auDA Board Minutes

[Lemon]

The minutes are back. It's a bit hard to extract the facts from them.
https://auda.org.au/about-auda/our-org/board-meetings/

if auDA and it's Directors truly wish to follow best practice then perhaps they could take a bit of advice from Justice Barrett and read this article.
Directors' meetings
http://aicd.companydirectors.com.au...-director-t-me-directors-meetings_a4_web.ashx

Bolding is mine

What should be the decision-making process?
As noted above, s 248G of the Corporations Act 2001, or the equivalent provision typically found in company
constitutions, provides the basic rules for the decision-making process at a directors’ meeting. However, Justice Barrett had made a number of important observations in relation to the process that should be followed (see
Gillfillan & Ors v Australian Securities and Investments Commission (ASIC) [2012] NSWCA 370).

Justice Barrett’s view is that the aim of a board meeting is not for directors to consult together with a view to reaching some consensus; rather, it is for directors to consult together so that individual views may be formed. Accordingly, the procedures adopted at board meetings must be such that each director may communicate his or her vote and have it taken into account. Practices, such as the chair saying, after discussion of a proposal ‘I think we are all agreed on that’ are ‘dangerous unless supplemented by appropriate formality’ (Gillfillan & Ors v ASIC [2012] NSWCA 370 at 8-9).

Therefore, in order to fulfil their obligations under s 248G of the Corporations Act 2001, or an equivalent constitutional provision, directors individually must ensure, by a process of voting, that it is possible to determine whether they support, oppose or abstain from a particular resolution, which requires accurate minutes.

 

[snoopy]

Therefore, in order to fulfil their obligations under s 248G of the Corporations Act 2001, or an equivalent constitutional provision, directors individually must ensure, by a process of voting, that it is possible to determine whether they support, oppose or abstain from a particular resolution, which requires accurate minutes.

This is vitally important and directors should not be pressured to vote in a particular way to achieve a "unanimous decision". Not say this is what has happened but it certainly appears that way when you have 11 directors supposedly all agreeing with each other.

 

[neddy]

Good post Lemon.

I've done an article on Domainer today about the return of the Minutes. Interesting to see that Erhan Karabardak noted his dissent with regards to the Minutes not being published; and Simon dissented on auHQ. I hope more Directors have the cojones to speak up and record their dissent when applicable.