[Linux-aus] Announcing Everything Open - Conference 2023

Sat Oct 22 16:35:10 AEDT 2022

Strangely, it doesn't seem the NSW Incorporations Act 2009 requires any 
objectives in a constitution at all (but the SA Incorporations Act 1985 
does).

Broad aims might be appropriate for a constitution; and in fact it's 
unlikely the original constitution did not have any aims/objectives at 
all (my leaky memory says that it did actually have them).

I would note that the constitution committed at 
[https://github.com/linuxaustralia/constitution_and_policies/commit/4c1e5776c25f6792251601c49e81c5b09095539a] 
is basically the model constitution, and subsequent edits have basically 
remove irrelevant parts of it. The model constitution - being a model 
constitution - obviously doesn't have any objectives/aims in it.

That being said, the organisation could:

  * Adopt one or two broad statement about what its aims are

Something like "Linux Australia's goals are to help build a world where 
the freedoms and opportunities of open source software, and the open 
source philosophy, can be enjoyed by all." (this is a slight rewording 
of the OSI's vision and it's not meant as a serious suggestion, just as 
a pointer as to what I mean. Notice that it's so broad EO, PyConAU, 
helping Open Agriculture Australia through sponsorship would all be 
valid activities. Acting to reduce open source software would not be.).

*Or* the organisation could adopt the same things, but as policy under 
the custody of the group members - for whom the committee acts as stewards.

*Either* of these are legally valid outcomes; and the aims/objectives 
(or mission statement if you will) are important but the /most important 
part/ is that it seems that the _process_ of building a consensus as to 
what they should be might be beneficial for the organisation if someone 
had the time and expertise to build that consensus.

Time out. Deep breaths. Remember that we're not here to fight each other.

And then maybe regroup and figure out where to next, and what we've 
learned from all this?

