The following is a copy of the text chat from the attempt at an AGM for SaskInteractive originally scheduled for 12pm Monday August 16th 2021. We would like to provide a link to the official video of the event, but SaskInteractive as yet have not posted it, despite their assurances to the attendees that they would, and later confirmed by their Vice-Chair that they would. When that changes we will link to that, though the recordings generally do not capture the text chat, and this archive will be necessary for understanding the full details of the conversation. A transcript for the video recording of the event is available here (however it contains numerous egregious errors of wording and attribution): http://saskinteractive.com/wp-content/uploads/2021/08/August-16-2021-AGM-Transcript-Recording.pdf
UPDATE
After a text conversation with the Executive Director of SaskInteractive, Darcy McLane, on September 20th 2021 he stated that the organization will not be posting the official recording of the AGM attempt. To quote him “We will not be posting the August 16 AGM video it’s due to privacy. We are also taking down the transcript aswell and removing names. My legal council advised on that.” When asked who his legal counsel was he told me “I have several pro bono” “Mekercher law here” “Seiferling Law here”. As a public meeting of a publicly-funded organization any statements made at the AGM are public record. Furthermore he announced that he was both recording and posting the meeting. In addition, Zoom has a built-in and unavoidable consent system when recording is activated, all participants must click a consent button to be recorded, or they are removed from the meeting. The right to record by default exists, people were informed and consented to the recording, on multiple grounds there is no privacy issue here. I doubt McKercher or Seiferling would provide such ridiculously untrue legal advice as he claims. However, even if he is morally, legally and ethically wrong in both his claims and his actions regarding denying the public a record of the meeting, only the board and members of SaskInteractive (and the Ministry of Justice, of course) can sanction him for his numerous harmful wrongdoings.
With his refusal to provide official documentation, we are forced to provide unofficial records so that the public can be informed about the operations, policy and statements of this publicly-funded organization. In that spirit, here is a copy of the official transcript if he does as he said he would and remove it from their website: Official SaskInteractive Machine Transcription of the August 16 2021 AGM. Again this transcript is highly inaccurate, but it is the official document provided by SaskInteractive and I have not altered it in any way.
In addition we have posted our own recording of the August 16th AGM. If they are refusing to post the official recording this stands as the only perfect record of what was said at the meeting. We apologize for the quality of the video, I forgot I had weird capture settings set up in OBS, so you only get a fraction of the screen in the recording, sorry about that. While the full transcript of the text chat is provided below, we have also added in the most pertinent text comments into the video so that they can be understood in (at least roughly) the correct time context.
We are sorry to the province’s game developers that SaskInteractive has so consistently acted unethically over so many years and has so thoroughly failed to deliver on its mandate. The actions and leadership that we have observed here are clearly a grotesque failure of duty, but also highlight the toxic culture that SaskInteractive operates in. While they choose to fail the game developers and taxpayers of this province, we will work to hold them accountable and work towards a better future.
From Rene to Everyone: 12:03 PM
hello
From Steven Greenbank to Everyone: 12:03 PM
Hello
From Gideon Belete (SaskInteractive) to Everyone: 12:03 PM
hello all
From Nyk to Everyone: 12:03 PM
hello hello
From Kenton de Jong (SaskInteractive) to Everyone: 12:03 PM
Hello!
From Justin Bender to Everyone: 12:03 PM
Hello!
From Jay Cameron to Everyone: 12:03 PM
Hello Everyone
From August Becker to Everyone: 12:03 PM
Hi!
From Michael Long to Everyone: 12:04 PM
Howdy
From Jay Cameron to Everyone: 12:04 PM
Sounds Great
From Derek Leverington to Everyone: 12:05 PM
Doing well!
From Me to Everyone: 12:07 PM
How many of the 327 members are class A members?
From Mark Lloyd to Everyone: 12:07 PM
Can we get a copy of the List of Members broke down between class A and B ?
From Johannes Moersch (SaskInteractive) to Everyone: 12:08 PM
We currently only have class A voting members.
From Me to Everyone: 12:09 PM
There appear to be non-IDM organizations on the membership list that would be class B (nonvoting) members
From Colin Witow to Everyone: 12:09 PM
How do I tell if I’m class A or B?
From Me to Everyone: 12:12 PM
You called the AGM without reviewing the membership list to know who to invite or how to determine quorum?
Its a requirement by the Saskatchewan Nonprofit Act to maintain an accurate membership list. It’s your legal obligation to maintain an accurate member list.
From Dwight Herperger to Everyone: 12:12 PM
Why not proceed with the AGM as planned, with recorded votes, etc. Should it be proven that quorum has not been achieved, then another attempt for an AGM would be required. If, however, it turns that quorum has been achieved, then the efforts of all who signed on today will have been worthwhile.
From Steven Greenbank to Everyone: 12:12 PM
“Just because there’s an AGM” kind of minimizes a redundant list’s impact on the AGM.
From August Becker to Everyone: 12:12 PM
I like Dwight’s idea.
