MINUTES OF THE EXECUTIVE COMMITTEE MEETING HELD IN THE EXECUTIVE OFFICE BULL-PEN AND VIA ZOOM ON TUESDAY 27 JUNE 2023 AT 5:35PM

PRESENT

Quintin Jane (Chair), Tessa Campbell, Haki Hamilton (zoom), Lilly Baird (zoom), Kaia Kahurangi Jamieson (zoom), Cyrus Yam (zoom), Imogen Macalister (zoom), Keegan Wells (zoom), Mia Heaphy Butts (zoom) and Elisepa Taukolo (zoom)

IN ATTENDANCE

Flynn Rosie (TRM VP zoom), Tim Lindsay (Associate – Anderson Lloyd), Donna Jones (Minute Secretary), Debbie Downs (Chief Executive Officer) and George Sabonadiēre (Returning Officer)

APOLOGIES

Emily Fau-Goodwin

Moved from the Chair

179/23 THAT the above apology be accepted.

CARRIED U

MINUTES OF THE PREVIOUS EXECUTIVE MEETING

Moved from the Chair

180/23 THAT the minutes of the executive meeting held on 30 May 2023 be accepted as a true and correct record.

CARRIED U

Elisepa Taukolo arrived at 5.37pm

SPEAKING RIGHTS

Moved from the Chair

181/23 THAT Tim Lindsay, Donna Jones, Debbie Downs and George Sabonadiēre be granted speaking rights for the duration of this meeting.

CARRIED U

TE RŌPŪ MĀORI UPDATE

Quiiet at the moment post exams.

Working on the national hui for all Te Rōpū Māori Tumuaki being held in Dunedin on Friday.

Having korero with the Office of Māori Development about employing a staff member to assist the Te Rōpū Executive.

The MOU with OMD and TRM being reviewed.

Electoral Commision need feedback as deadline is 2 weeks.

UNIVERSITY OTAGO PACIFIC ISLAND STUDENTS’ ASSOCIATION UPDATE

Most on break now.

Working on national conference being planned between Samoan and Tongan students’ associations being held in August.

Work being done on the MOU between the University of Otago and OUPISA, the draft should be ready for Sunday.

ALTER AGENDA

Moved from the Chair

182/23 THAT the order of agenda be altered to accommodate our guest to explain the OUSA Commercial restructure documentation.

CARRIED U

RETURNING OFFICERS’ REPORT

George addressed the meeting expressing the complexity of a complaint received this time. He has recommended that the rules to allow discretion to be expanded to cover more serious complaints. Also, would it be appropriate for a serious complaint to go directly to the Independent Arbitrator automatically.

Moved from the Chair

183/23 THAT the Returning Officers’ Report for the By Election of the Clubs and Societies Representative be received and the recommendations go to the Policy Committee for consideration.

CARRIED U

George was thanked for his hard work including thorough investigations and judgements.

COMMERCIAL RESTRUCTURE DOCUMENTS

All relevant documents have been drawn up by our Solicitors at Anderson Lloyd, circulated to the Executive and have been discussed in previous Finance and Strategy Committee (FESC) meetings.

Debbie addressed the meeting and invited Tim to explain what this would mean for OUSA going forward and to explain each document, stating they are all a legal requirement.

This is to shift all commercial assets to subsidiaries to protect our assets and to aim to make OUSA more financially independent.

As Tim explained shifting assets moves many aspects – all are separate legal entities. However, OUSA still sits at the top of this. Day to day this wont change things with the Executive and Staff, although changes to the charities commission coming up will alter things a little.

The Executive will be able to focus on services for students, Debbie explained.

Debbie’s role has changed to the Group CEO, remaining the overall CEO but will also be working with Boards going forward. She expressed that this new governance structure will help the CEO immensely to run OUSA.

Staff working for OUSA Commercial or Holdings will be paid for from those companies not OUSA.

Tim asked if there were any questions before the motions were put.

Moved from the Chair

184/23 THAT the Common Seal be affixed to the Agreement for sale and purchase of business and assets between Otago University Students’ Association Incorporated (Vendor) and OUSA Commercial Limited (Purchaser).

CARRIED U

Moved from the Chair

185/23 THAT the Common Seal be affixed to the Deed of Assignment of Registered Trade Mark between Otago University Students’ Association Incorporated (Assignor) and OUSA Commercial Limited (Assignee)

CARRIED U

Moved from the Chair

186/23 THAT the Common Seal be affixed to the Agreement for sale and purchase of shares – University Book Shop (Otago) Limited between Otago University Students’ Association Incorporated (Vendor) and OUSA Holdings Limited (Purchaser).

