ACS Observer Special Edition – A new dawn?

This is a long one. I’m trying to give a detailed overview of the situation. The historian in me and all that …

It is two weeks shy of twelve months since the ACS Special General Meeting that precipitated the battle for the organisation’s soul that we are now witnessing. That meeting and its vote to change the ACS constitution was subsequently annulled by legal action but it was the catalyst for the events that followed.

What a year it has been. Below I give a brief chronology of events. Journalism is the first rough draft of history, and I’m sure future observers will look back on these events with astonishment.

On Friday 9 October, just two days ago, the ACS Congress passed a motion of no-confidence in the organisation’s Management Committee. Murmurs of dissent with the Committee’s behaviour and the direction in which it was taking ACS surfaced early in 2019, grew steadily after the 23 December 2019 legal case exposed the desperation of its tactics, and rose to a crescendo this year.

Many members were initially unconcerned about the problems, but tireless work from an increasing number of critics more brought things to a head. The Management Committee ignored any criticism and attempted to close down any debate, suppressing internal dissent and even trying to muzzle journalists reporting on its actions. The sheer ineptitude and arrogance of these attempts were totally counter-productive.

Let us look at the four motions were passed by Congress on Friday, the last and most important first:

  • Motion 4. That Congress has lost confidence in the ACS Management Committee.

I’m not sure of the numbers, but I’m assured this was easily passed. The motion was totally unprecedented and places the members of the Management Committee, and in particular those who constitute the ruling clique, in an impossible position, though their arrogance may prevent them from seeing this. President Ian Oppermann has announced a later meeting, on 2 November, to vote on a spill of all positions, but if these people had an ounce of responsibility or even a rudimentary sense of shame they would resign immediately.

Unfortunately, they have rarely demonstrated such traits, and on past form it is likely that they will continue to defend the indefensible, including their own continued role in the organisation.

The other three motions also passed, though with some minor amendments that did not change their intent but made them better fit with ACS terminology and practice. But they were each very important, because they go to the heart of poor corporate governance, excessive secrecy, and perceptions of conflict of interest.

  • Motion 1: That all Management Committee minutes for 2019 and 2020 and hereafter on an ongoing basis be made available to Congress, other than those sections of minutes related to in- camera sessions, and those sections of minutes subject to ongoing legal privilege.
  • Motion 2: That a pecuniary interest register be established and updated at each Management Committee meeting when Interests and potential Conflicts of interest are declared where each member of Management Committee must disclose if they and/or any member of their immediate family, or any company they are associated with, receives any benefits from ACS or any supplier of goods or services to ACS. This register to be maintained by the secretariat of Congress on behalf of the ACS.
  • Motion 3: That a full and detailed independent financial audit be conducted of ACS expenditure for the financial years 2018/19, and 2019/20. This audit to specifically examine adherence to the ACS delegated authority framework, and examine formal agreements entered into by the ACS.

The very fact that such motions were thought necessary indicate the problems caused by the Management Committee’s obsession with secrecy. Serious questions are now being asked about the ACS’s financial activities, which these motions should have the effect of clearing up. No one has suggested fraud, but there are concerns about inappropriate authorisations, unaccountable largesse benefiting senior management, conflicts of interest and possible financial mismanagement. The problem is we simply do not know, because the accounts are so opaque and lacking in detail.

The numbers on the votes of all motions indicate that the clique, and a couple of their supporters in the wider Congress, voted against all motions. (For the identities of those in the clique, see ‘Dramatis Personae’ below).

My understanding from Congress members I have spoken to is that all motions were passed by a 2-to-1 majority – 16 to 8 with one abstention. Because we are talking only 24 members in total, and it is pretty easy to identify who is on which side, even though it was a secret ballot conducted by external auditors.

You have to ask yourself why someone would vote against an audit or a pecuniary interest registry. It will be very interesting to see what comes out of these processes. Some of the clique actually had the temerity to argue against the cost of an audit, after they have wasted hundreds of thousand dollars on unnecessary legal fees and other – shall we say – extraordinary discretionary expenditure.

What happens next?

The battle is far from over. The motion of no confidence only has teeth if it is translated into action. Oppermann has called further Congress meetings on 2 November and 16 November, the first to spill all Management Committee positions, including his own, and the second to elect a new Management Committee. Problem is, the spill motion needs a two thirds majority, and because the clique seems unlikely to resign (as they surely should) before then, they may be able to thwart the spill and ignore the wishes of the Congress and of ACS members, the majority of whom are thoroughly fed up with their behaviour.

And even if there is a spill, they can stand again. Not until the ACS has a Management Committee finally committed to reform will things move ahead. Fortunately, all this is now out in the open. The clique’s attempts to suppress it all blew up in their faces.

