AGM Minutes - 2011
Monday 17 October 2011, 2.00pm
Maddocks. Level 7, 140 William Street, Melbourne 3000
| Chair: | Tony Staley |
| Secretary: | Jo Lim |
| Returning Officer: | Chris Disspain |
Present:
Tony Staley, Kim Heitman, Amin Kroll, Cheryl Langdon-Orr, Chris Disspain, Dwayne Varey, George Pongas, Graham McDonald, Josh Rowe, Julie Hammer, Marty Drill, Rosemary Sinclair, Jo Lim
Member/ Public Attendees:
Brian Coogan, Chris Chaundy, Erhan Karabardak, Eric Karabardak, Jacki O’Sullivan, Jeremy Feiglin, Jon Lawrence, Viviane Karoumbalis, Kevin Karp, Lisa Lunardi, Maggie Whitnall, Paul Levins, Paul Szyndler, Richard Westlake, Robert Gregory, Ron Stark, Simon Delzoppo, Simon Johnson, Tony Hill, Tyron Ball, Vaughan Renner
Apologies:
Nil
- Introduction and Welcome by the Chair.
Motion (moved Tony Staley, seconded Simon Delzoppo):
The Notice of AGM is to be taken as read.
Carried.
Quorum (12 members) present. Meeting declared open
The Secretary advised that 145 proxies were received:
11 Supply Class
134 Demand Class - AGM 2010 Minutes
Motion (moved Tony Staley, seconded Tony Hill):
Approve the minutes of the 2010 AGM
Carried. - Report from the Chair on auDA Activities and Progress
The CEO delivered a summary of the CEO Statement circulated in the Annual Report. The CEO noted special thanks to all auDA Staff for their continued hard work and efforts during the past year. - 2010-2011 Audited Accounts
Motion (moved Tony Staley, seconded Chris Chaundy):
Accept the audited 2010-2011 accounts.
Carried. - Special Resolutions to amend the Constitution
Special Resolutions require a 75% majority in both classes of membership to pass.
4.1 Introduction of "Life Member" Class of Members.
Motion (moved Tony Staley, seconded Marty Drill):
That the Constitution be amended by:
1. Inserting after the definition of "Demand Class Members" in clause 1.2 the following:
"Life Members" means those Members who have been admitted to membership pursuant to clause 9.6.
2. In clause 9.3:
2.1 at the end of paragraph a. - deleting the word "and";
2.2 at the end of paragraph b. - deleting the full stop and adding ";and";
2.3 after paragraph b. - adding as a new paragraph the following:
c. Life Members appointed by the Board under clause 9.6
3. Deleting clause 9.6 and its heading and replace with:
9.6 Life Members of auDA
a. From time to time the Board may by ordinary resolution appoint one or more individuals who the Board considers have made an outstanding contribution to the .au ccTLD as Life Members of auDA.
b. Despite any provision of this Constitution to the contrary a Life Member of auDA:
i. is exempted from any requirement to pay any Membership Fees or other fees in relation to their Life Membership of auDA or any obligation to make any contribution under clause 7 in relation to their Life Membership of auDA;
ii. may receive notice of, attend and speak at any General Meeting of auDA;
iii. is not entitled to vote on matter (including any election) at any General Meeting by virtue of their Life Membership of auDA; and
iv. may also be a member of auDA in another class for which they are eligible and exercise all of the rights and be subject to all of the obligations of that class.
The Secretary advised 10 Supply Class proxy votes were received: 7 For, 3 Against
Supply Class votes cast at meeting: 3 For, 0 Against
Supply Class 77% in favour of the resolution
The Secretary advised 115 Demand Class proxies were received: 73 For, 42 Against.
Demand Class votes cast at meeting: 9 For, 17 Against.
Demand Class 58% in favour of the resolution.
The motion was Not Carried
4.2 Streamlining removal of Members for non-payment.
Motion (moved Tony Staley, seconded Cheryl Langdon-Orr):
That the Constitution be amended by, in each of clause 12.3(a), 13.2(a) and 13.2(b), replacing the words "three (3) months" with the words "one (1) month."
