Proposed Amendments 2013
Proposed Amendments to the Constitution
In 2011 the auDA Board appointed NZ-based consultants Westlake Consulting Ltd to conduct an independent review into the governance of .au.
Recommendations 11 and 12 of Westlake’s report involve making changes to the structure of the auDA Board (refer to the report for the full text):
11. (in conjunction with 12 below)
auDA transition over the medium term (aim 3-4 years) to a revised board structure:
- Membership would comprise three supply class directors, three demand class directors and four independent directors, a total of ten voting members.
- The CEO should remain a non-voting board member (status quo).
- The board chair should be elected/confirmed by the full board from among the independent members of the board (status quo).
- For the avoidance of doubt, no member of the board may ever serve as a director in more than one class.
12. (in conjunction with 11 above)
The board recommend to the membership that the auDA Constitution be amended:
- To change the normal terms of a director’s appointment from two to three years;
- To set a continuous-service term limit for board members of nine years;
- To set similar requirements for the board Chair, with the exception that a director elected to the role of board Chair may have maximum continuous service as a director of ten years, thus allowing for a period on the board of up to one year before becoming a Chair, while still allowing that person to serve up to the maximum term as Chair.
Both of these recommendations would require amendments to auDA’s Constitution. Under clause 16.3 of the Constitution, any amendment or variation to the Constitution requires a special resolution of the members. In order for a special resolution to be carried, it must have the approval of 75% of members in both classes of membership.
Views of the auDA Board
The Constitution Committee of the auDA Board has considered the recommendations in detail, and requested further explanation from Westlake as to the rationale for the recommendations.
The Board has resolved to put the recommendations as a composite proposal to a vote at an Extraordinary General Meeting to be held in April 2013. The Board will not be supporting or opposing the proposal, to avoid any conflict of interest which may arise. The Board’s collective view is that it is up to the members of auDA to decide whether or not to support the proposal.
In preparation for the EGM, the Board is keen to give members an opportunity to consider the proposal in detail, including pros and cons. The Board facilitated discussion of the proposal following the 2012 AGM, and members were invited to submit written comments to auDA afterwards. Member views will be published along with the proposed motion and explanatory memorandum for the EGM.