auDA EGM Minutes - 2006
Monday 14 August 2006, 11am
Maddocks. Level 7, 140 William St, Melbourne 3000
| Chair: | Tony Staley |
| Secretary: | Jo Lim |
Present:
Greg Crew, Chris Disspain, Brett Fenton, David Goldstein, Kim Heitman, Cheryl Langdon-Orr, Bennett Oprysa, Peter Shilling
Apologies:
Roger Dean, Joshua Rowe, Greg Watson
- Welcome by the Chair
- Special Resolutions
Resolution 1
Motion (moved Tony Staley, seconded Adrian Kinderis):
That the Constitution of the Company be amended as follows:
1. In clause 3.1(b) of the constitution, at the end of the clause after the words ".au ccTLD", insert:
", and more generally, the Internet's unique identifier system, and to enhance the benefits of Internet to the wider community."
2. In clause 3.2 of the constitution:
2.1 at the beginning of the paragraph, delete the words "Solely for the purposes of achieving", and replacing them with:
"Without reducing the effect of clause 4, auDA will seek to achieve"; and
2.2 at the end of the first paragraph, delete the words "auDA will enhance the benefits to Internet users."
Motion carried in all classes
Resolution 2A
Motion (moved Tony Staley, seconded Craig Ng):
That the Constitution of the Company be amended as follows:
3. In clause 1.2 of the constitution, insert a new definition of "Independent Director", in alphabetical order, as follows:
"Independent Director" means a director appointed by the elected Directors, who is a person who:
a. does not hold any position in, and does not have any association with, auDA, the Registry Operator or any Registrar; and
b. does not have any relationship with auDA or any other person that could, in the opinion of the elected Directors, materially interfere with:
i. the exercise of objective, unfettered and independent judgement by the person; or
ii. the person's ability to act in the best interests of auDA
4. in clause 9.3 of the constitution:
at the end of paragraph (a), insert "and";
at the end of paragraph (b), delete "; and", and replace it with a full stop; and
delete paragraph (c); and
5. in clause 9.4 of the constitution, after the words "in the .au name space, ", insert:
"or an association whose membership comprises a majority of such Legal Persons,"; and
6. in clause 9.11 of the constitution, at the end of the first sentence after the words "particular Class of Membership, ", insert:
"or if a particular Class of Membership is cancelled or abolished, "; and
7. in clause 17.4 of the constitution, in the proxy form, delete the reference to "Representative Association Class"; and
8. in clause 18.2 of the constitution, delete paragraphs (a) to (f), and replace them with:
"a. For the period up to the AGM of auDA in 2006:
i. three persons elected by the Supply Class Members;
ii. three persons elected by the Demand Class Members;
iii. three persons elected by the Representative Association Class Members;
iv. the CEO of auDA as a non-voting member of the board;
v. not more than two additional board members appointed by the elected Directors, for terms not exceeding two years each;
b. For the period after the AGM of auDA in 2006, up to the AGM of auDA in 2007:
i. four persons elected by the Supply Class Members
ii. four persons elected by the Demand Class Members
iii. one person elected by the Representative Association Class Members (as elected by the Representative Association Class Members at the AGM of auDA in 2005)
iv. the CEO of auDA as a non-voting member of the board;
v. not more than two Independent Directors appointed by the elected Directors, for terms not exceeding two years each;
c. After the AGM of auDA in 2007:
i. four persons elected by the Supply Class Members
ii. four persons elected by the Demand Class Members
iii. the CEO of auDA as a non-voting member of the board;
iv. not more than two Independent Directors appointed by the elected Directors, for terms not exceeding two years each;" and
9. delete clause 19.3 of the constitution, and replace it with:
"19.3 Retirement and Election of Directors
At the AGM of auDA in 2006, the following Directors shall retire from office:
a. two (2) of the Directors elected only by the Supply Class Members;
b. one (1) of the Directors elected only by the Demand Class Members; and
c. two (2) of the Directors elected only by the Representative Association Class Members;
At the AGM of auDA in 2007, the following Directors shall retire from office:
a. two (2) of the Directors elected only by the Supply Class Members;
b. two (2) of the Directors elected only by the Demand Class Members; and
c. one (1) of the Directors elected only by the Representative Association Class Members;
At the AGM of auDA in 2008, and subsequent AGMs, the following Directors shall retire from office:
a. two (2) of the Directors elected only by the Supply Class Members
b. two (2) of the Directors elected only by the Demand Class Members
In each of the separate groups of Directors, the Directors to retire are the Directors who have been the longest in office since their last election. As between two (2) or more who have been in office an equal length of time, the Director or Directors to retire shall, in default of agreement between them, be determined by lot
auDA may fill any Director's office so vacated by re-electing the Director or by electing some other natural person to fill the vacancy. A retiring Director is eligible for re-election, provided that no Director may retain office for more than two (2) years, without being subject to re-election. An election of Directors shall take place each year."