On past form we can expect continued bullying, intimidation and dirty tricks. Congress members should be prepared for an extraordinary barrage of misinformation from the clique and its supporters.

Chronology of events

My favourite comic all my life has been The Phantom. I even named the two wonderful German Shepherds in my life after his wolf Devil (D1 and D2, both now sadly in doggy heaven). My social cricket team was the Phantom International Eleven (PIXI – ‘Ghost Who Bats’). Phantom comics often begin with a brief recounting of the origins of the legend, when the original Phantom was washed up on a Bengali beach after a pirate attack four hundred years ago. He swore on the skull of his father’s murderer to avenge injustice in all its forms. It was always headed “For those who came in late.”

So, for those who came in late, a brief chronology of events in this modern day saga:

7 December 2018

The ACS National Congress unanimously endorses a proposal that the organisation should transition from an Incorporated Association to a Company Limited by Guarantee. It says the proposal was endorsed by all elected members of all ACS state and territory branches – over one hundred people. The proposal is not communicated to ACS’s wider membership.

15 May 2019

The National Congress endorses significant governance changes to help ease the transition from society to company.

25 June 2019

ACS publicly announces its intention to make the transition, in an article in its InformationAge online publication. It argues that the change is necessary to be “contemporary and relevant, and at the forefront of thinking in relation to emerging technology and the new economy.

“We need to ensure our organisational design and governance frameworks are fit for purpose, so that ACS delivers agility in a changing operating environment, and that we are best placed to deliver on the Strategy.” The ‘Strategy’ is a reference to the ACS five year ‘Three Cs’ plan, announced in 2017, to modernise and operate on a more commercial basis.

3 July 2019

The ACS sends an email to some members outlining the proposed changes and announcing a Special General Meeting to vote on them. The email is not sent to the many ACS members who had previously opted out of receiving marketing material from ACS, effectively disenfranchising them. The limited nature of the distribution and of the announcement itself, which contained hyperlinks to documents rather than full details of the changes, is to become one of the bones of contention in the subsequent court case.

18 September 2019

ACS acquires associations ADMA (Association for Data-Driven Marketing and Advertising), IAPA (Institute of Analytics Professionals of Australia), D+TC (Digital + Technology Collective) and DGA (Data Governance Australia). The cost of acquisition and the details of any due diligence undertaken are not disclosed. The acquisitions concern many members as being overly commercial and not consistent with the ACS charter. Rumblings of dissent begin.

3 October 2019

The ACS despatches formal notice of a General Meeting to change the legal structure of the Society. It fails to draw attention to the substantial differences between the proposed new Constitution and the existing Rules, which drastically change the nature of the organisation, denude members’ rights, and disestablish the State and Territory Branches. This failure also becomes a bone of contention in the court case.

11 October 2019

A group opposed to the acquisition of the commercial associations and the transition to a Company Limited by Guarantee, led by well-known Canberra consultant and academic and ACS Fellow, Roger Clarke begins a campaign to encourage members to vote against the motion. It argues that the change would “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.”

Clarke’s campaign gains 163 proxy and 23 in-person votes against the motion.

25 October 2019

The Special General Meeting is held in Sydney. Just 161 members attend the meeting, many of them armed with proxy votes. Roger Clarke and others travel to Sydney from Canberra and Melbourne for the vote (there is no facility to vote online). The meeting takes 90 minutes, with short two-minute statements but no questions allowed. The meeting is stacked with ACS employees, who by dint of working for the organisation are associates, and therefore voting, members. The tens of thousands of people which the ACS lists as members for promotional purposes but who only have that status because of their ACS endorsed professional accreditation, are ineligible to vote.

The proxies mean that there are 747 votes on the motion, which requires a 75% majority to pass.. The motion is passed by a single vote (561 for to 186 against), with two proxy votes against the motion disallowed on what were subsequently ruled to be invalid grounds. Had those votes been allowed, the motion would have been lost.

12 November 2019

Roger Clarke launches a crowdfunding page on GoFundMe to finance action against the vote. “This may be achieved by negotiation, or mediation, but it may be necessary to get court orders to overturn the resolution.” It has raised $16,536 to date.

14 November 2019

The ACS refuses to negotiate with the dissident group and Roger Clarke initiates an action against the vote in the Federal Court in Sydney.

12 December 2019

The case is heard under Justice Wigney. The hearing takes a full day, with barristers employed by both sides.

23 December 2019

Justice Wigney hands down his judgement. He finds against the ACS on all counts, setting aside the results of the vote and awarding costs against the ACS. His 79 page judgement is extremely critical of ACS’s behaviour, detailing the irregularities in how the meeting was called and whether proxies should have been allowed. He was also critical of the conduct of the meeting. “Plainly a decision had been taken before the meeting to curtail discussion and debate.”

