20161220 - WIA Director resignation letter - VK6AS - full text
Post date: Dec 19, 2016 10:50:50 PM
Former WIA Director Andrew Smith (VK6AS) resigned on Sunday whilst on a family holiday from which he returned prematurely. Today he released his formal resignation letter which outlines in detail the on-going acrimony within the WIA Board.
13 Vigors Avenue
19th December, 2016
Mr. Phil Wait,
Wireless Institute of Australia,
C/- Wireless Institute of Australia
PO Box 2042,
Bayswater, VIC 3153
Dear Mr Wait,
Resignation from the Board of the Wireless Institute of Australia
It gives me no pleasure to resign from my elected position as Director on the Board of the Institute.
Problems started during the election when you as a rival candidate threatened to have me removed from the election. Apparently, a written complaint was received, but this has never seen the light of day. I was not only accused by you of electoral malpractice but then later you tried me in a "kangaroo court" at a Board meeting. Your actions were unlawful.
As soon as I was elected I attempted to start the process of change that is so desperately required within the WIA but was stymied at every step. For example, this included refusal to put material recorded by me to air on the weekly national news, despite other directors being able to say what they wanted.
My co-director Mr Simmonds VK5PAS had already attempted to get the Board to recognise its inadequacies and lack of understanding of the duties and roles of Board Directors. I joined in this call and attempts to provide education were resisted. When finally, undertaken, you and four members of the Board continue to act in the same manner as previously, showing complete disdain and disregard for the education you have received.
It became clear that the Board had no formal governance and very limited procedures and practice documentation and that the Committee structure was broken. The Board was very reluctant to fix this. Spurious delays awaiting documentation to be provided by Mr Harrison were deliberate attempts to maintain the status quo and conceal the true nature of the state of the WIA from the membership. A "Bullying in the Workplace Policy and Procedure" document had to be rapidly produced as there were concerns that there was a bullying situation at the Institute office.
I also became aware that, in my opinion, two Directors had failed to declare material conflicts of Interest. Mr Swainston, whilst a Director, was employed to manage the Institute's office. He exceeded his term of employment without the approval of the Board. His rate of remuneration was 48 per cent higher that that approved and it has been alleged that he was completely incompetent in his duties. The treasurers have recently pointed out that Mr Swainston was clearly an employee and not a consultant. This has led to problems in relation to both GST and Superannuation. During and after his time of appointment the financial management of the WIA descended into chaos. In addition, Mr Broomhead persuaded the Board to allow him to garage a vehicle in the WIA factory at close to what was a peppercorn rent, when compared to commercial rent for such garaging. Both directors continue to maintain that they have done nothing wrong. They have.
Board meetings were a nightmare under your chairmanship most particularly by allowing Mr Harrison to misbehave without any attempt to reprimand him. Mr Harrison's poor behaviour started with issues related to the AGM on Norfolk Island. He was requested to make an apology but this was disingenuous. You failed to demand that he make a proper apology. In addition, you used him to provide opinions on conduct of meetings that in retrospect have been shown to be unlawful. Mr Harrison has no qualification in law, yet his opinion was taken to be correct despite a difference of opinion. Eventually, after professional legal advice, it was confirmed that you had acted unlawfully. The resolutions that were passed have still not been corrected and so are illegal.
In August 2016, you provided to the Board a profit and loss statement and some bank statements and as a diligent director I studied them and raised my concerns that there was a large deficit for the 2016 year to date. My report did not even get a response, a common pattern for many of my emails. You agreed, under a voted upon resolution, to publish a report of the financial situation to the membership, but then as an individual you reneged on this. The resolution still stands, but you consider that your position as President gives you the authority to act as a dictator. You invited Mr Young, not a member of the Board or a treasurer, to construct a Budget. This he did nine months into the financial year. It was never discussed and it was, to say the least, fanciful and complete fiction in comparison to the facts. Mr Young also produced a future planning document that was ignored. The same pattern is repeated, if the bloc of four wasn't interested in an issue then nothing happened. Meanwhile discussions on STEM and WIA publications, issues that should have been performed at a committee level, continued unabated at the Board and acted as a smokescreen for what was happening. This was and is deceptive behaviour.
I had no option but to attempt to gain publicity over the WIA's appalling financial state. You decided to use AR magazine to deny the facts and provided deliberate misinformation to the membership. You knew that data entry to MYOB had not been taking place, but did not inform your Board or the members until very late in the day. This was a breach of the Corporations Act that put not only you, but all the members of your Board, at risk of both civil and criminal charges and potentially unlimited financial damages. During this time, you continued to refuse a request for an audit and review of the WIA. This was reckless behaviour.
You and members of the Board continued to concoct rules and hurdles for Directors Smith and Simmonds that did not apply to others on the Board. For example, it was insisted that we obtain three quotes for items, whereas the other Board members took decisions without such due process. In terms of publications there seems to be an antiquated process undertaken. In my time on the Board "printing on demand" has not been considered. Allegations have been put to me that there may be an inappropriate relationship between Board members and those involved in production and printing of WIA publications. Meanwhile Mr Swainston gouges the Institute centrally and the members of the Institute, individally with the pricing of his material compared to other sources. Attempts to get this type of behaviour to change have been ignored.
