Dr Sharmila Chandran has conceded that the board formed after last month’s EGM was not validly appointed and will undertake not to hold herself out as president-elect while suspended by the ACNC.
Wednesday’s Supreme Court of NSW showdown between current and suspended members of the Royal Australasian College of Physicians wrapped up earlier than expected, with a judge warning he will not be able to “fix” the college.
The college was in court for two main reasons: to seek an injunction to stop its annual general meeting (AGM) going ahead this Friday and to establish once and for all the validity of the 22 April extraordinary general meeting (EGM).
Secondary to the EGM question was whether the three new board members inducted by then-president elect Dr Sharmila Chandran immediately following the 22 April EGM were valid.
Presiding over the matter was Justice Francois Kunc, who said he had purposefully avoiding reading up on the exact circumstances that landed the RACP in court but was of the opinion that it was a “problematic period” in the organisation’s history.
From the outset, Justice Kunc questioned the college’s request to postpone the AGM.
Since the RACP first applied to the court on 15 May, Dr Chandran has been suspended from her role as a director by the Australian Charities and Not-for-profits Commission.
That suspension will last until at least mid-September, at which point Dr Chandran would theoretically be able to take up her position at president of the RACP.
In her place, the ACNC has appointed Adjunct Professor Susan Pascoe as an acting responsible person and independent interim chair.
Yesterday, the ACNC made the additional appointment of lawyer Elizabeth Jameson as an independent director of the RACP.
According to Professor Pascoe, Ms Jameson’s appointment will support the college’s ongoing governance stabilisation and reform process.
During today’s hearing, RACP’s senior council Fiona Roughley said the college’s reason for seeking an injunction for the AGM was to get clarity around the legality of the April EGM.
She said that the new directors appointed following that meeting had already “sought to have real impact” and that it was still unclear as to who would be chairing the AGM this Friday.
Related
In a somewhat surprising turn of events, though, Dr Chandran’s lawyer Nicolas Kirby conceded that the appointment of new board members – and therefore all their subsequent actions – had been invalid.
The reason, he said, was that no proper notice of the board meeting had been given.
Following this concession, the court adjourned for roughly an hour.
When it resumed, it appeared both sides had come to an agreement.
Dr Chandran’s counsel advised that she would not seek to hold herself out as president elect while suspended, nor would she seek to chair the AGM.
A representative for outgoing president Professor Jennifer Martin also confirmed that she would not seek to chair the AGM.
“[The new board members] were not validly appointed directors of the plaintiff [RACP] as a result of the purported board meeting … and are not directors of the plaintiff [RACP],” Justice Kunc said.
He invited all parties seeking a cost order to apply within the next two weeks.
The AGM will be proceeding on Friday 29 May as planned.