From Steven Greenbank to Everyone: 12:13 PM
I also like Dwight’s idea
From Shaye Ruecker (SaskInteractive) to Everyone: 12:13 PM
According to the bylaws, we cannot proceed.
(3) If a quorum is not present at the opening of a meeting of members, the members
present may adjourn the meeting to a fixed time and place but shall not transact
any other business.
From Me to Everyone: 12:15 PM
It’s the legal responsibility of the organization to maintain an accurate member list, not a committee. It’s also not a timing issue. The list should be maintained accurately at all time. That is the law.
Did you meet quorum last year?
From Rene to Everyone: 12:15 PM
It’s not that we cant meet quorum. It’s that we cant verify that we have met quorum. We could be a valid quorum right now. The issue is that we dont have the information
From August Becker to Everyone: 12:15 PM
Shaye the point is that we might even have a quorum present, but we wouldn’t know due to this counting issue.
From Jay Cameron to Everyone: 12:17 PM
Well thank you all have a great day!
From August Becker to Everyone: 12:18 PM
Massive Corporation had a question about last year’s quorum as well.
From Steven Greenbank to Everyone: 12:18 PM
Massive Corporation had a question about last year’s quorum
From Me to Everyone: 12:18 PM
When will you be providing an Annual Report?
From Dwight Herperger to Everyone: 12:18 PM
So, let’s not call this an AGM. And dispense with recorded votes. But please let’s DO take advantage of this time of having everyone together. Many things to discuss, and a great to opportunity for many stakeholders to connect.
From Shaye Ruecker (SaskInteractive) to Everyone: 12:18 PM
We did not have quorum last year. We have reviewed the bylaws and are following them as best we can.
From Brandin Titanich to Everyone: 12:19 PM
Can the re-scheduled meeting be held on an evening or weekend to make it easier for people to attend?
From Dwight Herperger to Everyone: 12:19 PM
At a minimum, would be good to discuss recent developments with the shift of WD to the Prairie Economic Development creation
From Johannes Moersch (SaskInteractive) to Everyone: 12:19 PM
That is the plan, yes.
From Shaye Ruecker (SaskInteractive) to Everyone: 12:19 PM
@brandin
From Steven Greenbank to Everyone: 12:19 PM
I second Brandon’s request.
From Shaye Ruecker (SaskInteractive) to Everyone: 12:20 PM
Whoops sorry. We’re looking at that as an alternative.
We’ll probably send out a survey to get a better availability for anyone who’s wanting to attend.
From Me to Everyone: 12:20 PM
The AGM can end and this meeting can still continue, it simply isn’t the AGM
From Shaye Ruecker (SaskInteractive) to Everyone: 12:20 PM
The AGM has historically been held over the lunch hour.
From Me to Everyone: 12:21 PM
Those can be legally distinct
And the AGM has historically never met quorum
This has to be a motion
Members are still discussing things
Darcy also isn’t the chair of an AGM
From Dwight Herperger to Everyone: 12:23 PM
Good intervention, Shayne. Let’s officially adjourn and then move on.
From Me to Everyone: 12:30 PM
The bylaws state that a new time and date should be set before adjournment, so members can discuss
Correct. But the membership is annual, and an accurate member list can lower those numbers so we can actually have a valid AGM to adopt new bylaws
The SaskInteractive bylaws also state membership is annual
You can contact all the members and give them the opportunity to renew, and mention the new AGM date and time.
There’s also no clarity of the membership sign up and the bylaws class A / class B.
From Dwight Herperger to Everyone: 12:30 PM
Not to prolong the current conversation, but SaskTech has a very clear distinction between “voiting members” and “associate members”. Now is not the time to resolve this, but there are very clear paths forward. Is it possible to adjourn this particular meeting, and then to continue to have an informal convo?
From Me to Everyone: 12:31 PM
I disagree Dwight, the membership issue is absolutely vital for ever being able to hold a valid AGM. Members need to discuss this.
From Johannes Moersch (SaskInteractive) to Everyone: 12:32 PM
There’s ambiguity in some parts of the bylaws.
From Dwight Herperger to Everyone: 12:33 PM
My suggestion for a topic of conversation would be the recent announcement of the new Prairie Economic Development offices. But just a suggestion. Interesting times for the tech/digital/startup communities
From Me to Everyone: 12:34 PM
The bylaws are from 2017, the Saskatchewan Nonprofit Corporations Act was passed in 1995. There’s no issue of these being antiquated, its that the organization hasn’t understood and valued proper nonprofit governance and is mired in the problems of that historic organizational ignorance.
From Dwight Herperger to Everyone: 12:35 PM
I will respectfully withdraw my suggestions. This is an important conversation. I will likely fall into the “Class B” or “Associate” status of membership. Please accept my apologies — was just trying to be helpful.
From Me to Everyone: 12:36 PM
I’d love to have that discussion too Dwight, no worries! Very excited for Prairie WD.
You do have nonprofit management experts in this meeting
From Adam Tilson to Everyone: 12:37 PM
When you are doing the membership review, how will you verify that members are Sask residents?
From Me to Everyone: 12:39 PM
This is why I have called for more board management training for SaskInteractive.
