[Linux-aus] Minutes of 2009 AGM

[Leah]

Please find attached the minutes of the 2009 AGM, held in January 2009 in
Hobart, Tasmania.  These minutes may also be found at
http://wiki.linux.org.au/Ctte/AGM2009

Regards,

Leah Duncan
Outgoing Secretary, Linux Australia.

------

 . Linux Australia AGM
Committee Present: Stewart Smith, Steve Walsh, Leah Duncan, Anthony Towns,
Melissa Draper, Ben Powell, Sridhar Dhanapalan.

Present: James Iseppi, Anibal Monsalve Salazar, Andrew Cowie, Michael
Davies, Rob Weir, James Henstridge, Joshua Hesketh, Joel Stanley, Aguido
Horatio, Andrew Pam, Arjen Lentz, James Turnbull, Michael Still, Daniel
Devine, Ian Munsie, Daniel Black, Daniel Mateos, Christopher Smart, Tim
Ansell, Daniel Sobey, Hugh Blemings, Neill Cox, Russell Stuart, Julien
Goodwin, Donna Benjamin, Peter Lieverdink, James Purser.

Meeting opened: 12:10 PM

Only Starred (*) items are to be discussed. Non-starred items are taken as
written.

 * President's Welcome
 * Any items to star?
Confirmation of minutes of the 2008 AGM.
'''Motion: '''The membership accepts the minutes of the 2008 AGM as
accurate.

 . Seconded: James Turnbull, carried without objection.

Reports from 2008 office bearers
'''President's Report '''

The past year has seen ups and downs. Both linux.conf.au 2008 and 2009 have
gone smoothly and you can never underestimate the amount of work that is.
However, the financial crisis has had an impact on the organisation through
a reduced linux.conf.au attendance. Credit must go to the Hobart team for
dealing with this spectacularly and making sure the financial crisis should
have a minimal effect on the organisations bottom line.

In internal running of the committee, while I believe we have improved in
several areas we did experience problems. We have minutes for an amazing 24
council meetings this year. Handover from 2007 was mostly smooth,
facilitated by three council members staying on (Anthony Towns, Terry
Dawson, Steve Walsh) and one newly elected member (myself) having been on
the committee  for 4 years previous. Meetings have been running smoothly and
to schedule. One disappointing thing (from the outside) is the sometimes
few-week turnaround on decisions.

This year again highlighted the need for improvement in how we deal with
finances: both in systems and services we use (e.g. Bank) and the council's
ability to make sure that reimbursements and invoices are promptly dealt
with. Some of the problems were largely out of the control of the council,
with our bank possibly being specially designed to loose paper, get things
wrong and sometimes just lie to us. The position of Treasurer was again
shown to be a demanding job and when there isn't enough bandwidth to execute
the role, problems do occur (even with other council members dedicating some
“spare” cycles). I hope that in 2009 the involvement of professional
accountants with linux.conf.au will help ease the burden relating to the
conference at least. We need to explore ways of better scaling the role of
the treasurer. I urge anybody who is willing to help in this area to contact
the council.

The bidding process for the next linux.conf.au was improved in 2008 and
while not perfect, has given the 2010 team more time to prepare. Some
members expressed concern over the apparent amount of effort that went into
the bid documents. Perhaps an earlier call for expressions of interest (not
bids, just interest) and communication with teams prior to accepting bid
documents could help in reducing “wasted” effort by non-winning teams.
Speaking as somebody inloved in several (and a finally successful) Melbourne
bid, the effort in years previous to successful bid was built upon. Putting
together a linux.conf.au is now a greater than12 month project, and in
reality probably 18.

I would like to thank the rest of the Linux Australia Council for 2008: Vice
President Steve Walsh, Secretary Terry Dawson, Treasurer Anthony Towns, and
OCMS James Turnbull, Paul Schulz and Melissa Draper.

 . '''Motion:''' The membership accepts the 2008 office bearers reports.
  . Seconded: Peter Lieverdink, carried without objection.

 * Presentation of financials
  . The treasurer's reports are available at
http://wiki.linux.org.au/Ctte/TreasurerReport2008

 . Endorsement of committee activities
'''Motion:''' The membership endorses the actions of the 2008 Linux
Australia Council.

 . Seconded: James Turnbull, carried without objection

 .  * Constitutional amendment
 . Replacing references to sub-committee to Committees of the Council The
changes were tabled as outlined below.
'''Motion: '''The membership approves the change.

 . Seconded: Arjen Lentz, carried without objection.

