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

Russell Stuart russell-linuxaus at stuart.id.au
Mon May 2 18:11:19 EST 2011

On Sat, 2011-04-30 at 20:46 +1000, Mary Gardiner wrote: 
> === 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.

Signing the minutes is the prudent thing to do.  Yes, times have changed
to the point of insisting the chairman physically sign a piece of paper
being an anachronism.  But we have an even better alternative available
now.  They can be digitally signed.

> === 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.

Old style written proxies, ie a note and signature on a tree offered
some protection against forgery.  Electronic proxies offer almost none.
There are a number of ways they could be secured - eg digitally signed,
or entered into memberdb.  At the very least it would be nice if the
constitution explicitly allowing the committee to insist on some form of
security, so they aren't forced to accept an arbitrary electronic spam
as a proxy.

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