Constitutional Reform FAQ

Set out below are frequently asked questions that members may have in relation to the proposed constitutional changes.  The answers to these questions should be read in conjunction with the summary and other information set out in the Notices of Meeting and Explanatory Material for Constitutional Reform.

Members may submit additional questions in writing to companysecretary@auda.org.au. 

These frequently asked questions will be updated to address additional questions that are relevant to the proposal.

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Governing Members and Associate Members

Who will be the members of auDA for the purposes of the Corporations Act?

The Governing Members.

 

Who is eligible to be a Governing Member?

Before the Transition Date, the members of the Nomination Committee (except for the Government Representative) will be the Governing Members of auDA.  Until the Nomination Committee members are appointed, the directors will be the Governing Members.

After the Transition Date, the Board may admit any person who is eligible to hold a .au domain name licence as a Governing Member.  To prevent corporate groups from registering multiple members, a company cannot register as a member if it is a related body corporate of another Governing Member.

 

Who is eligible to be an Associate Member?      

Before the Transition Date, the Board may permit any person who is eligible to hold a .au domain name licence to be an Associate Member.  To prevent corporate groups from registering multiple Associate Members, a company cannot register as a member if it is a related body corporate of another Associate Member.

 

If auDA introduces ‘direct registration’ will this allow foreign nationals to become members of auDA?
(Question received 05/09/2018)

Any future changes to domain name licence eligibility will be considered in light of the effect that they will have on membership eligibility. In the event that auDA resolves to allow direct registration of domain names (e.g. www.auda.au) the requirement for an Australian connection will remain.

The Board, along with the Policy Review Panel(s) will continue to develop appropriate eligibility criteria, including a requirement for an Australian connection, in the event that direct registration is introduced.
Likely eligibility criteria will be consistent with existing 2LDs and may include: the registrant must be a legal person and an Australian citizen or a Permanent Resident, or the holder of an ABN or ACN, or the holder of an Australian trademark.

The Australian nexus required for a legal person to be eligible for a 2LD in .au and by extension an Associate Member will remain.

 

What is the benefit of being an Associate Member?

Associate Members will be able to vote in a ballot on candidates for election as Elected Directors.  Before the Transition Date, the Board will conduct a ballot of Associate Members to vote on candidates for election as Elected Directors who have been approved by the Nomination Committee.  The Board will appoint the candidate who receives the most votes (or, if there are multiple vacant positions, the candidates who received the most votes) provided that a majority of votes cast in the ballot are in favour of the candidate(s).

 

When is the Transition Date?

The Transition Date will be the second anniversary of adoption of the constitution, unless the number of Associate Members reaches 12,500 before this date.

If the number of Associate Members reaches 12,500 before the second anniversary of the adoption of the constitution, the Board will consult with DoCA and, provided DoCA does not disagree, will bring forward the Transition Date.

 

What will happen on the Transition Date?         

The Board will write to all Associate Members at least one month before the Transition Date seeking their consent to become a Governing Member.  Each Associate Member who consents in writing to become a Governing Member will become a Governing Member.

 

Will there be a fee to be a Governing Member or Associate Member?

Before the Transition Date, there will be no fee to be a Governing Member.

After the Transition Date, the Board may determine an annual membership fee.

There will be no fee to be an Associate Member.

 


 

Board of Directors

Who will be on the Board?           

The Board will comprise one Independent Chairperson, five Independent Directors and four Elected Directors.

 

How will prospective Directors be identified?

Any person may apply to the Nomination Committee to be approved as an Elected Director, Independent Director or Independent Chairperson.  It is expected that the Nomination Committee will generally call for nominations through a public expressions of interest process, and/or when appropriate may be assisted by the use of external recruitment agencies.

 

What skills will a Director require?        

The Nomination Committee will approve a board skills matrix, against which it will measure all Director candidates. 

The current Board has developed an initial draft board skills matrix, which can be viewed here https://www.auda.org.au/public-comment.  It is expected that the Nomination Committee will consider this draft board skills matrix and adopt it subject to any amendments that the Committee considers appropriate.

 

How will Directors join the Board?

The Independent Chairperson and Independent Directors will be appointed by the Board after being approved by the Nomination Committee.

Before the Transition Date, the Elected Directors who are approved by the Nomination Committee will be candidates in a ballot of Associate Members and will be appointed by the Board in accordance with the results of that ballot.

After the Transition Date, Elected Directors who have been approved by the Nomination Committee will be directly elected by the members.

 

What are the Board quorum requirements?

Unless the Board decides otherwise, a majority of Directors.

 

What will be the individual and maximum terms of Directors?

Directors will be appointed or elected for three year terms.

All Directors are subject to a maximum term of the greater of nine years and three terms of appointment or election.  Service prior to the adoption of the proposed constitution will count towards the maximum term.

 

How will the ballot for Associate Members work?