The Secretary advised 10 Supply Class proxy votes were received: 10 For, 0 Against
Supply Class votes cast at meeting: 4 for, 0 Against
Supply Class 100% in favour of the resolution
The Secretary advised 115 demand class proxies were received: 97 For, 18 Against
Demand Class votes cast at meeting: 19 For, 6 Against
Demand Class 83% in favour of the resolution
The motion was Carried
4.3 Housekeeping and Clarifying Amendments
Motion (moved Tony Staley, seconded George Pongas):
That the Constitution be amended by:
1. In clause 1.2:
1.1 deleting the definition of "Corporations Law" and replace with the following:
"Corporations Act" means the Corporations Act 2001 (Cth);
1.2 deleting the definitions of "Initial Board", "Interim Board" and "Representative Association Class Members."
2. Deleting the words "Corporations Law" wherever appearing and replacing them with the words "Corporations Act."
3. In clause 1.3:
3.1 at the end of paragraph h. - deleting the full stop and adding ";and";
3.2 at the end of paragraph i. - deleting "';and" and replacing with a full stop; and
3.3 deleting paragraph j
4. In clause 11.2 - deleting the word "before" and replacing it with the words "being considered by."
5. Deleting clause 18.2 (but not its heading) and replacing the clause with the following:
The Board shall comprise:
a. four (4) persons elected by the Supply Class Members;
b. four (4) persons elected by the Demand Class Members;
c. the CEO of auDA as a non-voting member of the Board; and
d. not more than three (3) Independent Directors appointed by the elected Directors, for terms not exceeding two (2) years each
6. Deleting Clause 19.1 and its heading and replacing the heading with "Not Used."
7. Deleting Clause 19.2 and its heading and replacing the heading with "Not Used."
8. Deleting Clause 19.3 (but not its heading) and replacing the clause with the following:
At each AGM of auDA 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.
9. In clause 21.4 - deleting the final sentence.
The Secretary advised 10 Supply Class proxy votes were received: 9 For, 1 Against
Supply Class votes cast at meeting: 3 For, 0 Against
Supply Class 92% in favour of the resolution
The Secretary advised 113 Demand Class proxy votes were received: 106 For, 7 Against
Demand Class votes cast at meeting: 19 For, 6 Against
Demand Class 91% in favour of the resolution
The motion was Carried - Resignation from Board of Retiring Directors
Amin Kroll (Supply), George Pongas (Supply), Joshua Rowe (Demand) and Rosemary Sinclair (Demand) resigned from the Board. Amin Kroll did not stand for re-election
Tony Staley (The Chair) thanked the retiring Directors for their active participation and significant service on the Board over the past 2 years. - Election of new Directors to the Board
Election supervised by Graham McDonald, Independent Director
Supply Class (2 positions)
Nominees: Kevin Karp, George Pongas, Kartic Srinivasan
Elected: George Pongas & Kartic Srinivasan
Demand Class (2 positions)
Nominees: Lisa Jarrett, Simon Johnson, Erhan Karabardak, Paul Levins, Joshua Rowe, Rosemary Sinclair.
Elected: Paul Levins & Joshua Rowe
Election vote results were:
Supply:
Kevin Karp – 6 votes
George Pongas – 12 votes
Kartic Srinivasan – 7 votes
Demand:
Lisa Jarrett – 7 votes
Simon Johnson – 41 votes
Erhan Karabardak – 60 votes
Paul Levins – 64 votes
Joshua Rowe – 79 votes
Rosemary Sinclair – 12 votes
The Board thanked and encouraged those nominees who were unsuccessful at this time, to consider re-standing for the Board and policy panels in the future - Other Business
Erhan Karabardak queried the status of a letter he sent to the Board on 18/10/10 regarding membership issues
Chris Disspain advised he had a conversation regarding this matter with Erhan Karabardak at the time and will follow up with a written response. Chris Disspain also advised updates had been made to the membership application process in response to the issues raised following the 2010 AGM
Jon Lawrence queried whether the cost of auDA membership covered administration of same
Chris Disspain advised it did not, however the Board did not want to create a barrier to membership applicants with increased membership fees
Brian Coogan queried if the Board had the necessary contingency plans in place following the recent events with attacks on hosting of Distribute IT and highlighted concerns regarding security in general
Chris Disspain advised that auDA is looking at security issues and will consult with Registrars in the near future. auDA is also investigating insurance requirements for Registrars for any future security incidents
Simon Johnson queried what are the tangible benefits to members via the Education & Media budget expenditure
Chris Disspain that auDA has a constitutional obligation to all Australian internet users to educate the community about the .au domain space - Close of Business
The meeting was closed at 2.55pm.