AGM Minutes - 2003

Thursday 27 November 2003, 10.30am
Hotel Intercontinental. 117 Macquarie Street. Sydney NSW 2000

Chair: Tony Staley
Secretary: Jo Lim
Returning Officer:    Chris Disspain

Kim Davies, Peter Dean, Greg Watson

  1. Introduction and Welcome by the Chair

    Motion (moved Tony Staley, seconded Craig Ng):
    The Notice of AGM is to be taken as read

    Quorum (7 members) present. Meeting declared open

    Secretary advised that 53 proxies were received:
    21 Supply Class, 23 Demand Class, 9 Representative Association Class
  2. AGM 2002 Minutes

    Motion (moved Tony Staley, seconded Josh Rowe):
    Approve the minutes of the AGM 2002

  3. Report from the Chair on auDA Activities and Progress
    Report delivered by the CEO
  4. 2002- 2003 Audited Accounts

    Motion (moved TS, seconded Cheryl Langdon-Orr):
    Accept the audited 2002-2003 accounts

  5. Special Resolution to terminate the membership of Guy & Associates
    Refer to explanatory memorandum

    Mr Guy (as nominee for Guy & Associates) was invited to respond to the resolution but was not present at the meeting

    Motion (moved Cheryl Langdon-Orr, seconded Adrian Kinderis):
    That the membership of Guy & Associates be terminated under clause 13.3 of the Constitution

  6. Resignation from Board of Retiring Directors
    Kim Davies (Demand), Peter Dean (Supply), David Keegel (General), Peter Nissen (Rep Assoc) and Josh Rowe (Demand) resigned from the Board. PD and DK did not stand for re-election

    Tony Staley (The Chair) thanked Peter Dean for his service to auDA. Tony Staley acknowledged David Keegel's historic status within the Australian DNS and thanked him for a  brilliant contribution to the growth of .au and auDA.
  7. Election of new Directors to the Board.
    Election supervised by Craig Ng, Maddocks and John Higgins, Hayes Knight.

    Supply Class (1 position)
    Nominees: Larry Bloch, Bennett Oprysa
    Elected: Larry Bloch

    Demand Class (2 positions)
    Nominees: Kim Davies, Josh Rowe, Karl Schaffarczyk, Liz Williams
    Elected: Kim Davies, Josh Rowe

    Representative Associations Class (1 position)
    Nominees: Scott Gardiner, Chad Gates, Peter Nissen
    Elected: Peter Nissen

  8. Special Resolutions to amend the auDA Constitution
    Refer to explanatory memorandum

    Karl Schaffarczyk asked whether the amendment would cover material benefits received after a general meeting. Craig Ng advised that the amendment covers all material benefits regardless of when they are received

    Motion (moved Tony Staley, seconded Bruce Arnold):
    That the Constitution be amended by inserting the following after clause 11.1:
    '11.2 Prohibition on Voting Agreements
    A Member must not enter into or give effect to any contract, arrangement or understanding under which the Member (or any associate of the Member) has or will receive any material benefit in consideration for voting in a particular way (including not voting) on any matter before a general meeting including any election.'

    Motion (moved Tony Staley, seconded Josh Rowe):
    That the Constitution be amended by deleting clause 16.1 and replacing it with the following:
    '16.1 Entitlement to Vote
    Every member who:
    a) was a Member on 14 October 2003 and has continuously been a Member since that date; or
    b) has been a Member for not less than three (3) months,
    present at a general meeting in person or represented by proxy or representative has one vote, whether by show of hands or on a poll.'

    Motion (moved Tony Staley, seconded Cheryl Langdon-Orr):
    That the Constitution be amended be deleting clause 19.4.a and replacing it with the following:
    '19.4 Nomination for Election
    a. Each candidate for election as a Director by a Class in accordance with clause 19.2 or 19.3 must be proposed by a Member of auDA in that Class and seconded by another Member of auDA in that Class.
    aa. A Member may only propose or second a candidate for Election as a Director if they have:
    (i) paid their entrance fee (if any) and their membership fees as at the time that the proposal takes place; and
    (ii) in respect of a candidate for election by a Class with 4 or more Members, not proposed or seconded any other person for election as a Director at that election.'

    Paul Stubing asked about the definition of "month." Craig Ng advised that a month is a calendar month.

    Motion (moved Tony Staley, seconded Simon Delzoppo):
    That the Constitution be amended by deleting clause 13.2 and replacing it with the following:
    '13.2 Termination of Membership for Non-Payment of Membership Fees
    The Board may at any time terminate the membership of a Member for non-payment of membership fees if:
    a. the membership fees payable by the member have remained unpaid for a period of not less than three (3) months after the due date for payment; and
    b. after the end of that (3) month period, a notice of default has been given to the Member by the Secretary; and
    c. the membership fees payable by the member remain in arrears for a period of one (1) month after the date of service of the notice of default upon the Member in relation to those outstanding fees.'

  9. Other Business
    Adrian Kinderis encouraged the auDA Board to continue to take action against companies that engage in misleading and deceptive conduct. Tony Staley confirmed the Board's strong resolve in this area
  10. Close of Business
    Meeting closed at 11.25am