[Linux-aus] Matter of the SGM - proposal to amend the constitution
Bret Busby
bret at busby.net
Wed Jan 14 12:52:03 UTC 2004
Hello.
I have received today, email confirmation of my being accepted as a
member of Linux Australia.
I am unable to attend the SGM, as I am unable to attend the Linux
Conference in Adelaide.
I refer to the following messages that I have appended below.
I request that this message be read in its entirety, with objectivity,
and, considered in its entirety. I believe that the following
information should be presented to the membership attending the SGM, if,
after reading this email message, the proposal to amend the
constitution, is still to be put to the meeting.
Otherwise, I suggest that the proposal to amend the constitution, at the
SGM, be abandoned, for the reasons contained in this message, and, that
the motion that I foreshadow below, instead be put to the AGM, if it
cannot be put to the SGM (I am not sure about the legality of putting a
foreshadowed motion to an SGM, in consideration of the constitution), so
as to allow the constitution to subsequently be properly and fairly
amended.
In all of the circumstances, I suggest that the proposed amendments to
the constitution, be remitted to the committee, for further
consideration and for clarification.
I foreshadow, for the SGM, the following motion (against the motion(s)
to change the constitution):
"that the constitution amendment proposals be remitted to the committee
for further consideration and for clarification, and that application be
made to the Director-General, under section 31(b) of the constitution,
to allow a referendum of members to be conducted via the Internet, to
amend the constitution so as to allow motions to be put to the
membership, to be debated using email via a mailing list, and the
motions decided using voting across the Internet.".
Reason: Inadequate and unclear notice of the intention of the SGM, was
given, in that it was not made clear exactly what was to be put to the
SGM, and, information was published about the proposed changes to the
constsitution, that was misleading, and showed that even at least one
committee member misunderstood the proposed changes to the constitution,
thus indicating that preparation of the proposal for the changes, was
inadequate, and, published information about the proposed amendments,
is inconsistent, with dicrepancies. Regarding the misleading
information, I do not allege that it was deliberate; nevertheless, that
does not make the information any the less misleading.
The details follow. The information and materials that I have cited, are
as they existed as at 10 January 2004 and any changes to them since
then, would not be sufficient notice as required as mentioned below.
The notice of the SGM is given below.
On Wed, 7 Jan 2004, Andrew Cowie wrote:
>
> Date: Wed, 07 Jan 2004 22:03:21 +1100
> From: Andrew Cowie <andrew at operationaldynamics.com>
> To: announce at linux.org.au
> Cc: Linux Australia <linux-aus at linux.org.au>
> Subject: [Linux-aus] Agenda for SGM, AGM 15 Jan 04
>
> Hi,
>
> Linux Australia is holding it's Annual General Meeting of Members on
> Thursday, 15 January 2004 in Adelaide at linux.conf.au '04.The AGM will
> be proceeded by a Special General Meeting of Members at which we intend
> to ratify a constitution change. Exact time and location as per the LCA schedule.
>
> The agenda for each meeting is as follows:
>
> 1. SGM
>
> Call to order, establish notice of meeting, establish quorum.
>
> Approval of minutes of previous Meetings of Members
> (specifically AGM '02 of 23 Jan 03 and SGM of 9 Dec 03)
>
> Consideration and acceptance of proposed changes to Constitution. See
> http://www.linux.org.au/org/ for details.
>
> Close
>
<snip>
> All the best,
>
> AfC
> Secretary
> Linux Australia
>
> [The agenda for both SGM and AGM was posted by Pia Smith at the time
> time notice of the meeting was lodged 22 Dec 03, and was resent 4 Jan
> 03. You can view these lists' archives if you'd like to see those
> messages]
>
> --
>
The above message from the Secretary, refers to the web site for Linux
Australia, for details of the proposed changes to the constitution.
On Sun, 4 Jan 2004, Pia Smith wrote:
>
> Date: Sun, 04 Jan 2004 18:54:51 +1100
> From: Pia Smith <pia at linux.org.au>
> To: linux-aus <linux-aus at lists.linux.org.au>
> Subject: [Linux-aus] SGM/AGM reminder
>
> Hi all,
>
> This was sent on the 22nd December, just a quick reminder :) Also all
> members can vote in the elections, so if you are not a member and want
> to vote, become one. Even if you can't be present you can still send a
> proxy vote to committee at linux.org.au.
