ABSIA held their 2020 Annual General Meeting (AGM) on Wednesday 28 October at 3pm (AEDT). The current ABSIA Board, Nominated Directors and ABSIA Members were all invited to attend the AGM via teleconference.
The number of Board Nominees exceeded the number of available positions and proxy voting was held in the lead up to the AGM. The
results of proxy votes were tallied at the meeting with one vote being made in person.
Chris Howard delivered the president's report which was then accepted.
Matthew Prouse delivered the treasurer's report which was then accepted.
One Board Member, Mike Behling, has stepped down from his Director position on the Board. Mike has reached his maximum term limit on the Board and is required to resign under the Constitution. ABSIA wishes to extend many thanks to Mike for his contributions to ABSIA as a Director over the years.
Ian Gibson also stepped down from his Director position under clause 36.2 of the Constitution due to his retirement from SuperChoice.
Simon Foster, Marjukka Maki-Hokkonen and Michael Ross were also at the end of their terms and re-nominated for the Board.
Election of Directors
After tallying electronic proxy votes and one in-meeting vote, ABSIA welcomed two new Board Members. ABSIA wishes to welcome Chris Denney from SuperChoice and Ann White from Ozedi on to the Board as Directors effective as of 1 January 2021.
Current Board Directors, Simon Foster, Marjukka Maki-Hokkonen and Michael Ross were all welcomed back on to the Board.
A vote of 75% or greater was achieved for all of the proposed Constitution changes bringing them into effect immediately. An outline of these changes are below.
Formatting and Minor Changes
The following proposed changes are designed to update the format of the constitution, clarify some clauses and correct any spelling errors. In summary these changes include:
- Adding the ABN to the cover page
- Removing the clause for the initial board as it is no longer required
- Ensuring that body corporate rather than body is used in parts of the constitution
- Removing the signature section which appeared in the original constitution as it is no longer required
- Where address has been referred to in the constitution, this has been updated to "business address" in some instances
- Re-formatting and re-numbering clauses as required
With a number of clauses being removed and added through these proposed Constitution amendments, a number of definitions need to be updated and/or removed.
The definition of Organisational Members has been moved out of the definitions section to the classes of membership section. This definition has also been updated to clarify that this applies to both Developer and Business Members.
Clarifying the Purpose and Role of the Representative
The purpose and role of a Representative for a Membership needs to be clarified. These points are taking into account earlier special resolutions that seek to update the definitions of Organisational Members and Representatives.
Using Technology at General Meetings
There is a need to add more detail to clause 17 to outline what the use of technology means in general meetings.
Updating Board Information
Clarifying the clauses relating to the Board and Directors with the removal of references to clause 36.3 (the Initial Board). Clarification to clauses surrounding the vacation of office, Director term limits and the relationship of Elected Directors to Voting Members to match actual practices have also been made.
Increasing the Maximum Size of the Board
Increasing the maximum size of the Board to encourage diversity of board membership (gender, cultural and technical background of Directors and represented businesses, areas of interest and expertise) with one more potential Co-opted Director and two more potential Elected Directors. This retains at least a 2/3rds majority of Elected Directors on the Board.
Adding a New Chief Executive Officer Clause
In the event that the Board decides to nominate a Chief Executive Officer, a new clause has been added to outline their position. Other clauses have also been updated to include information about the CEO position.
A copy of ABSIA's current Constitution can
be found here.
There was no other business raised by those on the call.
Filling of Vacant Positions
At the November Board Meeting, the Board decided to use the recently passed constitution change to expand the current number of Director positions on the Board. As a result, two casual vacancies for Elected Directors and two Co-Opted Director positions were made available. ABSIA wishes to welcome both Andrew Stirling from Tanda and Sreeni Pillamarri from Softlabs as Directors for a one year term each as well as Emma Dobson as a Co-Opted Director for a two year term.
The Board then agreed to invite current Director, Ian Gibson, to take up the remaining Co-Opted Director position which was then
2021 Board of Directors
Following the announcement of the voting results and with no other business, Elected Directors and the current Board of Directors had a meeting to discuss new office bearer positions. They are as follows:
- Simon Foster - President and Chair
- Matthew Prouse - Director and Vice President
- Secretary (currently vacant)
- Treasurer (currently vacant)
Vacant office bearer positions will be elected on at a later date.
- Simon Foster - Director, President and Chair
- Matthew Prouse - Director and Vice President
- Chris Denney - Director
- Chris Howard - Director
- Marjukka Maki-Hokkonen - Director
- Sreeni Pillamarri - Director
- Michael Ross - Director
- Andrew Stirling - Director
- Ann White - Director
- Emma Dobson - Co-Opted Director
- Ian Gibson - Co-Opted Director
- Brad Stockman - Co-Opted Director