Roger Clarke, on behalf of a group of senior ACS members
11 October 2019, minor revs. 16-17 October 2019, reformatted 7 November 2019
This document is at http://www.rogerclarke.com/SOS/RescueYourACS.html
Its successor is at http://www.rogerclarke.com/SOS/RescueYourACS-Part2.html
The ACS executive called a General Meeting at 09:00 on Fri 25 Oct 2019.
It considered a resolution that would convert the ACS from an incorporated association to a company limited by guarantee.
The effect of the changes is to destroy the ACS as a professional society, and to substitute for it an industry association and/or a marketing corporation.
The resolution would remove the last vestiges of member influence over the organisation's strategy. It would:
The resolution would make it very difficult for members to ever recover control over the Society.
POSTSCRIPT:
The Rescue Campaign gained 163 proxies and 23 in-person votes against the motion.
But the ACS executive mobilised sufficient votes to win by a single vote in a total of 747.
I and other senior members urge you to consider voting against the resolution.
If you don't, you will no longer have any control over your professional society.
Includes James Riley in Innovation Australia, zdNet, itWire, and Computer Daily News.
Includes LinkedIn posts by Rod Dilnutt, by Devin Weerasooriya, and by Jenine Beekhuyzen; and a post on Soylent News.
Voting is only possible:
The meeting is being held in ACS HQ in Barangaroo on Fri 25 Oct
2019.
It's scheduled for 09:00.
This is highly inconvenient for people not resident in Sydney, and for Sydney residents who need to be at work on a Friday morning.
Information about how to ensure a valid proxy is in the following section.
It will be necessary for at least 3 voting-qualified members who oppose the motion to be present at the meeting, in order ensure that a poll is held, and the proxy-votes are counted. The meeting chair might otherwise attempt to conduct the vote on a mere show of hands, which could result in proxies being ignored.
The ACS Notice of Meeting was sent out on Thu 3 Oct 2019, and is available here.
The 3 October email from the ACS refers to a previous distribution of 3 Jul 2019. That includes Draft By-Laws. However, the By-Laws are not included in the package for approval. The Board claims it would have the power to simply approve them.
Here are:
In principle, a professional society such as the ACS could take the form of either an incorporated association - as ACS has always been - or a corporation limited by guarantee - as the ACS executive now proposes. I've chaired and secretaried both forms, and have created and amended Rules of Incorporation for associations and Constitutions for corporations.
Broadly speaking:
However, the form matters much less than the terms of the constitutional document.
It's vital that the organisation's constitution and other governing documents be appropriate to its nature and mission. The ACS is not just any not-for-profit business operation. It's a professional society.
The Constitution that the ACS executive has proposed is a standard-form 'precedent' that has been customised to suit the aims of the ACS executive, but not the interests of the membership.
Contrary to the impression provided by the text in the Notice of Meeting, approval of the proposal would result in governance structures and processes that are vastly different from the ACS's current arrangements, and completely inconsistent with the notion of a member-driven professional society.
See, for example, cl. 47 on p.35;
See, for example, cl. 8(b) on p.6, cl. 24 on p.11, and cl. 27 on p.12. Further, Draft By-Law 16 on p.19, declares that "The Board has the sole authority to approve revisions to these By-Laws in accordance with the requirements of the Constitution". So cl.47 fully empowers the Board to create and amend By-Laws.
This power is all the more significant in light of how much is left out of the Constitution.
Two existing mechanisms enable members to exercise control over the Society:
(a) the Management Committee's constitution and processes
Under the current arrangements, the number of Branch Representatives exceeds the number of National Office-Bearers.
The proposal would replace the Management Committee with a Board, and removes all forms of Branch representation. Here are details of those changes.
(b) the Congress' constitution and processes
Under the current arrangements, a Congress exists, in which the Branch representation is considerably larger than that of the National Office-Bearers, and considerable pressure can be brought to bear on the strategies and behaviour of the National Office.
The proposal would disestablish the Congress completely. Here are details of those changes.
Under the new arrangements, members would have no entitlements to:
The Constitution makes no provision for Branches.
The By-Laws instead create 'Divisions'. Office-bearers on Division Councils may or may not be elected by the members in the region. But, whether or not they're elected by members, or appointed by the Board, they would be entirely under the control of the executive.
See By-Law 10, which provides that "Notwithstanding the terms of any Divisional Council Charter ... a person may be appointed or removed from a Divisional Council ... by resolution of the Board ...".