>
> SGM/AGM at LCA2004
> ----------------------------
> We are holding two short meetings at LCA2004, an SGM and then the AGM
> directly following. We are running both by the previous constitution,
> and thus individual votes must be either by a show of hand, or a proxy
> vote sent to the secretary.
>
> - SGM
> + To be held on the 15th January at LCA2004.
> + Open
> + The reason for the SGM is to submit the proposed constitution
> changes for a vote. The constitution changes can be found at
> http://www.linux.org.au/org/ and the latest version is V5, which had a
> few spelling mistakes picked up and the 'Honorary Life Member' further
> defined. The constitution changes attempt to make administration of
> Linux Australia easier, transform it into an online organisation, and
> lower the barrier of entry (see the document for a full listing of
> changes). This has been lodged with the Secretary, and this requisition
> is GPG signed.
> + Close
>
>
The above message from Pia, refers to the latest version of the proposed
changes, being version 5.
The Linux Australia web site home page, has, on the right side,
"
Committee News - NEW STUFF - Memberships are Open!
What is the Committee is up to? Includes our 6 month activities report.
", is a link, that leads to the following web page;
http://www.linux.org.au/cttenews.phtml
On the web page at http://www.linux.org.au/cttenews.phtml , there is
a link with the name "Proposed Constitution Changes for LCA2004"
That link leads to the web page at
http://www.linux.org.au/org/new/constitutionv6.phtml
which has at the top of the page,
"Last modified: January 10 2004 14:11:18."
"Proposed Changes to the Constitution
Draft IV"
Also, the Title for that web page, as shown in the web browser window
Title Bar, states explicitly "Linux Australia - Constitution - Draft
II", indicating version 2.
So, from the links on the web site, for the proposed amendments to the
constitution, the proposed amended constitution version number, whilst
indicated by the URL to be version 6, is version 4, last updated 10
January 2003, at 14:11.
On Tue, 6 Jan 2004, Pia Smith wrote:
>
> Date: Tue, 06 Jan 2004 03:40:36 +1100
> From: Pia Smith <pia at linux.org.au>
> To: Anand Kumria <akumria at linux.org.au>
> Cc: linux-aus <linux-aus at lists.linux.org.au>, lactte <committee at linux.org.au>
> Subject: [Linux-aus] Re: [LACTTE] Constitution Version 6 - Last one!
>
> <sigh>
>
> On Tue, 2004-01-06 at 03:05, Anand Kumria wrote:
>
> > Okay, agreed but I think you can only examine the amendments you listed
> > in draft 5.
>
> OK, sorry for the disruption fols. We are voting on Ammendment 5 and 5
> only. We will deal with 7 later, the only diff is a easier way to accept
> members more automatically. Unless anyone can see a loop hole to get the
> ammendment accepted in a constitutional happy way (David L. this is your
> arena).
>
> > > No it doesn't, if you could please read the draft, and find:
> > > "As soon as practicable after receiving an application for membership,
> > > the Secretary is to approve the application or must refer the
> > > application to the committee which is to determine whether to approve or
> > > to reject the application."
> >
> > That doesn't exist in draft5 (or 6 or 7).
>
> It exists in draft 7. Rule 3(2) and is reference in change 5, correctly
> might I add.
>
> > > Also someone being entered in the database doesn't immediately make
> > > them a member. Other stuff is required.
> >
> > Actually all that is required is that the committee (or the secretary on
> > behalf of the committee) accept them as a member.
>
> Yes, but the OLD constitution says:
> Point 3(4) "enter the applicant's name in the register of members and,
> on the name being so entered, the applicant becomes a member of the
> association."
>
> which is obviously just silly. Putting them in the database makes them a
> member? How about informing them, does that mean that if all other steps
> are skipped, that putting someones name in the registry immediately
> makes them a member? Literally, yes.
>
> > Imagine if it already existed and we gave lifetime membership to, say,
> > SCO. Need I say anything more? Reviewing organisation affliations and
> > membership regularly is healthy.
>
> Reviewing is fine, but having them as part of the monetary cycle is more
> overhead. There are mechanisms to remove members and affiliations, so if
> necessary the organisation can use those. Why make more work for
> ourselves?
