<br><br><div class="gmail_quote">On Thu, May 6, 2010 at 6:53 PM, David Newall <span dir="ltr"><<a href="mailto:davidn@davidnewall.com">davidn@davidnewall.com</a>></span> wrote:<br><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex;">
<div class="im">James Polley wrote:<br>
> Rather than random speculation, let's take a look at<br>
> <a href="http://linux.org.au/org/constitution.phtml" target="_blank">http://linux.org.au/org/constitution.phtml</a><br>
<br>
</div>Good idea. Section 14(1) prescribes members of the council to comprise<br>
office bearers plus three ordinary members. Section 14(4) provides for<br>
the council to appoint a replacement for a casual vacancy in the<br>
membership of the council. This does not seem to permit the council to<br>
appoint a replacement for a casual vacancy in office bearers.<br></blockquote><div><br></div><div>No; if that was intended, 14(4) would refer to "a casual vacancy in the ordinary member positions of the council" or somesuch.</div>
<div><br></div><div>If your reading was correct, 14(3) would have to be interpreted as meaning that only ordinary members were intended to hold office until the next AGM.</div><div><br></div><div>Inside Section 15, constant reference is made to "office-bearers of the association or ordinary members of the council" - yet section 15 is entitled "Election of members". Clearly "members" in this case refers to "office-bearers of the association or ordinary members of the council" - if "members" meant "ordinary members" only, it would be nonsensical to refer to "office-bearers of the association" in section 15.</div>
<div><br></div><div>Section 19 describes the procedure for removing "a council member" from office. If your definition were to hold, it would mean that Ordinary Members were subject to removal from office at the whim of a majority of the membership, but Office Bearers could not be removed even after a unanimous vote from the entirety of the membership.</div>
<div><br></div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex;">
<br>
Aside from being an office bearer, the purpose of the president is to<br>
preside at meetings of council and at general meetings; and in his<br>
absence the president-of-vice is to preside (sections 20(7)(a) and 28(1)).<br>
<br>
Neither the constitution nor governing Act (Associations Incorporation<br>
Act 1984 (NSW)) require a casual vacancy in office-bearers be filled,<br></blockquote><div><br></div><div>Agree that casual vacancies aren't *required* to be filled, but that doesn't mean it's a good idea to keep them vacant.</div>
<div><br></div><div>If you have N+1 redundancy and one server dies, you still technically have sufficient capacity to keep running for now - but you'd be insane not to replace the spare server as soon as possible.</div>
<div><br></div><div>Arguing that we should just limp along for now on the reduced capacity because it's technically sufficient and nothing has blown up yet is insane. Arguing that we should run with a reduced membership of the committee just because we're not obligated to fill the vacancy makes no more sense.</div>
<div><br></div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex;">
other than for the public officer, thus the rules seem to require that<br>
the vice-president act as president until completion of the next AGM.<br></blockquote><div><br></div><div>The rules require no such thing.</div><div><br></div><div>The rules (in particular, 20(7) ) require that if the president is present at a council meeting, the president be the first person presented the option of presiding over the meeting. Should the president be absent, or not willing preside, the vice-president is next offered the chance to preside. Should the vice-president also decline to preside, any other council member (subject to approval from the other members) may preside.</div>
<div><br></div><div>The rules do not require that the vice-president to preside over anything; the rules do require that under certain circumstances the vice-president be offered the chance to do certain things.</div><div>
<br></div><div>Please note that, if we're to accept your idea that "members" refers only to the ordinary members, 20(7)(b) would have to be interpreted as saying that, should both the president and vice-president be absent or unwilling to preside over the meeting, the (maximum of) three ordinary members should decide amongst themselves which of them was to preside - the secretary and treasurer would neither get a say, nor be offered the chance to to preside.</div>
<div><br></div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex;">
The council (nee committee, c.f. the Act) should not fill the vacancy as<br>
it already has it's required three ordinary members.</blockquote><div><br></div><div>I'd be fascinated to see your explanation as to how you arrive at the conclusion that 14(1)(b) mandates exactly three ordinary committee members, but 14(1)(a) and 14(2) taken together do *not* mandate exactly four office-bearers.</div>
<div><br></div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex;"><br></blockquote><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex;">
Bottom line: do nothing; Vice-president presides.<br></blockquote><div><br></div><div>This is perfectly fine; if the VP is willing to take on the extra load (in which case I'd suggest that the VP be appointed as President, and a new VP be appointed) AND if the council believe that their reduced numbers are sufficient for the task at hand.</div>
<div><br></div><div>If the VP is not willing or able to take on the load, it's entirely appropriate that the council look to someone else to fill the vacancy.</div></div>