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LIST OF DOCUMENTS
Provided to Yindjibarndi Aboriginal Corporation by Bruce Woodley, Chairman of the Wirlu-murra Yindjibarndi Aboriginal Corporation On 18 January 2012 NB—The documents are ordered by date.
1. 14 June 2012—Minutes of WMYAC Board of Directors meeting 2. 28 June 2012—Email correspondence Davina Boyd/RCD Consulting to Bruce Thomas
(WMYAC Business Manager) 3. 22 June 2012—Invoice # 23 RCD to WMYAC 4. 22 June 2012—Invoice # 24 RCD to WMYAC 5. 23 June 2012—Invoice # 27 RCD to WMYAC 6. 23 June 2012—Invoice # 28 RCD to WMYAC 7. 21 July 2012—Email correspondence Bruce Thomas to Michael Gallagher 8. 7 August 2012—Minutes of WMYAC Board of Directors meeting 9. 20 August 2012—Letter Bruce Thomas to Davina Boyd/RCD 10. 24 October— Minutes of WMYAC Board of Directors meeting 11. 12 November 2012—Email correspondence between Davina Boyd and Bruce Thomas
Plus Attachment dated 8 October 2012— Invoice #35 RCD to WMYAC
12. 12 November 2012—Email correspondence between Bruce Thomas, Michael Gallagher, Davina Boyd, WMYAC Vice-Chair and WMYAC member Vincent Adams
Inventory of Identities
− WMYAC—Wirlu-murra Yindjibarndi Aboriginal Corporation1. − YAC—Yindjibarndi Aboriginal Corporation2. − Bruce Thomas—WMYAC Business Manager.
− RCD Consulting—A business name owned by MGA Consulting, which in turn is wholly owned by Michael Gallagher’s wife, and former WA State Manager of the National Native Title Tribunal, Lillian Maher. Mr Gallagher and Ms Maher are joint Directors of MGA and control RCD. RCD was recruited by Mr Gallagher to undertake a strategic planning, governance and communications consultancy for WMYAC.
− Davina Boyd—responsible for ‘Stakeholder Relationships Management’, RCD Consulting. − Michael Gallagher—Previously employed for five years as Anthropologist, Manager Aboriginal Affairs, and
Aboriginal Access and Opportunity Manager in FMG’s Land Access Division, where his job was to ensure “that [FMG’s] grant of project tenure is not delayed on account of approvals under the Native Title Act.”; currently employed by WMYAC as Native Title Manager, or Consultant Anthropologist; Co-director MGA Consulting, Spouse of Lillian Maher.
1 A splinter group of the Yindjibarndi People formed in 2010 with the secretariat and financial sponsorship of Fortescue Metals Group after the Prescribed Body Corporate and elected representative of the Yindjibarndi People, the Yindjibarndi Aboriginal Corporation (YAC) refused to sign FMG’s defective and inequitable land use agreement. 2 YAC is the chosen representative institution of the estimated 1500 persons who currently comprise the Yindjibarndi People, who live principally in and around the township of Roebourne. In meeting its responsibilities to both the present and future generations of Yindjibarndi people, as both a Prescribed Body Corporate (PBC) and a Registered Native Title Body Corporate (RNTBC) under the NTA and the PBC Regulations, YAC holds on trust and is obliged to manage the native title rights and interests that were declared to exist by the Court for the benefit of all Yindjibarndi People.
− Daniel Gallagher—provider of professional video services to WMYAC, and Michael Gallagher’s son.
− Paul Aubrey—WMYAC Vice-Chairman.
− Vincent Adams—WMYAC member (slated to be WMYAC CEO).
− Janette Tavelli—Principal at Integra Legal, Legal representative of WMYAC http://integralegal.com.au/
− Lillian Maher—Former State Manager at the National Native Title Tribunal, Owner Sillytown Pty Ltd, MGA Consulting Pty Ltd, and RCD Consulting; spouse of Michael Gallagher.
− Lisa Maher—FMG Heritage Manager; daughter of Lillian Maher.
− Tom Weaver—FMG Native Title Manager; previously National Native Title Tribunal Manager for the Geraldton, Kimberley and Pilbara region, and Acting State Manager NNTT; a close family friend of Ms Maher and Mr Gallagher.