>
> > > Anyone second this change?
> >
> > We can just vote on it at the SGM I think.
>
>
The above message leads to confusion as to what amended constitution
version is being voted on at the SGM, and, what exactly can be voted on,
at the SGM.
With that and the preceding messages relating to the SGM agenda, and,
the information that I included above, from following the references in
the notices for the SGM, the version of the proposal for amending the
constitution, is even more confusing.
Apart from the messages below, I refer first to the message from Leon
Brooks, as an ordinaryy committee member of Linux Australia, posted to
the Linux Australia list;
On Wed, 7 Jan 2004, Leon Brooks wrote:
>
> Date: Wed, 7 Jan 2004 22:05:34 +0800
> From: Leon Brooks <leon at cyberknights.com.au>
> To: Linux Australia <linux-aus at linux.org.au>
> Subject: [Linux-aus] Re: Constitution Version 6
>
>
<snip>
> > Many people make quite worthwhile contributions, and, use much of
> > their time, for the benefit of others.
>
> HLM is not an attempt to reward all of them, just people with
> significant contributions *to*LA*.
>
> > So, who is going to say who should, and who should not, get one of
> > these HLM awards, and, using what criteria?
>
> Up to now, the Committee. That's what we're here for. If you want to
> forcibly change what we do, get yourself elected or at least make
> *positive* suggestions on a case-by-case basis. For example, you could
> write to committee@ and suggest people who have contributed enough
> *to*LA* to warrant HLM.
>
The above last two quotes from Leon, indicate, quite clearly, that, as a
member of the comittee that would decide who is eligible for an Honorary
Life membership of Linux Australia, that the sole criterium, is the
degree of contribution to Linux Australia.
Also, the above last quote from Leon, indicates that the Honorary
Lifetime Membership already exists - "For example, you could write to
committee@ and suggest people who have contributed enough *to*LA* to
warrant HLM" - indioacting both that the award is already available,
and, that the sole criterion for awarding the award, is the degree of
contribution to Linux Australia.
However,
From http://www.linux.org.au/org/new/constitutionv6.phtml
Under "Summary of the changes", is
"2. 'Life Members' and 'Honorary Life Members' added as new membership
classes."
And, under "List of the proposed changes"
"life member
means a member who does not pay annual fees, but rather a 'lifetime' fee
determined at the discretion of the committee;
honorary life member
means a member who has been awarded a 'lifetime' membership for free for
their contributions to the Community. This is awarded completely at the
discretion of the committee;"
Thus, from the excerpts from that web page, the class of membership, of
Honorary Lifetime Membership, does not exist at the time of Leon's
message, and, the proposed award is not, as Leon stated, in recognition
for only contributions to Linux Australia, but, instead, for
contributions to the Linux community as a whole, which has a much
broader range of eligibility, including, for example, as I mentioned on
the Linux Australia mailing list, Linus Torvalds, who, whilst he may not
have made significant contributions directly to Linux Australia itself,
has unquestionably made great contribution to the Linux community.
Thus, the message of Leon Brooks, is misleading, in that it apears to
indicate the existing of provsion for the Honorary Lifetime Memberships,
and, it shows that Leon, as a comittee member, in other words, a person
of the group that would detyermine who gets awarded Honorary Lifetime
Memberships, he is confused as to the eligibility criteria.
Also, apart from those aspects, the term "Linux community, needs to be
clarified- as to whether it means the Linux community in Australia, or,
the international Linux community.
Now, apart from that all needing clarification, so that members know
exactly for what they are voting, before they vote, and, so that the
committee members themselves, know what is going on, there are more
problems with the proposed amendments to the constitution.
The further problems, include discrepancies in the proposed amendments,
such as the following.
Regarding notice of resignation of membership:
From http://www.linux.org.au/org/new/constitutionv6.phtml
Under "Summary of the changes"
"Members only need give one month's notice to resign their membership."
Under "List of the proposed changes"
"In rule 6, RESIGNATION OF MEMBERSHIP, ammend as follows:
Delete "first" and "of" from before and after the word "giving" in (2),
also delete "of at least one month (or such other period as the
committee may determine) of the member's intention to resign and, on the
expiration of the period of notice, the member ceases to be a member"
and insert "The resignation shall be effective at the time of
confirmation of resignation notice."
