A letter to the Department of Fair Trading in NSW.
1 Fitzwilliam St
Parramatta, NSW, 2150
there has been a contravention of the Associations Incorporations Act by
Cynthia Kardell of
Whistleblowers Australia (WBA). Ms Kardell was the Secretary in the period
prior to the election at the most recent AGM, and as a consequence of the
election, is now the President. I am seeking an investigation into the election
process with the view of remedying what I and others believe to be a flawed
concerns involve the conduct of Ms Kardell, who is a practicing solicitor in
NSW. I believe she would have full knowledge of the special requirements that
her professional standing would place on her to conduct any election in a fair
and equitable fashion. I believe she dishonestly abrogated those
responsibilities for her own purposes.
is my contention and the view of many long standing members that Ms Kardell
used her position as Secretary to benefit herself and some supporters.
relevant sections of the Associations Incorporation Act 2009 (under which WBA.
has been incorporated), are sections 32 and 33. The reason behind her actions was a conflict
about an earlier policy issue (on seeking funding for WBA).
specific terms, my complaints of her dishonest actions are as follows:
Kardell used her exclusive access to membership records to seek out non- active
members and to induce them to stand for positions of office holders.
other members, including myself, sought access to the membership list, Ms
Kardell refused to grant that access. Ms Kardell insisted that any
communications with other members must be put through her.
this, Ms Kardell used her position to contact other members without advising
existing office holders of her activities. We have been informed of occasions
where Ms Kardell sought proxies from people who were not made aware of her
intentions to remove original office holders.
no time did Ms Kardell advise other office holders that she was using her
position to influence other members of her intentions. I (as President of the
NSW Branch) had been aware of the earlier conflict, and had specifically met
with Ms Kardell to suggest that the conflict be resolved at the AGM. Ms Kardell
told me that there was no conflict, and that the election would proceed as
usual. This was not the truth.
first item on the AGM agenda was the election of office holders. As soon as Ms
Kardell and her supporters took over the office holder positions she was in a
position to block any debate about the issue in contention.
This letter sets out details where Ms Kardell has breached
the Act. (Contact details for her and other participants are set out below).
The earlier conflict related to WBA strategy WBA was established to support whistleblowing
& to lobby for strengthened whistleblower legislation. As you may know,
Australia has the weakest whistleblower protection legislation of the major
anglophone countries. About three years ago, the then President and some
members were authorised by an AGM resolution to explore funding sources for
strengthening WBA’s efforts (primarily more research, creating an active website
and greater lobbying). They put in an application to be allowed to compete for
funding offered by an external agency (Siemans Ltd. 2009/10 funding round). Ms
Kardell, then Secretary, objected to external funding. She unilaterally wrote,
as Secretary, to Siemens saying that the WBA committee had not considered the
application. As a result WBA was not even granted permission to enter the
competitive round. Ms Kardell’s action caused much conflict within WBA. The
resulting wide-ranging email correspondence across many members was extremely
unpleasant. A number of members resigned.
The President, Mr Peter Bennett, and myself, however, stayed on.
AGM voting in the past has been confined to those who
attend. With only about 20 attendees, and about 9 proxies, the AGM vote (in Brisbane,
November 2010) was a forgone conclusion. Mr Bennett, after stating his objections,
resigned. I also objected, stating that nobody had any warning that Ms Kardell
was standing –and that based on her earlier statements to me (which I had
circulated), that members expected a normal vote. I also stated that funding
was a major issue, which would affect the directions of WBA, & should be
taken to all members – not decided unilaterally by Ms Kardell. The voting proceeded, however, with the
proxies being used to vote in many of the new faces and eliminate those who did
not support Ms Kardell (the NSW President is elected separately).
The use of proxies as you know is not permitted by the model rules promulgated
by Fair Trading NSW. I was also concerned that Ms Kardell subsequently refused
to allow me – or any other member - access to the membership list, or in my
case, the NSW membership list. Only she can contact members (and has done so,
to announce her Presidency among other matters).
I asked that the dispute be referred to a Community Justice Centre for
mediation in accordance with the Community Justice Centres Act, 1983, as
provided in the WBA constitution. Ms Kardell agreed. At that meeting (30 March) I asked for a Special General Meeting
(SGM) of Whistleblowers Australia under Section 27, Item 2, of the Constitution
(2) The committee
shall, on the requisition in writing of not less than 5 per cent of the total
number of members, convene a special general meeting of the association.
My purpose in that SGM was to attempt to reform the WBA
constitution – to make proxies illegal and to ensure that all members had the
opportunity to vote. I had, and still have, 13 members – well over the 5%, who
have requested an SGM in writing. Ms Kardell has refused to accept those
letters. Her reasons were that most were via email, and although signed, were
not in ink. I also asked that the SGM be without proxies, but Ms Kardell
refused that request also. When I said
that proxies made the SGM a charade Ms Kardell actually told me that I should
go out and get my own proxies.
These actions, from the earliest statements to me, and subsequently,
certainly lack transparency, but I also believe that they are dishonest and therefore
illegal, under sections 32 & 33 of the Associations Incorporation Act. I
would ask that the Department of Fair Trading act on this matter, requesting at
least that it require a Special General meeting be held, that conflicting
viewpoints have equal access to all members, and that no proxies be allowed.