A Nominations Committee is created "for the purposes of ... determining the future nominees for election to the Board". The manner in which nominees are determined is entirely under the control of the executive. See cls. 1 and 47 on pp. 15 and 35;
Over the last couple of decades, the ACS has been progressively converted from the original, collegiate, member-driven model appropriate to a professional society, to a corporate model in which members' views are largely irrelevant to the decisions made by the executive.
The ACS executive's behaviour in recent times has been that of the Board-members of an industry association, not of a professional society. One example among many of such behaviour is the recent announcement that the ACS intends to 'acquire' or 'absorb' the Association for Data-Driven Marketing and Advertising (ADMA) - which is a longstanding industry association for consumer marketing corporations. This is the subject of a recent Open Letter to the ACS.
It's clear that a primary motivation for the proposed change from association to corporation is to fully empower the Board, and extinguish the power of the members.
Conversion from an association to a corporation would complete the takeover of the society by interests that are business-driven, and that are out of touch with the notion of a professional society.
If the motion were to be carried, the corporatisation of the Society would be essentially a fait accompli, and it would be very difficult for the members to ever recover control.
Several further features of the proposed arangements affect Members. The proposal:
Nothing in the Constitution or even the Draft By-Laws empowers individuals to continue to use the letters AACS, MACS, MACS Snr, FACS, CT or CP after their names.
The ACS executive recently announced it was acquiring the Association for Data-Driven Marketing and Advertising (ADMA). This was opposed by large numbers of senior members, who signed an Open Letter. There is a dire risk that a corporatised Board would exhibit low regard for the ethical responsibilities that are central to a professional society.
This section identifies a number of aspects of the matter that represent behaviour that is at least inappropriate for the executive of a professional society.
The Notice mentions that the proposal is to "1.2 Replace the existing Rules with a new Constitution (including minor alterations to the Society's Objects)" (emphasis added).
In fact, the proposal also includes changes that are so great as to completely change the nature of the organisation.
Further, under 1.4 Membership and management, no mention is made of the removal of all mechanisms whereby members can exercise any influence over the executive.
I was one of them. This is despite my ACS Profile recording the correct email-address.
My copy looks like this:
This is your chance to get recognised on a national stage. Submit a nomination
for the 2019 ACS Digital Disruptors Awards.
@media screen and
(-webkit-min-device-pixel-ratio: 0) and (min-device-width:1024px) {
[data-component-id="video"] .acr-video-container-fallback {
display: none !important;
}
[data-component-id="video"] .acr-video-container {
display: block !important;
}
... [followed by 4000 further lines of such code]
That raises questions about the legitimacy of the organisation's Notice of Meeting.
The term 'Company Secretary' is also used on pp. 4 and 9 of the Notice.
Unusually for an incorporated association, and at variance with the model Rules of Incorporation, the ACS does not have a Secretary among its Office-Bearers (Rule 8.3.1, p.14).
But, not being a company, it also doesn't have a "Company Secretary".
Carriage of the resolution is being treated by the ACS executive as a foregone conclusion.
The purpose of this may merely be to get some idea of the size of attendance, so that a larger venue can be arranged if it's needed.
On the other hand, consideration may be being given by the ACS executive to disqualifying the votes of attendees who failed to register.
This would breach the values of a professional society, and very likely the ACS constitution and regulations as well (e.g. NR2.13.1).
It's conventional to appoint a Returning Office to conduct polls, in order to assure integrity, impartiality and confidentiality of votes.
It's even required in the case of ACS Branch elections, under NR 8.
In the absence of a prior declaration that an independent Returning Officer has been, or will be, appointed, doubts arise about the nominal secrecy of proxy votes. This is exacerbated by the absence of any instruction to double-envelope hard-copy proxy forms, and the instruction to email soft-copy proxy forms to Secretary@acs.org.au.
The absence of confidence in the confidentiality of proxy votes has a chilling effect on the voting behaviour of the several hundred members who have potential conflicts of interest or perceive themselves to be at risk of retaliation by the ACS executive.
Examples of people who face this challenge include National Office-Bearers, members of National and Branch Committees, employees (in particular, the many senior and retired members who conduct course accreditations and assess migration skills applications), and friends of the motion's proponents.
The Place of Meeting is the ACS head office, Level 27, Tower 1, 100 Barangaroo Avenue, Sydney NSW 2000. This effectively requires members from outside Sydney to travel to and stay in Sydney on Thursday night 24 Oct.
The time of the meeting is 09:00 on Friday 25 October 2019. This effectively requires all attendees to be absent from their place of work for a considerable part of Friday morning.