Append to rule 6, RESIGNATION OF MEMBERSHIP, "(4) Confirmation of
Resignation notice to be sent within 7 days of receiving.""
Thus, the summary of the changes, indicates that change is being made,
to require only one month's notice to resign membership, but the change
itself, makes resignation of membership, effective upon receipt of the
resignation.
The current constitution, from the information provided on the web iste
as follows, includes the following.
From the web page at http://www.linux.org.au/org/new/constitutionv6.phtml
"Alteration of objects and rules
37.
The statement of objects and these rules may be altered, rescinded or
added to only by a special resolution of the association. "
"Special resolution
31.
A resolution of the association is a special resolution:
(a) if it is passed by a majority which comprises at least
three-quarters of such members of the association as, being entitled
under these rules so to do, vote in person or by proxy at a general
meeting of which at least 21 days' written notice specifying the
intention to propose the resolution as a special resolution was given in
accordance with these rules; or
(b) where it is made to appear to the Director-General that it is not
practicable for the resolution to be passed in the manner specified in
paragraph (a), if the resolution is passed in a manner specified by the
Director-General. "
"Notice
26.
(1) Except if the nature of the business proposed to be dealt with at a
general meeting requires a special resolution of the association, the
secretary must, at least 14 days before the date fixed for the holding
of the general meeting, cause to be sent by pre-paid post (written
notice - proposed replacement for "prepaid post) to each member at the
member's preferred address appearing in the register of members, a
notice specifying the place, date and time of the meeting and the nature
of the business proposed to be transacted at the meeting.
(2) If the nature of the business proposed to be dealt with at a general
meeting requires a special resolution of the association, the secretary
must, at least 21 days before the date fixed for the holding of the
general meeting, cause notice to be sent to each member in the manner
provided in clause (1) specifying, in addition to the matter required
under clause (1), the intention to propose the resolution as a special
resolution"
Now, none of the messages posted, that give notice of the SGM, or of the
agenda for the SGM, specify the "intention to propose the resolution as
a special resolution". None of the notices included statement of the
mover and seconder ("Moved by ...., Seconded by...."), or, of the
resolution(s) itself or themselves, as the case may be - whether one
motion is to be put, or multiple motions are to be put.
There is no "written notice specifying the intention to propose the
resolution as a special resolution", as there are no details of the
motion or motions to be put to the meeting.
In fact, as stated below, only five days before the SGM, even the
vice-president of the organisation, does not know specifically what will
be put to the meeting, or how it will be put.
However, as stated in section 31(b) of the constitution, provision is
made for the Director-General to specify the means of making a special
resolution, where meeting the stated requirements can be shown to be
impractical.
Thus, I suggest that the fair and proper way to resolve this, is to
abandon changing the constitution at the SGM, and, making a request to
the Director-General, to allow a vote by email (or by using a web site
facility set up for voting), an an amendment to the constitution, to
allow for debating motions to be put to the membership, via email, and,
voting on the motions, using either email or a sweb site facility set up
for casting votes.
That way, it should be able to be done fairly and properly, and,
business can then be conducted, consequentially, with members having a
better understanding of exactly what is happening, and, on what they are
voting.
Thus do I justify what I said above, and the motion that I have included
at the start of this message.
And, if my foreshadowed motion is put to the SGM, then I vote for my
foreshadowed motion to be passed.
--
Bret Busby
Armadale
West Australia
..............
"So once you do know what the question actually is,
you'll know what the answer means."
- Deep Thought,
Chapter 28 of
"The Hitchhiker's Guide to the Galaxy:
A Trilogy In Four Parts",
written by Douglas Adams,
published by Pan Books, 1992
....................................................
....................................................
---------- Forwarded message ----------
Date: Sat, 10 Jan 2004 16:04:37 +0800 (WST)
From: Bret Busby <bret at busby.net>
To: Linux Australia <linux-aus at linux.org.au>
Subject: Re: [Linux-aus] Agenda for SGM, AGM 15 Jan 04
On Wed, 7 Jan 2004, Andrew Cowie wrote:
> Date: Wed, 07 Jan 2004 22:03:21 +1100
> From: Andrew Cowie <andrew at operationaldynamics.com>
> To: announce at linux.org.au
> Cc: Linux Australia <linux-aus at linux.org.au>
> Subject: [Linux-aus] Agenda for SGM, AGM 15 Jan 04
>
> Hi,
>
> Linux Australia is holding it's Annual General Meeting of Members on
> Thursday, 15 January 2004 in Adelaide at linux.conf.au '04.The AGM will
> be proceeded by a Special General Meeting of Members at which we intend
> to ratify a constitution change. Exact time and location as per the LCA schedule.
