Dear Club President & Members,
Special General Meeting – A Note on What Is at Stake
Why I am writing
I am writing to you in my capacity as Chair of the forthcoming Special General Meeting. That role carries a specific obligation: to ensure the meeting is conducted fairly, that the issues before it are clearly presented and properly interrogated, and that the outcome – whatever it is – reflects a genuinely informed decision by the clubs.
This letter is not an argument for how you should vote. It is an argument that your vote should be a conscious one, made with a full understanding of what you are actually deciding and what follows from it. In my experience, the most damaging governance outcomes are not produced by bad intent – they are produced by good people making consequential decisions without the full picture.
I am also writing because several things clubs need to know have not been put in front of them through the campaign that has brought us to this point. I intend to set them out plainly.
My position
A brief note on my credentials, since they are relevant to the weight you give what follows. I served as National Chairman of the Australian Institute of Company Directors. I have chaired the West Coast Eagles and served as Commissioner for the Thundersticks in the Australian National Hockey Championships. I have held board and committee roles across business, sport, and the arts over more than two decades, and I have advised and guided organisations through governance transitions, including contested ones.
I am a Director of AusCycling. I am not standing for re-election at the AGM. I have no career interest in the outcome of this meeting. What I do have is a responsibility, as Chair of the SGM, to ensure it is conducted to the highest standard – and a concern, which I will explain, that the conditions for that are not yet in place.
What this meeting can and cannot decide
This is the single most important piece of information for clubs to have before they vote, and it does not appear to have been communicated clearly by those who called the meeting.
Members of AusCycling do not have the power to remove the CEO. That power rests with the Board, under the AusCycling Constitution and the Corporations Act. A resolution purporting to direct the Board to remove the CEO is not legally valid and cannot be affected by a vote of members, regardless of the outcome. The resolution before the meeting relates to the removal of the Chairman. That is a matter within the power of members – but it is a serious one, with high standards attached to it. I will come to those standards shortly.
I raise this because a number of clubs appear to have supported a motion for CEO removal in good faith, not knowing it was beyond the legal competence of the meeting. Clubs are entitled to accurate information about what they are being asked to decide.
The Australian Sports Commission's position
AusCycling is a National Sporting Organisation. That status is granted by the Australian Sports Commission, and the substantial public funding that flows from it – including the entire High Performance programme and the pathway to Brisbane 2032 – is tied to it. NSO status is held at the ASC's discretion. It is not unconditional.
The ASC has published guidance on Special General Meetings. Its position is unambiguous: an SGM is an extreme measure, to be used only as a last resort after all other consultation and dispute resolution mechanisms have been genuinely exhausted. It regards the removal of a director at an SGM as a governance risk event, with the potential to cause governance instability, damage stakeholder confidence, and place the proper management of taxpayer funding at risk.
The ASC has set out specific standards it expects to be met when an SGM is called. These are not aspirational guidelines. They are the conditions against which the ASC will assess whether the process has been conducted with the probity it requires. Those conditions include:
- The members calling the SGM provide a public explanatory statement outlining the specific reasons for the meeting, the evidence in support, and a declaration of any conflicts of interest.
- The Board provides all voting members with a formal response to that statement.
- All documentation is provided to voting members at least one week prior to the meeting.
- Materials are distributed through appropriate formal channels only, ensuring all voting members have access to the same information.
- All voting members are afforded the opportunity to cast an informed vote, based on evidence.
I am asking the proposers, urgently, to meet these conditions before the meeting proceeds. If they have not yet done so.
In particular, I am aware that information has been provided by the movers to some clubs but not others, and that the movers have declined to make that information available through formal channels accessible to all. That is directly contrary to the ASC's requirements, and it means that clubs are not currently in a position to cast an equally informed vote. This needs to be remedied.
The Chairperson's right to respond
The Chairperson has produced a statement, and I acknowledge that. However, that statement was prepared without the benefit of seeing the full case the proposers are making against him. That is not a fair basis on which to put a resolution to members.
Fairness, and the ASC's own guidance, requires that the Chairperson be given the opportunity to respond to the specific claims being made, once those claims have been set out in full. Until the proposers produce a complete evidential statement of their case, the Chairperson cannot respond to it properly, and clubs cannot assess it properly. I am pressing the proposers to provide that statement without further delay so that this essential step can occur before the meeting date.