− Blair McGlew—FMG Chief Negotiator & Land Access Manager. − Alexa Morecombe—FMG Group Manager Land Access.
_ .. -..
Minutes of Wirlu-murra Yindjibarndi Aboriginal Corporation (WMYAC) board meeting
Present
Bruce Woodley
Paul Aubrey
Rhiannon Ranger
Aileen Sandy
Allery Sandy
Gloria Lee
Jimmy Horace
John Sandy
Ken Sandy
Maudie Jerrold
In Attendance
Alice Guinness
Amy Jerrold
Berry Malcolm
Bruce M onadee
Bruce Thomas
Clifton Mack
Diana Smith
Jeremy Sandy
Jill Tucker
May Adams
Michael Gallagher
Michelle Adams
Ricky Sandy
Held at 6 Queen Street Roebourne
On Thursday 141h June 2012
(Chairperson)
(Deputy Chairperson)
(Treasurer)
{Director/ Applicant)
(Director)
{Director)
(Director)
(Director)
(Director)
(Director)
(Elder)
{Elder)
(Elder)
{Elder)
(Business Development Manager)
(Elder)
(Elder)
(Member)
(Elder)
{Elder)
(Consultant)
{Office Manager)
(Elder)
Sylvia Al lan
Guests
Clinton Walker
Janette Tavelli
(Appl icant/ Elder)
(Managing Director Gurrgura Pty Ltd)
(lawyer)
Meeting Opened 10:30am
-·· -" -..
The Cha irperson welcomed special guests Clinton Walker, Director of Gurrgura Pty Ltd and Janett e
Tavelli
1. Apologies
None
2. Conflict of Interests
Nil
Corporation Structure
Michael handed out Davina Boyd's report structure which came out of an earlier workshop with the
group at the moment Davina is away in Europe this is only a DRAFT and the Board needs to consider
the structure and I suggest that it be finalised .
We are at the end of the financial year and the funding of my posit ion needs to be discussed .
FMG has been funding my position and I have been employed by FMG for approx. 18 months ago
and they have continued to fund it up until now. The original idea was that I would come here for
three months to deal with the issues it is now more than two years and we have been batting away
with all these YAC troubles and it may continue for some months at least. FMG in their planning
process whereby everyone had to put up their budgets and Tom Weaver in his budget has put in
there to continue to fund my position here, the question is does the Boa rd wish for me to continue
here as ultimately it is a Board decision .
Some of the elements which have come out of Davina's report and that even after two years the
Wirlu-murra group is still here and has had governance train ing (which will continue), you signed off
on a strategic plan over a month ago. We will continue to deal with issues regarding the number one
claim and in terms of community development the way forward is to think about how you lead the
community and what you would like to ensure happens in the future for Yindjibarndi people in
Roebourne. You will need to make some decisions on the JV and there is a proposal from the monies
left in the Yindjibarnd i Solomon Foundation for that to be transferred to Wirlu-murra or the trust it
raised all sorts of questions about management about those things.
We need to follow processes that need to be set up properly; it includes ensuring that you continue
with good governance and training. To keep an eye on the strategic plan. The next phase is the
organisational structure and structure which we need to make some decisions about. Part of the
structure talks about a CEO which isn't in there at the moment.
There was some discussion last year the Vincent Adams may take on the role of CEO but health
issues got in the way and things have moved on from there. One of the things about the CEO is that
is an expensive exercise which you currently don't have at the moment and of the difficulties with
th is concept is that the whole business of YAC and the courts is a distraction and in the public arena,
it would be difficu lt to attract someone in the middle of the conflict currently involving the two
groups. That position may need to be revisited in six months.
, .. ;,-
We need to develop an income strategy we are not sure what the outcome will be in settlement and
the final agreement with FMG but we can be optimistic that Wirlu-murra will end up a strong and
independent organisation. YAC will plainly continue to fight with FMG as they want to stay at the
front of the line with any agreement making with RTIO and Hancock Prospecting and other
proponents. In summary at this stage we don't know what Wirlu-murra's share of the royalty will be
from the final agreement with FMG. The sustainable income strategy is critical and as part of the
land access agreement is all the contracts and JVS and so on will offer great potential and can be
substantial independent income for the future.
YAC will continue to scrutinise everything that we do and sometime by the end of the year we will be
lodging financial reports and we have to be prepared for YAC to ask questions about those matters
in the public arena .
