[Linux-aus] Communication and conferences.

[Kathy Reid]

Marcus, I wish to address some of your points constitutionally, as a 
former President of Linux Australia, and because I feel that the current 
Council may be hesitant to respond given the the current tenor of this 
list. I want to be clear I am not speaking *for* Council, but I have 
some experience which may be of value here.


 >  1) the council should announce an AGM for very soon. In fact the 
process of organising should start now and do it ASAP.

AGMs are covered in Section 4, S(24-32) of the LA Constitution [1]. 
There are timelines around the notice that needs to be provided to 
members, and the key constitutional deadline is that the AGM must be 
held within 6 months of the end of financial year (which is 30 September 
2022), so by end of March 2023. As per this thread [2] there is a huge 
amount of work that Council must complete before an AGM can be held. I 
don't want to speak for Council, however requesting that this volume of 
work be brought forward by three months (the AGM is usually in January), 
is unlikely to be feasible. Everyone on Council is a volunteer, and five 
of those volunteers - as you outline - are also committed to running a 
large conference in under 6 months' time.

When we make requests of volunteers, let's be mindful of the actual 
effort that's involved in that request.

 > 2) the council members need to declare their affiliation/involvement 
with the new conference. That may be redundant as we know that 5 of 7 
are organising it.

I believe there is already information in the public domain, such as 
Everything Open's Team that already clarifies this [3].

 > 3) the council need to explain how this conference is so different to 
LCA and could not be done under the banner of LCA. Otherwise they are in 
the envious position of violating their duty to the organisation as the 
IP of the LCA has strong recognition and they may have wilfully or 
negligently destroying the IP with another similar conference.

Constitutionally, they do not. The Members of Linux Australia, Inc., 
elect the Council (the "committee" in the Constitution) to act in the 
best interests of the organisation. The Constitution S(13) outlines the 
powers of the committee, verbatim:


        13. Powers of the committee

Subject to the Act, the Regulation and this constitution and to any 
resolution passed by the association in general meeting, the committee:
(a) is to control and manage the affairs of the association, and
(b) may exercise all such functions as may be exercised by the 
association, other than those functions that are required by this 
constitution to be exercised by a general meeting of members of the 
association, and
(c) has power to perform all such acts and do all such things as appear 
to the committee to be necessary or desirable for the proper management 
of the affairs of the association.

I am not a lawyer, and not an IP lawyer. However, from what I can tell, 
the IP inherent within linux.conf.au has *not* been damaged in any way. 
It is not a registered trademark, it has no patents applied, and the 
internal processes that allow the conference to be well run are (as I 
understand), documented internally.

There is a strong counter-claim here: Linux Australia's events provide 
the organisation's ongoing revenue. This is one of the reasons LA 
carries a large cash reserve ($800k off the top of my head, but I'd have 
to dig into the Annual Reports to be certain) - because if an event 
fails, LA needs to be able to cover the cost of that event failing. Were 
the Council to *not* run an event *then* they would be endangering the 
organisation - and not running its affairs properly - because they would 
not be undertaking activities that protect its financial future. There 
were no bids received for LCA2023 - which (alongside PyCon AU, which is 
not running in 2022) - is a key revenue generation activity of the 
organisation.

 > 4) the council must release the meeting minutes where this new 
conference was decided to be run.

S(16) of the Constitution requires the Secretary to take minutes of all 
Council meetings, and the AGM. There aren't timelines specified in the 
Constitution around when these are made available. I know historically 
that it's (another) chunk of work to transfer the minutes from the 
platform they're taken in, to the website, and this is usually done in 
preparation for the AGM so that the minutes are completed by the AGM. 
Again, we're asking the volunteer Council to bring forward this piece of 
work.

 > 5) the council need to provide the meeting minutes where the previous 
bids have been decided. This may be redundant now but more information 
needed.

I believe this has already been addressed - your request for more 
information is not a constitutional issue, but an informational one.

 > 6) the council (or new council assuming point 1 is done in a short 
time) needs to ensure that processes exist so that in future this kind 
of thing does not happen. How? a) Firstly the council can not CREATE a 
conference on their own behalf without advising the members.
b) Secondly, meeting minutes must be uploaded within 7 days of the 
meeting that has confirmed previous meeting minutes. (In other words 
after every meeting the previous meetings minutes are published.)
c) Thirdly, conflicts of interest need to be advised to the council and 
if more than 2 members (30%) have an interest in any item then those 
members must either abstain from voting and deliberations. Alternatively 
the item can be postponed until the members are not part of the item to 
be discussed or not part of the LA Council. (This is because 5 people is 
a quorum and therefore more than 2 can pass resolutions.)
(d) Item c does not become an issue for Linux Conference Australia as 
the official event of Linux Australia. If the official event is to 
change it must be voted for by the members.

This isn't a Constitutional issue - the Council is empowered to make 
decisions to manage the affairs of the organisation - and they have 
decided to form a new Subcommittee (which is governed by a process [4]) 
through which to arrange and execute an event under Linux Australia's 
auspices. The Council can, constitutionally, take this action. They 
don't, constitutionally, need to consult with Members to change the 
events that are auspiced by Linux Australia.

What Council *do* need to do, constitutionally, is act in the best 
interests of the organisation - such as by ensuring a viable revenue 
stream.


Now, I wish to turn attention to your proposed questionnaire and its 
proposed ethical basis and statistical validity.

Firstly, the research questions and epistemology upon which the 
questionnaire is based - its construct - is not outlined or not clear. 
It appears to be politically motivated to support a political position 
you've clearly outlined elsewhere on the list, and therefore is 
neutrality as an instrument is ... questionable. If you're seeking to 
gather views of the community on this issue, then by all means solicit 
them via email or other methods, but the questionnaire as outlined lacks 
validity.

To its ethical basis, if it were to be brought before a Human Ethics 
Committee for consideration, they would likely ask questions like "what 
is the potential for harm in promoting or undertaking this survey?". You 
may wish to consider the psychological harms that proposing this survey 
may have for the people involved on Council or the Everything Open 
conference - who are giving up their free time in service of this 
organisation. That alone would be a red flag.

Are there more effective ways you could be approaching the changes you 
wish to see happen here?

Kathy Reid



[1] https://linux.org.au/about-us/constitution/

[2] https://lists.linux.org.au/pipermail/linux-aus/2022-October/024085.html

[3] https://2023.everythingopen.au/about/

[4] 
https://github.com/linuxaustralia/constitution_and_policies/blob/master/subcommittee_policy_v3.md
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