Setting an inconvenient time is not consistent with ACS values, and evidences avoidance of members rather than engagement with them.
This is not consistent with the values of a professional society, nor of any member-driven organisation.
In addition, publishing arguments both for and against motions is conventional for corporations such as that which the ACS executive desires ACS to be.
I sent 10 letters requesting despatch of an email to ACS members.
I did not receive so much as an acknowledgement from the President, 7 of the 8 Branch Chairs, and the Chair of the Fellows Committee.
Multiple copies of my emails to Branch Committee members were forwarded to National Office. None of the individuals concerned even replied, let alone advised me that they had done so.
The sole acknowledgement that I received was from a Branch Chair who lamely explained that "the elected Chair and Secretary ... don't actually have any access to the ACS Membership list". My enquiry "How do you communicate such things as events details to your members without access to a mailing list?" went unanswered.
This is consistent with a corporation seeking to exercise control over its customers, not a professional society seeking to engage with its members.
The following information is detailed administrivia. It's relevant to the design of the above guidance, and hence is included for completeness.
The proposal is (required to be) a Special Resolution. "A special resolution must be passed by at least 75% of all votes cast by those members of the Society who, being entitled to vote on the special resolution, vote either in person at the General Meeting or by proxy" (p.4). "Voting must be in person or by proxy" (Rule 13.7.5, p.24). See also s.70 of the Associations Incorporation Act (ACT).
So there is no provision for:
The only means for participation by members outside Sydney, or otherwise unable to attend the location at 9am, is proxy-voting.
"Voting at a general meeting of the Society must be determined on a show of
hands ..." (Rule 3.7.1, p.24).
The Minutes do not need to record the details
of the count or proportion.
Where a vote is by a show of hands, it appears that proxy-votes might not be counted.
A poll may be demanded "before or on the declaration of the show of hands ... by not less than 3 members present in person or by proxy at the meeting" (13.7.1-2).
The proxy form does not contain any provision for a member to direct that the proxy demand a poll on the motion. It's possible that a voting member who is present in the room may be able to use any proxy votes that they hold; but it is also possible that the meeting chair may (or may attempt to) rule proxy-votes as being unacceptable.
A poll is very important in the case of major changes to a Constitution, because some individuals present may not be prepared to overtly oppose a proposal by the Board (e.g. ACS office-bearers, including Board-members, ACS Committee-members, personal friends of the proponents, and ACS employees and contractors who are also ACS members).
It's therefore vital that at least 3 members who are strongly opposed to the resolution, and who are prepared to 'take the heat', are present at the meeting.
In practical terms, Proxy Forms must be in ACS's hands by close of business on Mon 21 October, 3 full days before the meeting. (Technically, it may be possible for submission in hard-copy at the office, or by email, as late as 08:45 on Tue 22 Oct).
"The notice appointing the proxy must be in the form most recently approved by Management Committee" (NR 8.14.8.2).
The designated Proxy Form demands the inclusion of Membership No.: "You must sign, date and provide your membership number on this form as follows in the space provided". This may enable the meeting chair (who has "indicated that he will vote all undirected proxies FOR the resolutions") to invalidate proxies that lack the Membership No, even if there are no other grounds for doing so.
The Proxy Form also has a space for the proxy's Membership No. No statement is made that would appear to enable the absence of the proxy's No. to invalidate the nomination or the vote that it directs.
Delivery may be by post or email. Hand-delivery is also possible.
But whereas p.4 says "To an ACS office", the instructions on p.10 only
mention:
Level 27, Tower 1, 100 Barangaroo Avenue, Sydney NSW 2000.
To cast a vote:
To vote by proxy, please complete the proxy form enclosed as
Attachment
B with this Notice of General Meeting ...
[It's actually Attachment A, and
is on p.9]
... and return it to the Society as soon as possible by one of
the following means:
By mail: PO Box Q534, Queen Victoria Building Sydney NSW 1230
By hand delivery: To an ACS office [or possibly only to ACS HO]
By email: Secretary@acs.org.au
In accordance with 13.8. of the Rules, an appointment of proxy is effective only if the Society receives the notice of proxy not less than 72 hours before the time appointed for the commencement of the meeting or, in the case of an adjourned meeting, resumption of the meeting. The notice of proxy is only valid if it is in the approved form attached to this Notice of General Meeting Proxies should be received by 9:00am (AEDT), 22 October 2019 to be eligible.
In accordance with 13.7.7. of the Rules, you and your proxy will only be entitled to vote at the meeting if all money payable by you as a member and the proxy to the Society, have been paid.