The judgement call for a “case management hearing in February 2020 for the purpose of considering what, if any, orders or directions should be made for the convening of a general meeting of the Society. To that end, the parties should confer and jointly a range for the matter to be listed on a mutually convenient date in February 2020.”

31 December 2019

The ACS issues a statement saying that in light of the court judgement it will review its plans to transition to a company structure. “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.”

6 January 2020

The ACS sends a half apologetic mea culpa email to all members, apologising for its shortcomings in announcing and executing the Special General Meeting. It is all cast in the passive voice, so as not to apportion blame to anybody.

“It is clear there were a number of shortcomings identified in our processes, and for that we sincerely apologise. Where did we go wrong? At a high level:

  • The notice of proposed alteration to the Rules and Objects was not correctly constructed.
  • The notice of proposed alteration to the Rules and Objects was not correctly distributed.
  • Some proxies were not correctly treated, and this was material to the outcome.
  • The General Meeting was not run correctly.”
30 January 2020

The first in a series of roadshows held by CEO Andrew Johnson is held in Brisbane to promote the commercialisation strategy ends in in disarray as Martin Lack circulates numbers disputing official ACS membership statistics

20 February 2020

The court-case stalls, with the court unable to achieve any further progress in the matter, because the Management Committee refuses to cooperate.

4 March 2020

Roger Clarke ruled ineligible to stand for President and Ashley Goldsworthy ruled ineligible to stand for Vice President on a ruling from the Management Committee over technicalities.

11 March 2020

Court case over as Management Committee stonewalling continues. Roger Clarke awarded $127,000 in costs. ACS’s legal fees estimated at more than $400,000.

12 March 2020

Elections are held for President. Ian Oppermann elected unopposed on a platform of transparency and reconciliation.

15 April 2020

Roger Clarke’s attempt to stand for Vice President is denied because he is refused endorsement by the relevant subsidiary Board.

May-June 2020

Continued impasse as Ian Opperman attempts reconciliation. Oppermann commissions consultancy Voice Project to conduct a survey of ACS staff on workplace safety and morale issues.

1 July 2020

Former CEO and President Ashley Goldsworthy publicly accuses Ian Oppermann of a “lack of leadership and courage” for his inability to reform the ACS.

8 July 2020

CEO Andrew Johnson resigns, under mysterious circumstances, giving three months’ notice. He immediately leaves the organisation and goes on leave. More heads should roll, say Clarke and Goldsworthy.

July-August 2020

The staff survey reveals a culture of systemic bullying and intimidation within the organisation. The Management committee responds with training in ‘resilience’, addressing the symptoms rather than the causes.

24 August 2020

Journalist Graeme Philipson publishes a widely read open letter to the Management Committee summarising the many criticisms of the Rescue Your ACS committee and other members.

10 September 2020

ACS’s lawyers Clayton Utz sends a threatening legal letter to iTWire, where Philipson’s articles have been published, demanding they take down everything is written on ACS, apologise for them, and publish no more.

11 September 2020

To spare iTWire embarrassment and possible legal action, Philipson takes down all his articles and republishes them on his own website, accusing the ACS Management Committee of Stalinist attempts to suppress information and airbrush him out of history.

12 September 2020

ACS continues its campaign of press intimidation by sending another threatening legal letter to James Riley at online magazine InnovationAus, even though he had written nothing about ACS in the previous three months. Riley ignores letter, which spurs him to publish more articles about the ACS.

25 September 2020

ACS staff go public on accusations of bullying within the organisation and on their concerns about the Management Committee’s poor corporate governance. It becomes publicly known that staff turnover exceeds 30% per annum.

2 October 2020

President Ian Oppermann issues an extraordinary memo signalling that he will move a motion of no confidence in the management committee at the Congress meeting to be held on 9 October. He also moves motions to publish Management Committee minutes, set up a register of pecuniary interests, and have a deeper audit of the accounts conducted.

9 October 2020

All four motions are passed at an acrimonious Congress meeting.

What a sorry tale! To be continued …

Dramatis personae

The ‘Clique’ and the Management Committee

Andrew Johnson

CEO of the ACS until 8 October 2020. Architect of the ACS’s commercialisation strategy and a leader of the clique within the Management Committee. Impervious to criticism or consideration of alternative viewpoints. Resigned with three months’ notice for unexplained reasons on 8 July 2020, and left the ACS one day before Congress’s vote of no confidence in the Management Committee. Was plotting a return, but the vote of no-confidence makes this very difficult. No longer a player, but his shadow looms large.

