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<p>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. <br>
</p>
<p><br>
</p>
<p>> 1) the council should announce an AGM for very soon. In
fact the process of organising should start now and do it ASAP. <br>
</p>
<p>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. <br>
</p>
<p>When we make requests of volunteers, let's be mindful of the
actual effort that's involved in that request. <br>
</p>
<p>> 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. <br>
</p>
<p>I believe there is already information in the public domain, such
as Everything Open's Team that already clarifies this [3].<br>
</p>
<p>> 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. <br>
</p>
<p>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: <br>
</p>
<h4 id="Powers_of_the_committee" style="--fontSize: 20; line-height:
1.5; --minFontSize: 20;" data-fontsize="20" data-lineheight="30px"
class="fusion-responsive-typography-calculated">13. Powers of the
committee</h4>
<p>Subject to the Act, the Regulation and this constitution and to
any resolution passed by the association in general meeting, the
committee:<br>
(a) is to control and manage the affairs of the association, and<br>
(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<br>
(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.</p>
<p></p>
<p>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. <br>
</p>
<p>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. <br>
</p>
<p>> 4) the council must release the meeting minutes where this
new conference was decided to be run. </p>
<p>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. <br>
</p>
<p>
> 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. <br>
</p>
<p>I believe this has already been addressed - your request for more
information is not a constitutional issue, but an informational
one. <br>
</p>
<p>> 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.
<br>
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.)
<br>
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.)
<br>
(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.
<br>
</p>
<p>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. <br>
</p>
<p>What Council *do* need to do, constitutionally, is act in the
best interests of the organisation - such as by ensuring a viable
revenue stream. <br>
</p>
<p><br>
</p>
<p>Now, I wish to turn attention to your proposed questionnaire and
its proposed ethical basis and statistical validity. <br>
</p>
<p>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. <br>
</p>
<p>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. <br>
</p>
<p>Are there more effective ways you could be approaching the
changes you wish to see happen here? <br>
</p>
<p>Kathy Reid<br>
</p>
<p><br>
</p>
<p><br>
</p>
<p>[1] <a class="moz-txt-link-freetext" href="https://linux.org.au/about-us/constitution/">https://linux.org.au/about-us/constitution/</a><br>
</p>
<p>[2]
<a class="moz-txt-link-freetext" href="https://lists.linux.org.au/pipermail/linux-aus/2022-October/024085.html">https://lists.linux.org.au/pipermail/linux-aus/2022-October/024085.html</a><br>
</p>
<p>[3] <a class="moz-txt-link-freetext" href="https://2023.everythingopen.au/about/">https://2023.everythingopen.au/about/</a></p>
<p>[4]
<a class="moz-txt-link-freetext" href="https://github.com/linuxaustralia/constitution_and_policies/blob/master/subcommittee_policy_v3.md">https://github.com/linuxaustralia/constitution_and_policies/blob/master/subcommittee_policy_v3.md</a><br>
</p>
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