Wirlu-murra organisation is properly staffed and communication is open between the Board and
staff who work for Wirlu-murra Corporation. So that the Board will always feel that it's in control
and is making decisions in an informed way. The Board need to finalise the document within the
next couple of meetings or once the legal position have become a lot clearer.
Communications strategy will continue with Kreab & Gavin Anderson providing a very good service
to us and it's been confirmed about the need to keep the membership informed and to keep putting
the correct information out there to the wider public and stakeholder groups.
The present employees in the office are Bruce, Michelle and I so the structure needs to be real clear
on the staff role and staffing needs in the organisation. I left FMG 18 months ago and my role was
basically as defacto CEO I basically did everything, the legal strategies, admin tasks that included the
payments for sitting fees etc ... We now have a very good legal team that is focusing on the
substantial legal challenges facing us but you are moving forward on the support of very good legal
advice.
I also get involved in Heritage matters and work on matters collectively with FMG, RITO, government
organisations, Shire of Roebourne, NFYL etc. internally there is a lot work that needs to continue so
that we all need to be very clear on who is responsible for when decisions need to be made.
Bruce Thomas was hired as Business Development Manager but with all the tasks that need to be
dealt managing the financial aspects of the corporation is now a lot more complicated a search was
made through our accountants and it has been suggested that a bookkeeper be employed.
Where there are gaps we need to consolidate the governance structure and staffing needs to keep
implementing the strategic plan which is the model we have been working towards, we encourage
the Board to give an opinion as it is your organisation. In the development side of things it is a very
difficult job, I did a very difficult job for FMG on their strategy on how to work and deal with
Aboriginal people in the Pilbara, RTIO has done this before, they have invested a lot of time and
resources into assisting Aboriginal people to have the capacity to compete for JV's and contracts.
It is possible to set up a Business Development Committee with the Board and get a volunteer expert
to bring in more resources to assist with the function of business development. Most Boards have
independent people who are experts in their field (financial investments & business development) .
We need to build up that independent business phase to develop an income.
We start an action plan in the next couple of weeks with staff to further develop that strategic plan
and to bring the beginning of the proposal on how we are going to make it all work and Davina will
be a part of that strategic plan workshop. Membership is critical to the organisation and we need to
start planning for a general meeting to keep the membership informed.
It is possible to attract some funding from outside sources from philanthropic groups recently we
had contact from Daniel Morecombe from Perpetual who gave us a hand with some monies coming
through last year. Philanthropic organisations are usually well funded and can provide funding for
projects and programs that can benefit the community. The building up of the Wirlu-murra business
and organisation is very much a good news story and I think we can get some assistance to do it.
What is being proposed today is that Davina's draft structure is accepted in principal and that we
invite her back to Roebourne to the next board meeting to finalise the work around it.
My employment and time is limited to the land access agreement with FMG and I am not interested
in the CEO position. Bruce's proposed structure suggests that the Executive Manager position will in
effect become the CEO's positions in relation to Davina's structure.
The issues of conflict of interest with my role as an ex FMG employee and now consultant is an
argument which YAC continues to put up.
The conflict of interest has got in the way of good governance and how and when decisions are
made so I spoke with Peter Seidel and we had a very good meeting in regards to working for Wirlu-
murra for the first 6 -8 months and the question was asked of him; is there a legal problem?
Peter's response was; the only thing that will become an issue is if the Wirlu-murra board of
Directors lose confidence in you to be able to carry out the work that you want them to do. I spoke
also with Janette Tavelli and asked if there is an actual legal impediment to me being in this role and
position. We have had trouble with Kerry Savas as all are aware he now works for YAC this is the
issue that they are focusing on much of it untrue. The Board needs to decide if my position should
stay or go and if I stay
Janette
The first thing to think about is the big picture - where are you guys heading - you are heading
toward a well organised group which is able to achieve its outcomes and you don't want to be
having internal issues which cause grief because you have enough to deal with.
It is clear all the people you have had in here have the best intentions and pushing in the right
direction and you only have to look at the work that Michael and Bruce have done to see they have a
commitment to the group and there are no issues about where the group is going to and you have 2
good people here with the background and expertise.
