Your Vote is Necessary to Rescue Your ACS

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
Its successor is at

The Situation

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.

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.

For the subsequent actions taken, see Rescue your ACS Part 2.

The remainder of this document is retained as a historical record

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.

Media Coverage

Includes James Riley in Innovation Australia, zdNet, itWire, and Computer Daily News.

Social Media Coverage

Includes LinkedIn posts by Rod Dilnutt, by Devin Weerasooriya, and by Jenine Beekhuyzen; and a post on Soylent News.

How to Cast Your Vote

Voting is only possible:

The In-Person-Vote Option

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.

The Proxy Option

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.

How to Provide a Valid Proxy Form

  1. Download the Proxy Form you prefer to use:
  2. Ensure that you're a voting member
    (All members are voting members except Student Members and "Overseas Group, Honorary Fellows and Honorary Members, [unless they were] members before classification as Honorary Members")
  3. Ensure that you're financial at 25 Oct 2019
  4. Fill in Your Name and Address
  5. Fill in Your Membership No
    (If you omit your Membership No., the meeting chair may seek to exclude your vote).
    To check what details ACS has recorded for you, log in here
  6. Only if you're appointing the Meeting Chair as proxy,
    (Otherwise the Chair may call for a show of hands and your vote may not be counted).
  7. Only if you're appointing someone else as your proxy,
    fill in their Name, Address and Membership No.
    (Omission of the proxy's Membership No. might possibly result in your vote being ignored)
    And you need to ensure that your proxy:
  8. Sign and date the document
  9. Submit the document, to arrive at latest before close of business on Mon 21 Oct.
    Here are four delivery options:

Background Information

The Proposal by the ACS Executive

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:

Appropriate Forms of Incorporation for a Professional Society

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 Aspects of the Proposed Constitution that Destroy the ACS

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.

(1) The proposal centralises all power in the Board

See, for example, cl. 47 on p.35;

(2) The proposal makes no provision for any meaningful member involvement

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:

(3) The proposal disestablishes the Branches

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 ...".

(4) The proposal creates a mechanism that enables continuity of power by a clique

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:

(1) fails to entitle members to continue to use postnominals

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.

(2) fails to require that applicants for membership subscribe to the Code of Ethics

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.

(3) fails to establish any constitutional basis for Special Interest Groups

Process Irregularities

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.

(1) The Notice of Meeting misrepresents the scale of the changes to the constitution

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.

(2) A number of members of the Society did not receive the communication of 3 July 2019

I was one of them.  This is despite my ACS Profile recording the correct email-address.

(3) A number of members of the Society did not receive a usable copy of the Notice of 3 October 2019

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.

(4) The email containing the Notice of Meeting purports to be signed by the "Company Secretary"

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.

(5) The email contains the sentence "Click here to register for the General Meeting"

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).

(6) No mention is made of the appointment of a Returning Officer, which has the effect of chilling some people's votes. 

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

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.

(7) The scheduled meeting time is inconvenient for ACS members

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.

(8) The information provided to members was strongly oriented in favour of the motion, and no information was provided to members about negative aspects

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.

(9) The ACS executive blocked my request that an email on the matter be sent to ACS members

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.

(10) The email of 3 October that provided the Notice of Meeting contains tracking links

This is consistent with a corporation seeking to exercise control over its customers, not a professional society seeking to engage with its members.

Further Technical Considerations

The following information is detailed administrivia. It's relevant to the design of the above guidance, and hence is included for completeness.

Voting on the Resolution

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 by Show of Hands or Poll

"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.

Proxy-Voting under the Current Rules of Incorporation

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

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:

Extract from the Notice of Meeting

Voting by proxy

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:

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.