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<p><br>
</p>
<p>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).</p>
<p>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).<br>
</p>
<p>I would note that the constitution committed at
[<a class="moz-txt-link-freetext" href="https://github.com/linuxaustralia/constitution_and_policies/commit/4c1e5776c25f6792251601c49e81c5b09095539a">https://github.com/linuxaustralia/constitution_and_policies/commit/4c1e5776c25f6792251601c49e81c5b09095539a</a>]
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.</p>
<p>That being said, the organisation could:</p>
<ul>
<li>Adopt one or two broad statement about what its aims are</li>
</ul>
<p>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.).</p>
<p><b>Or</b> the organisation could adopt the same things, but as
policy under the custody of the group members - for whom the
committee acts as stewards.</p>
<p><b>Either</b> of these are legally valid outcomes; and the
aims/objectives (or mission statement if you will) are important
but the <i>most important part</i> is that it seems that the <u>process</u>
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.</p>
<p><br>
</p>
<p>Time out. Deep breaths. Remember that we're not here to fight
each other.<br>
</p>
<p><br>
</p>
<p>And then maybe regroup and figure out where to next, and what
we've learned from all this?</p>
<p><br>
</p>
<p>DSL<br>
</p>
<p><br>
</p>
<div class="moz-cite-prefix">On 21/10/2022 9:59 am, Kathy Reid via
linux-aus wrote:<br>
</div>
<blockquote type="cite"
cite="mid:4d11b40b-26c0-ad39-4c9a-d15ef00ba18e@kathyreid.id.au">
<meta http-equiv="Content-Type" content="text/html; charset=UTF-8">
<p>Hi Craige, <br>
</p>
<p>I'd like to address your proposals from a constitutional
perspective. <br>
</p>
<p>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. <br>
</p>
<p><br>
</p>
<p>1. Proposing to include a mission statement in the Constitution
<br>
</p>
<p>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: <br>
</p>
<h4 id="Change_of_name_objects_and_constitution"
style="--fontSize: 20; line-height: 1.5; --minFontSize: 20;"
data-fontsize="20" data-lineheight="30px"
class="fusion-responsive-typography-calculated">38. Change of
name, objects and constitution</h4>
<p>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.</p>
<p><br>
</p>
<p>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. <br>
</p>
<p>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. <br>
</p>
<p><br>
</p>
<p>2. Proposing a mission statement for the organisation that is
codified separately to the constitution <br>
</p>
<p>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. <br>
</p>
<p><br>
</p>
<p>3. Assigning primacy to Linux Conference Australia in the
mission statement, statement of values or other guiding
principles of the organisation</p>
<p>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. <br>
</p>
<p>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: <br>
</p>
<p><a class="moz-txt-link-freetext"
href="https://docs.google.com/spreadsheets/d/1ZHfmUTpvxZJSYigyBTCtNlEhG0t7g9mtF5NxR7kapfg/edit?usp=sharing"
moz-do-not-send="true">https://docs.google.com/spreadsheets/d/1ZHfmUTpvxZJSYigyBTCtNlEhG0t7g9mtF5NxR7kapfg/edit?usp=sharing</a></p>
<p>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. <br>
</p>
<p>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. <br>
</p>
<p><br>
</p>
<p>4. Special General Meetings <br>
</p>
<p>The constitutional arrangements for SGMs are outlined in S(25)
of the constitution, which I am quoting verbatim here for
clarity: <br>
</p>
<h4 id="Special_general_meetings_-_calling_of" style="--fontSize:
20; line-height: 1.5; --minFontSize: 20;" data-fontsize="20"
data-lineheight="30px"
class="fusion-responsive-typography-calculated">25. Special
general meetings – calling of</h4>
<p>(1) The committee may, whenever it thinks fit, convene a
special general meeting of the association.<br>
(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.<br>
(3) A requisition of members for a special general meeting:<br>
(a) must state the purpose or purposes of the meeting, and<br>
(b) must be signed by the members making the requisition, and<br>
(c) must be lodged with the secretary, and<br>
(d) may consist of several documents in a similar form, each
signed by one or more of the members making the requisition.<br>
(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.<br>
(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.</p>
<p>In practice, SGMs have been used to propose constitutional
amendments. <br>
</p>
<p>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). <br>
</p>
<p><br>
</p>
<p>5. Updating Membership details <br>
</p>
<p>Marcus Herstik previously identified an issue with the
Membership login to <a class="moz-txt-link-freetext"
href="https://linux.org.au" moz-do-not-send="true">https://linux.org.au</a>
- 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). </p>
<p>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. <br>
</p>
<p><br>
</p>
<p>Regards, <br>
</p>
<p>Kathy Reid <br>
</p>
<p><br>
</p>
<p>[0]
<a class="moz-txt-link-freetext"
href="https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations/starting-an-association/model-constitution"
moz-do-not-send="true">https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations/starting-an-association/model-constitution</a></p>
<p>[1] <a class="moz-txt-link-freetext"
href="https://linux.org.au/about-us/values/"
moz-do-not-send="true">https://linux.org.au/about-us/values/</a></p>
<p>[2]
<a class="moz-txt-link-freetext"
href="https://linux.org.au/wp-content/uploads/2022/01/annual-report-2022-combined-hires.pdf"
moz-do-not-send="true">https://linux.org.au/wp-content/uploads/2022/01/annual-report-2022-combined-hires.pdf</a><br>
</p>
<p><br>
</p>
<p><br>
</p>
<p><br>
</p>
<p><br>
</p>
<p><br>
</p>
<p><br>
</p>
<div class="moz-cite-prefix">On 21/10/2022 1:07 pm, Craige
McWhirter via linux-aus wrote:<br>
</div>
<blockquote type="cite"
cite="mid:20221021020718.y7b7lh2rm3tjx7aq@dionach">
<pre class="moz-quote-pre" wrap="">On Thu, Oct 13, 2022 at 18:39:19 +1100, Tim Serong via linux-aus wrote:
</pre>
<blockquote type="cite">
<pre class="moz-quote-pre" wrap="">On 13/10/22 10:29, Craige McWhirter wrote:
</pre>
<blockquote type="cite">
<pre class="moz-quote-pre" wrap="">[...]
This no longer looks like a community event but rather a hollow vessel for
sponsors.
</pre>
</blockquote>
<pre class="moz-quote-pre" wrap="">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.
</pre>
</blockquote>
<pre class="moz-quote-pre" wrap="">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.
</pre>
<blockquote type="cite">
<pre class="moz-quote-pre" wrap="">As for the rest of your comments, I'm pretty sure they're largely
addressed by Russell Stuart's subsequent email (thanks Russell, BTW).
</pre>
</blockquote>
<pre class="moz-quote-pre" wrap="">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<a class="moz-txt-link-rfc2396E" href="https://linux.org.au/about-us/That'sprettymuchthereasonLAexists,it'sthe1jobwehave.Someofthecouncilhavetechnicallyfulfilledthatassumedmissionbutcalleditsomethingelse.ThisfeelsprettyclosetoSGMterritorytome.ThattheoverlapbetweenLCAandOEshouldhavebeenaddressedatthecouncillevelbutwasn'tisofconcerntome." moz-do-not-send="true">"
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. "</a>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
</pre>
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