When you are putting together a team you look at their backgrounds and what they have to offer
and that is the big exercise for anyone- working out who has to do what in the structure
In terms of where you are at in stage of development, you have been going for 2 years and as you
move along in terms of the activities you are involved in and where you are at, you will have to start
looking at different ways of doing things and I reflect on my own position where you start off and 1
person is doing everything and then you get a bit of help along the way and then at the other end
you have a public listed company which has specified positions- how I classify where you guys are at
is, you are not at the beginning and you are not at the other end -you are similar to a fair size
sporting committee where you have a lot to cover and you allocate the tasks within the group to do
them
After you have done a Strategic Planning exercise, the organisation structure is like another job that
is part of the SP but is not always an easy job to do and requires a lot of time and effort to determine
what the position is
I don't know what the process has been to get to this position but for example, in any organisation
when you are doing a restructure, whether it is a family business or a sporting org, you get everyone
in the group to make a list of what they do- when you look at the lists compared, you will see what
overlaps. I don't know how Davina has done the exercise in determining what everyone does
MG She has come up to talk to people
JT She may have already done that process and worked it out -the one thing I've noticed in
the times I've been here is the things that take up time and just happen - they're not on
anyone's check list (people turning up at the door, cars break down and people need to be
picked up) and they take up a lot of time so maybe managing the small things frees
everybody to do the other bits and pieces
In terms of the structure, I'd say I agree with Michael, the board needs to look at it and it's a
serious process and needs to be looked at properly.
Off the top of my head I could make some comments in relation to the categories but it's not
going to help anybody because I don't know enough of the background .
Michael has put this on the table and Bruce is concerned about how it got here and I can see
both sides of the fence but at the end of the day, the board has got a job to do and that is to
consider the document and think about it over the next few weeks and few board meetings
and work what out what you are going to do.
In the meantime the immediate issue is what needs to be considered is Michael's
continuation in the organisation and the sense I get is everyone wants to keep Michael on
board and moving forward, everyone has to keep doing what they are doing and maybe
share it out more
Is the issue that Michael has such a conflict that he shouldn't be continuing- well I think the
answer is conflict has to be handled and dealt with and part of handling it is part of the
governance process but there has to be an understanding of the process and how it is dealt
with and how information is dealt with and this is part of the organisational structure and
also part of the information movement around the organisation
MG I have a question; you've kind of just suggested I do have a conflict
JT I don't think you have a legal conflict
MG I think it's important for the board to understand
JS You've got to help us understand conflict properly
JT Confl ict means when one person's interest is conflicting with another group- you can't be in
both camps effectively. Now the reason why it's come up is both George Irving and Michael
Woodley have made an issue of Michael Gallagher working for FMG etc. but the fact is in
terms of how Native Title matters work and how the Act works, its intended the Aboriginal
Corp's will work with the mining companies to achieve certain outcomes. The 2 examples I
have of work done previously by my firm are exactly the same- the mining companies have
worked in close proximity with the Aboriginal Corporations and all the accounts get paid by
the mining companies- I have examples of meetings being set up and the mining company
got the bill for the biscuits
Michael has been in a difficult situation as he has been painted out there as wearing several
different hats and obviously Michael's background is he has worked for FMG and he does
have the contacts
MG This a is a positive for Wirlu-murra
JT The positive part of that is you have the contacts within the organisation of people you want
to do business with to achieve outcomes which is a good thing. But from a governance
perspective to try and cover Michael's position so he is not continually being challenged, and
to cover the Corporations position to show that it is doing th ings properly, is to set up the
procedures for how information gets distributed, gets dealt with, which jobs you have got,
which jobs you haven't got and all the rest of it.
That's how you cover conflict because conflict can be a real conflict but that's not the
situation we have got here.
It can be a perceived conflict where people think oh yeah, Michael isn't working for Wirlu -
murra, he's working for FMG and that's the sort of noises we are getting out of the other lot,
but you people have to make a judgement yourselves of the person you are dealing with,
just like you are dealing with Bruce, like you're dealing with Michael and like you're dealing
with me and you have to have a sense of is that person doing the right thing, are they doing
the right thing by the organisation - if you have got the feeling that they are and you are
happy with that and you've got that sense of trust then you make the decision .
Then you move onto the second stage - how are you going to make sure that those people
don't get put in that position where there are constant allegations or accusations- you deal
with it in the procedures, you set up the procedures and work out how communications
happen .