>
> The agenda for each meeting is as follows:
>
> 1. SGM
>
> Call to order, establish notice of meeting, establish quorum.
>
> Approval of minutes of previous Meetings of Members
> (specifically AGM '02 of 23 Jan 03 and SGM of 9 Dec 03)
>
> Consideration and acceptance of proposed changes to Constitution. See
> http://www.linux.org.au/org/ for details.
>
> Close
>
>
At the URL www.linux.org.au/org/new/constitutionv6.phtml , which is the
web page at the end of the link "Proposed Constitution Changes for
LCA2004", which appears to be the information about the changes on
which a vote or votes are to be taken, as cited above, the "Summary of
the changes section" lists 17 separate changes, and the "List of the
proposed changes", lists 26 apparent separate changes.
The agenda above, for the SGM, does not specify whether the proposed
changes are to be voted on, individually, eg "Motion: that section x of
the constitution be amended by..., and that section y of the constituion
be amended by ..., so as to accommodate the former amendment", or that
the constitution is to be changed by a single vote; eg "Motion: that the
constitution be replaced with the proposed amended constitution version
6".
The email message posted by Pia on 4 January, to which reference is made
in the message above,
>
> [The agenda for both SGM and AGM was posted by Pia Smith at the time
> time notice of the meeting was lodged 22 Dec 03, and was resent 4 Jan
> 03. You can view these lists' archives if you'd like to see those
> messages]
>
>
starts as follows.
On Sun, 4 Jan 2004, Pia Smith wrote:
>
> Date: Sun, 04 Jan 2004 18:54:51 +1100
> From: Pia Smith <pia at linux.org.au>
> To: linux-aus <linux-aus at lists.linux.org.au>
> Subject: [Linux-aus] SGM/AGM reminder
>
> Hi all,
>
> This was sent on the 22nd December, just a quick reminder :) Also all
> members can vote in the elections, so if you are not a member and want
> to vote, become one. Even if you can't be present you can still send a
> proxy vote to committee at linux.org.au.
>
> SGM/AGM at LCA2004
> ----------------------------
> We are holding two short meetings at LCA2004, an SGM and then the AGM
> directly following. We are running both by the previous constitution,
> and thus individual votes must be either by a show of hand, or a proxy
> vote sent to the secretary.
>
> - SGM
> + To be held on the 15th January at LCA2004.
> + Open
> + The reason for the SGM is to submit the proposed constitution
> changes for a vote. The constitution changes can be found at
> http://www.linux.org.au/org/ and the latest version is V5, which had a
> few spelling mistakes picked up and the 'Honorary Life Member' further
> defined. The constitution changes attempt to make administration of
> Linux Australia easier, transform it into an online organisation, and
> lower the barrier of entry (see the document for a full listing of
> changes). This has been lodged with the Secretary, and this requisition
> is GPG signed.
> + Close
>
>
The text of the above message, where Pia stated "The reason for the
SGM is to submit the proposed constitution changes for a vote.",
indicates that a single vote will be taken, to replace the constitution
with the proposed amended constitution, version 6, as opposed to voting
on single, separate amendments.
Is that correct? This is significant, as it has significantly different
effects. For example, if the constitution changes are to be voted on as
a whole, a voter then has to decide which is of greater importance;
voting against changes to which the voter is opposed, or, voting for
changes that the voter supports. It is like the "referendum as to
whether Australia should become a republic", in which voters were given
a simple choice - either the prime minister would be given the powers of
a supreme dictator (able to sack the president, with no recourse
against that decision), or no republic. So, people rejected that model,
and were denied Australia becoming a republic, as Australia did not want
to become an authoritarian dicatorship.
