[Linux-aus] Proposed constitutional changes: bringing record keeping and meeting procedure in line with current practice

[Mary Gardiner]

Our current constitution actually is a little antiquated itself when it comes
to this, it was never much updated to account for electronic records.

You'll notice in a couple of cases we're proposing that the books can only be
inspected with 5 business day's notice rather than "at any reasonable hour".
This is a loss in transparency, but something along these lines is probably
necessary: the public officer and the Council are volunteers, we can't commit
to being around to respond to enquiries about the LA records without a bit of
notice, let alone "at any reasonable hour"!

Here's the proposed changes to the model:

"""
 === 7. Register of members ===

-(1)    The public officer of the association must establish and maintain a register of members of the association specifying the name and postal or residential address of each person who is a member of the association together with the date on which the person became a member.
-(2)    The register of members must be kept in New South Wales:
+(1)    The public officer or secretary of the association must establish and maintain a register of members of the association specifying the name and electronic mailing address of each person who is a member of the association together with the date on which the person became a member.
+(2)    The register of members must be kept in Australia:
 * (a)    at the main premises of the association, or
-* (b)    if the association has no premises, at the association’s official address.
-(3)    The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.
-(4)    A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.
+* (b)    if the association has no premises, at the association’s official address, or
+* (c)    in electronic format in a manner accessible to the public officer and secretary of the association.
+(3)    The names of members and dates on which the person became a member must be available for inspection, free of charge, within five business days of receipt of a written request by the public officer or secretary of the association.
+(4)    A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page of information, or without fee for an electronic copy of the information.
 (5)    If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.
 (6)    A member must not use information about a person obtained from the register to contact or send material to the person, other than for:
 * (a)    the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the association or other material relating to the association, or
 * (b)    any other purpose necessary to comply with a requirement of the Act or the Regulation.
"""

So, basically, we keep people's names, date of joining, and email, and you can
inspect names and date of joining, but NOT email.

"""
 === 16. Secretary ===

 (1)    The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
 (2)    It is the duty of the secretary to keep minutes of:
 * (a)    all appointments of office-bearers and members of the committee, and
 * (b)    the names of members of the committee present at a committee meeting or a general meeting, and
 * (c)    all proceedings at committee meetings and general meetings.
-(3)    Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
+(3)    Minutes of proceedings at a committee meeting must be approved by committee members at the next succeeding committee meeting
+(4)    Minutes of proceedings at an annual general meeting must be approved by a vote at the next succeeding annual general meeting
+(5)    Minutes of proceedings at a special general meeting must be approved by a vote at the next succeeding general meeting
"""

We tend not to keep physical minutes, hence the removal of the requirement to
have them signed, replaced with approval at the next meeting.

"""
 === 20. Committee meetings and quorum ===

 (1)    The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
 (2)    Additional meetings of the committee may be convened by the president or by any member of the committee.
 (3)    Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting.
 (4)    Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
-(5)    Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
-(6)    No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
+(5)    A majority of members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
+(6)    No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to a place and time to be determined by the committee, not more than 28 days following the adjournment.
 (7)    If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
 (8)    At a meeting of the committee:
 * (a)    the president or, in the president’s absence, the vice-president is to preside, or
 * (b)    if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
"""

The Council has tended to prefer to have a majority (so, 4 in most cases) for
quorum, so that's changed there, and the requirement to reconvene is a bit
looser here.

"""
 === 25. Special general meetings - calling of ===

 (1)    The committee may, whenever it thinks fit, convene a special general meeting of the association.
-(2)    The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.
+(2)    The committee must, on the requisition in writing of at least 5 per cent of the total number of members or 20 members, whichever number is fewer, convene a special general meeting of the association.
 (3)    A requisition of members for a special general meeting:
 * (a)    must state the purpose or purposes of the meeting, and
 * (b)    must be signed by the members making the requisition, and
 * (c)    must be lodged with the secretary, and
 * (d)    may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
 (4)    If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
 (5)    A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.
"""

Our present constitution has this too and it seems reasonable: 5 per cent of
our members is a lot now! So we place a ceiling of 20 members on the number
needed for a special general meeting to be called.

"""
 === 33. Proxy votes not permitted ===

-Proxy voting must not be undertaken at or in respect of a general meeting.
-Note: Schedule 1 of the Act provides that an association’s constitution is to address whether members of the association are entitled to vote by proxy at general meetings.
+(1) Each member is to be entitled to appoint another member as proxy at or in respect of a general meeting by notice given to the secretary no less than 24 hours prior to the opening of the meeting.
+(2) Electronic transmission shall suffice for the appointment of a proxy.
+(3) No member may hold more than three (3) proxy votes.
"""

D'oh, there's already a mistake here. The title should be changed to "Proxy
votes" as part of this change.

Since we're a widely distributed association, allowing proxies at general
meetings seems like a good idea and is allowed under the current constitution.

"""
 === 39. Custody of books etc ===

-Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
+Except as otherwise provided by this constitution, the public officer or secretary must keep in his or her custody or under his or her control all records, books and other documents relating to the association. Where such documents are electronic, they must instead be stored in a manner accessible to the public officer or secretary of the association.

 === 40. Inspection of books etc ===

-(1)    The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:
+(1)    The following documents or electronic records must be open to inspection, free of charge, by a member of the association within five business days of receipt of a written request by the public officer or secretary of the association:
 * (a)    records, books and other financial documents of the association,
 * (b)    this constitution,
 * (c)    minutes of all committee meetings and general meetings of the association.
-(2)    A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.
+(2)    A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page of information, or without fee for an electronic copy of the information.
"""

In practice the custody of the books is the secretary's job in LA, hence that
change. As with the register of members, the notice period for inspecting the
books is longer here.

-Mary