Don't get caught up in petty arguments - you guys have a lot to offer and a lot to look
forward to, you're moving in the right direction, just get on with it- have a think about the
structure and your structure could be what you are aiming for/ to achieve, in a 2 or 3 year
time frame or even a 12 month time frame.
You may even work out what you are going to put in place for the next 12 months and what
are you going to try and have in place in the next 2-3 years and in the meantime, who does
the jobs along the way.
In terms of what Davina has got here, it may well be that your funding and your level of
activity is not going to achieve or warrant (cut off)
BT It doesn't, and that I why I didn't want it tabled and Michael has asked the board to adopt
the plan as is. I strongly object to the under handed way Michael has approached this matter
as I had previously discussed these matters with Michel and requested we resolve them
between ourselves and not bring the fight to the board table. Michael and I met a few
weeks ago and I put my views forward and I asked Michael for his feedback and I am
disappointed that rather than provide me with any feedback, he has seen fit to table this
document and involve the directors.
I also find it abhorrent that Michael would attempt to influence the directors in their
thinking by hand delivering copies of Davina's documents to directors last night - this
completely goes against the principles of good governance and good management and I
object to the document being tabled today and Michaels request that the board adopt
Davina's proposed structure without full and frank discussion.
JT Tabling is not a problem, if it's tabled for discussion purposes, I don't have a problem with
that. Anyone can table anything and everyone has an opportunity to think about it.
I would feel uncomfortable if I was a board member if I was asked to say Ok, this is a
document and we're going to rubber stamp it and that's it -I'd want a bit more time to have
a look at it
MG That's what I was suggesting
JT OK, that's fine; I agree with you, everyone needs more time to look at it
KS What about the board members come back here and sit down with someone like Michelle
so we can read it properly
JT There's plenty of time to think about it- like I said, the structure in this diagram might be
what you are aiming towards and in the meantime it may be that some of these jobs may
have to be combined or shared and at the end of the day, there's no magic in the words CEO
-Michael Woodley calls himself CEO- what does it mean? You can call yourself a General
Manager or a Managing Director. At the end of the day all its about who has to do what and
where do the jobs get allocated and how do they get allocated and how does the
information flow
To avoid for example Michael continually being subjected to accusations that have been
coming out of George and bandied about and causing everyone grief, there's different things
you can do.
So for example, with my emails, if it's an issue that relates to structure of an agenda, I'll
email it to Bruce and I'll cc it to Michael
MG They are issues that working through the course of this document we need to clarify
JT This document is a starting point- at the end of the day, you're going to have put together a
lot of protocols and structures as well - if Davina has already done the job of identifying
what everyone does (cut off)
MG Bruce is not happy with that
JS Will Davina be back to explain this document properly to us?
MG She will be back in a couple of weeks so at the next board meeting
BT My issue is trying to deal with what you will hear me talk about as deemed or perceived
conflicts of interest. Michael has made reference to taking legal advice, I'm not talking
about whether a legal challenge will be made, it's actually what people within our own
directorships and people within the wider community see as a potential conflict and it's
really about addressing that in terms of the structure
JT I'll give you an example (cut off)
MG It's not going to happen
BT What do you mean it's not going to happen?
MG We are always going to be getting flack while I'm here about that conflict
BT But if we put structures in. place to deal with it and I don't mind sharing this with you- one
of the structures I put forward was: given my role as the senior person here and having been
referred to as the CEO, I made a suggestion perhaps I could become the "acting CEO' simply
for acting as a figure head which removes Michael out of the spotlight from people attacking
him and saying oh he's the spokesperson, he's the one negotiating with the lawyers. All it
does is it puts a structure in place so if there's any attack it hits me and if I'm an employee of
the organisation, I can't be seen to be in conflict unless I've done something really bad and
the directors think I am in confl ict
MG We need to talk about it through this process
BT I accept that but you've had the opportunity to say your piece and I'm just responding
JT Can I just say with conflicts for example, a real conflict within say a legal firm, you can't act
for 2 parties at one time but in some legal firms, what they do is set up 2 teams that act on
opposite sides and thyme just make sure the information doesn't flow, so if a law firm can
do it on a matter which is a strict legal conflict then I'm sure an organisation can deal with
the perception that is out there . There are ways of dealing with it and don't let it come
between you
BT What we are dealing with is a very unique position - I'm not sure if the people around this
board table realise Michael's position has not been replicated within any other TO groups in
terms of a mining company paying for an external consultant to work with a board. I
actually thought it was common place until I addressed it recently with FMG and they
advised me it was one off so that in itself creates uniqueness around the position.
