AGM Minutes - 27 October 2014
.au Domain Administration Limited
Annual General Meeting 2014
Monday 27 October 2014, 2.00pm
Maddocks, 140 William Street, Melbourne
Chair: Tony Staley
Secretary: Jo Lim
Present: Cheryl Langdon-Orr, Chris Disspain, Erhan Karabardak, George Pongas, Graham McDonald, Joe Manariti, Josh Rowe, Julie Hammer, Paul Levins, Stuart Benjamin, Kartic Srinivasan
Apologies: Holly Raiche, Sean Fogarty
Member/Public
Attendees: Bruce Tonkin, Chris Burgess, Craig Ng, Dwayne Varey, Georgia Hunt, Helen Hollins (auDA), Jacki O'Sullivan (auDA - minutes), James Feller, John Higgins, Marty Drill, Ned O'Meara, Peter Mead, Phil Temperly, Rob Gregory, Scott Chivers, Simon Johnson
Introduction and Welcome by the Chair.
Motion (moved T Staley, seconded C Langdon-Orr): The Notice of AGM is to be taken as read. Carried.
Quorum (17 members) present. Meeting declared open.
The Secretary advised that 94 proxies were received: 17 Supply Class, 77 Demand Class.
1. 2013 Minutes
1a. 22 April 2013 EGM Minutes
Motion (moved T Staley, seconded S Benjamin): Approve the minutes of the 22 April 2013 AGM.
Votes (by proxy and in person)
Supply Class: For - 21
Against – 0
Demand Class: For – 89
Against – 0
Carried in both classes.
1b. 15 October 2013 AGM Minutes
Motion (moved T Staley, seconded C Langdon-Orr): Approve the minutes of the 15 October 2013 AGM.
Votes (by proxy and in person)
Supply Class: For - 21
Against – 0
Demand Class: For – 89
Against – 0
Carried in both classes.
2. Report from the Chair on auDA Activities and Progress
The CEO delivered a summary of auDA activities and the CEO Statement circulated in the Annual Report.
Member questions were received and discussions held on the following topics:
- Changes to the domain name licence period and implications for registry and auDA revenue modelling.
- 2015 Names Policy Panel terms of reference.
- Cybersquatting issues as a possible topic for discussion at the auIGF.
- Recent increase in the number of org.au policy deletes due to auDA's audit of org.au.
Member Ned O'Meara noted his compliments and thanks to auDA staff on their professionalism and assistance in his dealing with auDA matters.
3. 2013-2014 Audited Accounts
Motion (moved T Staley, seconded C Langdon-Orr): Accept the 2013-2014 audited accounts.
Votes (by proxy and in person)
Supply Class: For - 21
Against – 0
Demand Class: For – 89
Against – 1
Carried in both classes.
4. Independent Directors Fees
Motion (moved T Staley, seconded M Drill): To ratify the Board's resolution made at its meeting in August 2014 to increase the amount payable to the independent Directors to an amount not exceeding $150,000 in aggregate per annum.
Votes (by proxy and in person)
Supply Class: For - 12
Against – 0
Demand Class: For – 71
Against – 5
Carried in both classes.
5. Elected Directors Fees
Motion (moved T Staley, seconded C Ng): To ratify the Board's resolution made at its meeting in August 2014 to increase the amount payable to the elected Directors from $750.00 to $1,000.00 per meeting attended (in person or by teleconference).
Votes (by proxy and in person)
Supply Class: For - 12
Against – 0
Demand Class: For – 73
Against – 5
Carried in both classes.
6. Resignation from Board of Retiring Directors.
Stuart Benjamin (Demand), Erhan Karabardak (Supply), Cheryl Langdon-Orr (Demand) and Joe Manariti (Supply) resigned from the Board.
The Chair thanked the retiring Directors for their active participation and significant service on the Board over the past 2 years.
7. Election of new Directors to the Board.
Election supervised by John Higgins, NEXIA ASR and Rob Gregory, Maddocks Lawyers.
a. Supply Class (2 positions)
Nominees: Gavin Collins, Erhan Karabardak, Joe Manariti.
Votes (by proxy and in person)
Gavin Collins – 7 votes
Erhan Karabardak – 18 votes
Joe Manariti – 10 votes
Elected: Erhan Karabardak and Joe Manariti
b. Demand Class (2 positions)
Nominees: Stuart Benjamin, James Feller, Simon Johnson, Cheryl Langdon-Orr, Holly Raiche.
Votes (by proxy and in person)
Stuart Benjamin – 55 votes
James Feller – 6 votes
Simon Johnson – 49 votes
Cheryl Langdon Orr – 30 votes
Holly Raiche – 28 votes
Elected: Stuart Benjamin and Simon Johnson
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.
The Board especially extended their thanks and appreciation to Cheryl Langdon-Orr for her many years of service on the Board and the active role she has played in the industry, both domestically and internationally.
8. Other Business
There was no other business
9. Close of Business
The meeting was closed at 2.50pm