[Linux-aus] Proposed Linux Australia Constitution Changes
John Ferlito
johnf at inodes.org
Sat Jul 9 18:42:49 EST 2011
Howdy,
As most of you would be aware the council has been working through some
constitutional changes over the last few months.
The main reason we need to go through this process is that we want to change
Linux Australia's financial year so that we have time to present an audit of
our finances at our AGM in January as we are now legally required to. 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.
The council feels that the easiest way to achieve this is to start from the new
NSW Model Rules and then make the necessary changes to bring them up to date
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.
We are proposing four motions for the upcoming SGM. These are:
* Accept the new 2010 Model Rules as Linux Australia's new constitution
* Change the financial year to start on 1 October
* Bring constitution in line with current practices, including changes allowing
pre-AGM online elections and electronic record keeping that aren't well catered
for in our current constitution, and better privacy provisions for the registry
of members
* Add renewal of free membership
The proposed changed are available to be viewed on GitHub, as well as being
included at the end of this email. A repository with the model 2010
constitution can be found at
https://github.com/linuxaustralia/constitution
and the proposed changes can be found in a pull request at
https://github.com/linuxaustralia/constitution/pull/1
By clicking on the commits you can see a nice colourful descriptive view of the
changes we are suggesting. You can also find the proposed changes at the end of
this email.
The council would like to keep discussion open for about a week so that we can
fix up any minor changes, spelling mistakes etc in these motions which would
prevent them being passed at the SGM. After that, we will send an announcement
for the SGM with the final motions attached as they will be voted on.
The fairest and easiest way to finalise these changes is having a discussion
here on this list, rather than restricting the conversation to those who are
able to attend the SGM. Then the SGM can be a procedural event where those
present vote and we can be over and done with quickly.
I have pasted in the changes we are putting forward below.
These changes are revisions of the ones Mary Gardiner discussed on this list
earlier this year, tidied up in response to public and private feedback. The
wording is somewhat different, the intent very similar.
Cheers,
John
President, Linux Australia
Change the financial year to start on 1 October
===============================================
This change 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 oficial 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.
diff --git a/constitution.txt b/constitution.txt
index 46d1ffc..9ca2dd6 100644
--- a/constitution.txt
+++ b/constitution.txt
@@ -137,9 +137,9 @@ A right, privilege or obligation which a person has by reason of being a member
(2) In addition to any amount payable by the member under subclause (1), a member of the association must pay to the association an annual membership fee of $2 or, if some other amount is determined by the committee, that other amount:
- (a) except as provided by paragraph (b), before 1 July in each calendar year, or
+ (a) except as provided by paragraph (b), before 1 October in each calendar year, or
- (b) if the member becomes a member on or after 1 July in any calendar year - on becoming a member and before 1 July in each succeeding calendar year.
+ (b) if the member becomes a member on or after 1 October in any calendar year - on becoming a member and before 1 October in each succeeding calendar year.
9. Members' liabilities
@@ -589,7 +589,7 @@ The financial year of the association is:
(a) the period of time commencing on the date of incorporation of the association and ending on the following 30 June, and
- (b) each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June.
+ (b) each period of 12 months after the expiration of the previous financial year, commencing on 1 October and ending on the following 30 September.
Note: Schedule 1 of the Act provides that an association's constitution is to address the association's financial year.
Bring constitution in line with current practices
=================================================
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
just after the election till 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.
diff --git a/constitution.txt b/constitution.txt
index 9ca2dd6..5cbe655 100644
--- a/constitution.txt
+++ b/constitution.txt
@@ -21,6 +21,7 @@ Part 1 - Preliminary
*the Regulation* means the *Associations Incorporation Regulation 2010*.
+ *written and in writing* means either writing on paper; communication by electronic transmission, including facsimile and email; and submission of electronic forms in any format determined by the committee.
(2) In this constitution:
@@ -64,11 +65,11 @@ Part 2 - Membership
(1) A nomination of a person for membership of the association:
- (a) must be made by a member of the association in writing in the form set out in Appendix 1 to this constitution, and
+ (a) must be made by the prospective member in writing in such a form as may be specified by the committee from time to time, and
(b) must be lodged with the secretary of the association.