JT I've seen it done -it depends on what you call a consultant. I think there are ways and
means of dealing with it and I'd really just get on with the process. There are other
examples out there of people who are in consultant roles providing advice to groups working
within groups etc., even working up in this area.
I'm not sure in this structure it's necessary to limit your description to consultant
anthropologist
MG No, that's just what people have described it as
JT I can think of other names that can be used with that sort of role. I just encourage everyone
to have a look through the documents, have a think about them, talk to each other and try
and work through this, because its important to get the structure and governance going on
track but it's more important you don't forget what the big picture is.
MA It's important for this structure to be workshopped so that Bruce's role and my role and
Janice's role and anyone else who comes on board know what their role is in the office.
''\ .
Even yourself as a board of directors need to know what we do in the office and work on
your behalf
· JT Can we have a wangka amongst ourselves and explain what we are doing about today
BW Yeah, that's why I wanted to wangka? (kirri?) we can go away and we can discuss it amongst
ourselves 'cos I know some of the elders don't understand the white fella way English and
we'll discuss ngarda way
RCD Consulting A.B.N. 42149084515
Wirlu-Murra Yindjibarndi Aboriginal Corporation C/- Mr Bruce Thomas 6 Queen Street Roeboume WA 6718
R04/12 WMYAC (Communications) May & June 2012
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... ---·· -..
Minutes of Wirlu-murra Yindjibarndi Aboriginal Corporation (Wirlu-murra) Board Meeting
Present Bruce Woodley Paul Aubrey Jane Ranger Aileen Sandy Allery Sandy Gloria Lee Jill Tucker Jimmy Horace John Sandy Ken Sandy Maudie Jerrold
In attendance Bruce Thomas Michael Gallagher Michelle Adams Berry Malcolm Bruce Monadee Diana Smith May Adams Sylvia Allen
Held at 6 Queen Street Roebourne
On 7 August 2012
(Chairperson) (Deputy Chairperson) (Treasurer) (Director/ Applicant) (Director) (Director) (Director) (Director) (Director) (Director) (Director)
(Business Development Manager) (Consultant) (Office Manager) (Elder) (Elder) (Elder) (Elder) (Elder I Applicant)
Meeting opened at 10.30am
1. Apologies
N/A
2. Conflicts of Interest
N/A
3. Confirmation of Previous minutes
The minutes of the previous meeting were not available and will be tabled at an upcoming meeting once Transcription Services have transcribed them
4. Matters arising from the minutes
N/A
5. Correspondence
As tabled
6. General Business
Consultant Position (Michael Gallagher)
.:'t ,,
Michael Gallagher sought clarification about whether he is a consultant to FMG or to Wirlu-murra referring to the recent email relating to payment of consultant invoices and whether they should be paid by FMG or Wirlu-murra. He advised that he does not currently have a contract. He tabled a proposed job description and spoke to this document outlining his credentials.
The Board held an off-the-record discussion which was not recorded.
Meeting adjourned: 11:35pm Meeting resumed: 12:35pm
Michael Gallagher advised that FMG have identified that there is funding available for his position for a further 11 months and that they would be willing to make payment into a Wirlu-murra account to enable invoices to be paid from Wirlu-murra . He advised that it is his preference that he reports and seeks instruction from the Board.
The Chairman acknowledged Michael Gallagher's position with Wirlu-murra and indicated that they are keen for him to continue working with them.
The board resolved Paul Aubrey and Vincent Adams to meet with Tom Weaver to guarantee the salary funding for Native Title Manager Position {Michael Gallagher) to Wirlu-murra until June 2013 and for a letter to be drafted by Bruce Thomas to be signed by the Chairman. Allery Sandy/Jill Tucker
Governance and Organisational Structure (Bruce Thomas)
Bruce Thomas provided some background information around the rationale for the Organisational Structure that he had tabled:
• He outlined the difference between governance (d irectors) and management (senior managers). He indicated the clunky nature of the current management structure whereby Michael Gallagher manages some parts of the business but Bruce Thomas manages other parts causing confusion and conflict .
