Professional Governance Consultant Considers AAI Issues

Dr Meredith Doig (BA, Dip Ed, M Ed Studies, Grad Dip Management, PhD) is a professional company director and governance consultant. Her consulting work has focused on governance and organisation effectiveness. She is a Fellow of the Australian Institute of Company Directors and for five years taught their flagship Company Directors Course. She was for ten years a moderator with the Cranlana Programme on Ethics and the Good Society. Given the very serious governance transgressions that Atheist Alliance International (AAI) has recently admitted to, it certainly seems noteworthy that someone who is able to advertise such stellar relevant experience is willing to express a view on these issues.

In order to be fair to Dr Doig, it is important to report the caveat that she applied before arriving at her conclusions about corporate governance at AAI:

“I have 5 other organisations that require my attention and to spend time going through the minute detail of your criticisms is not worth the return on effort.”

Quote from Dr Meredith Doig

This quote is taken from a recent email that I received from Dr Doig. In the interests of full transparency, that entire email exchange is available at the bottom of this page. In the first instance, perhaps it is an indication of Dr Doig’s extensive experience that she can determine the worth of criticisms without reading them.

Keeping in mind that Dr Doig has not considered the detail of the criticisms that have been made with respect to the recently published AAI ‘Disclosure Document’, it would only be fair to reflect on her response to what AAI has already accepted. To me, it seems relevant that AAI has demonstrably and repeatedly lied in this document, but for the purposes of Dr Doig’s considerations around the relevant governance issues, it is reasonable to look at only those issues that AAI now admits to have occurred. Those issues, with verbatim quotes from AAI’s own ‘Disclosure Document’, can be summarised as:

  1. The AAI Board failed to make themselves accountable to members from 2017 onwards, contrary to the Bylaws. AAI now admits that, “No AGM was held in 2017. This was an infringement of the Bylaws.”
  2. A large number of affiliate member groups were unlawfully excluded from the 2018 AGM, at which the Board introduced radically anti-democratic new Bylaws. AAI now admits that, “… they should have been invited to the AGM. So this was an infringement of the Bylaws.”
  3. The new anti-democratic Bylaws transferred control of the alliance from the affiliate members to the Directors on the AAI Board. AAI now admits that, “The 2018 Bylaws took substantial powers from Members and transferred them to the Board. Members lost the powers to elect Directors and change the Bylaws, and Annual General Meetings were abolished.”
  4. When making these anti-democratic changes in order to transfer control of the alliance to themselves, the AAI Board did not adhere to the requirements in the Bylaws around providing advance notification to affiliate member groups. AAI now admits that, “Members were notified of the AGM late, and the final agenda may not have been sent. These were infringements of the Bylaws.”
  5. In addition to unlawfully excluding many member groups that were entitled to vote, the AAI Board also awarded votes to several groups that were not entitled to vote. The difference between the valid electorate and the illegitimate electorate that the AAI Board created, was more than enough to change the result of the vote so that the radically anti-democratic new Bylaws would not have been adopted. AAI now admits that, “… members that voted at the 2018 AGM were associate members so their votes should not have been counted.”
  6. Following the 2018 AGM there was only 1 Director who had been elected, while the Bylaws required that a Board must comprise of at least 4 Directors. As such, there was no Board from 2018 onwards that had any mandate or authority to do anything at all on behalf of AAI. The people who were claiming to be AAI Directors after that date, had not in fact been elected by anyone, and represented nobody but themselves. AAI now admits that, “… any Directors who were co-opted between 2016 and 2018 should have either resigned or have been offered for election at the next AGM. 6 directors fell into this category. Failure to offer these 6 directors for election at the 2018 AGM would have been an infringement of the 2013 Bylaws.”
  7. The AAI Board sought to justify their anti-democratic behaviour by falsely stating that they were on the verge of bankruptcy. During the same period when they were claiming to be almost bankrupt, they awarded no-tender contracts to their children and paid themselves thousands of dollars for editing the Secular World magazine (even though the existing editor was offering to do the work for free). During this entire period, the AAI Board failed to keep financial records. AAI now admits that, “AAI has been criticized for removing from the Bylaws the need to present financial reports at AGMs. This indeed happened … Also, our investigation found that full accounts for the financial years 2017 – 2019 were not compiled at the end of each year … It is unacceptable that accounts were not compiled in full at the end of each year and that supporting paperwork was not retained for every transaction during this period.”

That is quite a litany of admissions. It is true that these governance transgressions began some years ago, but they have also continued to the present day. For example, anyone wishing to become the Secretary of AAI at their most recent election would have had to run against the incumbent, who was also the person counting the votes and announcing the results of his own election. AAI now admits that, “Fotis Frangopoulos was the Secretary, and acted as the Returning Officer, despite being up for election”.

Moreover, while AAI now accepts all of this wrongdoing, they have spent many years falsely denying it and attacking everyone who suggested that they had questions to answer. These false denials remain on their web site today. For example, while the AAI ‘Disclosure Document’ admits that not a single affiliate member group was invited to the most consequential vote according to the timetable described in the Bylaws, this AAI web page continues to insist that:

“The AAI Vice-President [Bill Flavell] checked the records … and all were invited in accordance with the timetable established in the Bylaws.”

Quote from AAI web page

Both the statement above and the AAI ‘Disclosure Document’ represent investigations into wrongdoing that have been conducted by the wrongdoers. As such, it is difficult to know which (if any) of their directly contradictory versions of events to believe. In this context, it is incredibly useful to have such a credentialed expert in governance issues, to recommend the specific consequences that should follow from the recent AAI admissions. In terms of the sanctions that should be applied to those responsible, and the remedies that should be offered to those harmed, Dr Meredith Doig has stated:

“All organisations make mistakes. If AAI has made mistakes in the past, it seems to me they have acknowledged those mistakes and sought to build a more robust future.”

Quote from Dr Meredith Doig

Dr Doig does not elaborate on what building “a more robust future” might entail, or what steps in that direction she believes that AAI has taken. Given that by AAI’s own admission their governance issues have extended to the present day, it is also difficult to imagine why Dr Doig believes these issues are all “in the past”.

From my own experience of governance issues, there seems to be some clear consequences that should follow from the admission that the AAI Board was not legitimately elected according to the valid Bylaws. The next step should be that a new AAI Board should be elected by the valid affiliate member groups, and any of the current Directors who wish to continue in those roles should submit themselves to such a legitimate democratic process. That would include Stella Thomas, who is among those who currently claim to be the Directors of AAI. As such, Ms Thomas is one of the people who recently published the litany of admissions in the AAI ‘Disclosure Document’, described above. Ms Thomas also happens to be a colleague of Dr Doig on the Rationalist Society of Australia Committee of Management.

In fairness, it must be difficult for Dr Doig to consider the consequences that best practice governance would suggest should follow the recent AAI admissions, when those consequences would apply to her colleague. It is probably much easier to simply observe that all the wrongdoing happened “in the past”, and focus instead on building “a more robust future”, whatever that means.

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