A note on proxies
I am aware that some clubs have received pre-completed proxy forms. I want to be direct about this: a pre-completed proxy is a proxy completed by someone other than the member it purports to represent. It substitutes another person's judgment for yours before you have had the opportunity to form your own.
My strong preference – and my advice as Chair of this meeting – is that clubs discuss the matters before the SGM with their committees, form their own view, and either attend the meeting in person or complete their own proxy after that discussion. I note with concern that at least one of the clubs most active in promoting the motion has indicated it will submit a proxy rather than attend. Members attending in person is always preferable: it allows for genuine deliberation, and it ensures your club's voice is present in the room when the vote is taken.
If clubs do use a proxy, please ensure it reflects a decision your committee has consciously made, on the basis of information you have sought and evaluated – not information that has been curated and delivered to you pre-packaged.
The process that should have come first
AusCycling has extensive consultation and feedback mechanisms available to clubs, along with formal dispute resolution processes. These exist precisely for situations where clubs have grievances and want them heard. The ASC's guidance makes clear that an SGM should be called only after these avenues have been genuinely pursued and found inadequate. That threshold has not been demonstrated here.
The AGM is less than a month away. The Chairperson is standing for re-election at that meeting. If clubs believe the Chairperson's performance warrants removal, the AGM provides a direct, legitimate, and less costly mechanism for that outcome. The hard cost of this SGM is approximately $60,000 – funds that cannot be spent on cycling. The full cost from a resourcing perspective and time lost on key priorities will be substantially more. Clubs are entitled to ask why that expenditure was necessary now rather than in four weeks through the normal process.
AusCycling's record and what is at stake
The ASC scores AusCycling highly on governance. AusCycling has circulated a summary of its accomplishments over six years, and I commend that to clubs. I will not rehearse it here, because my purpose is not to advocate for the organisation – it is to ensure the meeting is conducted properly. But I do note that maintaining the governance standard the ASC has recognised is itself an outcome worth protecting, and this process has the potential to place it at risk.
If this SGM proceeds without the proposers having met the ASC's conditions – without a full evidential statement, without equal information to all clubs, without the Chairman having had the opportunity to respond to the specific case against him – then the integrity of any outcome will be questionable. The ASC will scrutinise what occurs. So will others with an interest in cycling's future.
The clubs and athletes who depend most on a functioning, well-regarded national body have the most to lose from a process that falls short of the standard required. The High Performance programme, the development pathways, the relationships with international bodies – all of these depend on AusCycling maintaining its standing.
I note that the MTB and BMX clubs have not had the same prominence in this discussion and that the resolution appears to be primarily supported by clubs associated with road and track. As the outcomes affect all of the cycling community, I encourage all clubs to be involved.
What I am asking of you
I am asking you to discharge your responsibility as a member consciously. Ask whether you have been given the information you need to vote in the interests of cycling. Ask whether the process has met the standards the ASC expects. Ask whether the case for removing the Chairperson has been put to you in a form that allows it to be properly assessed.
Ensure your club is represented at the meeting, in person wherever possible, or by a proxy your committee has completed after genuine deliberation. Absence is not a neutral act. A vote not cast is a decision by default, and given what is at stake, it is not a decision clubs should make inadvertently.
If you have questions about the process or the matters before the meeting, I encourage you to contact AusCycling through formal channels. The Board has committed to answering legitimate governance questions. That commitment stands. Contact [email protected].
A closing observation
Clubs are the foundation of this sport. Your voices matter, your interests deserve to be heard and acted on, and your right to hold the national body to account is not in question. I have always believed that.
But the right to be heard is not the same as the right to cause damage. And a process that removes a Chairperson without meeting proper standards of evidence and procedure does not strengthen the clubs' position in the governance of their sport – it weakens everyone's position, by demonstrating that the organisation can be destabilised through a campaign that has not been required to make out its case.
I hope this letter is useful. I have written it because clubs deserve a clear account of what they are deciding, and because the meeting I am chairing should produce an outcome the sport can stand behind – whichever way the vote goes.
Yours sincerely,
Michael Smith AO