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---------- Forwarded message ---------
From: auDA Membership <membership@auda.org.au>
Date: Fri, 20 Apr 2018, 6:04 PM
Subject: Response to requisitioned meeting
Dear auDA Members,
Response to requisitioned meeting
After careful consideration of the request, the Board has formed the view that it is in the best interests of the organisation and its members to hold the requested Special General Meeting (SGM) on the same day as auDA's Annual General Meeting (AGM).
The Board will work to hold the AGM at the earliest practicable time after the audited financial statements for the period ending 30 June 2018 are complete, expected to be at the earliest, mid September 2018. We explain the reasons which have led us to form that view below .
We seek your agreement to postpone the requested SGM to the same day as auDA's 2018 AGM.
If the Board does not receive sufficient agreement from members to an extension of time to call and hold the SGM by 4.00pm Monday 23 April 2018, the Board intends to apply for a court order pursuant to section 1322(4) of the Corporations Act extending the time for calling the requested SGM.
In the interests of transparency and to ensure that all members are fully informed of these issues, we intend to distribute this letter to all auDA members.
Timing of the requested SGM
There are two key reasons for holding the requested SGM at the same time as auDA's AGM.
Firstly, on 18 April 2018, the Department of Communication and the Arts (DoCA) published its report following a review into auDA's .au domain registration endorsement (the DoCA Review).
The DoCA Review places auDA at a critical point of reform. The Board is currently in the process of considering its options and determining the best way to raise those matters with its members. Some of the reforms proposed by the DoCA Review will fundamentally affect auDA's governance and structure, and require serious consideration before they can be put to members in a meaningful way. The Board has resolved to engage meaningfully with members around any constitutional reforms borne out of the DOCA Review, prior to recommending to members a new Constitution for adoption.
Constitutional reform requires the approval of members and therefore will necessarily require close consultation with members. The Board does not believe that consideration of the resolutions to remove three independent directors in the interim will assist auDA and its members to properly consider the DOCA Review or the reforms required, or achieve meaningful change in the long-term future or governance of auDA.
Further, given the DoCA Review was only published on 18 April 2018, it is not possible to bring to the members a full picture of auDA's position, including any necessary reforms, in the time period by which the SGM must be called and held unless there is an extension of time. The Board is concerned to ensure that the right of the members to elect and remove directors is always exercised in a manner that is fully informed by all of the circumstances of the company. Only by considering the requested resolutions alongside necessary reforms will members be able to exercise their rights with a full picture of auDA and its future.
The Board is also concerned to ensure that it is not under-resourced at a critical time in the organisation's history, noting that the process to select and secure independent directors to replace any removed by members will take some time and may be difficult in light of the uncertainty around auDA's continued management of the .au domain space as a result of the DoCA Review.
Second, the cost to auDA of calling and holding a SGM is substantial. By way of illustration, auDA incurred almost $70,000 in costs in addition to the time and administrative resources expended by auDA staff and disruption to business in calling and holding an SGM on 31 July 2017.
Extending the period of time to call and hold the requested SGM until the date of the AGM will avoid the substantial cost and inconvenience of calling multiple general meetings in 2018 and will allow the board and members to focus on reforms required by the DOCA Review, including a considerable member engagement process.
Members' reasons for calling the requested SGM
The Board recognises the need to address the issues which members have raised in relation to (a) auDA's policy regarding direct .au domain name registration, and (b) communication, transparency and good governance more broadly. However, these issues do not make the holding of the requested SGM time critical.
The Board acknowledges the considerable debate amongst the members and the internet community over the merits of a change to its policy in relation to direct .au domain name registration.
As advised in our letter to all members dated 18 April 2018, auDA has resolved to delay any change to its policy on direct registration until the 2019 calendar year. This will allow time for implementation of the reform package discussed above as well as further engagement with the community on the merits of the policy. It will also allow the requested resolutions to remove certain directors be put to the members prior to the board's consideration of whether to implement direct registration.
Likewise, the Board acknowledges that good governance requires open and transparent engagement with its members. However, this is a key focus of the DOCA Review, and will be addressed by auDA in the process of responding to the DOCA Review in the weeks and months to come. In our view, it will not be assisted by holding the requested SGM before auDA's AGM later this year.
The directors of auDA are fully committed to ensuring that auDA is run in a manner that fairly and appropriately represents its members and achieves its objects, particularly at a time of critical reform.
Having regard to all of the above, we ask that you notify the Board by email to engagement@auda.org.au by no later than 4.00pm on Monday 23 April 2018 that you agree to an extension of time to hold the requested SGM on the same day as auDA's Annual General Meeting (AGM), to be held in late September 2018.
In doing so, you will help to ensure the proper governance of auDA and avoid the substantial unnecessary costs and disruption of a separate SGM.
