auDA, The Corporations Act 2001 Is Very Clear

Six days to go until the S249D meeting.

The auDA Board actually did us a favour by arbitrarily not allowing 3 out of 4 of our resolutions (which related to the auDA Constitution).

Why? Because it left us only one resolution to focus on – that is:

“That Stuart Benjamin be removed as a director of the Company with immediate effect.”

The removal of a Director from a Public Company is covered by S203D of the Corporations Act 2001. This overrides auDA’s constitution.

My understanding of the legal position is that a simple majority of members is required to enact the resolution – not a majority in each class of members.

I informed auDA of this situation on Friday – see letter below. Given that the meeting is going to be chaired by a lawyer (Deputy Chair Erhan Karabardak), proper procedure will no doubt prevail.

Letter auDA 21 July 2017 S249D

 

Please help us send a clear message to auDA by voting in favour of Resolution 4

Ned O’Meara – 25th July 2017


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7 thoughts on “auDA, The Corporations Act 2001 Is Very Clear

  • Avatar
    July 25, 2017 at 3:36 pm
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    “The Corporations Act 2001 Is Very Clear”  – surely you had your tongue in your cheek when you wrote that.

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    • Ned O'Meara
      July 25, 2017 at 6:48 pm
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      Ha ha Noel! You’re right – half the lawyers in Australia wouldn’t have jobs if they weren’t constantly trying to find “loopholes” or “interpretations”.

      But I reckon S203D is fairly clear when it comes to removing a Director from a public company – it specifically says that a company’s constitution is overridden.

      Can you imagine the optics and reaction from members if a substantial majority of members voted to see Stuart Benjamin removed as a Director – and then he decided to stay on based on an “interpretation”?

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  • Avatar
    July 25, 2017 at 6:02 pm
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    This is actually a big deal.

    What are the rules for this meeting?

    What majority is being sought?

    Is it a simple majority in both membership classes? Or a simple majority of all members that participate in the vote, either by proxy or in person?

    Ned raises the question but surely auDA MUST answer this before the SGM. In fact, it should be as soon as possible! Rules of procedure must be known in advance.

    You cant enter into a battle before knowing the rules. We all know Connor McGregor wont be allowed to kick Floyd Mayweather Jr when they fight.

    In the same way, auDA members must know the terms under which they are entering this meeting.  Clarification on the day is NOT sufficient because members might decide whether or not to participate depending upon “the rules of the game”.

    auDA and their lawyers better have thought of this in advance and need to let members know. Now.

     

    Oh – and in terms of the AV recording of the meeting – why should it just be recorded? Surely streaming is more effective and efficient? It wont cost much at all.  Stream the thing on Periscope?

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    • Ned O'Meara
      July 25, 2017 at 6:59 pm
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      I think I should offer you a guest blogger post Anonymous – you write well; and you ask the right questions. 😉

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  • Avatar
    July 26, 2017 at 12:51 pm
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    Given the out of hand dismissal of the first 3 resolutions, I will not be surprised if there are more dubious shut down strategies on the day.

    Can’t wait for the show, price of admission is cheap at $22.

     

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    • Avatar
      July 26, 2017 at 1:39 pm
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      At this rate, Foxtel should schedule the SGM as a pay-per-view event!

      It would be funny, if it weren’t so sad.

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      • Avatar
        July 26, 2017 at 5:59 pm
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        I like this. Make it so.

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