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Good Morning auDA

Discussion in 'General Domain Discussion' started by findtim, Aug 19, 2018.

  1. findtim

    findtim Membership: VIP

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    auDA Member:
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    auDA board meeting today, i wonder what the agenda is?

    just taking some guesses here:
    1) how do we work around 24.1 ?
    2) how do we explain why james and joe are allowed in the board room? it will have to be minuted.
    3) do we risk dumping the cmwg as they seem to be asking some tough questions?
    ------------
    you could pretty much end the meeting there
    ----------
    4) if we IGNORE everything and head full charge to a GM how then do we explain why almost 955 new members need to be deleted ?......after they vote our resolutions in. hang on...we'll still need them for the AGM ! so bugger we'll need to ignore that as well.
    5) how do we hide the fact that someone is holding 200 proxies? its ok we'll mix it up with a few from each of the big players to make it look not so obvious ! BUT HANG ON, if these INTERESTED under represented stakeholders REALLY care then surely they would be fully informed and want to vote? so we should expect at least almost 955 + pre-june members to vote.

    i also loved that great big screen display at the sgm with the "tally so far" , i sure hope we have that again to truly depict how the vote is going on any resolutions.

    6) then there will be the "chairs report" that will be something like " i've spoken to richard and he is 100% behind our decisions " IS he? is he ? refer to my resignation letter about not trusting the information being delivered to directors.... just my own opinion mind you. i'd love to see an announcement from richard that states he is 100% cool with audas decisions so far.

    7) resolution: make sure we hire those guys that stuffed up the first SGM to do the video again.

    tim
     
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  2. jdeck

    jdeck Membership: Community

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    auDA Member:
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    Good morning Tim,

    Upon seeing the auDA email of 9 August advising of the letter sent to Scott Long, AWIA wrote to auDA seeking a termination of its membership with immediate effect. I believe this resolves the matter of Joe and I being directors, and expect that you are correct that this will be minuted at today’s board meeting.
     
  3. snoopy

    snoopy Membership: VIP

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    I wonder how many other memberships are non compliant with the constitution, and how many people are currently sitting in the wrong membership class as well. Needs a full audit in my view before the AGM.

    For example, can Ausregistry legitimately hold two memberships in almost the same company name? What about demand members who hold reseller accounts? What about other supply side directors? Are supply side employees legitimately able to hold demand class memberships? I have a feeling 80%+ of the membership could be invalid.
     
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  4. joshrowe

    joshrowe Membership: Community

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  5. snoopy

    snoopy Membership: VIP

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    Understatement of the year!
     
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  6. Jimboot

    Jimboot Membership: Community

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    Given the 955 I think 80% is a conservative no.
     
  7. Bacon Farmer

    Bacon Farmer Membership: VIP

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    Would it be possible to ask to see confirmation of membership payments too?
     
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  8. findtim

    findtim Membership: VIP

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    auDA Member:
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    FOI
    b. Provide transaction record(s) from each applicant in their own capacity.

    Include, not limited to;

    i. Transaction type;
    ii. Transaction amount;
    iii. Date of transaction.
    iv. Individually paid by each applicant or;
    v. Group paid on behalf of applicant(s) or;
    vi. Payment not required.
     
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  9. snoopy

    snoopy Membership: VIP

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    Agree, rumours swirling that hundreds of memberships haven't been paid for so that definitely need to be looked at. Has money changed hands and did each member pay for their membership?
     
  10. snoopy

    snoopy Membership: VIP

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  11. DomainNames

    DomainNames Membership: Community

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  12. Scott.L

    Scott.L Membership: Trader

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    auDA Member:
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    James, I think you’ll need to rethink this matter –

    In my opinion, AWIA members are a group of related entities of AWIA (as per 9.4).

    Refer to:
    • SECT 140 1. (a)(b)(c) of the Corporations Act whereby a company’s constitution with its members has the same effect as a contract.
    • SECT 53 Affairs of the Company, this category covers - ‘membership’ and;
    • SECT 9 of the Corporations Act provides the Definition of ‘Related Entities’ includes;
    • (d) a director or member of the body or of a related body corporate; and
    • SECT 64B Entities connected with a corporation 1. (b) is a member of the body
    • 9.4 auDA Constitution.

    The Association (AWIA) qualifies as a Supply Class member (as a reseller) also, AWIA is comprised of a group of related entities i.e. resellers

    They're ALL
    Reseller Related Entities
    • (d) a director or member of the body or of a related body corporate;

    By default, AWIA (a reseller) has made all but one Member of AWIA eligible to be a supply Class Member of auDA. Regardless of AWIA not being a member of auDA, the members of AWIA are related entities under the AWIA constitution.

    Only One from a group of related entities (as per the Corporations Act) who qualifies for Supply Class membership may apply.

    I suspect 9.4 was to stop Associations from obtaining reseller appointments for the purpose of, stacking auDA supply class membership with members of that Association, including other related entities of that member, for example, Directors, spouse, relatives, or their subsidiaries’.

    1. AWIA reseller members qualify for Supply Class Membership. But, as per 9.4, Only one may apply for Supply Class Membership within a group of related entities.
    2. AWIA can be a Member of auDA but no other reseller members can be a member of auDA, and if AWIA cancels their auDA membership then – Only One member of that Association (AWIA) can be a Member of auDA. (reseller related entities of AWIA)
    3. If the reseller members of AWIA want their own vote in auDA they must cancel their AWIA membership and apply for auDA supply class membership.

