[Linux-aus] Notice of Linux Australia Special General Meeting to be held on 29/08/2011

John Ferlito johnf at inodes.org
Wed Aug 3 23:26:57 EST 2011

Dear Linux Australia Member,

This message is to give notice that Linux Australia Inc will hold a Special
General Meeting of Members on Monday August 29th 2011 at 6pm Sydney time at the
Google offices Level 5, 48 Pirrama Road, Pyrmont NSW.

The agenda for the meeting is as follows and can be found at

  1. President's Welcome

  2. Confirmation of minutes of the 2011 AGM. http://www.linux.org.au/meeting/2011-01-26

     Motion: The membership accepts the minutes of the 2011 AGM as accurate.

  3. Presentation of Treasurer’s Report

     Motion: The membership accepts the 2010 treasurer’s report.

  4. Presentation of Auditor’s Report

     Motion: The membership accepts the Auditor’s report.

  5. Constitutional Changes

     The details of the constitutional changes can be found in the SGM

     Motion: To replace Linux Australia’s current constitution with
     the NSW Fair Trading Model constitution (Under the Associations
     Incorporation Act 2009).

     Motion: Change the financial year of the organisation to start on
     1 October

     Motion: Apply changes to the constitution to bring the
     constitution in line with current practices

     Motion: Apply changes to the constitution to allow for renewal of
     free memberships

  6. AGM Close

Voting will occur at the meeting by show of hands. Members unable to attend in
person may nominate a proxy. Any member of the organisation present at the
meeting can act as your proxy. Proxies must be registered with the Secretary
before the meeting. Proxies must be registered no later than the 28th August
2011. Please note that a member can only hold a maximum of 5 proxies.

This year Peter Lieverdink has set up an online system for proxy registration.
You can register your proxy by visiting
http://linux.org.au/vote/special-general-meeting-register-proxy-vote You will
need your name, member DB email address and the member DB email address for the
person acting as your proxy. 

Google requires accurate attendance numbers for meetings held at their offices,
so if you are intending on coming to the SGM please register by filling in the
form at http://linux.org.au/vote/sgm-attendance 

As can be seen from the agenda above there are two main items of business that
will be covered at the SGM.

The first is the presentation of the Treasurer’s report which could not be
completed in time for our AGM as well as presentation of our financial Audit.
Joshua Hesketh will send through a copy of his report in the next few days.

The second main item of business is the proposed constitutional changes. We would like to thank our members for their input over the last few weeks and hope that the extra details below further clarify the changes we are proposing.

The main reason we need to go through this process is that we want to change
Linux Australia's financial year so that in future years we have time to
present an audit of our finances at our AGM in January, as we are now legally
required to do. Changing our financial year requires a change to our

Due to the changes which came into effect in July 2010, if we change our
constitution then we need to bring it in line with the new legislation.

Details on the changes to the model rules can be found at
and to quote on why these changes have been made:

    “Most of the changes are designed to modernise the law, reduce red tape and
    allow more flexibility for associations.  There is also stronger protection of
    association finances. Most of the day-to–day procedures and operations of
    associations are not directly impacted. The new laws have been carefully
    designed to make the transition as smooth as possible for associations.”

The council feels that the easiest and safest approach to take is to start from
the new model rules and to apply the changes that we need to modernise them and
then bring them in line with current practices of the organisation. 

Some of the changes we need to make are not even legally in our current
constitution, as changes that we have voted on in the past were never submitted
to Fair Trading and therefore do not apply.

The constitution as it currently stands legally can be found at

The 2008 proposed changes to the constitution which were never filed with Fair
Trading can be found at
http://wiki.linux.org.au/Ctte/Constitutional_Amendments_2008_AGM The motions
that passed are:

  * 1. Removal of explicit membership fee from constitution
  * 4. Conversion of Committee to Council

The 2009 proposed changes to the constitution which were never filed with Fair
Trading can be found at
http://wiki.linux.org.au/Ctte/Constitutional_Amendments_2009_AGM The motions
that passed are:

  * 1. Replacing references to sub-committee to Committees of the Council

For reference a diff of the current legal constitution to the new proposed
constitution can be found attached to this email.

The proposed changes can be found at GitHub
https://github.com/linuxaustralia/constitution/pull/1 in a pull request.

The model rules can be found at

The new proposed constitution can be found at

There are some items that were in our old constitution that we have not brought
across to our new constitution. This is mainly due to these changes not
matching with current practice, being changes that were introduced with a
particular idea in mind that was never implemented and that the council
believes does not bring us any current value by including them now, or other
items that were dropped from the model rules by Fair Trading. The list below
outlines the changes we are not aplying as well as past motions we are not

* Affiliate membership
* Life membership and honorary life membership
* Annual membership defaulting to $20 (the new constitution has $1 from the new model)
* Insurance, Dissolution, Common Seal 
* Removal of explicit membership fee from constitution
* committee -> council
* sub-committee -> committee

There are three sets of changes we are proposing to the model rules which are
outlined below

Change the financial year to start on 1 October

A diff can be found at

This changes the start of the financial year from the 1st January to the
1st October while still keeping it 12 months.

This change is necessary since we are now required to have an auditor
create an official audit of our accounts for presentation at the AGM and
submission to Fair Trading.

Since our AGM is normally held at the end of January this does not leave
enough time to have a completed audit by the AGM, especially in a time
when our accounts are in a large state of flux due to our largest
conference being on at the same time.

Bring constitution in line with current practices

A diff can be found at

This change aims to bring the new model rules in line with our existing
practices. The changes made include:

* Define writing to include email and other electronic communication
* Allow members to nominate themselves for membership.
* Allow members to do this via a web form.
* Allow the secretary to approve memberships.
* Allow the secretary to perform some actions for the public officer
  - Keep the register of members
* Allow the register of members to be kept anywhere in Australia.
* Allow the members register to be kept in electronic format.
* Allow members to request only names and date of membership rather than
  all private details in the register like address and email.
* When members request documents, provide them within 5 business days
  rather than at any reasonable hour.
* Allow document to be sent to members electronically or printed rather
  than just copied.
* Allow the election to be held before the AGM.
* Define the members length of office to be from the end of the AGM that occurred
 just after the election until the next AGM. (The old wording didn't make
 sense since our election is held before the AGM).
* Allow some leeway as to how late nominations can be accepted for
* Ensure elections are only held within 2 months of the AGM and no
* Remove the need for AGM minutes to be signed by the chairperson.
* Change a committee meeting quorum to a majority rather than 3 members.
* If there is no quorum then allow a committee meeting to be rescheduled
  within 28 days rather than at the same time the next week.
* Allow 20 members to be able to call an SGM as well as the current
  model's 5%.
* Allow the new committee to be announced rather than elected at the
* Remove the restriction for members having to be over 18 to vote.
* Allow proxy votes at general meetings.
* Remove the membership form from the appendix.

Add renewal of free membership

A diff can be found at

This change allows us to be able to remove members from our membership
list. This is necessary while we have a $0 membership fee, since members
would normally only be removed if they did not pay.

The intention is that we would email all members to renew their
membership by visiting the website 2 months before an election. Anyone
who did not respond would be removed from the membership.

They would still be able to reapply for membership at any time before
the election takes place and therefore vote in it.

Congratulations if you made it this far!!

John Ferlito
President, Linux Australia

Blog                             http://www.inodes.org
LCA2012                          http://lcaunderthestars.org.au

More information about the linux-aus mailing list