We received the following email from the WIA Secretary. The email and an extract from the attachment are reproduced below (in italics).
Our reply is also enclosed.
Date: 16 December 2016 4:54:42 pm AEDT
To: Chris Chapman
Subject: General Meeting call found to be not valid
A call for a General Meeting was sought under the WIA constitution.
Apologises for not replying earlier, but the General Meeting call and other matters had to undergo due diligence which included legal advice.
On that advice, the General Meeting call is not valid.
Please find attached to WIA legal advice received today.
More may be put on the WIA website about this at a later time.
Rgds Jim Linton
An extract from the legal advice enclosed with the letter:
I refer to your email below in which you ask questions about the constitutionality of certain proposals set out in that email. The issues all revolve around an attempt by certain members of the Institute to require the directors to call a general meeting of members pursuant to clause 8.3 of the Constitution of the Institute. That clause, so far as is relevant provides:
8.3 Convening of general meetings
(a) The Directors may whenever they think fit and must upon a requisition made in
accordance with clause 8.3(b) convene a general meeting of the Institute.
(b) The Directors must call and arrange to hold a general meeting of the Institute upon the request of at least 100 Members who are entitled to vote at the general meeting.
(c) The request must:
(i) be in writing; and
(ii) state any resolution to be proposed at the meeting; and
(iii) be signed by the Members making the request; and be given to the Secretary
(d) Separate copies of a document setting out the request may be used for signing by
Members if the wording of the request is identical in each copy.
I have in the past been instructed that the requirement for 100 members to make the request in accordance with clause 8.3 had been met in accordance with that clause. However yesterday I received an email from the secretary to the Institute in which he said inter alia:
I note that the same signed letter, and in about 20 cases the signature page only and not the 4 motion page, have been received.
I take that to mean that in the cases of at least 20 of the purported requests the requirements of the Constitution were not met in that contrary to clause 8.3 (d) the wording of the request was not identical in each of the copies received.
Our response – sent this morning:
Wireless Institute of Australia
President & Directors, Treasurers
17th December 2016
Call for a General Meeting
I acknowledge your email of 16 December 2016.
I do not accept your assessment that “the General Meeting call is not valid”. You have not provided any indication that this is a board decision. I will take this opportunity to remind you that the Secretary has no authority and can only act on decisions approved by the board.
I do not accept your assessment. I request that you confirm the following prior to any formal communication to WIA members:
Has the attached legal advice been submitted to the Board for their consideration and decision?
I quote from the legal advice: “I note that the same signed letter, and in about 20 cases the signature page only and not the 4 motion page, have been received.”
Could you please advise if the Barrister, Mr Smale, has inspected the letters refer to in your correspondence? He advises “about 20 cases”. His statement is not specific, which suggests the legal advice is incomplete and uncertain.
In any event, I am pleased to clarify the matter by advising that all signatures provided had the same front page, and that front page was provided in the package delivered to the WIA National Office on 29th November. I can only assume that you have made an error in the information you have provided to the Barrister. You could have avoided this confusion by contacting me before seeking expensive and unnecessary legal advice. I assume you are acting in the best interests of members in this regard?
You should note that a further 31 members have signed the letter. An updated list of their details follows. I can confirm that all digital pages containing only the second page are genuine copies of both pages and the front page was the same. I am prepared to sign an affidavit to this effect.
It would appear to me, Mr Linton, that you are not acting with the authority of the Board, nor is your email in the best interests of members or the Directors of the WIA.
By copy to the Board of the WIA, I wish to formalise a complaint with regards to the Secretary’s disregard for Board consideration and approval of this important decision and correspondence. It is my view that Mr Linton has overstepped his authority as Secretary and has brought the WIA into further disrepute. His behaviour is unprofessional and inappropriate.
I request the Board consider my complaint and consider removing Mr Linton and appointing Mr Deefholts as Secretary as per the original intention of Mr Wait and the Board earlier this year. It is clear that Mr Linton is either unwilling or unable to fulfil the duties of WIA Secretary in a professional and appropriate manner.
Mr Linton, your actions only serve to highlight a belief that you are playing a game of some sort. You are fully aware that the single, identical ‘Call for general meeting’ document has been circulated around the country, with no variations.
You are fully aware that the Call for a General Meeting is both valid and inevitable. WIA members also know this to be true and these infantile attempts at stalling an accounting of the Board’s actions will simply polarise more members to hold yourself and the core of Directors in greater contempt.
The fact remains that a valid Call for a General Meeting was provided to the WIA office and your failure to recognise this in no way reduces the legitimacy of this document and its date of delivery.
It would be in the best interests of the four named Directors to resign immediately and save the WIA the expense and effort of arranging this meeting. In any event, I request your formal response by 12 noon Monday 19th December 2016. Should a satisfactory response not be forthcoming, further formal actions will commence.
WIA Member and for the WIA Reform Group
List of members signing the letter