ACS undertaking to wait for hearing


James Riley
Editorial Director

The Australian Computer Society has made an undertaking not to proceed with a corporate restructuring until the matter had been put to a full hearing of the Federal Court, expected in early December.

Lawyers for the ACS gave undertakings to the court that the ACS would not apply for registration as a company until at least 20 December 2019.

The lawyers for the ACS also requested an urgent final hearing, which was supported by the lawyers for the applicant Roger Clarke. Justice Jayne Jagot indicated she would seek  to secure a hearing date for the first two weeks of December.

Mr Clarke is leading a rebel group of senior ACS members who are seeking to overturn a resolution to corporatise the association that was passed by a single vote at a special general meeting held in Sydney in late October.

And expedited timetable for the production of documents and other evidence as well as submissions to the Court was agreed to by both parties.

“Discovery has to now take place in the next week,” Mr Clarke told InnovationAus.com. “We have to get the documents that we need, and then respond within a few days.”

“We’re seeking the relevant information and documents in order to be able to clarify our case to the court,” he said.

Both parties would then provide written arguments to the court ahead of the December hearing.

The Australian Computer Society was contacted for this story. A spokesperson told InnovationAus.com in a written statement: “We don’t feel it would be appropriate to comment as the matter is before the court.”

The 43,000-member ACS passed the resolution to restructure by a single vote at the meeting held in Sydney on October 25. Of the 43,000 members, only a much smaller subset – a thought to be about 12,000 – have voting rights.

Of the total vote count of 747 cast either in person or assigned to a proxy, 561 were cast in favour of the restructure and 186 voted against the resolution. In accordance with the ACS constitution, a 75 per cent majority was required to pass the motion.

With 561 votes approving the changes, the Yes vote achieved a 75.1004 per cent majority. A single vote the other way would have change the outcome. At stake are the governance mechanisms that will control a member-based association, its $36 million-a-year revenue streams and $25 million in assets.

Given how close the vote was, the Federal Court arguments are expected to centre on proxy votes, and whether these proxies were appropriately handled.

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.

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