Yours faithfully
.au Domain Administration Limited
Hasaka Martin
Company Secretary
As directed by the Board of auDA
From: auDA Membership <membership@auda.org.au>
Date: Fri, 20 Apr 2018, 6:04 PM
Subject: Response to requisitioned meeting
Dear auDA Members,
Response to requisitioned meeting
After careful consideration of the request, the Board has formed the view that it is in the best interests of the organisation and its members to hold the requested Special General Meeting (SGM) on the same day as auDA's Annual General Meeting (AGM).
The Board will work to hold the AGM at the earliest practicable time after the audited financial statements for the period ending 30 June 2018 are complete, expected to be at the earliest, mid September 2018. We explain the reasons which have led us to form that view below .
We seek your agreement to postpone the requested SGM to the same day as auDA's 2018 AGM.
If the Board does not receive sufficient agreement from members to an extension of time to call and hold the SGM by 4.00pm Monday 23 April 2018, the Board intends to apply for a court order pursuant to section 1322(4) of the Corporations Act extending the time for calling the requested SGM.
In the interests of transparency and to ensure that all members are fully informed of these issues, we intend to distribute this letter to all auDA members.
Timing of the requested SGM
There are two key reasons for holding the requested SGM at the same time as auDA's AGM.
Firstly, on 18 April 2018, the Department of Communication and the Arts (DoCA) published its report following a review into auDA's .au domain registration endorsement (the DoCA Review).
The DoCA Review places auDA at a critical point of reform. The Board is currently in the process of considering its options and determining the best way to raise those matters with its members. Some of the reforms proposed by the DoCA Review will fundamentally affect auDA's governance and structure, and require serious consideration before they can be put to members in a meaningful way. The Board has resolved to engage meaningfully with members around any constitutional reforms borne out of the DOCA Review, prior to recommending to members a new Constitution for adoption.
Constitutional reform requires the approval of members and therefore will necessarily require close consultation with members. The Board does not believe that consideration of the resolutions to remove three independent directors in the interim will assist auDA and its members to properly consider the DOCA Review or the reforms required, or achieve meaningful change in the long-term future or governance of auDA.
Further, given the DoCA Review was only published on 18 April 2018, it is not possible to bring to the members a full picture of auDA's position, including any necessary reforms, in the time period by which the SGM must be called and held unless there is an extension of time. The Board is concerned to ensure that the right of the members to elect and remove directors is always exercised in a manner that is fully informed by all of the circumstances of the company. Only by considering the requested resolutions alongside necessary reforms will members be able to exercise their rights with a full picture of auDA and its future.
The Board is also concerned to ensure that it is not under-resourced at a critical time in the organisation's history, noting that the process to select and secure independent directors to replace any removed by members will take some time and may be difficult in light of the uncertainty around auDA's continued management of the .au domain space as a result of the DoCA Review.
Second, the cost to auDA of calling and holding a SGM is substantial. By way of illustration, auDA incurred almost $70,000 in costs in addition to the time and administrative resources expended by auDA staff and disruption to business in calling and holding an SGM on 31 July 2017.
Extending the period of time to call and hold the requested SGM until the date of the AGM will avoid the substantial cost and inconvenience of calling multiple general meetings in 2018 and will allow the board and members to focus on reforms required by the DOCA Review, including a considerable member engagement process.
Members' reasons for calling the requested SGM
The Board recognises the need to address the issues which members have raised in relation to (a) auDA's policy regarding direct .au domain name registration, and (b) communication, transparency and good governance more broadly. However, these issues do not make the holding of the requested SGM time critical.
The Board acknowledges the considerable debate amongst the members and the internet community over the merits of a change to its policy in relation to direct .au domain name registration.
As advised in our letter to all members dated 18 April 2018, auDA has resolved to delay any change to its policy on direct registration until the 2019 calendar year. This will allow time for implementation of the reform package discussed above as well as further engagement with the community on the merits of the policy. It will also allow the requested resolutions to remove certain directors be put to the members prior to the board's consideration of whether to implement direct registration.
Likewise, the Board acknowledges that good governance requires open and transparent engagement with its members. However, this is a key focus of the DOCA Review, and will be addressed by auDA in the process of responding to the DOCA Review in the weeks and months to come. In our view, it will not be assisted by holding the requested SGM before auDA's AGM later this year.
The directors of auDA are fully committed to ensuring that auDA is run in a manner that fairly and appropriately represents its members and achieves its objects, particularly at a time of critical reform.
Having regard to all of the above, we ask that you notify the Board by email to engagement@auda.org.au by no later than 4.00pm on Monday 23 April 2018 that you agree to an extension of time to hold the requested SGM on the same day as auDA's Annual General Meeting (AGM), to be held in late September 2018.
In doing so, you will help to ensure the proper governance of auDA and avoid the substantial unnecessary costs and disruption of a separate SGM.
Yours faithfully
.au Domain Administration Limited
Hasaka Martin
Company Secretary
As directed by the Board of auDA
