Merry Christmas to Peter Wilson. When it was suggested that Peter Wilson should be independent of the old board so that we can have a fresh start Peter responded with "That's your issue". Summary of the meeting here: viewtopic.php?f=23&t=594
A good summary of where we are up to by Joe Aston of the AFR, linked to from here: viewtopic.php?f=5&p=4137#p4137
If you are new to this website read the story so far: viewtopic.php?t=321#p1793
Check out some of the AFR articles, too many to list and check out some of the ABC reports: http://www.afr.com/business/accounting/ ... 215-h055ej http://www.afr.com/business/accounting/ ... 211-h02x1d http://www.abc.net.au/news/programs/the ... s,/8626662
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Quorum

Let's look in detail at our directors individually so the term 'the board' does not minimise their individual responsibility for decisions made and oversight in relation to many of these issues.
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Stomper
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Quorum

Post by Stomper » Thu Jun 15, 2017 5:58 pm

Only 6 Directors left - One more loss and the Board wont have a quorum.....

(Thanks Wendy for the correction)

60b refers.....

Screenshot_20170615-221528.png
Screenshot_20170615-221528.png (368.44 KiB) Viewed 3192 times


Interesting times
Last edited by Stomper on Thu Jun 15, 2017 10:16 pm, edited 1 time in total.

Time4Change
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Re: Quorum

Post by Time4Change » Thu Jun 15, 2017 7:13 pm

Who want to bet, as part of tomorrow announcement that CPA will mention the new directors that they have been recruiting just to avoid a quorum and to show or should I say hide from the public pretending they are reviewing the CEO and let things cool down a bit. Based on the President last comment, I tend to believe he will announce new directors and they stay and business as usual.

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Re: Quorum

Post by Heisenberg » Thu Jun 15, 2017 7:19 pm

And I wonder who the new Directors might be? Some more Macquarie Uni staff?

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Re: Quorum

Post by Stomper » Thu Jun 15, 2017 7:21 pm

Time4Change wrote:
Thu Jun 15, 2017 7:13 pm
Who want to bet, as part of tomorrow announcement that CPA will mention the new directors that they have been recruiting just to avoid a quorum and to show or should I say hide from the public pretending they are reviewing the CEO and let things cool down a bit. Based on the President last comment, I tend to believe he will announce new directors and they stay and business as usual.
They will need support from the Representative Council who elect the Directors.

I'd be suprised if they get that support given the current status of affairs.

And what sort of Director would want to join this clusterf**** ??

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Re: Quorum

Post by Time4Change » Thu Jun 15, 2017 7:25 pm

The man has a lot of supporters remember this. Of else he would have step down by his own will. He is still here making me believe, he knows he is protected that why he is confident. Think about it, so far all those directors have resigned and the current directors that are left did actually care about CPA and we members, they would have ask immediately the executive to step down and full investigation and review to occur. Instead they used blame tactics.

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Re: Quorum

Post by nakedadmin » Thu Jun 15, 2017 8:01 pm

Six Directors including the Chairman could have forced a review I would have thought. Instead they quit. I agree it looks like protecting themselves was the main objective.
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Wendy Shelton
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Re: Quorum

Post by Wendy Shelton » Thu Jun 15, 2017 8:55 pm

Hi Stomper,

I think you might have taken your screen shot from the section on Meetings of Members.

Meetings of Directors start at s.57. s.57(J) states:

Until otherwise determined by the Board, a quorum for a Board meeting is 6 Member Directors entitled to vote on a resolution that may be proposed at that meeting. A quorum for a Board meeting must be present at all times during the meeting.

On the face of that subsection it looks like any number of directors can be determined to be a quorum until you read s.60(b):

The continuing Directors may act notwithstanding any vacancy in their number, provided that not less than 6 Directors (excluding External Directors) continue in office. If there are less than 6 Directors continuing in office, the Board must not act except in emergencies, to appoint Directors up to the minimum of 6 Directors or to call and arrange a meeting of Members.

I am guessing we are coming close to what the constitution calls an emergency? I will leave it for those more familiar with legal interpretation to comment further and perhaps explain some of the other sections of the constitution that may have relevance.

It does seem ironic that we only need a quorum of 6 to hold a meeting of members called by the directors and yet it seems to take vastly more members to be able to call a meeting, if at all!

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Re: Quorum

Post by Time4Change » Fri Jun 16, 2017 11:51 am

As per my previous early comment, I was right, I knew they would bring a new director in, to avoid quorum.

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Re: Quorum

Post by ConcernedCPA » Sat Jun 17, 2017 10:33 am

Wendy Shelton wrote:
Thu Jun 15, 2017 8:55 pm

... If there are less than 6 Directors continuing in office, the Board must not act except in emergencies, to appoint Directors up to the minimum of 6 Directors or to call and arrange a meeting of Members.
I am struggling to interpret this. Is it missing some punctuation?
To me it doesn't seem even logical.
How can any Board act if there is less than a quorum?