• He cited several examples in which lack of good governance and conflicts of interest/perce ived conflicts of interest had been displayed, specifically the work which
,,, ,-
Davina had undertaken was invoiced by RCD consulting - an organisat ion run/owned by Michael Gallagher and his wife and in addition to his undeclared conflict, the organisat ion sought a 15% ad min fee on top of the cost of the work completed .
• Michael Gallagher stated that neither he nor his wife were associated with RCD
• Bruce Thomas advised Michael had himself confirmed to Bruce (upon Bruce receiving the invoices by email and questioning Michael on who RCD consulting was), that it was a consulting business operated by himself and Lillian and another partner, however Bruce confirmed he would withdraw his statement relating to Michael and Lillian's involvement in RCD if evidence was provided confirming they had no involvement in RCD
• Bruce Thomas cited examples whereby engagement of external consultants by Michael Gallagher had caused Wirlu-murra to overspend budgets.
• Bruce Thomas identified several of Michael Gallagher's close relationships identifying that the nature of these could be perceived negatively by critics of Wirlu-murra.
Bruce Thomas clearly stated that the proposed Organisational Structure was not an attempt to ostracise Michael Gallagher, but rather an attempt to ensure that the Organisation is run appropriately and is not exposed to attack from external critics.
Bruce Thomas outlined his organisational structure and admin istration proposals covering the following:
• Reporting channels to the Board (all reporting via a GM/Acting CEO position) • Road maintenance contract staffing not viable without income stream. • Proposal to offer permanent Office Manager/Community Development Manager role
(M ichelle) . • Book-keeper role to be reduced to 1 day per week. • Recommendation to disengage North West Accounting due to their poor quality of work . • Recommendation to engage auditor to review Wirlu-mu rra 's financial affairs. • Recommendation to engage RSM Bird Cameron as Wirlu-murra's accountant and auditor. • Proposal that Business Development Manager [Bruce Thomas] also assumes the role of
'Strategic Figurehead' for the organisation, i.e. General Manager/ Acting CEO indicating that the roles are complimentary.
• Introduction of employment contracts, job descriptions, staff training, staff performance appraisals.
• Proposal that Michael Gallagher avoids being put into a position whereby he is issuing instruct ions on behalf of the Organisation.
Bruce Thomas identified his own credentials to undertake the General Manager/ Acting CEO role.
Michael Gallagher spoke in defence of his actions while working with Wirlu-murra to date covering the following:
• His influence in changing perceptions of lawyers/consultants working with Wirlu-murra.
• confirming his friendship with Davina but highlighting the professional reason for engaging her to work with Wirlu-murra.
• Outlining his objection to doing business with [Sino Stralis] • Stating that his wife has no involvement in RCD consulting. • Noting his concern that comments relating to his character and family are being recorded
and that information such as this appearing in Board minutes could provide potential information that can be used to attack Wirlu-murra .
• Stating that the Board has been informed about his relationships. • Stating that his focus has been on taking on the fight with YAC. • Stating that Daniel Gallagher will not work for Wirlu-murra again, but that he had been
employed previously because he was available and reliable at time when no-one else was willing to work with Wirlu-murra.
• Requested that the information relating to his wife be removed from the minute's record and undertook to have a letter drawn up confirming that Lillian had no involvement in RCD consulting
Action: Michael Gallagher to provide evidence that Lillian has no involvement in RCD Consulting.
The work of Daniel Gallagher was acknowledged by the Board and they recorded their gratitude for the quality of the video that was produced by him.
The Cha irman acknowledged that Bruce Thomas has raised these issues in his role as Business Development Manager and sought his input into how the information relating to Michael Gallagher's family should be recorded.
Bruce Thomas advised that once evidence has been received to establish that Lillian connected with RCD consulting, the comments relating to her involvement can be struck from the meeting minutes.
Meeting adjourned: 11:50 Meeting resumed: 12:40
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Invoice Payment
Michael Gallagher requested payment be authorised for his 4 overdue consultancy invoice payments and requested approva l be given fo r payment of the outstanding RCD invoices.
Bruce Thomas identif ied that he is disputing the 15% adm in charge on the RCD invoice and also highlighted Michael only had one outstanding invoice, not 4 as stated by Michael
The board resolved the RCD invoices be paid less the 15% admin charge.