CARRIED U

Moved from the Chair

187/23 THAT the Common Seal be affixed to the Agreement of sale and purchase of real estate between Otago University Students’ Association Incorporated (Vendor) and OUSA Holdings Limited (Purchaser), and the Private Corporate Client Authority and Instruction for an Electronic Transaction Form granting Anderson Lloyd authority to transfer that property on the Land Register.

CARRIED U

Moved from the Chair

188/23 THAT the Common Seal be affixed to the General Facility Terms and Conditions between Otago University Students’ Association Incorporated (Lender) and OUSA Holdings Limited (Borrower)`.

CARRIED U

Moved from the Chair

189/23 THAT the Common Seal be affixed to the Services Agreement between Otago University Students’ Association Incorporated (Provider)and University Book Shop (Otago) Limited (Recipient)

CARRIED U

Moved from the Chair

190/23 THAT the Common Seal be affixed to the Services Agreement between Otago University Students’ Association Incorporated (Provider) and OUSA Commercial Limited (Recipient).

CARRIED U

Moved from the Chair

191/23 THAT the Common Seal be affixed to the Services Agreement between Otago University Students’ Association Incorporated (Provider) and OUSA Holdings Limited (Recipient).

CARRIED U

Moved from the Chair

192/23 THAT the Common Seal be affixed to the Facility Agreement (DCBFF) between Otago University Students’ Association Incorporated (Lender) and OUSA Commercial Limited (Borrower).

CARRIED U

Moved from the Chair

193/23 THAT the Common Seal be affixed to the Deed of assignment of loan (UBS) between Otago University Students’ Association (Assignor) and OUSA Holdings Limited (Assignee).

CARRIED U

Moved from the Chair

194/23 THAT the Executive authorises the CEO to make or approve minor amendments to the OUSA restructure documents in order to give effect to the transactions or to reflect any change of settlement date.

Imogen Macalister Abstain

CARRIED

Moved from the Chair

195/23 THAT the Share Transfer form, Land Transfer Tax Statement, and Conflict Acknowledgement form may be signed by the President and the Finance and Strategy Officer.

CARRIED U

Wells/Baird

196/23 THAT the President be authorised to sign a shareholder resolution on behalf of OUSA as the sole shareholder of OUSA Holdings Limited (OUSA Holdings), approving OUSA Holdings’ entry into a major transaction arising from the commercial restructure.

Imogen Macalister Abstain

CARRIED

Moved from the Chair

197/23 THAT the OUSA Holdings constitution be amended by approval of subsidiary special resolutions –

13.1 The Company may not pass any resolution under section 106 of the Act in respect of any subsidiary of the Company, without first having obtained approval by Special Resolution; and

THAT the amended OUSA Holdings constitution be filed with the Companies Register as required under the Companies Act 1993.

Imogen Macalister Abstain

CARRIED

Tim Lindsay was thanked for attending this meeting and his assistance.

STRATEGIC PLAN

A big bouquet to President Quintin and Finance and Strategy Officer Emily for their hard work on this plan. The design and layout were also commended, thanks Emily.

Moved from the Chair

198/23 THAT the OUSA Strategic Plan 2023-2028 be adopted.

CARRIED U

AFFILIATIONS

Moved from the Chair

199/23 THAT the University of Otago Judo Club be affiliated to OUSA providing they update the clause about minimum membership and update clause 17.11 of their constitution.

CARRIED U

Moved from the Chair

200/23 THAT the Otago Latino Students’ Association be affiliated to OUSA providing they update clause 17.11 of their constitution.

CARRIED U

The Otago Case Club affiliation is tabled as no mention of a President, and they need to update clause 17.11 of their constitution. Resubmit.

The Korean Students Association is tabled because their documents stated there was a President and Secretary elected but no Treasurer. Resubmit.

CHIEF EXECUTIVE OFFICERS’ FIRST QUARTER REPORT

Moved from the Chair

201/23 THAT the meeting move into Confidential Committee for reasons of commercial sensitivity at 6.48pm.

CARRIED U

Moved from the Chair

202/23 THAT the meeting move out of Confidential Committee at 6.55pm.

CARRIED U

Moved from the Chair

203/23 THAT the Chief Executive Officers’ first quarter report be received.

CARRIED U

GENERAL BUSINESS

Accolade for the rebuild of the University Book Shop on King Edward Street and accommodation on the top. There was special attention to retaining the original aspects of the building. Also, recognition to Feldspar and ABL builders.

Moved from the Chair

204/23 THAT OUSA congratulate McCoy and Wixon (architect) on their 2023 Heritage Award for the UBS building.

CARRIED U

Next meeting will be called for 4 July at 5.30pm to hear the business left from this meeting.

Meeting closed at 6.57pm

Signed: ___________________________________ Date: _________