Similarly, in this case, if a person is opposed to the "Honorary Life
Membership (HLM) class of membership (which, as it appears, does NOT yet
exist, but requires approval of an SGM, for that class of membership to
be created), but wants the use of online voting, and use of email for
official correspondence, to be formalised in the cosntitution, a voter
may be coerced into voting for the HLM clas of membership, to bring in
the other changes, or, have to reject the advancement of LA via the use
of email and online voting, through voting against the HLM class of
membership.
I strongly suggest that this issue needs to be explicitly clarified;
whether the voting will be on the individual changes to the
constitution, and, whether that will be on 17 changes, or 26 changes,
as mentioned above, or, for the replacement of the whole constitution,
with the proposed amended constitution v6, as mentioned above, which
is the version as specified by the formal notices of the SGM, as given
above.
Whilst some on the list have apparently nothing but contempt for me and
my views, due to personal dislike of me, and due to intolerance of
opinions that differ from their own opinions, from my experience of
notices of AGM's and SGM's, both of university student guilds, and of
onther incorporated non-profit organisations (hence, incorporated
organisations of varying sizes, from tens to thousands of members), the
usual reuirements for motions at SGM's and AGM's, especially where the
constitution is to be amended, require all motions to be put to an
SGM/AGM, to be explicitly stated, with the names of the mover and
seconder, and included in the notices of the SGM's/AGM's, with adequate
notice, so that the members can consider the ramifications of the
motions, including, as in this case, the differences between proposing
separate amendements to the constitution, voted on separately, and, a
single propsed relacement of the constitution, voted on via a single
vote, as I have mentioned above.
--
Bret Busby
Armadale
West Australia
..............
"So once you do know what the question actually is,
you'll know what the answer means."
- Deep Thought,
Chapter 28 of
"The Hitchhiker's Guide to the Galaxy:
A Trilogy In Four Parts",
written by Douglas Adams,
published by Pan Books, 1992
....................................................
_______________________________________________
linux-aus mailing list
linux-aus at lists.linux.org.au
http://lists.linux.org.au/listinfo/linux-aus
On Sat, 10 Jan 2004, Stewart Smith wrote:
>
> Date: Sat, 10 Jan 2004 20:17:25 +1100
> From: Stewart Smith <stewart at linux.org.au>
> To: Bret Busby <bret at busby.net>
> Cc: Linux Australia <linux-aus at linux.org.au>
> Subject: Re: [Linux-aus] Agenda for SGM, AGM 15 Jan 04
> Parts/Attachments:
> 1 Shown ~34 lines Text
> 2 196 bytes Application, "This is a digitally signed message part"
> ----------------------------------------
>
> On Sat, 2004-01-10 at 19:04, Bret Busby wrote:
> > The agenda above, for the SGM, does not specify whether the proposed
> > changes are to be voted on, individually, eg "Motion: that section x of
> > the constitution be amended by..., and that section y of the constituion
> > be amended by ..., so as to accommodate the former amendment", or that
> > the constitution is to be changed by a single vote; eg "Motion: that the
> > constitution be replaced with the proposed amended constitution version
> > 6".
>
> Although I am not chairing the meeting (so am not speaking with absolute
> authority) - a common, sensible and generally agreeable way to do these
> things (where you have people there) is to ask for a vote on the entire
> document, and if it doesn't pass, then break it up into individual
> motions.
>
> Note that individual motions will take a LONG time and cause much pain.
>
> My advice is, if putting in a proxy, and if you object to one of the
> constitution changes, is to vote against the entire thing, and then
> indicate the parts which you have an objection to (i.e. would vote
> against). This way, the person acting on your behalf has clear
> documentation of your wishes.
>
> Indeed, I have been involved with meetings where motions (and decisions)
> are placed on the agenda and the decision is taken as given unless the
> item is starred for discussion (this is how you get through 400+ pages
> of agenda in less than 4 hours). In this scenario, the meeting starts
> with asking if anybody has any extra items to be starred. I just haven't
> brainwashed Pia enough yet to do this for the AGM :)
>
> hope this clarifies,
> --
> Stewart Smith <stewart at linux.org.au>
> Linux Australia Inc
>
> [ Part 2, "This is a digitally signed message part" Application/PGP-SIGNATURE 196bytes. ]
> [ Cannot display this part. Press "V" then "S" to save in a file. ]
>
>
> [ Note: This message contains email list management information ]
>
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