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Re: Quorum

Post by nakedadmin » Sat Jun 17, 2017 10:38 am

I've started a topic specifically on this aspect:

http://cpamembers.org/viewtopic.php?f=11&t=350
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Re: Quorum

Post by Stomper » Sat Jun 17, 2017 10:54 am

Former CPA divisional vice president for the ACT, Tim Youngberry, has been appointed to the board until 30 September. Mr Dickson said this is consistent with CPA Australia’s constitution, which enables the board to appoint a director in “circumstances such as these.”

60 (b) The continuing Directors may act notwithstanding any vacancy in their
number, provided that not less than 6 Directors (excluding External Directors) continue in office. If there are less than 6 Directors continuing in office, the Board must not act except in emergencies, to appoint Directors
up to the minimum of 6 Directors or to call and arrange to hold a meeting of Members.


Personally I do not believe the Directors can rely on this clause to ignore

Directors
44. Appointment of Directors
(a) The Board shall be appointed by the Representative Council and shall
consist of a maximum of 12 Directors, such Directors being:
(i) up to 10 persons who are Members; and
(ii) up to 2 persons who are neither a Member nor an employee of the
Company.


In my opinion the only time the Board could appoint a director is where there is an "emergency" not when there are less than 6 directors.

Otherwise article 60(b) would have read...

If there are less than 6 Directors continuing in office, the Board must not act except, to appoint Directors up to the minimum of 6 Directors or to call and arrange to hold a meeting of Members

So my question to Mr Dickson is what "emergency" was is place to require the Board to enact article 60 (b) rather than seek new Directors per clause 44?

Is Mr Youngberry's appointment constitutionally valid? I suggest not!!!!

What the Board ahoukd have done is call on the Representative Council to appoint new Directors in accordance with clause 44.

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Re: Quorum

Post by nakedadmin » Sat Jun 17, 2017 11:14 am

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JWheldon
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Re: Quorum

Post by JWheldon » Sat Jun 17, 2017 1:23 pm

60 (b) The continuing Directors may act notwithstanding any vacancy in their
number, provided that not less than 6 Directors (excluding External Directors) continue in office. If there are less than 6 Directors continuing in office, the Board must not act except in emergencies, to appoint Directors
up to the minimum of 6 Directors or to call and arrange to hold a meeting of Members.

I would suggest that the section enables the board to determine what an emergency is, given the CPA Australia constitution does define or refer to another section within the CPA Constitution to detail what an emergency is. Given the resignation of 7 directors, the remaining directors would have concluded that an emergency had arisen and thus relying upon the section, which provided them with the power to appoint another director.

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Re: Quorum

Post by slaa4044 » Sun Jun 18, 2017 10:19 am

I note section 60 allows a Board Member to participate even if their membership of the Board is not valid.

Did the Representative Council 'select' Mr Youngberry?

Who is on the Representative Council? That has been not available since early March. I have now written twice to the 'board secretariat' to ask for their names. It seems very odd to me that this group is supposed to represent members in selecting the Board, and as a member, you are unable to know who they are.

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Re: Quorum

Post by Stomper » Sun Jun 18, 2017 3:00 pm

I disagree JWheldon - the power to appoint a new director under sec60b only applies if there is an emergency.

The fact that there were less than 6 directors does not in itself constitute an emergency.

My question Mr Dickson is what emergency existed that prevented the Board from appointing a new director in accordance with article 44?????

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Re: Quorum

Post by Eric Nacpa » Sun Jun 18, 2017 3:29 pm

The CEO's recent behaviour (esp towards NSW minister) and absence of an effective board to deal with this constitutes an emergency. Without this new issue there is no emergency to this board given their past support of CEO and strategy. Until there is an action by asic or nsw govt.

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Re: Quorum

Post by nakedadmin » Sun Jun 18, 2017 5:48 pm

Eric Nacpa wrote:
Sun Jun 18, 2017 3:29 pm
The CEO's recent behaviour (esp towards NSW minister) and absence of an effective board to deal with this constitutes an emergency. Without this new issue there is no emergency to this board given their past support of CEO and strategy. Until there is an action by asic or nsw govt.
I think they have specifically stated they will not address the CEO out of control emergency. They should be made to say what emergency they are talking about. Just another lack of transparency, appointing a Director for an emergency but not even saying what the emergency is.

Personally I think they are planning for business as usual.
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Re: Quorum

Post by Stomper » Sun Jun 18, 2017 5:53 pm

I suspect the emergency is ASIC......

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Re: Quorum

Post by nakedadmin » Sun Jun 18, 2017 8:53 pm

Except that they denied there was an ASIC investigation. That will be funny if the come out and say we appointed a Director to deal with this ASIC investigation which at the time we denied it existed. Wouldn't be the most unusual thing they've done though.
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