Was it only six or seven weeks ago that we had the members Special General Meeting? And all those wonderful and encouraging promises we were made by the then Deputy Chair of auDA (Erhan Karabardak).
You know, stuff like:
♦ “We’ve heard members loud and clear”
♦ “Tomorrow starts today”
♦ “There’s a bit of mea culpa”
I could go on and on …
One Of The Big Issues
Of particular concern was how the process should work when it came to replacing directors that had resigned during their term. Members felt strongly that if a particular class of member resigned e.g. Demand Class; then a suitable candidate from that membership class should be appointed. Why? Because auDA is a membership organisation, and it is important to have proper and relevant representation.
So let’s fast forward. auDA advertised the “Casual Vacancy” on the 16th August, and Shane Moore put his hand up instantly. Have a read about this in my article of the 18th August.
Here’s an extract (bolding is mine):
“auDA has called for expressions of interest for the casual vacancy by no later than Monday 21st August. This only runs until the next AGM in November – so about 3 months. Given that Shane narrowly came 3rd in last years election, many Demand Class members support him for this position. If auDA is indeed listening to its membership base (as recently promised), then hopefully common sense will prevail.“
One Month Later
It’s been obvious to most interested observers that there are some people on the auDA Board that are not in favour of Shane Moore being given the opportunity to fill a vacancy (that will only last a couple of months). One can only conclude that there are those that feel he is a threat to the status quo.
On Friday – with still no decision made – Shane sent this email to Erhan Karabardak and Tim Connell. This has been partially redacted at Shane’s request.
This says it all.
We respect the Board’s right to make decisions, but equally you must respect our right to call you on them if we think it appropriate.
Given the AGM is only 2 months away, I don’t know why auDA just didn’t let the position be filled then. By appointing someone else in the interim, it just proves that you haven’t listened to the will of the members.
Erhan, give that you are now “Interim Chair”, the buck stops with you on this. Members deserve an explanation.
P.S. I hope you give Shane back his $99.
Ned O’Meara – 18th September 2017
Disclaimer
The decision to appoint demand directors should be completely out of the hands of other AUDA directors.It must be the decision of members and AUDA needs to change its constitution as was requested at the SGM to prevent this issue ever happening again. AUDA will do everything it can to prevent the appointment of domainer/small business directors, we’ve just seen it with the process now dragging on over a month.Will AUDA now attempt to stonewall the constitutional change that members clearly wanted at the SGM?
i will not stonewall this, i am ALL for it, its just logical isn’t it that a member elected director position needs to go to a member vote.
tim
Pathetic.
Josh Rowe’s comment from SGM looks like coming true. Members will need to remove the board one or two at a time.
Jeff
Shane, please run for election in November. Your candidate statement and now this email show that you have the right stuff. Decency, commonsense and small business experience.
Lindy
Yeah don’t give up Shane, you will make a great Demand director
Don
This is absolute insanity.
Sure, 19.7a of the auDA Constitution allows the Board three months (or more) to fill the role.
But why drag out the process for appointing an interim Director for a period that is even shorter than the Constitution mandates?
I am not blindly advocating for Shane’s appointment. But FFS, just appoint SOMEONE.
As it currently stands, the Board barely meets the requirement for a quorum (8 Directors, 7 required).
With the absence of one DD Director and two independents, capture is a very serious concern.
Isn’t the Chair meant to be independent?
Shouldn’t one of the independents be Chair?
Yes, but there is only one independent director. That director may have rejected the position if she was offered it.
As I understand it, for the Chairperson to be appointed as an independent director he/she would need to resign/relinquish the current demand/supply directorship. Then what happens when the chair is replaced? There is no mechanism by which the independent – who resigned/relinquished their position as demand/supply director – can then automatically become (or revert back to) a demand/supply director because they are no longer chair. There can, of course, be a vote or an appointment through vacancy. So he/she would need to either stay as independent or run the risk of a vote which he/she may win or wait for a vacancy (and I understand vacancies are not rare these days).
Considering this interim chair position may be only a few months long – I suspect the board has taken that into consideration when appointing the interim chair.
In the meantime a supply side director is acting Chair and the demand side is under represented.
And then we have the go slow in rectifying the demand position.
….and memberships were not processed at the last meeting so people who applied in time for the membership application to be processed and the no-vote time period can elapse, now cannot vote at the AGM.
It is the perfect storm.
The whole point of the constitutional board split of demand/supply/independent directors is for equality on the board. That is not achieved, when the board does not appoint, in a timely manner, independent directors or fill vacancies.
Yeah, In fact “Supply Side” holds 5 possible votes, essentially the Chair holds 2 votes (divided quorum) only 1 vote from a Demand Class director and any board resolution can be passed.
FYI I asked auDA if it can “backdate” the memberships to the time of application (and I understand there is no mechanism in the Consti to do so), but I didn’t get a response to that question – odd.
It is a sign, this board cannot make a decision.
Shane is a good candidate for the board. Why? He is outside the corporate socialisation process – corporate boards are more likely to have internalized culture (norms) that dominate organisational models, (Telstra, Optus, NAB, CBA) each have their own governance norms that translate across multiple business models because they’re mostly the same, thus a cultural norm of corporate governance is formed via the socialisation process.
It is important to have a type of independent director from the demand and supply class membership to be a non-socialised actor, lest Directors fall into the danger of appointing Directors based solely on Corporate socialisation or academic credentials that reflect the training or socialisation programs of those institutions rather than the interest of its members.
Don’t give up Shane.