Update From the Chair

Posted by auDA on 4 June 2020

May I firstly welcome the many new members who have joined auDA since my last update to you. Thank you for being a part of auDA’s important work overseeing the .au domain space, which is perhaps even more important than ever in these times. Member and stakeholder engagement is central to auDA’s role, and we value every member being a part of it.

In the six months since the new Board was appointed, the organisation has been working hard across a number of important areas, particularly organisational reform, policy development and member growth and engagement.

auDA’s new Licensing Rules have been published – with an implementation date yet to be set – and the Board has been working through the many considerations involved in introducing direct registration at the second level of .au. We have introduced a monthly Member News to keep you across these Board deliberations and developments in a timely manner and share with you other news from across the organisation. The Board welcomed the opportunity to meet with Members and stakeholders at two events in Melbourne – our end of year event and APTLD77 conference hosted by auDA – and are looking forward to further opportunities around the country once the COVID-19 restrictions are lifted.

April 2020 marked two years since the Commonwealth Government’s Review of auDA, and the end of the Review’s recommendations implementation period. All 38 Review actions – many of which went to improving auDA’s governance - are now regarded as completed, although a number have ongoing reporting or activity requirements which are now business as usual for auDA.

One of the core functions of auDA is to ensure stable, secure and reliable operation of the .au domain namespace, and accordingly our Terms of Endorsement from the Government recognise that good governance practices provide the foundation for the effective management of the .au ccTLD.

With the many important reforms initiated by the Review being embedded, at its recent meeting the auDA Board agreed to progress two further initiatives to advance the Company’s governance arrangements.

Elected Director vacancy

auDA’s Constitution requires the Board consist of five Independent Directors, four Elected Directors, and one Independent Chairperson. As a result of the ballot held prior to the Company’s Annual General Meeting in November 2019, only three Elected Directors were eligible to be appointed (having received a majority of favourable votes).

The Board is keen to ensure that Associate Members have the opportunity to elect a fourth Elected Director and is calling for interested candidates to apply. The Board will consider expressions of interest and refer suitable applicants to auDA’s Nomination Committee to select candidates to be put to a ballot of Associate Members in October. The successful candidate will be appointed with effect from 11 November 2020, the day after auDA’s AGM, to ensure a full three-year initial term.

Interested applicants can find further information at the link below. I encourage you to share this opportunity with your networks and help us identify some outstanding candidates for you to choose from. Expressions of interest should be submitted by 3 July.

Call for Expressions of Interest: Elected Non-Executive Board Director

Associate/Governing Members

auDA is a Company limited by guarantee, in which Governing Members can vote on resolutions and convene meetings in certain circumstances. Associate Members can vote for Elected Directors. The Associate Member category was envisaged to be temporary as part of the new Constitution.

auDA’s new Constitution – adopted in September 2018 - provides that at a certain date Associate Members (and others) who choose to opt-in may be admitted as Governing Members of the Company. The Transition Date was set to be the earlier of when a threshold of 12,500 Associate Members was reached, or two years since the adoption of the Constitution (ie 27 September 2020).

These thresholds were set to ensure either a sufficiently large, diverse and representative base of Associate Members had been established, or that the Company’s new membership and governance frameworks had sufficient time to be embedded to ensure the ongoing organisational stability that is vital for the effective management of the .au ccTLD.

In the year or so that auDA’s new Associate Membership program has been established, more than 3,200 members have signed on to be part of auDA’s important work. While this is a tremendous start, and the most members that auDA has ever had, further time and work is needed to continue building the critical mass envisaged when the Constitution was adopted.

Similarly, while two years was envisaged as sufficient time to embed the Company’s new governance frameworks introduced with the new Constitution, circumstances have substantially curtailed the actual time available. The Nomination Committee did not take office until nine months after the adoption of the Constitution. An entirely new Board was appointed five months later in mid-November and has now been in office just seven months. The organisation was without a CEO for seven months until March this year. And since then the coronavirus restrictions have significantly constrained aspects of the organisation’s strategic planning processes.

Accordingly, the Board proposes that the Constitution be amended to extend the Transition Date threshold by a further two years - to be four years since the adoption of the Constitution. This would provide sufficient time to embed the new governance framework and ensure the organisation’s ongoing stability. If we reach our membership threshold of 12,500 before then – and I invite you to encourage your networks to join and be part of auDA’s important work – then the Transition would be triggered at that earlier point. This will mean that the date at which Associate Members who opt-in to be admitted as Governing Members will be the earlier of when 12,500 Associate Members is reached, or 27 September 2022.

The Board will put this resolution to a meeting of the current Governing Members in late July and advise you of the outcome.

Please be assured this change will not affect your Associate Membership in any way. An effective membership program and wide stakeholder engagement are core to auDA’s operations and reflected in our Terms of Endorsement. The auDA Board and management team are continuing to develop and enhance our membership program with improved communication, opportunities to participate, events, and other benefits, and Associate Members will continue to have the opportunity to vote for Elected Directors when vacancies arise.

Thank you for support of auDA, and for taking the time to read this update. If you have any questions, or wish to share any thoughts, ideas or feedback, please email us at membership@auda.org.au.


Alan Cameron AO