[Linux-aus] what does the constitution say about advertising AGMs/elections?

[David Newall]

On 25/01/13 09:01,  in a separate thread, Chris Neugebauer wrote:
> *what does the constitution say about advertising AGMs/elections?

The constitution is a dog's breakfast.  Don't blame me; I warned of 
problems but was shouted down.

What the constitution says about notice of AGMs and elections is:

    By definition, "1(1) [...] /written and in writing/ means either
    writing on paper; communication by electronic transmission,
    including facsimile and email; and submission of electronic forms in
    any format determined by the committee."

    Notice for AGM, "26(1) [...] the secretary must, at least 14 days
    before the date fixed for the holding of the general meeting, give a
    notice to each member specifying the place, date and time of the
    meeting and the nature of the business proposed to be transacted at
    the meeting."

    A notice may be served on, or given to a person, "41(1)(c) by
    sending it by facsimile transmission or some other form of
    electronic transmission to an address specified by the person for
    giving or serving the notice."

    The AGM, "24(2)(c) [Included in the business of an annual general
    meeting is] to elect office-bearers of the association and ordinary
    committee members, or to announce the results of a ballot held prior
    to the annual general meeting under clause 15(5)"

    Electing the committee, "15(6) The ballot for the election of
    office-bearers and ordinary committee members of the committee is to
    be conducted no more than 60 days before an annual general meeting
    or at the annual general meeting in such usual and proper manner as
    the committee may direct."


Permit me to summarise.

The committee can hold the ballot to elect the next committee up to 60 
days prior to the AGM, with no notice other than what is specified, if 
any, in the Act and Regulations.  I haven't checked the Act or 
Regulations yet, but shan't be surprised if they're silent on the 
matter.  On the face of it, a ballot can be held without notice.

If the ballot is not held prior to the AGM, it must be held at the AGM, 
and notice of the AGM must include the ballot as an item of business.  A 
member can specify an address for electronic service of notice, and 
perhaps there's an implication that email address on record for the 
member could be used.  Many organisations serve notice of general 
meetings on their web sites; however our constitution does not make that 
provision.

However, there are difficulties with the ballot.

If the ballot is held prior to the AGM,

    "34(1) The association may hold a postal ballot to determine any
    issue or proposal (other than an appeal under clause 12).
    "(2) A postal ballot is to be conducted in accordance with Schedule
    3 to the Regulation."

Again, I haven't checked the Regulations, but hold no expectation that 
it allows for a postal vote to be held electronically.

What happens if the ballot is  held at the AGM, but a member can't 
attend?  Well, you can appoint somebody to be your proxy.  There seems 
to be no requirement that a proxy exercise that vote in any particular 
way, or even to exercise it at all, so you want to be at least a little 
careful whom you appoint as your proxy, but there's an additional 
difficulty:

    "33(2) No member may hold more than 5 proxy votes."

For most members, it will take significant time and effort to find 
somebody both willing to be proxy and not already holding five other 
proxy votes.


The good news is that, despite the glaring deficiencies and difficulties 
in our constitution, it's pretty clear from on-list discussion that we 
*intended* to allow electronic voting.

I advocate that we hold the election electronically, as planned, and 
trust to the good sense of all members that nobody objects on the basis 
of improper process.  If somebody does I expect the election will be 
invalid.


What do we about this?

I have been nominated and seconded for committee, and accepted the 
nomination.  If elected, I shall re-draft sections of our constitution 
to correct the deficiencies.  I expect to be able to obtain services of 
an Australian lawyer, pro bono publico, to assist with the task.  I will 
explain the changes (on this list) clearly and in plain English, and 
assuming (or when) we have consensus, seek a special general meeting to 
vote on them.

The changes that I will be attempting will cover two issues.

1. I shall ensure that our constitution does properly permit electronic 
ballots, so that this sort of nonsense won't recur; and

2. I shall remove the provisions for membership fees, which I find 
odious and unnecessary for our organisation, and which were never 
satisfactorily justified in the first place.


Please vote against me if you want to keep the constitution unchanged.  
It's a big task that I'm proposing to undertake.  I spent between 50 and 
100 hours decoding and understanding the changes that produced the 
terrible mess that we have now.  I want a mandate before I spend 
significant more time on it.