The Australian Computer Society has apologised to members after an attempt to reorganise its legal structure was nullified in the Federal Court.
The professional society had attempted to reorganise itself from an incorporated association to a company limited by guarantee via a member vote in October.
However, following a challenge by long-serving member Roger Clarke, a judge hearing the case referred to the actions of the ACS leadership team as being “manifestly unreasonable” and ruled several decisions as being ‘invalid’.
In the wake of the ruling determined on 23 December, the ACS has told members it plans to take “learnings” from the case and will regroup to find a new set-up in February 2020.
“No process is ever perfect, and for a not-for-profit membership body we have shown an exhaustive effort to keep all members involved in the consultation processes, and to participate in the resolution process,” according to a member email, seen by ARN. “That said, we have fallen well short in this instance.”
“There is much complexity to assess,” the email added.
ACS first held the vote in October last year, whereby ACS president Yohan Ramasundara claimed the vote had passed with 75.1 per cent voting in favour during a special meeting.
As part of the overhaul, the ACS would be named the Australian Computer Society Limited and its existing rules replaced with a new constitution under the Corporations Act.
However, the decision was vocally opposed by Clarke, who claimed the new structure would “grant all power to the executive”, and reduce members' influence over the executive to “almost nothing”.
In a personal blog post, Clarke also said the move would convert branches into divisions under the executive's control.
Justice Michael Wigney, who oversaw the case, ruled in favour Clarke’s subsequent court challenge, due to irregularities in how the meeting was called and the “inconsistent” treatment of proxy voters.
The judge ruled that the notice of proposed alteration to the rules and objects was not correctly distribute or correctly constructed and that the general meeting was not held properly.
He also described Ramasundara as “‘manifestly unreasonable” in his handling of curtailing the arguments against the proposal and breached his duties as chair of the meeting.
The judge noted that the ACS’ proposal would lead to significant changes to its corporate governance, but that the meeting took only an hour and a half. “There was no reason it had to be so short,” he said.
“While we accept that the ACS needs to evolve, we are concerned that over the past 18 months the members are having far less of a say in the future of the association,” Clarke said. “The ACS was established as an association for its professional members, but the impact of the proposed changes would destroy the ACS as a professional society, and effectively turn it into an industry association or marketing corporation.”
In an official statement, Ramasundara said: “We are naturally disappointed. No process is ever perfect, and for a not-for-profit membership body we have shown an exhaustive effort to keep all members involved in the consultation processes, and to participate in the resolution process. That said, we respect the Court’s decision.”