It is expected that there will be a call for nominations prior to the ballot, and that the Nomination Committee will consider for approval any person who has been nominated, taking into account the board skills matrix. 

Associate Members will vote on those candidates who have been approved by the Board to stand in the ballot through an electronic voting process.

 

What oversight will there be over the Board? 

Governing Members and Associate Members will be able to lodge a complaint with the Nomination Committee about the performance of the Board or of an individual director if they are concerned about performance.

auDA will report annually on the Board's performance against the Board Charter and the organisation's performance against a KPI framework, transparency and accountability framework, membership diversification initiatives and stakeholder engagement strategy.  This is required under the new terms of endorsement.

auDA's authority to operate the .au ccTLD is derived from the Australian Government.  DoCA ultimately provides oversight over auDA, including the Board.

 


 

Nomination Committee

Who will be the members of the Nomination Committee?

DoCA has not yet confirmed the initial committee, however the committee will consist of:

the independent chair of auDA;        

  • a Government representative; and
  • one or two representatives from each of: the domain industry, the business sector, consumers and the Associate Members.

 

What will constitute a quorum of the Nomination Committee?

A majority of the members, which for the first 12 months must include the Government representative (i.e. no quorum without the Government representative).

 

How will the Nomination Committee be remunerated?           

$1,500 plus statutory superannuation paid as a sitting fee, excluding the Chair (i.e. no fee paid to the Chair).

No remuneration is payable when the Committee sits as Governing Members (i.e. as the members of auDA), e.g. at the AGM.

 

What will be the frequency of meetings?

The Nomination Committee will meet as often as is necessary to perform its role.  The role is likely to be initially intensive while the committee approves a board skills matrix and approves members of the initial Board.

There will also be an annual review of Board performance, a report of which will be published in auDA's annual report.

Before the Transition Date, the Nomination Committee will also need to meet at least annually in their capacity as Governing Members for auDA's Annual General Meeting.

 


 

Advisory Committees

What is the purpose of the Advisory Committees?      

Each Advisory Committee will have a particular advisory role, however the role will generally be to inform the Board on matters within the remit of the Advisory Committee and the experience of its members and to recommend appropriate actions to the Board arising therefrom.

 

What is the role of the General Advisory Standing Committee?         

To receive and consider submissions from members of the general public who are interested in the management, operations, decisions or actions of auDA.

 

What is the role of the Technical Advisory Standing Committee?       

To receive and consider submissions from members of the general public who are:

  • interested in the management, operations, decisions or actions of auDA; and
  • have particular knowledge or expertise that relates to technical aspects of the operations, decisions or actions of auDA.

 

What will be the initial Advisory Committees? 

General Advisory Standing Committee and a Technical Advisory Standing Committee.

 

What support will the Advisory Committees receive?

auDA will provide administrative and operational support as necessary for each committee to carry out its responsibilities.

 


 

Interim Arrangements

What will happen to existing Demand Class Members and Supply Class Members?

Immediately after adoption of the new constitution, existing members in general will no longer be eligible to be members of auDA.

We will conduct an audit of our membership register and will write to current members to confirm whether they satisfy the eligibility criteria to become an Associate Member.  Those who satisfy the eligibility criteria and elect to be an Associate Member will become Associate Members.  We will aim to complete this audit before the date of the first ballot of Associate Members.

Existing Demand Class and Supply Class Members will have the option of requesting a refund of 75% of the annual membership fee that they have paid for 2018-2019.  If members do not request a refund, auDA will make a contribution equivalent to the total amount of unclaimed refunds to The auDA Foundation.

 

When will the initial Nomination Committee be appointed?   

auDA is in the process of confirming the members of the initial Nomination Committee with DoCA and they will be appointed as soon as practical after confirmation is received from DoCA.

 

Who will be the Governing Members before the initial Nomination Committee is appointed?

The Board members will be the Governing Members until the Nomination Committee has been established, at which point the Directors (other than the Independent Chairperson) will cease to be Governing Members and be replaced by the members of the Nomination Committee.

 

Who will be the initial Board?

The current Board immediately before adoption of the constitution will remain as Board members after the constitution is adopted.  The Board will manage the process of transitioning to the new model.

 

When and how will the initial Board be replaced?

Once the Nomination Committee is established, it will be responsible for approving new Board members.  The Nomination Committee will approve one Independent Chairperson, five Independent Directors and (at least) four Elected Directors.  The Board will then appoint the approved Independent Chairperson and Independent Directors, and will appoint approved Elected Directors after arranging for a ballot of Associate Members.

6 months after the Nomination Committee has been established (or earlier if resolved by the Board), any Board member who has not been approved by the Nomination Committee will cease to be eligible to be a Director under the constitution.

 

Will current Directors be considered by the Nomination Committee?

Current Board members will be invited to go through the same process with the Nomination Committee, and if approved and/or elected will be entitled to remain on the Board.