 .  * Announcement of results of the 2009 LA Council election
  . The new committee are as follows:
  . President: Stewart Smith
  . Vice President: Steve Walsh
  . Treasurer: Anthony Towns
  . Secretary: Leah Duncan
  . Ordinary Council Members: Ben Powell, Sridhar Dhanapalan, Melissa
Draper.

 * General business and questions from the floor
  . Some discussion on voter turnouts and how to increase these figures
going forward. Formal discussion tabled for LA Face To Face meeting in the
next few months, with input from Andrew Cowie.

 MOTION: To close the 2009 AGM.
 . Seconded: Andrew Cowie, carried.

AGM Close – 1:20 PM

 . . 2008 AGM Minutes Proposed Constitutional Amendments 2009 AGM
 * '''Replacing references to sub-committee to Committees of the Council'''
Currently the constitution still refers to sub-committees as the target of
delegated functions. As a result of the change in name from Committee to
Council these are no longer accurately sub-committees and should in fact be
referred to as Committees.

'''Sections 21 and 22 currently read:'''

"21 - Delegation by council to sub-committee

(1) The council may in writing, delegate to one or more sub-committees
(consisting of such member or members of the association as the council
thinks fit) the exercise of such of the functions of the council as are
specified in the instrument, other than:

•     (a) this power of delegation; and

•     (b) a function which is a duty imposed on the council by the Act or by
any other law.

(2) A function the exercise of which has been delegated to a sub-committee
under this rule may, while the delegation remains unrevoked, be exercised
from time to time by the sub-committee in accordance with the terms of the
delegation.

(3) A delegation under this section may be made subject to such conditions
or limitations as to the exercise of any function, or as to time or
circumstances, as may be specified in the instrument of delegation.

(4) Despite any delegation under this rule, the council may continue to
exercise any function delegated.

(5) Any act or thing done or suffered by a sub-committee acting in the
exercise of a delegation under this rule has the same force and effect as it
would have if it had been done or suffered by the council.

(6) The council may in writing, revoke wholly or in part any delegation
under this rule.

(7) A sub-committee may meet and adjourn as it thinks proper.

22 - Voting and Decisions

(1) Questions arising at a meeting of the council or of any sub-committee
appointed by the council are to be determined by a majority of the votes of
members of the council or sub-committee present at the meeting.

(2) Each member present at a meeting of the council or of any sub-committee
appointed by the council (including the person presiding at the meeting) is
entitled to one vote but, in the event of an equality of votes on any
question, the person presiding may exercise a second or casting vote.

(3) Subject to rule 20 (5), the council may act despite any vacancy on the
council.

(4) Any act or thing done or suffered, or purporting to have been done or
suffered, by the council or by a sub-committee appointed by the council, is
valid and effectual despite any defect that may afterwards be discovered in
the appointment or qualification of any member of the council or
sub-committee."

'''The proposed Sections 21 and 22 are:'''

"21 - Delegation by council to committee

(1) The council may in writing, delegate to one or more committees
(consisting of such member or members of the association as the council
thinks fit) the exercise of such of the functions of the council as are
specified in the instrument, other than:

•     (a) this power of delegation; and

•     (b) a function which is a duty imposed on the council by the Act or by
any other law.

(2) A function the exercise of which has been delegated to a committee under
this rule may, while the delegation remains unrevoked, be exercised from
time to time by the committee in accordance with the terms of the
delegation.

(3) A delegation under this section may be made subject to such conditions
or limitations as to the exercise of any function, or as to time or
circumstances, as may be specified in the instrument of delegation.

(4) Despite any delegation under this rule, the council may continue to
exercise any function delegated.

(5) Any act or thing done or suffered by a committee acting in the exercise
of a delegation under this rule has the same force and effect as it would
have if it had been done or suffered by the council.

(6) The council may in writing, revoke wholly or in part any delegation
under this rule.

(7) A committee may meet and adjourn as it thinks proper.

22 - Voting and Decisions

(1) Questions arising at a meeting of the council or of any committee
appointed by the council are to be determined by a majority of the votes of
members of the council or committee present at the meeting.

(2) Each member present at a meeting of the council or of any committee
appointed by the council (including the person presiding at the meeting) is
entitled to one vote but, in the event of an equality of votes on any
question, the person presiding may exercise a second or casting vote.

(3) Subject to rule 20 (5), the council may act despite any vacancy on the
council.

(4) Any act or thing done or suffered, or purporting to have been done or
suffered, by the council or by a committee appointed by the council, is
valid and effectual despite any defect that may afterwards be discovered in
the appointment or qualification of any member of the council or committee."
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