Eventually after a groundswell of opinion, forced the issue, it was agreed to appoint a treasurer. Even then the Board was reluctant to ask for expressions of interest and wished to just appoint a crony, as has been the process in the past both at the Board and Committee level. Fortunately, that was resisted and after due process a treasurer and assistant treasurer were appointed. They started to unravel the situation. From their reports, it became clear that Mr Swainston had been incompetent and had placed the WIA at risk of prosecution for fiduciary non-compliance and that Mr Harrison's behaviour made the Board dysfunctional. The treasurers' report was voted on and became a resolution by the vote of a majority of the Board. This resolution was not acted upon, despite demands to do so.
There are very significant problems with the relationship between Trainsafe/Silverdale and the WIA. There is a clear breach of the Deed between the ACMA and the WIA in terms of the "Registration" status of Trainsafe, directed by Mr Swainston a WIA Board Director. It has been alleged that the WIA has misled the ACMA and there is no written variation of the deed recording the loss of the registered status as is required under the deed, a legal contract. It is entirely possible that the basis for Trainsafe maintaining the standards for assessment and authorising the WIA to issue certificates of proficiency has been flawed for several years. What has been the Board's action over this? Sweep it under the carpet and have secret discussions with officials at the ACMA who are complicit in this alleged breach of the law and are attempting to conceal the facts. There is a definite sniff of a "cover up" here.
Director Harrison made an official WIA presentation at the St George Club using WIA Powerpoint templates. It is most likely that he defamed a member and his material was certainly very offensive to two Directors. You were present at that meeting and took no action. He has never retracted or apologised for his behaviour. Indeed, both Mr Harrison and Mr Swainston have started legal proceedings. The letters have got into the public domain and have shown that these two directors will stop at nothing to prevent open discussion. The "Streisand" effect has got into full swing with ridicule being poured onto the Board.
A decision was made to appoint Mr Platt to be a mediator for the Board. I had my concerns about the impartiality of Mr Platt as he was a previous member of the Board and significantly responsible for the decision to appoint Mr Swainston to be the employed office manager. I was also concerned that there was a pre-existing conclusion that the outcome of the mediation would be the resignation of all Board members. I expressed the opinion that why should Mr Simmonds and I who had exposed the disgraceful situation at the WIA be punished for doing so along with the incompetent other directors? I took part in the mediation in good faith, others did not with snorting and sniggering clearly audible from one Director's microphone. Again, he was not brought to task and Mr Simmonds and I were described as "stumbling blocks" by the independent mediator. The process was not derailed by us, but by you and your four self-interested other Directors.
Mr Swainston attempted a compromise to break the impasse, yet again the arrogance of the bloc of four prevented an outcome to be achieved. The treasurers had warned that any attempt to interfere with a meeting called by the members would result in their withdrawal of labour. Enter Mr Linton. He was confirmed as secretary under doubtful circumstances, replacing the Executive Administrator who was to be appointed. I believe that this appointment was not straightforward and has never properly been explained. Since May Mr Linton has overstepped the mark of being a secretary and has made decisions without consultation with the Board. He has in fact acted as a Board director. On receiving a legal opinion, without discussion he decided to attempt to stop the members' meeting taking place. This was deliberate bastardry and resulted in the treasurers first ceasing work and then subsequently resigning.
It has become clear that my position on the Board is now untenable. I have no ability to continue to sort out the affairs of the institute. Emails do not get responded to and my views are ignored. It is time to make a public declaration that the WIA Board is incompetent. It is a self-serving group of individuals who believe that it is they and not the membership that own the WIA. They are acting illegally and are putting the institute, my Institute, at risk. I am reporting my concerns to the Minister for Communications and to ASIC. If charged of any offences by either the ACMA or ASIC on the issues raised by me in this letter I would have no alternative to plead guilty and ask for mitigation in that I attempted to be a whistle-blower and bring the information into the public domain.
My final comment is on the toxic culture of this Board such that three Board Directors have allegedly participated in and condoned smear attacks and offensive actions, such as delivering envelopes containing a white feather with an obscene message, to Directors and ex officers of the WIA. I have previously informed you of this and you have fobbed me off, taking no effective action. Such offensive behaviour is illegal, yet you show no interest in what has gone on, indeed my information, admittedly only hearsay now, is that you have been a participant in the smear attacks against me. So just as you started out attempting to get me removed from the Board election, so you continue to pursue me. When I obtain the evidence relating to these matters, Police will be informed and I shall be seeking a prosecution against all those involved.
I was proud to be a Director and would offer my services again but only if the remaining Board members, including you as president, resign and declare that you and they will never stand for office again at the Institute.
Dr Andrew Smith
BDS MDSc FDSRCS FDSRCPS FRACDS(OMS) FICD VK6AS
Oral and Maxillofacial Surgeon