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

Silvia Pfeiffer silvia at silvia-pfeiffer.de
Thu Aug 4 11:38:50 EST 2011

Hey, I think you forgot the attachment with the diff of the current
legal constitution to the new proposed


On Wed, Aug 3, 2011 at 11:26 PM, John Ferlito <johnf at inodes.org> wrote:
> 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
> https://docs.google.com/document/d/1dw5VChBsJKOaTf-KxFJJOgy3h9eOe4A05u4UtuGtysY/edit
>  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
>     announcement.
>     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
> constitution.
> 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
> http://www.fairtrading.nsw.gov.au/Cooperatives_and_associations/Associations/Associations_legislation/Changes_to_associations_legislation.html
> 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
> http://www.linux.org.au/constitution
> 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
> https://github.com/linuxaustralia/constitution/blob/master/constitution.txt
> The new proposed constitution can be found at
> https://github.com/linuxaustralia/constitution/blob/sgm2011/constitution.txt
> 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
> applying.
> * 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
> https://github.com/linuxaustralia/constitution/commit/2748f80b89b4847ed79f9a52170d154ae6e7cc2d
> 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
> https://github.com/linuxaustralia/constitution/commit/7707b086bf74f1960eab7aae07a43be6837d3ca0
> 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
>  mechanisms.
> * 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
>  election.
> * Ensure elections are only held within 2 months of the AGM and no
>  earlier.
> * 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
>  AGM.
> * 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
> https://github.com/linuxaustralia/constitution/commit/0da6b2213f9896649cf10ec9fe898ca14b04571e
> 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!!
> Cheers,
> John Ferlito
> President, Linux Australia
> --
> John
> Blog                             http://www.inodes.org
> LCA2012                          http://lcaunderthestars.org.au
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