The AGM also needs to be more than 1 hour.
From Adam Tilson to Everyone: 12:39 PM
thanks
From Me to Everyone: 12:41 PM
I think if you’re purging the members list (long overdue), they should be given a notice to renew if they want before the AGM.
Exactly
That should be done before an AGM.
From Justin Bender to Everyone: 12:42 PM
Yes I think Kai mentioned something like that. That sounds like a good guideline to me
From Steven Greenbank to Everyone: 12:42 PM
I concur
From August Becker to Everyone: 12:42 PM
I think a 30-60 day grace period is a good way to make sure people still have valid accounts, for sure.
From Brandin Titanich to Everyone: 12:45 PM
Thanks.
From Me to Everyone: 12:45 PM
You can always reach out to expert members to get some clarifications, advice, or insight. There are multiple nonprofit professional members.
From Adam Tilson to Everyone: 12:46 PM
I think you should overhaul the registration form to verify that registrants are sask residents in an appropriate field. right now it would not be hard to just register a bunch of fake accounts to keep quorum from ever being met…
From Me to Everyone: 12:47 PM
You have sign up dates on each member?
From Sleepy Dragon Games to Everyone: 12:47 PM
If this doesn’t breach the “What we can talk about line” How many board positions were up for election in this year’s AGM?
From Me to Everyone: 12:52 PM
ANY membership signup that’s over a year old can be purged since the bylaw says the membership is annual. Then give people good clear opportunity to renew.
Yes, you have a two year term on board directors, you only had four people elected last year, so all four people not elected last year are at the end of their term.
From Brandin Titanich to Everyone: 12:53 PM
The bylaws show the minimum number of directors is 3 and the maximum number is 11. Is there a reason the board members are currenly capped at 8?
From Me to Everyone: 12:54 PM
I’m sorry I don’t follow at all what you’re trying to say.
The board members have two year terms.
From Gui de Souza Rocha to Everyone: 12:54 PM
What about the 2020-2021 Financial Statement?
From Me to Everyone: 12:59 PM
Yes, that’s the norm. But the Board don’t have the right to choose their own powers. Members have that authority.
Its key that the board not try to claim powers it does not have by the Sask Nonprofit Act.
When will people be given the annual report?
Nope, you can provide that anytime. Its not restricted, its minimum that its presented at the AGM.
From Me to Everyone: 01:13 PM
Saturday AGM is great
The members get to choose how many board members are serving. The board serves at their discretion, they call the shots.
I don’t think any AGM Saskinteractive has held has ever met quorum
That is a legal requirement
From August Becker to Everyone: 01:13 PM
I think the peak was 31 or 32 people, for reference.
From Rene to Everyone: 01:13 PM
33
Analysis
That’s it for the text chat record, if they ever post the actual video recording (which they clearly have since they made an automatic transcript of it) as they said they would we will happily provide that link as well. Without we can only provide you with a fraction of the conversation that happened, but we can see some clear and important facts emerge:
- SaskInteractive has violated the Saskatchewan Non-Profit Act by failing to maintain an accurate membership list. This isn’t just an egregious failure of duty, its a critical and destructive act to any hope of transparency and accountability. Without an accurate membership list quorum cannot be determined. Without it no accurate voting rights can be determined. There is no way for a membership organization to conduct itself without a membership list. This vile act denies the member’s their rights, destroys the ability for the members to act or hold the organization accountable. This is such a corrupting state of affairs that this failure is a jailable offence (The Saskatchewan Non-Profit Corporations Act).
- At least one previous AGM did not have quorum (records indicate others failed as well, my attendance as an observer on two others would confirm its a widespread problem). Any elections or acts at AGMs without quorum would not have consent and agreement of the members and are null and void.
- They don’t understand or pay attention to member classes. This could mean that people that shouldn’t be given rights are. This includes people that are currently and formerly serving on the board. People that are not directly involved in Interactive Digital Media are not suppose to hold full membership, gain voting rights, or should be running for the board (since they are voting member representatives and wouldn’t themselves be voting members). This leads to an organization that is swayed by inappropriate votes and led by inappropriate people.
These are just the critical failures that came up in a single one and a quarter hour conversation. Many others exist. Its vital to the future of the creative sector in Saskatchewan that SaskInteractive is held accountable and is cleaned up. These failures prevent the organization from functioning properly, and without it Sask creatives are being underserved (or mistreated) and time and money are being wasted.
The 2nd AGM
Despite quorum being a failure that prevented the AGM and required a second AGM to be held in response; as of 5pm September 16th SaskInteractive had not posted on their website, facebook or twitter account any details of the second AGM. A full month after the first failed AGM they have still failed to post the recording of it as promised, and have failed to announce to the public the need and the details of the second attempt at an AGM. They have made no attempt to make the second AGM any more successful. The public, and the Interactive Digital Media creatives they purport to serve, are being failed yet again. Whether through incompetence or corruption these actions damn the process and the community.
SaskInteractive needs to be held accountable.
We need the community to help make that happen. To learn how, keep reading here.