A rebel group of Australian Computer Society members have commenced proceedings in the Federal Court seeking to overturn resolution to corporatise the association, citing “significant irregularities” that affected the special general meeting and its vote.
An initial hearing is scheduled for Tuesday November 19 in Sydney. It will consider whether the ACS should be prevented from completing its restructure from a membership-based association to a company limited by guarantee before the Federal Court can conduct a full hearing
The 43,000-member ACS passed the resolution to restructure by a single vote at the meeting held in Sydney on October 25.
But now a group of senior members led by information systems consultant Roger Clarke are challenging the process.
The say the move is an attempt by the society’s executive to centralise control in an eight-person board, greatly limiting the capacity of its professional members to influence strategy and priorities.
At stake is the future control of the society’s tax-free $36 million-a-year revenue stream and its $25 million in member funds.
The rebel ACS members say the new constitution passed by the narrowest of margins at the special general meeting would destroy the organisation as a professional society, substituting it for an industry association or a “marketing corporation”.
They say it grants all power to the executive and reduces members’ influence over executives to almost nothing. The restructure removes the ACS Congress through which members have been able until now to voice their views to the executive.
They also contend the new structure converts independent branches into divisions under the control of the executive and enables those in power to determine who is permitted to nominate for positions of influence.
The restructure, in accordance to the ACS constitution, required a 75 per cent majority to pass. With a total vote count of 747, some 561 were cast in support of the changes, passing the resolution a 0.1 per cent margin.
A single vote the other way would have changed the result. Now the rebel ACS members are pointing to irregularities in the process that influenced the outcome.
They say the restructure would make it very difficult for members to ever recover control over the society in future and have brought the Federal Court proceedings as a result.
The ACS rebel members say the vote was not an appropriate reflection of the members’ will, citing “many irregularities”.
Examples of these irregularities, they say, include:
- That the Notice of Meeting misrepresented the scale and nature of the changes to the constitution
- That some proportion of ACS members did not receive a useable copy of the Notice of Meeting
- The information provided to members with the Notice of Meeting was strongly oriented in favour of the motion, and almost no information was provided about negative aspects
- The ACS executive blocked the case against the motion from being distributed to the ACS membership list
- No independent Returning Officer was appointed
- Proxy-votes were visible to ACS staff
- Two proxies against the motion were unreasonably disallowed
- The Meeting Chair, despite being required to be impartial, spoke for 15-20 minutes as President, in favour of the motion
- The Meeting Chair unilaterally limited the debate to two-minute statements by four speakers Against and four speakers For, and no questions from members permitted
- The Meeting Chair closed the meeting immediately after announcing the result, without inviting questions or comments, and without even looking around the room for any raised hands
The ACS was contacted by InnovationAus.com for comment.