    9.4 Qualification for Supply Class Membership (AWIA Version)

    9.4 Any Legal Person that is a reseller appointed by an auDA accredited Registrar, in the .au name space (AWIA), or an association whose membership comprises a majority of such Legal Persons (reseller members of AWIA), qualifies to be a Supply Class Member. (AWIA qualifies)

    BUT:

    If a group of related entities (AWIA membership) consists of more than one Legal Person who qualifies for Supply Class membership (Resellers) , then only one such Legal Person within the group may apply to be a Supply Class Member.

    The Association (AWIA) comprises of, a group of ‘Related Entities’ (reseller members) and, AWIA Itself being a Reseller qualifies for Supply Class Membership. By default, AWIA (a membership that comprises a majority of resellers) has made only one Member of AWIA eligible to be a Member of auDA. (if a group of related entities - reseller members of AWIA - only one may apply)

    Reseller Related Entities
    • (d) a director or member of the body or of a related body corporate;

     
    Last edited: Aug 21, 2018
  13. DomainNames

    DomainNames Membership: Community

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    Can you summarise so it is easier to understand;

    1. Should Joe Manariti resign or be removed as an auDA Directors or member?
    2. Should James Deck resign or be removed as an auDA Directors or member?
    3. Should other linked or related parties auDA memberships resign or be removed?
     
  14. Scott.L

    Scott.L Membership: Trader

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    auDA Member:
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    I should also add:

    If Ashurst or auDA reply saying - in regards to AWIA members; "a group of related entities" refers to SECT 50 of the Corp Act as 'Related bodies corporate' (a company with subsidiaries) each member is a separate entity and the definition 'related entities' should not be relied upon alone when applying it to 9.4;

    if true, would the constitution say...

    if a group of related entities of a Related bodies corporate (as per Corporations Act) consists of more than one Legal Person who qualifies for Supply Class membership, then only one such Legal Person within the group may apply to be a Supply Class Member.

    or

    if a Related bodies corporate (as per Corporations Act) consists of more than one Legal Person who qualifies for Supply Class membership, then only one such Legal Person within the group may apply to be a Supply Class Member.

    but hey, go with whatever suits your agenda.
     
  15. Scott.L

    Scott.L Membership: Trader

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    Summary -

    If AWIA is a Supply class member of auDA then all Members of AWIA that are resellers cannot be auDA supply class members.

    if AWIA is not a Supply Class Member of auDA, then only one AWIA member that is a Reseller or Registrar can apply for auDA Supply Class Membership.

    Cheers
     
  16. DomainNames

    DomainNames Membership: Community

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    ARQ Group / Melbourne IT and their associated companies have thousands of resellers.

    Can their resellers not also be auDA Members?
    Can their resellers not also be Directors?
    What else is an issue?

    How many staff can their overall "Group" have signed up as auDA members in Supply and Demand?
     
    Last edited by a moderator: Aug 21, 2018
  17. Scott.L

    Scott.L Membership: Trader

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    auDA Member:
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    Joe and James are Directors of auDA and AWIA = Related entities

    This means, only one Reseller member of AWIA may apply for Supply Class Membership - why? because Joe and James are related entities of both auDA and AWIA concurrently. Do you see, Joe and James are related entities of AWIA (both are Directors and Members of AWIA) of which, AWIA Members (resellers) are themselves Related entities of AWIA members and AWIA directors Joe and James.

    its one big mob of Reseller Related Entities belonging to One Association of Members. There can be only One.

    Next point -

    Regardless of AWIA not being an auDA member - Joe and James and their companies do not qualify for auDA Supply Class membership because their Companies are Members of AWIA and they are also Directors of AWIA and auDA (related entities) only one may apply. it appears more logical to conclude; None from AWIA can apply for supply class membership, except AWIA.


    so there it is.
     
  18. Scott.L

    Scott.L Membership: Trader

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    auDA Member:
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    As per auDA Constitution;

    22.3 Votes by Interested Directors

    Subject to the Corporations Act, a Director who has a material personal interest in a matter that is being considered at a meeting of Directors:

    a. must not vote on the matter (or in relation to a proposed resolution under paragraph (ii) of this clause in relation to the matter, whether in relation to that or a different Director); and

    unless:

    i. the matter applies to an interest that the Director has as a Member in common with the other Members;
    • James and Joe – care to explain that to members. What do you have in common with another member of auDA? Could it be AWIA? or perhaps your own for-profit entities that are members of auDA and AWIA of which you are both Directors? or ...
    Question:
    • When James and Joe as Supply Class Directors and both as supply class Members of auDA decided to approve 955 applicants, the majority being employees from 4 registrars and the Registry operator who themselves are also Supply Class Members (something in common) – did you consider this clause?
    ii. the Directors have passed a resolution that specifies the Director, the interest and the matter, and states that the Directors voting for the resolution are satisfied that the interest should not disqualify the Director from considering or voting on the matter
    • the minutes do not contain any disclosure or resolution by the other directors to allow or disallow them from voting on 955.

    interesting discussion in the minutes about it -
    upload_2018-8-21_21-28-0.png

    Perhaps the Board should have got that advice after all. But hey, there's nothing in common with any of them, right? so whats to disclose, right?

    its not like supply class directors voted on approving all those supply related employees from a couple of Supply class Members that now have the majority power over demand class members, and none of you didn't bother to disclose your interest in this decision. I mean, What material interest could there be in it? Hmmmmmmmmm.....

    cheers
     
  19. Scott.L

    Scott.L Membership: Trader

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    auDA Member:
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  20. Scott.L

    Scott.L Membership: Trader

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    auDA Member:
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    .
     
    Last edited: Aug 21, 2018