Yohan Ramasundara

President in 2018-2019 and now Immediate Past President, which automatically gives him a position on the Management Committee. Along with Johnson, one of the architects of the abortive attempt to change the ACS’s constitution in an improperly held Special General Meeting in October 2019. He was singled out for special criticism in the judge’s ruling against the ACS, but never acknowledged any responsibility for the debacle. Has ignored continued calls for his resignation.

Nick Tate

FACS from Queensland and Vice President, Membership Boards. Strong supporter of Johnson and Ramasundara who distinguished himself by publicly declaring critic Martin Lack a liar at the ACS Queensland meeting in January. Formerly regarded as a possible replacement for Johnson as CEO, but now sadly diminished in reputation.

The balance of the clique: Craig Horne and Maria Markman

These two Victorian Management Committee members have been widely identified as comprising the remainder of the clique.

The balance of the Management Committee

The other members of the Management Committee sometimes voted with the clique and sometimes against, but were rarely cohesive enough to mount a proper challenge to them. They did vote for the four motions at the 9 October meeting.

The Critics

Roger Clarke

The real hero of the day, along with Ian Oppermann. The first person to draw attention to the adverse effects of the ACS’s commercialisation, in mid 2019. Took the ACS to court after the clique’s attempt to stack the vote in the October 2019 attempt to change the Constitution. He went out on a long financial and legal limb and started a GoFundMe page to finance the legal action. He won handsomely and was awarded costs. He built the Rescue Your ACS group of disaffected members attempting to reform the organisation. Nominated for President but prevented from standing because of a technicality. Has worked tirelessly and soberly to develop and enact the strategy which has brought things to a head.

Ashley Goldsworthy

Founding member of the ACS and the only person to be both President and CEO of the Society. Respected and outspoken octogenarian whose trenchant and vocal criticism of the clique and its arrogance and poor governance provided foil to Roger Clarke’s much more measured critiques.

Karl Reed

FACS from Victoria, where he is widely known. Former Branch President and retired academic. Known as a stirrer. Long winded and sincere. Long time supporter of the ACS as a member-based body and trenchant critic of the clique. Initiated his own group of mostly Victorian members to rail against the organisation’s move to commercialism and its poor corporate governance.

Martin Lack

FACS in Queensland, where he is widely known. A gadfly and tireless worker whose detailed tabulation of membership numbers by grade across all branches over the last decade provided the only accurate picture available, and which showed clearly the decline in professional membership that the clique was trying to hide. His numbers were widely reported by Graeme Philipson and used by Roger Clarke in much of his membership analysis.

Steve Jenkin

ACS member in the ACT who conducted detailed financial analysis of ACS accounts going back 15 years. He also trawled ACS documents over many years to expose the organisation’s movement away from its former role as a member based organisation. His work was widely reported by Graeme Philipson and used by Roger Clarke in some of his analysis.

Many more Rescue Your ACS steering committee members

Part of the Rescue Your ACS group’s strength was the depth of experience on ACS Management Committee, Congress, and National and Branch Committees, and the scope of expertise, available within it. It comprises a very high proportion of the Fellows that the ACS (FACS), the most senior level of membership.

The Observers

Graeme Philipson

Freelance journalist and industry historian whose honest and detailed reporting on the matter drew the ire of the clique, which set ACS lawyers onto his publisher iTWire. He withdrew his articles from that publication, republished them on his own website, and started this independent and irregular ‘ACS Observer’ newsletter. He was author of the widely distributed Open Letter to the Management Committee in August 2020 which greatly expanded the debate and drew many more people’s attention to the issues.

James Riley

Founder and editor of online publication InnovationAus, one of the few publications apart from iTWire to report on the matter. Fearless and respected journalist who was also threatened with legal action by the clique, through ACS’s lawyers, even after he had not reported on the matter for months. He ignored the threats and continued publishing.

The Peacemakers

Ian Oppermann

Along with Roger Clarke, the saviour of the ACS. Reformist ACS President elected in March 2020 promising to bring openness to the organisation’s governance and to reconcile the views of the clique and the critics. Became increasingly frustrated with the clique’s stonewalling and outright obstructionism that he ended up in open warfare with them. Brought the motion of no-confidence in the Management Committee which was passed by Congress on 9 October 2020, just two days short of twelve months after the irregular vote which was the real starting point of the whole debacle. Tireless work in an unpaid position, very difficult with his day job as NSW Chief Data Scientist

ACS Congress

Ultimately, the group which saved the day. The great majority of the representatives of the state and territory branches who were constantly bullied by the clique but who eventually had enough and who voted with Oppermann for change.

… and a cast of thousands of concerned members, past members and senior industry figures who just wanted things fixed.

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