Motion carried in all classes
Resolution 2B
Motion (moved Tony Staley, seconded Simon Delzoppo):
That the Constitution of the Company be amended as follows:
In clause 18.2(c)(iv) of the constitution, as amended by resolution 2A above, delete the words "two Independent Directors", and replace them with:
"three Independent Directors."
Motion carried in all classes
Resolution 3
Motion (moved Tony Staley, seconded Craig Ng):
That the Constitution of the Company be amended as follows:
1. in clause 5(d) of the constitution, delete the following words in the first sentence:
"other than in the capacity as director or officer"; and
2. in clause 5(h) of the constitution, delete the following words in the first sentence:
"appointed pursuant to Clause 18.2(f) of this Constitution in the capacity as director or officer."
Motion carried in all classes
Resolution 4
Motion (moved Tony Staley, seconded Adrian Kinderis):
That the Constitution of the Company be amended as follows:
1. in clause 15.6 of the constitution, change the clause as follows (by deleting the words in strikeout, and inserting the underlined words):
"At a general meeting a resolution put to the vote of the meeting is to be decided by voice, on a show of hands, or by ballot, as the Chairperson of the meeting directs. Voting may take place by electronic means if permitted by the Chairperson. unless a poll is (before Before or on the declaration of the result of the vote, show of hands) demanded by the Chairperson or (other than on the election of the Chairperson of a meeting or the adjournment of a meeting) by not less than three (3) Members having the right to vote at the meeting, may demand a poll."; and
2. in clause 15.7 of the constitution, delete the following words in the second sentence:
"on the show of hands"; and
3. in clause 15.8 of the constitution, delete the following words in the last sentence after the words "or rejection of a vote":
"on a show of hands or on a poll", and replace them with a comma; and
4. in clause 16.1 of the constitution, delete the following words at the end of the clause:
", whether on a show of hands or on a poll"; and
5. in clause 16.2 of the constitution, change the first paragraph of the clause as follows (by deleting the words in strikeout, and inserted the underlined words):
"Any A resolution of Members will not only be taken to be carried whether on a show of hands or a poll unless if the requisite majority comprises the following:"; and
6. in clause 17.1 of the constitution, delete the following words at the end of the clause:
"on a show of hands or on a poll"; and
7. in clause 17.2 of the constitution:
in the first sentence after the words "must be in writing signed", insert:
"(including by electronic signature)"; and
at the end of the clause, insert:
"Proxies may be submitted to and accepted by auDA in electronic form, if specified and in the manner specified for that purpose in the notice convening the meeting."
8. in clause 17.6 of the constitution, delete the following words in the last sentence after the words "appointor votes on a resolution":
"either on a show of hands or on a poll"; and
9. in clause 17.7 of the constitution, delete the following words in the last sentence after the words "excluded from voting":
"either upon a show of hands or upon a poll"; and
Motion carried in all classes - Other Business
There was no other business - Close of Business
Meeting closed at 11.20am