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<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">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">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">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/">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">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.">"
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>
<br>
<fieldset class="moz-mime-attachment-header"></fieldset>
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