[Linux-aus] Converting Linux Australia's "Committee" to a "Board"

Bret Busby bret at busby.net
Thu Feb 15 12:47:10 UTC 2007

On Thu, 15 Feb 2007, Jonathan Oxer wrote:

> Something that I think Linux Australia needs to focus on this year is
> opening the way to broadening the base of involvement of people in the
> organisation: not just as members, but also giving them the official
> stamp of approval to operate in Linux Australia's name on specific
> projects and tasks. We've obviously made a big move in this direction
> with Sub-Committees already, but I think we need to do more. There are a
> lot of people in our community who want to be involved in Linux
> Australia in a more tangible way or who really should get the official
> thumbs-up for things they are already doing, so let's clear the way for
> that to happen. After all, it's a community-driven association and it's
> only what we collectively make of it.
> That raises an issue of the role of the primary Committee. I believe
> that the Committee needs to be re-invented with more of a "Board"
> identity so that it won't continue to be seen as the only way for people
> to operate officially in the name of Linux Australia.

A Council is more appropriate, as someone else has suggested - A Council 
that is elected by the members and that is accountable to the members, 
to serve the members, rather than a Board that tells the members what to 
do, where it is the role of the members to serve the interests of the 
Board, rather than a Council serving the interests of the members.

Also, a Board is usually a Board of Directors, that runs a corporation, 
and a Council is what usually manages a non-profit organisation.

Once agaain, the Board of Directors usually tells the parts of a 
corporation what to do, rather than the members of an organisation 
directing a Council.

And, the organisation would likely need to be come a corporation, and be 
subject to corporations law (and get taken over by the federal 
government ? :) ), ti institute a Board of Directors.

> Our Sub-Committee structure was introduced to help rectify that problem
> and it's certainly helped, but the distinction between Committee as
> governance and Sub-Committees as execution is still a little blurred.

A Council as the supreme body, with Standing Committees eacjh dealing 
with specific areas, is most appropriate.

> This change is about enabling more community involvement, not less.
> So just renaming "Committee" to "Board" and making no other changes
> would be a good start. However, what I have in mind is to go a bit
> further and also remove the Treasurer and Secretary positions as elected
> positions, leaving an annually elected 7-seat Board consisting of the
> President, Vice-President, and 5 Members. The positions of Treasurer and
> Secretary can then be filled by any selected member of the Board rather
> than having a specific person voted into that position.

Then we could have a situation like in state and federal governments, 
where we have a clueless berk in charge of things like all of the money, 
with no aptitude for the task, and it becomes a matter of political 
favours, rather than good governance.

Having positions like Secretary and Traesurer, elected by the masses 
means that it is mopre likely that someone with some clues about the 
task, and, some aptitude for the task, would occupy the position.

> This provides
> more flexibility to do things like switch roles mid-term if individual
> members find that they are unable to adequately fulfil the role, or even
> if it just seems logical to do so due to changing interests etc. For
> example, there have already been discussions that Terry and AJ as
> Treasurer and Secretary would like to role-swap part way through this
> year. Under the current constitution where individuals are elected to
> those specific positions that may not even be possible.

Then, we hacve a situation like "ooh can I have access to all of the 
money this week? I feel like a trip to Rio.", and, when it ccomes time 
for the auditor's report at the end of each financial year, who will 
have responsibility, if the position that is responsible for the funds 
and the financial records, is occupied by various people playing musical 
chairs? "Ooh, it wasn't me, I only did the job for a week, so I didn't 
have to worry about what was happening with the money, or reconciling 
the bank statements, as they came in after I had done my week sting in 
the job, between bank statements.".

> To remain in keeping with standard practise in other organisations we
> could then replace President with Chair[man|woman|person] and either

The correct title is CHAIRMAN. It has nothing to do with gender. The 
word uses the Latin root of the word man, for the action of doing, so 
the word chairman, simply means the person who chairs. It has nothing to 
do with the use of the word man to mean a person who is a male. Any 
decent book or training in meeting procedure, should reveal that. 
Perhaps, the members of the LInux Australia committe, should read an 
authoritative book on meeting procedure, to explain these things.

> drop the Vice-President position or replace it with Vice-Chairman. In
> fact it's usual in other organisations for even the Chairman not to be
> an elected position specifically, but for a member of the Board to be
> selected for that position by the other Board members.

This depends on the defined role of the position. The President of a 
non-profit organisation, other than presiding over meetings (or, 
chairing meetings, if you like), is generally defined, where the term 
President is used, as the sole official spokesman and representative of 
the organisation, so that you do not get a member of the 
Council/governing committee of an organisation, saying to external 
bodies, such as the media, "The <organisation name> does/will do ...., 
and believes that..., and intends that....", unless formally delegated 
to so do, by either the governing body of the organisation, or the 
president of the organisation. Otherwise you can get allkinmds of 
differening representations of what is going on, and, of policies, of an 
organisation, especially when dissenters to majority decisions, are 
present in a governing body, and where the President of an organisation 
is not the sole person to whom speaking for the organisation, is 
limited. Similarly with signing contracts and agreements on behalf of an 

The role of a Chairman, is generally limited to solely chairing 
meetings, and some defined position, such as a Public Relations Officer, 
may be the role to which speking for the organistaion is limited.

In both the case of a Chairman, and of a President, the role is usually 
afforded only a casting vote in any vote of the governing body.

Standard meeting procedure.

Even though
> that's the usual way things are done, I believe it would be the wrong
> thing to do in the context of Linux Australia: keeping as much control
> in the hands of members as possible is a good thing, including selecting
> who will be the President / Chairperson / Head Cheerleader or whatever
> other label people want to attach. It's also fairly usual for Boards to
> be self-perpetuating and to decide internally who should be invited to
> join them, but that too would be anathema in the context of Linux
> Australia. As I said previously, I don't want an old-boys club. What I
> *do* want is a structure that enables the organisation to continue to
> grow and accommodate the steadily increasing interest in *active*
> participation.
> So, to summarise: I think we need to reinvent the Committee so that the
> labels, the role perception, and the process more accurately reflect
> what we're growing into. That means renaming it to "Board", replacing
> President (and Vice) with Chairman (and Vice), removing Treasurer and
> Secretary as elected positions, and promoting Sub-Committees to
> Committees. Both the election process and the level of accountability
> would remain unchanged.
> That then clears the decks to really ramp up participation in Linux
> Australia through Committees and let people feel they are first-class
> members of the organisation. We've been growing steadily on a variety of
> different metrics for a number of years now but I'd like to see things
> really kicked into top gear this year and see how far we can take it.
> Obviously this is a big step and will require a constitutional amendment
> through an SGM, so I'd love to hear your thoughts on it. Public
> discussion here is good, but if you'd prefer to keep your comments
> private feel free to email either the Committee (committee at linux.org.au)
> or myself directly.

I suggest that you, and the other members of the committee, need to both 
get and read some good reference books on meeting procedure, and, 
research the implications (legal and otherwise) of the proposed chages, 
so that you can better understand how things should be operating with 
the constituition as it stands, and, the implications of the proposed 

And, this need is well demonstrated by the lack of understanding of the 
word chairman.

Bret Busby
West Australia

"So once you do know what the question actually is,
  you'll know what the answer means."
- Deep Thought,
   Chapter 28 of Book 1 of
   "The Hitchhiker's Guide to the Galaxy:
   A Trilogy In Four Parts",
   written by Douglas Adams,
   published by Pan Books, 1992


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