before it becomes seriously infectious. 

Therefore, increasing organisational transparency and providing a greater focus on diminishing hierarchy (where it is not an absolute requirement) and on improving collaboration will help with these issues. 

That said, the Town Council is responsible for the operational and organisational strategy of Burning Seed, and therefore the role for REC in this is simply an advisory opinion.

Lastly, the REC board has established REC-spect which links an independent third party to whistleblowers, where anyone can anonymously speak to organisational issues which are then reported on by that third party. The knowledge and use of such a tool should be promoted publicly - as a safe-guard against misconduct and a warming factor to people with troubles and/or criticisms that would go otherwise unvoiced.

NB

SOME NOTES ON RESTRUCTURE 

• It must also be noted that in early 2016, soon after the 2015 changes to the REC Constitution and Committee Guidelines, early restructure murmurings started to emerge, which were at odds with the process outlined in the changes.
• Some people misinterpreted the changes to the REC purpose, as meaning they could simply start convening informal restructure meetings and work on a road map forward, before the REC Board had established a Restructure Group within the 3 year timeline.
• The people who started meetings had jumped the gun, as they hadn’t clearly come to understand that the first step in the restructure process was for the REC Board to facilitate over the next 3 years or earlier the formation of an open and inclusive restructure committee group.
• While the REC Board was fully aware of these people meeting in early 2016, it was essentially against the spirit of the changed company purpose, which clearly outlined how the restructure process would be undertaken. This required the REC Board to quietly intervene and bring everybody into the restructure space, to allow this group to come up with a Terms of Reference for the Restructure Committee to operate by, which the REC Board was satisfied with.
• This saw the first version of this Terms of Reference was adopted by the REC Board in mid 2017. This document was the work of those interested at the time, which satisfied the REC Board and their primary role in the restructure process. 
• https://redearthcity.com/images/rec/company/restructure/TOR-REC-Restructure-Sub-Committee-v6-FINAL-15-July-2021.pdf
• From this point on the REC Board’s main job was accomplished and it was then up to the restructure group to work on the task of restructuring according to its terms of reference adopted by the REC Board.
• Restructuring, which is continuing to the current day, is happening under these terms of reference and is completely hands off by the REC board and entirely up to the restructure group and its determined process by these terms or reference.
• It’s a fallacy for members of the community to blame the REC Board for delays in restructure process or for problems that have occurred through the restructure process, as the REC Board has a hands off role and only attend meetings contributing valuable knowledge and insights where they can.
• This ongoing involvement has been consistent and a great personal commitment by REC Board members, which is voluntary time given on top of all their other duties and responsibilities.
• The real problems that have occurred with the restructure process have always been internal to the restructure group and not that of the REC Board.
• The Board did its real job in 2017 with the ratification of the restructure group’s terms of reference.
• Board members have also devoted countless hours attending nearly all the meetings and participating on the Loomio platform and giving countless hours of free advice and guidance.
• Also, many of the problems which occurred in restructure group over the period of Nov 2019 to March 2020, were nothing to do with the REC Board nor the restructure group and internal to the newly formed Vision Group, which at that time, was formed due to the premature call out for expressions of interest of members in mid 2018, which happened soon after the publication Ancient Futures Report, which was the document prepared that published the results of the community survey.
• This eventually led to the activity of the restructure process being placed outside of the REC organisation from Nov 2019 to March 2020.
• How anyone could ever blame the REC Board for this, when again this was all the result of the over eagerness of members of the actual restructure committee at the time and again nothing at all to do with the REC Board.
• This replacement saw the formation of a Vision Group from the group of interested members, which hastily had to form its own self approved terms of reference.
• The terms of reference of the newly formed Vision Group, were simply planted on the group by its convener, rather than being organically grown from the group, in the way in which the REC organisation’s restructure group’s Terms of Reference were arrived at. The way in which the REC organisations Terms of Reference were arrived at are a show piece of the restructure process.
• This Vision Group tried to move too fast too soon and tripped up in the process, abusing the relationship with the Prolegis lawyers that the REC Board had engaged, under its ‘restructure group’ arrangements, to assist with the constitution drafting.
• Known only to a small number of the Vision Group, its convener liaised with the Prolegis lawyers, where by mid Jan 2020 a third draft of a constitution emerged - without the knowledge or insight of the Vision Group’s internal legal or constitution teams.
• The Prolegis lawyers were none the wiser, thinking they were dealing with the same REC/Burning Seed restructure lead they were previous introduced to by the REC Board and didn’t realise they were now dealing with the convener of the Vision Group, which had formed and stood outside the REC organisation. 
• This whole drafting activity being undertaken by the convener of the Vision Group was being undertaken without the knowledge or approval of the REC Board, who immediately ceased this work in mid Jan 2020, when it came to their attention, at an unforgivable expense of $13,000 of community funds, reserved by the REC Board for legitimate restructure spending, through legitimate restructure process.
• An interesting note is that the way in which Prolegis expedited the drafting process was to shape the draft constitution from an existing constitution belonging to the Entertainment for Change Foundation Limited, whose name accidentally appeared in the Public Fund section of the draft 3 document. This identified where the lawyer at Prolegis had sourced their drafting work from. This draft constitution also named four members of the Vision Group as directors within it, despite the election process not being ratified by the REC.
• This incurred cost meant that there must have been a lot of email back and forth and possible phone calls between the Vision Group representative and the Prolegis lawyer between Nov 2019 and mid Jan 2020 to have racked up the type of charge from Prolegis, which all occurred without the knowledge nor the authorisation of the REC Board, and as already mentioned, other relevant members of the Vision Group.