30 August 2012

Move to Censure Board Director Tom Raue

When elected to the USU Board, Directors formally agree to abide by a code of conduct, which along with the Constitution, has ensured the good governance of our Union since 1874.

Due to recent actions taken by USU Board Director Tom Raue, there is a Censure Motion on notice for resolution by the USU Board. This will take place on Friday, 31 August 2012 between 11am-1pm during the August Board Meeting at the Holme Sutherland Room, Holme Building.

This is an open meeting for Access members only. Members will be given the opportunity to voice their concerns regarding the Motion during Open Question Time.

Outcomes of the Board Meeting and confirmation on the Censure Motion will be posted here directly after the meeting.

The following Q&A will provide you with more information on the Censure Motion prior to Friday’s meeting.

1. What is a ‘Censure Motion’?
A Censure Motion is a process where the USU Board issues a formal reprimand to the Director in question for their actions.

Section 3.1.3 in the USU Regulations states “Failure to adhere to the Constitution, Regulations and/or Duty Statements may be acknowledged by a motion, carried, censuring the Director in question.”

2. Why has this motion been put on notice?
It has been recommended that Board Director Tom Raue be censured by special resolution for breaching a number of clauses outlined in the USU’s Constitution, Regulations and Directors’ Duty Statements.

It has been noted that on several occasions between July and August 2012, Tom Raue has been seen to contravene his fiduciary duty to the Board of Directors by unofficially commenting on matters pertaining to the Board of Directors by way of Board resolutions and/or Board policy in Public Forums. The following breaches have been found in particular:

7.1.c. All Directors shall be charged with the duty of promoting the interests and furthering the development of the union

8.2.a.i. The President shall act as representative of the Union on the Board’s behalf and defend the decisions and policies of the Board

3.1.1. All Board Directors shall act in accordance with the Duty Statements for Board Directors

Duty Statements:
1.a. Directors shall comply with their roles and responsibilities as prescribed by the law and as outlined in the Institute of Company Directors Publication “Duties and Responsibilities of Company Directors” viz:
i) Fiduciary duty to the USU and its members

ii) Duty of care and diligence

1.c. Directors shall:
i) show respect and courtesy for other members of the Board, members of the USU and staff

ii) not allow personal preferences or differences to impede their work as Directors

1.f. Directors shall:
i) accurately and without distortion represent Board policy on any issue

3. Will Tom Raue be given a right of reply to the Censure Motion?
Yes. Tom Raue will have the opportunity to address the breaches outlined above at the August Board Meeting on Friday 31 August, 2012.

4. What can a Censure Motion lead to?
A Censure Motion, if passed, formally acknowledges that particular actions by individual Board
Director(s) are in breach of their Directors’ Duties to the USU Board and is recorded in their official USU record.
In the case of further failure by a Board Director to adhere to the Duty Statements, the Board may resort to the following clause in our Regulations:

a) By Special Resolution only, that the Director in question is guilty of misconduct and shall   cease to hold office. This shall apply in the case of a serious breach to the Constitution, Regulations and/or Duty Statements, such as a breach of fiduciary duty, abuse of corporate opportunity, disclosure of in camera [confidential] proceedings, or systemic failure to attend meetings.

5. How many Censure Motions are needed to pass for a Board Director to be removed from the USU Board?
The Constitution does not state a number of Censure Motions needed to remove a Board Director from the USU Board. This is a decision that the Board can make at any time through special resolution (a two-thirds majority ruling of those Directors present and voting). 

If Tom Raue is censured on Friday, this will not necessarily result in his removal from the Board. However, if future actions by Tom, or any Director, are found to be in breach of our Constitution and Regulations, it could result in such an action being taken.

More Information will be posted here on Friday confirming the outcomes of the meeting.


  1. Hey everyone. If you disagree with this motion and you would like to be a part of a wider community that is upset by the authoritarian vibe of the Union Board as it stands, please join our event at:


    and come along to the meeting.

    Xx Brigitte McFadden

  2. You must have so much time on your hands as a $20mn organisation to do this. Surely the Board has more important things to address; and the Chair can simply talk with the person concerned and address this out of a public forum?

    1. This is meant to be a private censure- not a big deal, just internal board matters- but I suppose because people made such a big deal about it- and possibly rightly so, I don't know- that is why it is more public. Board meetings could hardly be called a "public forum"

  3. nothing written above has anything to do with why he should be censured. one could interpret that a board director drunkenly embarrassing themselves could be seen as contravening fiduciary duties. in fact, as highlighted above, the only person required to be constructed by the board is the president. if I was tom I'd take legal action against the union for improperly defaming his reputation.

    1. constricted*

      also, why is Zac not being censured for talking out of turn about the queer space? I don't think he should be but it is consistent.

      this is just the cowardly management imposing their views on a democratically elected board.

    2. In the same vein, why was Mina not censured for inviting members of LifeChoice to a Board Meeting which was meant to ratify decisions made by the C&S Committee? This kind of behaviour sets a dangerous precendent which would allow proto-clubs to circumvent the authority of the Committee. Different circumstances, but it goes to the same notion of inconsistency.


  5. What happens if Tom Raue gets kicked off the Board?

  6. Thank you, as a semi-indifferent observer this makes things much clearer.