Legal? or Making us Toe the Line

Deaf Can Do in South Australia sacked a Board member  recently.  The Board member just so happened to be Deaf. The Deaf community were up in arms about this. Nothing new really as the Deaf community in South Australia have been up in arms about Deaf Can Do for many years now. They have been feeling increasingly marginalised from their spiritual home at 262 South Terrace. For sometime now they have felt that they have signed over their legacy to Townsend House to the point where they have no control at all. So concerned have they become that they have established the Concerned Deaf Group.

But I digress. This article is about the sacked Board member. Rumours about the sacked Board member reached fever pitch, so much that the President of Deaf Can Do felt the need to clarify matters. He sent the South Australian Deaf community an open letter and apparently even translated the letter to an Auslan video. He even went as far as naming the sacked Board member. I am not sure that if naming the Board member was a wise thing to do but the man’s a lawyer, I am sure he knew what he was doing.

According to the President the Deaf Board member was sacked because he had an unresolvable conflict of interest. He was sacked because he had not been carrying out his legal responsibility to Deaf Can Do as a Board member. According to the President a Board member is responsible to be loyal to the organisation that they represent. The President states that it is OK to disagree with decisions of a Board but once a decision is made, the Board member must toe the line and bow to majority rule. If they cannot, says the President, then they must resign.

The problem is that it is not quite that black and white. You see a Board member is primarily responsible to the stakeholders of an organisation.  There is an widely accepted model of Governance used in the corporate world known as the Carver Model of Governance. Carver states clearly that, “The board is accountable to the shareholders for the company’s achieving what it should (such as ROE, long term investment value, etc.) and avoiding what is unacceptable (such as excessive risk, illegality, unethical conduct, etc.). The board must, then, connect with shareholders sufficiently to be able to speak on their behalf.” In terms of Deaf Can Do its primary shareholders are, arguably, the Deaf community. The actions of Deaf Can Do are carried out for Deaf people on their behalf. One could argue that the Government is a key shareholder too, as it funds services. But funds are given for DEAF people, and Deaf Can Do must use those funds for the benefit of Deaf people. What this means is that Deaf people are the PRIMARY group that Deaf Can Do are responsible to.

Now apparently the sacked Board member disagreed with direction taken by Deaf Can Do. He became involved in the Concerned Deaf Peoples Group. He apparently made it quite obvious that he did not agree with decisions being made by his fellow Board members of Deaf Can Do. This, according to the President, was a clear conflict of interest and deemed as not acting in the best interest of Deaf Can Do.

BUT is disclosing to Deaf people your opposition to a Board decision a conflict of interest? Is disclosing to the Deaf community how Board decisions came about a conflict of interest? It is debatable. The sacked Board member may have felt that the primary stakeholders, the Deaf Community, had a right to know. Certainly the sacked Board member CANNOT disclose the views of individual Board members, but arguably he is within his rights to inform the Deaf community of decisions that are being made. It all depends on whether the sacked Board member was malicious in his intent or not.  On the intent of the Deaf Board member I cannot comment but clearly it is not as simple as disagreeing with the Board and publicly letting people know that one disagrees, there are shades of grey.

The President also claimed hat the sacked Board member had a conflict of interest in being involved with the Conerned Deaf Group. This is possibly true but it is not the first time this has happened at Deaf Can Do. The old South Australian Association of the Deaf has had several of its Board members on the Board of Deaf Can Do while still a Board member of the South Australian Association of the Deaf. They were allowed, rightly or wrongly, to serve on both Boards. This is also a conflict of interest because technically the South Australian Association of the Deaf may have been required to protest of decisions made at that time by Deaf Can Do … Which Board would they have been answerable to? It seems hypocritical that this one Board member has been sacked for his involvement in the Concerned Deaf Group when such conflicts of interest have been allowed to exist in the past.

Nothing is ever quite as black and white as it seems. All we can say to the Deaf community in South Australia is continue to ask questions. When in doubt seek legal advice but never accept anything on face value. That means not even this article. I am no lawyer and I maybe wrong but some of the arguments put forward by the President are open for debate.

One thought on “Legal? or Making us Toe the Line

  1. Beats me that 4 board directors of Townsend House are also board directors of Deaf Society. Wouldnt you call this a conflict of interest? No, not according to them it’s not. In their eyes, any Deaf person who is a director of an organisation like Deaf Australia, a staff member of Deaf Society should not be a director of deaf society. what what???

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