-(2) As soon as practicable after receiving a nomination for membership, the secretary must refer the nomination to the committee which is to determine whether to approve or to reject the nomination.
+(2) As soon as practicable after receiving a nomination for membership, the secretary must determine whether to approve or reject the application or refer the nomination to the committee which is to determine whether to approve or to reject the nomination.
(3) As soon as practicable after the committee makes that determination, the secretary must:
@@ -110,17 +111,19 @@ A right, privilege or obligation which a person has by reason of being a member
7. Register of members
-(1) The public officer of the association must establish and maintain a register of members of the association specifying the name and postal or residential address of each person who is a member of the association together with the date on which the person became a member.
+(1) The public officer or the secretary of the association must establish and maintain a register of members of the association specifying the name and postal or residential address of each person who is a member of the association together with the date on which the person became a member.
-(2) The register of members must be kept in New South Wales:
+(2) The register of members must be kept in Australia:
(a) at the main premises of the association, or
(b) if the association has no premises, at the association's official address.
-(3) The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.
+ (c) in electronic format in a manner accessible to the public officer and secretary of the association.
-(4) A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied.
+(3) The portion of the register of members comprising names of members and dates on which the person became a member must be open for inspection, free of charge, by any member of the association within five business days of receipt of a written request by the public officer or secretary of the association.
+
+(4) A member of the association may obtain a copy of any part of the register on payment of a fee of not more than $1 for each page copied or printed, or without fee for an electronic copy of the information.
(5) If a member requests that any information contained on the register about the member (other than the member's name) not be available for inspection, that information must not be made available for inspection.
@@ -226,7 +229,7 @@ Subject to the Act, the Regulation and this constitution and to any resolution p
(a) the office-bearers of the association, and
- (b) at least 3 ordinary committee members, each of whom is to be elected at the annual general meeting of the association under clause 15.
+ (b) at least 3 ordinary committee members, each of whom is to be elected prior to or at the annual general meeting of the association under clause 15.
(2) The total number of committee members is to be 7.
@@ -242,7 +245,7 @@ Subject to the Act, the Regulation and this constitution and to any resolution p
(4) A committee member may hold up to 2 offices (other than both the president and vice-president offices).
-(5) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election.
+(5) Each member of the committee is, subject to this constitution, take office at the conclusion of the annual general meeting after the election and to hold office until the conclusion of the annual general meeting, but is eligible for re-election.
15. Election of committee members
@@ -251,7 +254,7 @@ Subject to the Act, the Regulation and this constitution and to any resolution p
(a) must be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and
- (b) must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
+ (b) must be delivered to the secretary of the association at least 7 days, or other period as determined by the committee and specified in the announcement of a ballot, before the date fixed for opening of the voting period for the election or the holding of the annual general meeting at which the election is to take place.
(2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
@@ -261,7 +264,7 @@ Subject to the Act, the Regulation and this constitution and to any resolution p
(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
-(6) The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
+(6) The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted no more than 60 days before an annual general meeting or at the annual general meeting in such usual and proper manner as the committee may direct.
(7) A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the association must be a member of the association.
@@ -278,8 +281,6 @@ Subject to the Act, the Regulation and this constitution and to any resolution p
(c) all proceedings at committee meetings and general meetings.
-(3) Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
-
17. Treasurer
@@ -332,9 +333,9 @@ It is the duty of the treasurer of the association to ensure:
(4) Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
-(5) Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
+(5) A majority of members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
-(6) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
+(6) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is a place and time to be determined by the committee, not more than 28 days following the adjournment
(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
@@ -402,7 +403,7 @@ Part 4 - General meetings
(b) to receive from the committee reports on the activities of the association during the last preceding financial year,
- (c) to elect office-bearers of the association and ordinary committee members,
+ (c) to elect office-bearers of the association and ordinary committee members, or to announce the results of a ballot held prior to the annual general meeting under clause 15(5),
(d) to receive and consider any financial statement or report required to be submitted to members under the Act.
