This could ultimately lead to a situation where the independent governing body was no longer independent, Connell said in his resignation letter, sent to auDA char Chris Leptos on Tuesday.
Connell, a demand class director since 2016, said his own personal membership and directorship in auDA had been challenged at a board meeting on 16 July under section 9.4 of the constitution.
"Although I accepted this at the time and immediately took the necessary steps required to rectify this situation it seemed to me hypocritical that I was in breach given that the 955 new members were effectively approved under the same constitution provision," he said.
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auDA issued a brief statement in which it claimed that Connell "said he did not support the Board’s majority position of admitting new members in line with the auDA Constitution and the requirements of the Federal Government review".
Connell's letter, however, gives a much more nuanced view of things.
The organisation has just come through a bruising period, which began in April when some members, led by Jim Stewart, the chief executive of StewArt Media, called for a motion of no-confidence in auDA chief executive Cameron Boardman and the sacking of Leptos and two other independent directors, Suzanne Ewart and Sandra Hook.
The motions failed to get up at a special general meeting on 27 July, because of the voting system whereby each motion has to get a majority from the two different classes of members. auDA defines demand class membership as meant "for domain name holders (registrants), Internet users and the general public", while supply class membership is for "domain name industry participants (registry operators, registrars and resellers)".
Connell said he had the following concerns:
- "As a company director it is my obligation to follow the Corporations Act. auDA's recent decision at the SGM not to follow S203D with regards to the removal of directors by members appears inconsistent with the Act; and inconsistent with what was accepted in regards to the 2017 SGM. Regardless of the SGM outcome, the picking and choosing of ignoring or complying with the Corporations Act is something I cannot be a party to.
- "I no longer trust that the information I received as a director is accurate or complete, thus I cannot discharge my director duties in good faith.
- "auDA can now potentially use its financial position to shut down dissent through legal action, thus allowing no checks and balances.
- "It is possible that the registry and registrars could now effectively control auDA through their majority vote, regardless of whatever new membership is chosen by the board.
- "auDA could well be accused of trying to influence registrar votes through distribution of a $12 million promotional fund. The SGM Supply class vote is possible evidence of this.
- "Any future registry tender could be considered tainted by points 4 and 5.
- "With this voting power from industry, direct registration, or any resolution the board decides, could be passed through a board meeting or AGM uncontested because of the vested interests voting numbers they control."
Connell said that even if what auDA referred to as "a small group of agitators" was removed, there would still be domain owners who were afraid to speak out and domain name owner who were simply not informed.
"Taking the shortcut to increase membership overnight by 955 new members is not the way to run an Australian community membership organisation, in my opinion. It appears to me to be a decision to ensure the passing of whatever changes to the Constitution the current Supply class require."
He said all these issues should be resolved before an AGM could be held as having what he considered to be ineligible members voting to change the Constitution would be a farce.
And, Connell said, as he appeared to be the only board member who saw these issues as important, he had no option but to quit.
