Internet Society of Australia
A Chapter of the Internet Society
ACN 076 406 801
The meeting started at 5:45pm AEST on 17 December 2001 and took place by way of teleconference in accordance with the Articles of Association of the Society.
(This was the first meeting of the newly constituted Board and as such,
a number of extraordinary items were required to be dealt with; as such, not
all of the usual business of the Board was covered.)
Andrew McRae opened by explaining the proposal. The proposal centred
around Tony Hill resigning as Executive Director, so he could pursue
consultancies on his own behalf and given that there was some
uncertainty as to the sustainability of a full time role for the
Executive Director at this juncture.
Tony indicated that many of his consultancies were related to the
CRCs and would therefore have some beneficial impacts on ISOC-AU
through his continued involvement with ISOC-AU.
The proposal tabled was for Tony Hill to resign as Executive
Director. In his place an offer to take up the role as part time
executive director has been made by Kate Lance. Given Kate's integral
involvement in ISOC-AU and the extent of her expertise and experience,
Andrew suggested that Kate was indeed eminently placed to play this
role.
Thereafter Tony agreed to being co-opted, per s53 of the Constitution,
as a non-executive director, thus giving continuity to the organisation
in respect of Tony's involvement. In order for this proposal to take
place, both Tony and Kate would be required to resign from their
existing positions. It was noted that technically, Tony was required to
give three months' notice of his intention to resign his post, although
this could be waived by mutual agreement between the parties. Given
that both Tony and Kate had interests in the discussions at hand, they
were asked and agreed to leave the meeting.
At this point, a comment was made that the proposal appeared to be
quite positive and needed some discussion, especially with regard to
Kate's role in respect to what Tony has being doing on behalf of the
Society. It was noted that the proposal was a good way in which we
would maintain Tony's valuable involvement in the organisation while
allowing him to pursue further career options.
A concern was expressed that the process was made transparent. It was
confirmed that these concerns and those of process and consultancy
issues associated with the members. Board members were reminded that
the organisation had only just gone through an Annual General Meeting
at which directors had been appointed. Whilst it was conceded that all
parties were acting n the best interests of the organisation, a view
was expressed that from the point of perceptions, the proximity of
timing to the AGM was not the best.
It was indicated that technically, as far as our Constitution was
concerned, the prospect of having Tony resign and then co-opting him to
the Board was legally sound and legitimate in his view. Concern was
expressed that in appointing Kate now, no job description had been
prepared and we had not advertised the position. It was suggested that
a 6 month interim position, in which time, amongst other things, the
job description could be refined and finalised, would be appropriate,
given that Tony was going to be available to ensure the continuity of
the role of the Executive Director, albeit as a guiding process.
Each director was then asked for views either in support or rejecting
the proposal. Most directors were in favour in principle, although most
echoed the expressed concerns that there be absolute transparency of
process. Leni argued against the proposal, citing concerns listed above.
It was noted as a point of procedure that this meeting had not appointed the Executive positions on the board at this point in time and therefore any move to co-opt Tony would need to occur before this.
A view was expressed that the 6 month period for the position of interim executive director (the position proposed to be offered to Kate) was a little long. A further view was expressed that this period was probably necessary to ensure that there was time to work out all of the matters that needed attention.
Following discussion about the pros and cons of the length of period for the initial contract Directors agreed to appoint the a new Executive Director on a six months, three days a week contract.
General agreement was reached as to the proposals and that the
organisation agree to waive the three month notice with regard to
Tony's resignation.
At this point in time, Tony and Kate were contacted and invited back
into the meeting. Andrew then recapped the agreement on the proposals
to Tony and Kate. Andrew repeated the concerns of the Board with regard
to transparency of process and a specific concern canvassed in respect
of the fact that the proposals arose only after the AGM and elections
were completed.
A motion was put that the 3 month notice of termination of Tony's
employment agreement be waived. Proposed by Andrew, Seconded
by Anne - Carried unanimously.
Tony then sent in notice of resignation via email to the Board and to
the Board's solicitors. A vote of thanks was given to Tony for his
extraordinary efforts over his period of appointment as Executive
Director.
Kate Lance then sent in notice of resignation via email to the Board
and to the Board's solicitors. A vote of thanks was given to Kate for
her outstanding contributions and involvement since the inception of
the organisation.
Tony and Kate were then invited to remain at the meeting as observers.
A motion was then put to invite Tony Hill to be co-opted as a
non-executive director on the board. Proposed by Andrew, Seconded by
Cheryl - Carried unanimously. Tony Hill accepted this invitation
with thanks.
A motion was then put that Kate Lance be appointed interim part-time
(0.6) executive director for a period of 6 months, commencing on the
7th January subject to satisfactory negotiation of terms. Proposed
by Andrew, Seconded by Anne - Carried unanimously.
It was noted that there was a Workplace agreement in place and this would need to be looked at and modified to suit the appointment as put to Kate. It was noted that some negotiations would have to be entered into with regard to office space, given that Kate was based in Melbourne (Tony was based in Canberra).
5. Actions Arising from the Minutes
Face to face Directors' Meeting - will be held in late February, exact
time and place to be confirmed. Andrew McRae asked everyone at the
meeting to flag their availability.
February 2002, date to be confirmed via email.
Meeting closed 7:20pm.
Addendum: Leni Mayo resigned following this meeting, citing time pressures and the need to create room for new blood.
Andrew McRae
Chair of Board Meeting for 17 December 2001, ISOC-AU