[Linux-aus] Presidential Succession

[Silvia Pfeiffer]

Let's get the definitions of the constitution right (and I have simply
cut and pasted this from the constitution):

* ordinary member - means a member of the council who is not an
office-bearer of the association, as referred to in rule 14(2)

* 14 (1) the council is to consist of:
(a) the office-bearers of the association; and
(b) 3 ordinary members, each of whom is to be elected at the annual
general meeting of the association under rule 15.


* 14 (2) The office-bearers of the association are to be:
(a) the president;
(b) the vice-president;
(c) the treasurer; and
(d) the secretary.

*  14 (4) In the event of a casual vacancy occurring in the membership
of the council, the council may appoint a member of the association to
fill the vacancy and the member so appointed is to hold office,
subject to these rules, until the conclusion of the annual general
meeting next following the date of the appointment.

* 18 (1) For the purposes of these rules, a casual vacancy in the
office of a member of the council occurs if the member:
(d) resigns office by notice in writing given to the secretary;

Note that "holding office" is not identical to "being an
office-bearer" - all council members hold office, but only 4 special
ones are "office-bearers", because they have special legal obligations
according to the Act.


Thus:

1. James is president and has resigned appropriately consistent with
rule 18 (1) and there is now a casual vacancy on the council.

2. The role of president is that of an office bearer (rule 14 (2) )
and through that a member of the council (rule 14 (1)).

3. The council has shared with us its intention to appoint a member of
the association to fill the vacancy, namely John Ferlito, which it did
according to rule 14 (4).

4. Since John Ferlito is also a treasurer and it does not make sense
for him to work two roles, he will need to resign from the treasurer
role (according to rule 18 (1)) to make room for another vacancy on
the council.

5. This new vacancy can again be filled by the council through a
member of the association according to rule 14 (4), for which the
council has shared its intention with us to appoint Josh Hesketh.

6. Note that nowhere in the constitution does it say that the council
has to consult the membership in executing these actions. I believe
that the council has, however, done the right thing in announcing its
intentions to us and being open about this.

I support the council in these actions.


Best Regards,
Silvia.



On Fri, May 7, 2010 at 1:00 AM, David Newall <davidn at davidnewall.com> wrote:
> James Polley wrote:
>> No; if that was intended, 14(4) would refer to "a casual vacancy in
>> the ordinary member positions of the council" or somesuch.
>
> You are confusing replacing a member of council, which the council is
> permitted to do, with filling a vacancy in the office of president,
> vice-president, secretary or treasurer, for which no provision is made
> in the constitution nor Act.
>
>> Inside Section 15, constant reference is made to "office-bearers of
>> the association or ordinary members of the council" - yet section 15
>> is entitled "Election of members". Clearly "members" in this case
>> refers to "office-bearers of the association or ordinary members of
>> the council"
>
> I'm not sure how section fifteen is relevant to the discussion, seeing
> how it refers to election of office bearers and members of council at
> the AGM, and not to the filling of any casual vacancy.  Rules for the
> latter are in sections 14(4) and 18.  Further, consider that "election
> of members" refers to election of ordinary members of the association to
> the council (including office-bearers.)  I suggest that the observation
> you made, namely repeated references to "office-bearers of the
> association or ordinary members of the council," indicates that where
> the constitution merely mentions "member of council", it means nothing
> more than member of council.  Please keep in mind that office-bearers
> have three, distinct roles within the association: that of office
> bearers; ordinary member; and member of council.  A reference to member
> of council means just that: not the role of member of the association
> nor of office-bearer.
>
> Perhaps a fourth ordinary member could be appointed to fill the position
> on council that the president vacated, but not to fill the position of
> president itself.
>
>> - if "members" meant "ordinary members" only, it would be nonsensical
>> to refer to "office-bearers of the association" in section 15.
> I don't see why.  Could you explain the nonsense?
>
>
>> Section 19 describes the procedure for removing "a council member"
>> from office. If your definition were to hold, it would mean that
>> Ordinary Members were subject to removal from office at the whim of a
>> majority of the membership, but Office Bearers could not be removed
>> even after a unanimous vote from the entirety of the membership.
> Yes, that would seem to be true.  It may mean that the president's
> membership de jure of council can be revoked, leaving the president with
> (almost) no power.  I expect the vice president would preside if that
> occurred.  But let's keep on topic.
>
>> Arguing that we should just limp along for now on the reduced capacity
>> because it's technically sufficient and nothing has blown up yet is
>> insane. Arguing that we should run with a reduced membership of the
>> committee just because we're not obligated to fill the vacancy makes
>> no more sense.
> So appoint a fourth ordinary member.
>
>>     other than for the public officer, thus the rules seem to require that
>>     the vice-president act as president until completion of the next AGM.
>>
>>
>> The rules require no such thing.
>>
>> The rules (in particular, 20(7) ) require that if the president is
>> present at a council meeting, the president be the first person
>> presented the option of presiding over the meeting. Should the
>> president be absent, or not willing preside, the vice-president is
>> next offered the chance to preside. Should the vice-president also
>> decline to preside, any other council member (subject to approval from
>> the other members) may preside.
>>
>> The rules do not require that the vice-president to preside over
>> anything; the rules do require that under certain circumstances the
>> vice-president be offered the chance to do certain things.
> Arguing semantics achieves little.  I say act, you say option to
> preside.  We mean the same thing.  Absent a president and the rules do
> require the vice president to act in that role (i.e. be given first
> right of refusal, if you insist.)
>
>> Please note that, if we're to accept your idea that "members" refers
>> only to the ordinary members, 20(7)(b) would have to be interpreted as
>> saying that, should both the president and vice-president be absent or
>> unwilling to preside over the meeting, the (maximum of) three ordinary
>> members should decide amongst themselves which of them was to preside
>> - the secretary and treasurer would neither get a say, nor be offered
>> the chance to to preside.
> Incorrect, because office bearers are also members of council.
>
>> If the VP is not willing or able to take on the load, it's entirely
>> appropriate that the council look to someone else to fill the vacancy.
>
> Is this the problem?  Is the V.P. unwilling to take on the work-load of
> presiding at meetings, onerous or not?
>
> Rather than make up rules ad hoc, the council might consult the
> associations legal representative.
>
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