This Resolution Has Been Disallowed / Invalidated by auDA – Only Resolution 4 Is Now On The Agenda.
“That auDA is not a wholesale registry as defined by its OBJECTS and Principal Purposes under (3) of the auDA Constitution. If auDA wishes to change its purposes, objects or scope, then it must first put a special resolution to its Members by virtue of (16.3.d) of the Constitution.”
Let’s deal with the Constitution first – because this is the crux of Resolution 3.
Have a look at auDA’s OBJECTS and Principal Purposes in the Constitution. Check out all the amendments by special resolution! So if auDA potentially wants to be the registry as well (or have a subsidiary or associated entity assume this role), then it needs approval by Members.
Throughout auDA’s history, whenever it has wanted to change things that are defined in the Constitution, it has had to put a special resolution to Members to get approval. And to get a special resolution passed, this means getting the approval of at least 75% of Members in both Supply and Demand Class. This can be frustrating for a Board, as was shown in these examples:
♦ AGM November 2016 – Approval sought to appoint 4th Independent Director. From the Minutes: “The special resolution did not secure more than 75% of votes in both classes of membership and was not carried.”
♦ EGM April 2013 – “To consider, and if appropriate, pass the special resolutions to amend the constitution of the Company, in the manner set out in the annexure to this Notice (below)” – see Notice of Extraordinary General Meeting – 2013. There were two special resolutions – one passed; one failed. See Minutes.
♦ AGM October 2011 – A wide range of special resolutions were sought as per the Minutes. Some were carried – others were not.
♦ EGM August 2006 – A wide range of special resolutions were sought as per the Minutes. All were carried.
The point of the above is that this is democracy in motion – particularly for a membership organisation like auDA. The Board can’t just foist significant changes unless it has the approval of Members first.
What exactly is auDA proposing?
Whilst there have been some mixed and poorly drafted messages, my understanding is that auDA is proposing to do away with the “Competitive Registry Model” as was recommended by the Industry Advisory Panel in 2012 (and subsequently ratified by the auDA Board).
Whilst auDA has now deleted the Minutes from their website, you can see an archived version here. Item 6 is the important one. Interesting to note that the current Chair (Stuart Benjamin), and Deputy Chair (Erhan Karabardak) were Directors back then.
Here are some other articles:
♦ November 15, 2016 – auDA Happenings
♦ December 13, 2016 – Yet Another Backflip By auDA?
They now intend to potentially create a monopolistic in-house registry (even if it is a subsidiary or associated entity) which effectively gives them unfettered power to do what they want! Imagine that – being both regulator and sole supplier!
Further, the Board agreed that a restricted tender exercise, by invitation, will be undertaken. This process will commence initially with a scoping exercise, sourcing expert advice so auDA can build and operate a dedicated .au registry.
♦ May 5, 2017 – Update on the Registry Transformation Project (excerpt below – bolding is ours)
On 26 April 2017, we announced our decision to conduct a restricted tender exercise to enable auDA to build and operate a dedicated .au registry. We also announced our intention to commence an initial scoping exercise, sourcing expert advice where appropriate to facilitate this process.
This decision was not taken lightly. We appreciate the complexity and unique expertise required to build and operate this key piece of national infrastructure.
♦ May 29, 2017 – Registry Transformation Project: Request for Expressions of Interest
auDA has decided to conduct a tender process to enable auDA to build and operate a dedicated .au registry.
Consistent with auDA’s approach to open and transparent processes, and given the .au registry is a key piece of national infrastructure, this REOI forms part of a market exercise to test the value, accountability and performance of building a best-in-class registry.
The scope of products, technology and services required to enable auDA to build and operate a dedicated .au registry may be varied and extend beyond those services provided to auDA to date. This may include appointing a third party (or parties), or enabling auDA (or a subsidiary) itself, to self-supply or provide certain registry services, along with the additional services described in this REOI.