[Linux-aus] Constitutional status (Re: Proposal: *voluntary* paid membership)

[Mary Gardiner]

On Wed, Apr 27, 2011, James Turnbull wrote:
> It was unclear from the last minutes (and I meant to follow up because I
> was one of the people who dropped the ball) what the status of these
> changes was:
> 
> Filing of 2008 & 2009 Constitutional amendments
> See http://wiki.linux.org.au/Ctte/AGM2008 and
> http://wiki.linux.org.au/Ctte/AGM2009
> These were not filed, but they should have been filed within 28 days.
> Changes to the constitution are not in effect until filed. They are no
> longer valid.
> 
> Does this mean these amendments (and hence the currently online)
> Constitution is not correct?

Sorry! My message (drafted well prior to that discovery) shouldn't have
referred people to the web copy of the constitution. It does indeed incorporate
changes that were never filed with Fair Trading and thus are not in effect.

More detail:

What we found out
-----------------

In early April I conducted a Registry search for documents related to Linux
Australia. There were two reasons for this:

 - to follow up on our annual report filing (which is also very behind, see
   "Filing of previous years' financial statements" in the same minutes)

 - because I noticed that the 2009 changes weren't even in the web version, and
   so wanted to verify that those were in effect.

The relevant thing here is that there have been no amendments to the LA
constitution since the amendments filed by Pia Smith (as was) on 24th March
2005.

Only filed versions are in effect by law, hence, the version as at 24th March
2005 is in effect.

Where is the version is in effect?
----------------------------------

It's not the one on the website, sorry.  Since this means it currently isn't
easy to view our *real* constitution, I've hurriedly put up two documents on my
personal website which will allow you to see it:
http://files.puzzling.org/LA%20Constitution%20as%20at%20April%202011/2004%20constitution.pdf
http://files.puzzling.org/LA%20Constitution%20as%20at%20April%202011/2005%20amendments.pdf

(Those are scans provided by Fair Trading, apologies to people who can't read
non-text PDFs. Note that they don't include the pages with signature and
address details of the filer, for privacy reasons.)

I'll post again when the website is updated (down-dated?) to match that.

What do we do now?
------------------

The online constitution needs to be reverted to the version filed on 24th March
2005, because that is the last version filed with Fair Trading and thus the one
currently in effect by law.

I'll do this ASAP (this week, that is): my mails today shouldn't have referred
people to the web version, sorry. It's tedious, especially to produce a version
that shows all the clauses that we thought were in effect and have to be backed
out.

How do we fix this?
-------------------

Presumably we will want to "re-play" some/all of the above constitutional
changes, which requires a new set of motions at an AGM/SGM.

Unfortunately this can't be done simply by putting exactly the same motions
forward again, because the law has been updated (new provisions came into
effect on 1 July 2010), and therefore the *first* change to our constitution
must bring it into compliance with changed requirements.  (Existing
constitutions like ours are compliant by a wave of the Act's magic wand, but
once we alter it, it has to be really compliant.)

So we have to:

 1. "re-set" the web constitution to match the one that's legally in effect

 2. pass a motion amending it to bring it into line with the new provisions

 3. put motions "re-playing" the 2008 and 2009 changes, or whichever ones we
    really want

 4. file it this time!

When will this happen?
----------------------

ASAP but this is a ton of work. I have to reset the web one, draft motions for
2 and 3 above, get the community to eye-ball them, etc etc. (Anyone know a good
tool for producing Mediawiki-like diffs? Would be a handy way to show the
difference.)

Hopefully this will be done first half of May.

James Polley has done a lot of work here too, looking at what is required for
#2, so, thanks James.

-Mary