Special General Meeting

This morning at 10:00 am Melbourne time, auDA are holding a Special General Meeting at the State Library of Victoria, Theatrette, 179 La Trobe Street, Melbourne. The resolutions that members will be voting for at this Special Meeting include:

Resolution 1 – Vote of no confidence in Cameron Boardman (CEO) (NOTE: Resolution 1 has been revoked by auDA)

Resolution 2 – Removal of Chris Leptos as a Director Resolution 3 – Removal of Sandra Hook as a Director Resolution 4 – Removal of Suzanne Ewart as a Director

The Grumpier.com.au campaign initiated this event, stating the following reasons:

• Without seeking to interfere with the day to day management of auDA, we (the Members) want to be recognised as an integral part of the organisation; and our membership viewpoints treated with respect.
• Members of auDA should also have a right to be informed about basic decision-making processes of their Board of Directors, and the CEO / senior management.
• Members called for a Special General Meeting which was held on 31 July 2017. The auDA Chair, Stuart Benjamin, resigned before a member vote to oust him.
• auDA’s board and CEO promised to improve, but things have only got worse in the opinion of many.
• Before, and since the last SGM, direct correspondence, blogs and forums have been full of complaints directed towards auDA, however Members have been (and continue to be) ignored.

auDA defended the claim that “auDA’s board and CEO promised to improve, but things have only got worse in the opinion of many” when Chris Leptos released the following statement:

Here are some of the decisions that have been implemented in the past 150 days to deliver on those ambitious objectives:

• a new registry operator (Afilias Australia) has commenced transition preparations to take over the registry operations, along with significant infrastructure upgrades to improve reliability and speed;
• a commitment to a $12 million multi-year investment in cooperative marketing to promote the benefits of the .au namespace;
• a reduction of at least 10% in the wholesale fee for domain registrations and renewals;
• introduction of variable licence periods of 1 year to 5 years, to give Australian businesses and consumers flexibility with managing their domain names;
• coordination with Federal agencies to secure the .au namespace from external threats;
• introduction of a streamlined membership application process to make it easier for members to join auDA, combined with some improvements in member communications;
• formal monthly briefings with registrars on registry transition and industry issues;
• continuing consultations by the Policy Review Panel (chaired by Mr John Swinson) including a national public awareness campaign of possible models for ‘direct registration’ domain names with public forums in Perth, Sydney, Melbourne and Brisbane;
• a formal and widely advertised recruitment process for two new Demand Class directors;
• improved board governance with current and proposed directors being evaluated against a skills matrix, and subject to probity checks, with several directors also undertaking Australian Institute of Company Directors training;
• updated Terms of Reference and membership for the Board committees; and
• new company policies to provide best practice financial control and accountability.

In regards to why the Grumpier Campaign feels the three-mentioned board members need to be removed, they also initially stated these reasons (summarised, as mentioned here):

Direct Registration: auDA have not consulted the public properly and don’t have a good implementation method. Communication & Transparency: auDA have not adequately communicated the intentions of the organisation and some vital information regarding the organisation continues to be withheld (as mentioned in the previous SGM from 2017). Governance: auDA are not performing their duty very well.

auDA have released a statement urging members to vote AGAINST the resolutions:

The resolutions include proposals to remove your three and only Independent Directors of the Company, namely, Mr Chris Leptos (who is the chairperson of the board of directors), Ms Sandra Hook and Ms Suzanne Ewart. The resolutions are set out in the accompanying Notice of General Meeting (in items 2, 3 and 4 of Business). After carefully considering these proposed resolutions, your Board of Directors (other than Mr Leptos, Ms Hook and Ms Ewart, who are the subject of the resolutions and abstain from making a recommendation, and Mr Tim Connell, who also abstains from making a recommendation) (the Recommending Directors) recommend that members vote AGAINST the proposed resolutions. A brief letter signed by the Recommending Directors, confirming their recommendations, is also enclosed (Annexure A). You are encouraged to attend or appoint a proxy to vote at the meeting to show your support for the Independent Directors by voting AGAINST the resolutions proposing their removal.

Recently, the Grumpier campaign added the following reason to their list as to why they believe the three auDA members should be ousted:

We do not want auDA to fail. It is an important self-regulatory body which will live on beyond individual people. It appears that the auDA Board (except Tim Connell), and Executive have approved the massive membership stacking by supply side employees. This corrosive behaviour by auDA means that your membership vote/voice has most likely been diluted, and with 4-5 domain name sellers having potential control over auDA. These 900+ new members won’t be able to vote at the Special General Meeting on Friday 27 July 2018. However, you can send the strongest message to auDA possible by voting FOR the removal of auDA directors Chris Leptos, Sandra Hook and Suzanne Ewart.

Many people believe that if the Grumpier Campaign wins today, this will be the final nail in the coffin, so to speak, and will be the end of auDA altogether. Others believe that if the board-members named remain on the board, Direct Registration, Communication & Transparency may continue to head in the wrong direction. The final decision today will prove what the MAJORITY of EXISTING MEMBERS prefer to happen.