[Linux-aus] Constitutional status (Re: Proposal: *voluntary* paid membership)

[Joshua Hesketh]

Even though this hasn't been resolved yet, I would just like to say on 
the record what an awesome job Mary has done following all of these 
issues and questions. A huge kudos to her for her hard work!

On 27/04/11 17:22, Mary Gardiner wrote:
> On Wed, Apr 27, 2011, James Turnbull wrote:
>> It was unclear from the last minutes (and I meant to follow up because I
>> was one of the people who dropped the ball) what the status of these
>> changes was:
>>
>> Filing of 2008&  2009 Constitutional amendments
>> See http://wiki.linux.org.au/Ctte/AGM2008 and
>> http://wiki.linux.org.au/Ctte/AGM2009
>> These were not filed, but they should have been filed within 28 days.
>> Changes to the constitution are not in effect until filed. They are no
>> longer valid.
>>
>> Does this mean these amendments (and hence the currently online)
>> Constitution is not correct?
> Sorry! My message (drafted well prior to that discovery) shouldn't have
> referred people to the web copy of the constitution. It does indeed incorporate
> changes that were never filed with Fair Trading and thus are not in effect.
>
> More detail:
>
> What we found out
> -----------------
>
> In early April I conducted a Registry search for documents related to Linux
> Australia. There were two reasons for this:
>
>   - to follow up on our annual report filing (which is also very behind, see
>     "Filing of previous years' financial statements" in the same minutes)
>
>   - because I noticed that the 2009 changes weren't even in the web version, and
>     so wanted to verify that those were in effect.
>
> The relevant thing here is that there have been no amendments to the LA
> constitution since the amendments filed by Pia Smith (as was) on 24th March
> 2005.
>
> Only filed versions are in effect by law, hence, the version as at 24th March
> 2005 is in effect.
>
> Where is the version is in effect?
> ----------------------------------
>
> It's not the one on the website, sorry.  Since this means it currently isn't
> easy to view our *real* constitution, I've hurriedly put up two documents on my
> personal website which will allow you to see it:
> http://files.puzzling.org/LA%20Constitution%20as%20at%20April%202011/2004%20constitution.pdf
> http://files.puzzling.org/LA%20Constitution%20as%20at%20April%202011/2005%20amendments.pdf
>
> (Those are scans provided by Fair Trading, apologies to people who can't read
> non-text PDFs. Note that they don't include the pages with signature and
> address details of the filer, for privacy reasons.)
>
> I'll post again when the website is updated (down-dated?) to match that.
>
> What do we do now?
> ------------------
>
> The online constitution needs to be reverted to the version filed on 24th March
> 2005, because that is the last version filed with Fair Trading and thus the one
> currently in effect by law.
>
> I'll do this ASAP (this week, that is): my mails today shouldn't have referred
> people to the web version, sorry. It's tedious, especially to produce a version
> that shows all the clauses that we thought were in effect and have to be backed
> out.
>
> How do we fix this?
> -------------------
>
> Presumably we will want to "re-play" some/all of the above constitutional
> changes, which requires a new set of motions at an AGM/SGM.
>
> Unfortunately this can't be done simply by putting exactly the same motions
> forward again, because the law has been updated (new provisions came into
> effect on 1 July 2010), and therefore the *first* change to our constitution
> must bring it into compliance with changed requirements.  (Existing
> constitutions like ours are compliant by a wave of the Act's magic wand, but
> once we alter it, it has to be really compliant.)
>
> So we have to:
>
>   1. "re-set" the web constitution to match the one that's legally in effect
>
>   2. pass a motion amending it to bring it into line with the new provisions
>
>   3. put motions "re-playing" the 2008 and 2009 changes, or whichever ones we
>      really want
>
>   4. file it this time!
>
> When will this happen?
> ----------------------
>
> ASAP but this is a ton of work. I have to reset the web one, draft motions for
> 2 and 3 above, get the community to eye-ball them, etc etc. (Anyone know a good
> tool for producing Mediawiki-like diffs? Would be a handy way to show the
> difference.)
>
> Hopefully this will be done first half of May.
>
> James Polley has done a lot of work here too, looking at what is required for
> #2, so, thanks James.
>
> -Mary
>
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