Michael Gallagher addressed an email received from Bruce Thomas in which Bruce had requested Michael send his invoices for consultancy work and accommodation to FMG for payment. Michael advised he did not see why the status quo should be changed
Bruce Thomas expressed his disappointment in Michael again bringing an issue like this to the board without first discussing it with him However in response, Bruce advised Michael's accommodation arrangements are between him and his landlord and are funded by FMG, so therefore his accommodation has nothing to do with WMYAC and as such, he is liable for the costs, not WMYAC. Bruce also highlighted from a taxation perspective, we cannot legally pay a bill in Michael's name and claim it as an expense against WMYAC. Accordingly, in light of the aforementioned, it is not appropriate WMYAC receive the invoices and recommended Michael make arrangements between the landlord and FMG for payment of the invoices.
Action: That the issue of Michael Gallagher's accommodation contract is dealt with during the FMG meeting between Tom Weaver and the Wirlu -murra directors.
Minutes of the Wirlu-Murra Yindjibarndi Aboriginal Corporation (Wirlu-Murra) Board Meeting
Held at 6 Queen Street Roebourne
On 241h October 2012
Present
Bruce Woodley (Chairperson)
Jimmy Horace (Director)
Allery Sandy (Director)
Gloria Lee (Director)
John Sandy (Director)
Aileen Sandy (Director)
Maudie Jerrold (Director)
In attendance
Bruce Thomas (Business Development Manager)
Michael Gallagher (Consultant)
Michelle Adams (Office Manager)
Janette Tavell i (Lawyer/Integra Legal)
Maylene Harold (Elder/Member)
Wendy Hubert (Elder/Member)
Dinah Smith (Elder/Member)
Berry Malcolm (Elder/Member)
May Adams (Elder/Member)
Esther Mingo (Elder/Member)
Bruce Monadee (Elder/Member)
Ricky Sandy (Member)
Celia Sandy (Member)
Guests
Tom Weaver
Blair McGiew
(FMG)
(FMG)
1. Meeting opened at 11.05am and Bruce Woodley welcomed Esther Mingo as an Elder/Member of the Wirlu-Murra Corporation to participate and observe at her first meeting with the Board of Directors.
2. Apologies
Paul Aubrey (away in Alice Springs)
Rhiannon (Jane) Ranger (away at work)
Apologies accepted John/Jimmy
3. Conflict of Interest
N/A
Unpaid rent on Point Samson property
Michael questioned why the invoice from his landlord for his accommodation out at Point Samson had not been paid
Bruce Thomas reminded Michael of their previous discussions on this matter and highlighted that Michael's renta l is tied up with his employment contract and until such time as the board had signed off on his employment/engagement, he cannot assume that WMYAC will be responsible for payment of his rental.
Bruce Thomas also expressed his disappointment in Michael deliberately going behind the boards back and asking Bruce Woodley to sign the tenancy agreement for the Point Samson property knowing full well at the time of asking Bruce to execute it, that the board had not signed off on Michael 's employment contract and neither had the board resolved WMYAC would be responsible for Michael 's rental.
Bruce pointed out to Michael and the directors this was unprofessional and left WMYAC in a difficult situation where a contract had been executed by the chairman without the authority or resolution of the board .
Michael questioned why the landlord should be out of pocket and surely they should be entitled to be paid.
Bruce responded that Michael had brought this upon himself (and the landlord) and highlighted the alternatives which he had provided to Michael last month when Michael raised the same issue. These alternatives are:
1. Michael pay the rent himself and raise an invoice on FMG for reimbursement or 2. The landlord send the invoices directly to FMG
Michael Gallagher
On communications - informing the broad that there has been a 13 page article on the FMG vs . Yindjibarndi fight and a reporter by the name of Paul Cleary from "The Australian" has been chasing for a story.
Bruce Thomas
Suggested that should Wirlu-Murra wish to respond to matters raised in the on the YAC and FMG fight then questions should be sent or emailed to our organisation and the Wirlu-Murra board can respond to them.
Michael Gallagher
Read the media statement that is proposed to be sent to Gerry Georgatas of the National Indigenous Times.
Bruce Thomas
Suggest also that Gerry Georgatas be invited to speak with the Wirlu-Murra instead of putting the Wirlu-Murra story in writing.