DSL

On 21/10/2022 9:59 am, Kathy Reid via linux-aus wrote:
>
> Hi Craige,
>
> I'd like to address your proposals from a constitutional perspective.
>
> I'm doing this to negate any perception that the membership is not 
> correctly informed about the processes they have to take action - you 
> can only make change if you're able to know the structures through 
> which power is wielded. Moreover, the Council is now in the busiest 
> period of their working year, and is dealing with a significant 
> additional workload as a result of these discussions - so I'm doing 
> what we as a community do best: bringing our multiple talents together 
> to make a better whole. Clearly, I do not speak for Council - this 
> information is coming from my experience previously with Council.
>
>
> 1. Proposing to include a mission statement in the Constitution
>
> Linux Australia Inc. is an Incorporated Association under the NSW Fair 
> Trading Act. NSW Fair Trading provides a model constitution for 
> Incorporated Associations [0]. This does not include a mission 
> statement, although there is nothing to preclude a mission statement 
> being included in the constitution. I would advise against it however, 
> due to S(39) of the constitution of LA, which reads verbatim:
>
>
>         38. Change of name, objects and constitution
>
> An application to the Director-General for registration of a change in 
> the association’s name, objects or constitution in accordance with 
> section 10 of the Act is to be made by the public officer or a 
> committee member.
>
>
> In practice, this means that if the Linux Australia Committee 
> (Council) saw fit to update the organisation's mission or mission 
> statement (say in response to changes in the external environment like 
> a once in a hundred year pandemic), then the LA Council would have to 
> apply to the Director General of Fair Trading NSW to be able to update 
> the Constitution. This has been done before - for example to update 
> our financial year to coincide with when the bulk of conferences 
> happen to make it easier to audit the books and forecast future 
> financials. So, doing this creates a dependency LA Council may not want.
>
> There's a separate thread here about the Fair Trading Model 
> Constitution having being updated recently - and LA's existing 
> constitution now having drifted somewhat from the Model constitution - 
> which was updated last month - but I am confident this is on Council's 
> radar.
>
>
> 2. Proposing a mission statement for the organisation that is codified 
> separately to the constitution
>
> Alternatively, LA may wish to have a Mission Statement that is 
> codified outside of the Constitution, to avoid the dependency outlined 
> above. This is well within the remit of Council to enact (see S(13) 
> for Powers of the Committee). We already have this in some form, such 
> as the Linux Australia values, which I believe you're quoting from 
> directly [1]. There is nothing required constitutionally for the LA 
> Council to change the statement of values, mission statement etc. 
> There is no requirement for the Council to consult the Membership on 
> doing this, although in practice how they approach this is up to Council.
>
>
> 3. Assigning primacy to Linux Conference Australia in the mission 
> statement, statement of values or other guiding principles of the 
> organisation
>
> There is nothing constitutionally to stop the LA Council from 
> assigning primacy to a particular event, purpose or activity in the 
> guiding principles of the organisation.
>
> However, you may wish to consider whether LCA actually does have 
> primacy in the way that Linux Australia currently operates. For 
> example, in terms of gross revenue, LCA over the last two reporting 
> periods accounted for about only a third of Linux Australia's profit. 
> I've taken the liberty of visualising this in this quick and dirty 
> spreadsheet:
>
> https://docs.google.com/spreadsheets/d/1ZHfmUTpvxZJSYigyBTCtNlEhG0t7g9mtF5NxR7kapfg/edit?usp=sharing
>
> This may have changed given the pandemic - and will likely change with 
> PyConAU, which is a significant revenue contribution, not running in 
> 2022. But my point is valid - LCA does not have financial primacy. 
> It's a significant event - absolutely - it's the largest single 
> contributor to revenue. But it's far from the only one. Does this 
> ascribe it primacy? I don't think so.
>
> LA was founded to auspice LCA, certainly. But over time, like with 
> most organisations, it has adapted and diversified. Time and again 
> history shows us that survival equates to adaptability.
>
>
> 4. Special General Meetings
>
> The constitutional arrangements for SGMs are outlined in S(25) of the 
> constitution, which I am quoting verbatim here for clarity:
>
>
>         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 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.
>
> In practice, SGMs have been used to propose constitutional amendments.
>
> I don't know what Linux Australia's current membership # are, and the 
> Secretary will be able to advise if requested, so that the 5% number 
> can be calculated above. Based on previous membership numbers, the 20 
> members figure would definitely be the lesser number per S(25)(2).
>
>
> 5. Updating Membership details
>
> Marcus Herstik previously identified an issue with the Membership 
> login to https://linux.org.au - thank you Marcus for identifying this. 
> This has now been resolved (with many thanks to Neill Cox and Steve 
> Walsh). If people wish to view their Membership status or Membership 
> information, they can do so now on the website. Only current Members 
> may vote in motions on an SGM or AGM. The voting module in CiviCRM on 
> the Linux Australia website enforces this requirement - you have to 
> log in to be able to vote in elections, and the elections module is 
> also used to do voting on proposals (such as the previous renaming 
> proposal).
>
> The Register of Members is dealt with in S(7) of the Constitution, and 
> the Members module within CiviCRM on the website provides compliance 
> with these requirements.
>
>
> Regards,
>
> Kathy Reid
>
>
> [0] 
> https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations/starting-an-association/model-constitution
>
> [1] https://linux.org.au/about-us/values/
>
> [2] 
> https://linux.org.au/wp-content/uploads/2022/01/annual-report-2022-combined-hires.pdf
>
>
>
>
>
>
>
> On 21/10/2022 1:07 pm, Craige McWhirter via linux-aus wrote:
>> On Thu, Oct 13, 2022 at 18:39:19 +1100, Tim Serong via linux-aus wrote:
>>> On 13/10/22 10:29, Craige McWhirter wrote:
>>>> [...]
>>>> This no longer looks like a community event but rather a hollow vessel for
>>>> sponsors.
>>> Really Craige?  REALLY?  I honestly can't believe you'd even *think* LA
>>> would be involved in something like that, let alone put it in print.
>> Hey Tim :-)
>>
>> "Looks" is doing a lot of heavy lifting in my quote above.
>>
>> At the time of writing I had a single announcement and a website (that I went
>> through) both of which showed no trace of community involvement you'd expect
>> but here was conference that is LCA in format but uses a diferent name.
>>
>>> As for the rest of your comments, I'm pretty sure they're largely
>>> addressed by Russell Stuart's subsequent email (thanks Russell, BTW).
>> Yes, largely although not completely. Stuart's response was excellent. Thanks
>> Stuart :-)
>>
>> As other commentators have mentioned, there are significant issues around
>> transparency, process and other things.
>>
>> My current take is that some members of the council admirably stepped into the
>> "no LCA" breach with a line of thought that looks a like "what if LCA but named
>> OE?"
>>
>> The LA constitution has no mission statement because it's assumed by the
>> community that we know what that mission is. I'll take these notes from the
>> website:
>>
>> "facilitates internationally-renowned events including linux.conf.au -
>> Australasia’s grassroots Free and Open Source Software Conference."
>>
>> "facilitates the organisation of linux.conf.au, a premier international Linux
>> conference, in a different Australasian city each year."
>>
>> "undertakes to operate at all times in an open, transparent and democratic
>> manner" https://linux.org.au/about-us/ That's pretty much the reason LA 
>> exists, it's the 1 job we have. Some of the council have technically 
>> fulfilled that assumed mission but called it something else. This 
>> feels pretty close to SGM territory to me. That the overlap between 
>> LCA and OE should have been addressed at the council level but wasn't 
>> is of concern to me. "This is LCA, just call it that".
>>
>> At the very least we should consider adopting a mission statement - as over the
>> last 6 years or so it's become an increasingly obvious the membership and
>> subsequent councils (including myself and councils I've served on) are not
>> entirely clear on LA's purpose.
>>
>> That's why we find ourselves in this position.
>>
>> A mission statement will at least laser our focus in on whether we are
>> "Linux Australia" or "Conference Australia".
>>
>> A suggested mission statement could read something like:
>>
>> "Linux Australia facilitates the internationally-renowned conference -
>> linux.conf.au - Australasia’s première grassroots Free and Open Source Software
>> Conference in an open, transparent and democratic manner.
>>
>> Linux Australia also facilitates conferences that share the common values of Free
>> and Open Source Software"
>>
>> Such a mission statement makes it clear what we do and what our priorities are:
>> LCA first, others as a nice bi-product of LCA's success.
>>
>> It also makes it clear that "OE" should have been named LCA or rejected because
>> it is LCA by another name and as such would represent a conflict of interest.
>>
>> --
>> Craige McWhirter
>> Signal: +61 4685 91819
>> Matrix: @craige:mcwhirter.io
>>
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