@@ -413,7 +414,7 @@ Part 4 - General meetings
(1) The committee may, whenever it thinks fit, convene a special general meeting of the association.
-(2) The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.
+(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.
(3) A requisition of members for a special general meeting:
@@ -498,14 +499,12 @@ A special resolution may only be passed by the association in accordance with se
(3) A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid.
-(4) A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.
+33. Proxy votes
-33. Proxy votes not permitted
+(1) Each member is to be entitled to appoint another member as proxy at or in respect of a general meeting by notice given to the secretary in writing no less than 24 hours prior to the opening of the meeting.
-Proxy voting must not be undertaken at or in respect of a general meeting.
-
-Note: Schedule 1 of the Act provides that an association's constitution is to address whether members of the association are entitled to vote by proxy at general meetings.
+(2) No member may hold more than 5 proxy votes.
34. Postal ballots
@@ -548,12 +547,12 @@ An application to the Director-General for registration of a change in the assoc
39. Custody of books etc
-Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
+Except as otherwise provided by this constitution, the public officer or secretary must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
40. Inspection of books etc
-(1) The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:
+(1) The following documents must be open to inspection, free of charge, by a member of the association within five business days of receipt of a written request by the public officer or secretary of the association:
(a) records, books and other financial documents of the association,
@@ -561,7 +560,7 @@ Except as otherwise provided by this constitution, the public officer must keep
(c) minutes of all committee meetings and general meetings of the association.
-(2) A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.
+(2) A member of the association may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied or printed, or without fee for an electronic copy of the information.
41. Service of notices
@@ -593,53 +592,3 @@ The financial year of the association is:
Note: Schedule 1 of the Act provides that an association's constitution is to address the association's financial year.
-
-
-
-Appendix 1 Application for membership of association
-
-(Clause 3 (1))
-
- APPLICATION FOR MEMBERSHIP OF ASSOCIATION
-
-.......................................................................................................................................
-
-
- [name of association]
-
-Incorporated (incorporated under the Associations Incorporation Act 2009)
-
-I, ....................................................................................................................................
-
- [full name of applicant]
-
-of ...................................................................................................................................
-
- [address]
-
-.......................................................................................................................................
-
- [occupation]
-
-
-hereby apply to become a member of the abovenamed incorporated association. In the event of my admission as a member, I agree to be bound by the constitution of the association for the time being in force.
-
-.........................................................................................………....................................
-
- Signature of applicant Date
-
-I, ....................................................................................................................................
- [full name]
-
-a member of the association, nominate the applicant for membership of the association.
-
-.........................................................................................………....................................
- Signature of proposer Date
-
-I, ....................................................................................................................................
- [full name]
-
-a member of the association, second the nomination of the applicant for membership of the association.
-
-.........................................................................................………....................................
- Signature of seconder Date
Add renewal of free membership
==============================
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.
diff --git a/constitution.txt b/constitution.txt
index 5cbe655..74e65ce 100644
--- a/constitution.txt
+++ b/constitution.txt
@@ -92,6 +92,8 @@ A person ceases to be a member of the association if the person:
(d) fails to pay the annual membership fee under clause 8 (2) within 3 months after the fee is due.
+ (e) fails to respond to a written request for membership renewal under clause 8(4) by 30 September.
+
5. Membership entitlements not transferable
@@ -144,6 +146,10 @@ A right, privilege or obligation which a person has by reason of being a member
(b) if the member becomes a member on or after 1 October in any calendar year - on becoming a member and before 1 October in each succeeding calendar year.
+(3) The annual membership fee due before 1 October in a calendar year will be determined by the committee and members will be notified no later than 1 August in that calendar year or else be held to be $0.
+
+(4) If the annual membership fee due in any calendar year is $0, the secretary may notify members no later than 1 August that they must renew their membership in writing, or cease to be members from 1 October that year.
+
9. Members' liabilities
--
John
Blog http://www.inodes.org
LCA2012 http://lcaunderthestars.org.au
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