A substantial number of auDA members recently signed the online petition for a S249D Meeting, and put forward four resolutions to be considered. You can read them here.
The deadline for auDA to call the meeting is this Friday 7th July. In the past two weeks, Cameron Boardman (CEO) and Di Parker (Company Secretary) initiated several conversations with me to discuss each of the four resolutions. Our discussions – and my subsequent concerns – are reflected in this letter of the 26th June.
PDF: Letter to auDA 26 June 2017 Redacted
How Can auDA Simply Ignore The Law?
auDA, and each of its Directors, have an obligation to observe the Corporations Act 2001. Last night I was informed by Cameron Boardman and Di Parker that Resolutions 1, 2 and 3 have been deemed invalid, and therefore will not be put to the meeting.
Hello! Deemed invalid by whom? Where is the legal advice? Have you initiated Court proceedings to try and affirm your legal advice? Before you “willy nilly” decide to arbitrarily reject “our resolutions”, then you must do this.
If auDA (or their lawyers) don’t believe that the resolutions we seek to have passed are within the power of the members to consider and pass, then go to Court for the appropriate relief. The statutory and common law position around this is very clear – as is the case law.
You have been put on notice.
What Is auDA So Afraid Of?
This unilateral action to declare Resolutions 1, 2 and 3 “invalid” smacks of fear. They should all be dealt with – not just one.
auDA is a membership organisation governed by the Corporations Act and a Constitution. It is not a dictatorship. Please let members freely express their will through legitimate means. All four resolutions need to proceed to the S249D meeting.
The Board and management of auDA have the opportunity to make their case against any or all of the resolutions.
Ned O’Meara – 5th July 2017
Disclaimer
auDA has taken upon itself to be judge, jury and executioner.
Wow. So allow me to think aloud while I try to map this in my own mind.
Res 1 has been deemed invalid, but we have been given no evidence or rationale.
auDA then “accepts feedback”, back-tracks on its original decision and reluctantly agrees to publish historical records. Surely this was only motivated by the outcomes of Josh Rowe’s successful FoI request, not responsiveness by the Board. auDA also maintains its need to adhere to best governance practice, which seems to suggest that they disagree with the decision from Canberra and believe that the openness of counterparts in NZ, Canada, UK etc does not represent best practice. Worst of all, auDA’s insistence on not publishing future records is mind-boggling. Surely any interested stakeholder can lodge a future FoI for these records and will likely be successful given the precedent set by Josh’s request. Costly, inefficient and confusing. Best practice?
Res 2 was also deemed invalid without evidence or rationale.
auDA has agreed to partially refine the Code of Conduct but also steadfastly refuses to suspend the Code and consult with members, as requested. Well, a partial “win”, I guess, even if it doesn’t feel like one.
Res 3 – well, not much to say about this one given that it has also been deemed invalid and I assume that means auDA thinks the matter has been dealt with.
Res 4 was not “deemed invalid’. Interesting – does that mean auDA intends to comply with the S249D request by only putting only one resolution on the agenda? Again, this is costly and inefficient.
Looking forward to what eventuates on Friday but now I am more confused than ever.
Did you expect anything else from auDA but arrogance Ned? Make them pay at the ballot box.
Jeff
Dictatorship.org.au?
What’s the point of having members if they don’t listen to them?
The resolutions proposed may not be supported by the directors of the company. This does not mean that the directors can treat the request for a meeting as invalid and ignore it.
http://asic.gov.au/regulatory-resources/corporate-governance/corporate-governance-articles/holding-the-board-to-account-general-meetings-requested-by-shareholders/
Spot on Scotty.
And Directors can be personally liable under the Corporations Act if they do treat the resolutions as invalid without Court approval.
Yeah, I’m thinking the CEO is not taking the membership concerns seriously. I mean, Directors can refuse a 249D;
But, in practice the grounds to refuse a 249D provide directors with little scope to avoid calling a meeting especially when the meeting is for a proper purpose;
CORPORATIONS ACT 2001 – SECT 249Q
http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s249q.html
It adds weight to your article when you said