[Linux-aus] Announcing Everything Open - Conference 2023
Kathy Reid
kathy at kathyreid.id.au
Sat Oct 22 00:59:54 AEDT 2022
Hi Craige,
I'd like to address your proposals from a constitutional perspective.
I'm doing this to negate any perception that the membership is not
correctly informed about the processes they have to take action - you
can only make change if you're able to know the structures through which
power is wielded. Moreover, the Council is now in the busiest period of
their working year, and is dealing with a significant additional
workload as a result of these discussions - so I'm doing what we as a
community do best: bringing our multiple talents together to make a
better whole. Clearly, I do not speak for Council - this information is
coming from my experience previously with Council.
1. Proposing to include a mission statement in the Constitution
Linux Australia Inc. is an Incorporated Association under the NSW Fair
Trading Act. NSW Fair Trading provides a model constitution for
Incorporated Associations [0]. This does not include a mission
statement, although there is nothing to preclude a mission statement
being included in the constitution. I would advise against it however,
due to S(39) of the constitution of LA, which reads verbatim:
38. Change of name, objects and constitution
An application to the Director-General for registration of a change in
the association’s name, objects or constitution in accordance with
section 10 of the Act is to be made by the public officer or a committee
member.
In practice, this means that if the Linux Australia Committee (Council)
saw fit to update the organisation's mission or mission statement (say
in response to changes in the external environment like a once in a
hundred year pandemic), then the LA Council would have to apply to the
Director General of Fair Trading NSW to be able to update the
Constitution. This has been done before - for example to update our
financial year to coincide with when the bulk of conferences happen to
make it easier to audit the books and forecast future financials. So,
doing this creates a dependency LA Council may not want.
There's a separate thread here about the Fair Trading Model Constitution
having being updated recently - and LA's existing constitution now
having drifted somewhat from the Model constitution - which was updated
last month - but I am confident this is on Council's radar.
2. Proposing a mission statement for the organisation that is codified
separately to the constitution
Alternatively, LA may wish to have a Mission Statement that is codified
outside of the Constitution, to avoid the dependency outlined above.
This is well within the remit of Council to enact (see S(13) for Powers
of the Committee). We already have this in some form, such as the Linux
Australia values, which I believe you're quoting from directly [1].
There is nothing required constitutionally for the LA Council to change
the statement of values, mission statement etc. There is no requirement
for the Council to consult the Membership on doing this, although in
practice how they approach this is up to Council.
3. Assigning primacy to Linux Conference Australia in the mission
statement, statement of values or other guiding principles of the
organisation
There is nothing constitutionally to stop the LA Council from assigning
primacy to a particular event, purpose or activity in the guiding
principles of the organisation.
However, you may wish to consider whether LCA actually does have primacy
in the way that Linux Australia currently operates. For example, in
terms of gross revenue, LCA over the last two reporting periods
accounted for about only a third of Linux Australia's profit. I've taken
the liberty of visualising this in this quick and dirty spreadsheet:
https://docs.google.com/spreadsheets/d/1ZHfmUTpvxZJSYigyBTCtNlEhG0t7g9mtF5NxR7kapfg/edit?usp=sharing
This may have changed given the pandemic - and will likely change with
PyConAU, which is a significant revenue contribution, not running in
2022. But my point is valid - LCA does not have financial primacy. It's
a significant event - absolutely - it's the largest single contributor
to revenue. But it's far from the only one. Does this ascribe it
primacy? I don't think so.
LA was founded to auspice LCA, certainly. But over time, like with most
organisations, it has adapted and diversified. Time and again history
shows us that survival equates to adaptability.
4. Special General Meetings
The constitutional arrangements for SGMs are outlined in S(25) of the
constitution, which I am quoting verbatim here for clarity:
25. Special general meetings – calling of
(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 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:
(a) must state the purpose or purposes of the meeting, and
(b) must be signed by the members making the requisition, and
(c) must be lodged with the secretary, and
(d) may consist of several documents in a similar form, each signed by
one or more of the members making the requisition.
(4) If the committee fails to convene a special general meeting to be
held within 1 month after that date on which a requisition of members
for the meeting is lodged with the secretary, any one or more of the
members who made the requisition may convene a special general meeting
to be held not later than 3 months after that date.
(5) A special general meeting convened by a member or members as
referred to in subclause (4) must be convened as nearly as is
practicable in the same manner as general meetings are convened by the
committee.
In practice, SGMs have been used to propose constitutional amendments.
I don't know what Linux Australia's current membership # are, and the
Secretary will be able to advise if requested, so that the 5% number can
be calculated above. Based on previous membership numbers, the 20
members figure would definitely be the lesser number per S(25)(2).
5. Updating Membership details
Marcus Herstik previously identified an issue with the Membership login
to https://linux.org.au - thank you Marcus for identifying this. This
has now been resolved (with many thanks to Neill Cox and Steve Walsh).
If people wish to view their Membership status or Membership
information, they can do so now on the website. Only current Members may
vote in motions on an SGM or AGM. The voting module in CiviCRM on the
Linux Australia website enforces this requirement - you have to log in
to be able to vote in elections, and the elections module is also used
to do voting on proposals (such as the previous renaming proposal).
The Register of Members is dealt with in S(7) of the Constitution, and
the Members module within CiviCRM on the website provides compliance
with these requirements.
Regards,
Kathy Reid
[0]
https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations/starting-an-association/model-constitution
[1] https://linux.org.au/about-us/values/
[2]
https://linux.org.au/wp-content/uploads/2022/01/annual-report-2022-combined-hires.pdf
On 21/10/2022 1:07 pm, Craige McWhirter via linux-aus wrote:
> On Thu, Oct 13, 2022 at 18:39:19 +1100, Tim Serong via linux-aus wrote:
>> On 13/10/22 10:29, Craige McWhirter wrote:
>>> [...]
>>> This no longer looks like a community event but rather a hollow vessel for
>>> sponsors.
>> Really Craige? REALLY? I honestly can't believe you'd even *think* LA
>> would be involved in something like that, let alone put it in print.
> Hey Tim :-)
>
> "Looks" is doing a lot of heavy lifting in my quote above.
>
> At the time of writing I had a single announcement and a website (that I went
> through) both of which showed no trace of community involvement you'd expect
> but here was conference that is LCA in format but uses a diferent name.
>
>> As for the rest of your comments, I'm pretty sure they're largely
>> addressed by Russell Stuart's subsequent email (thanks Russell, BTW).
> Yes, largely although not completely. Stuart's response was excellent. Thanks
> Stuart :-)
>
> As other commentators have mentioned, there are significant issues around
> transparency, process and other things.
>
> My current take is that some members of the council admirably stepped into the
> "no LCA" breach with a line of thought that looks a like "what if LCA but named
> OE?"
>
> The LA constitution has no mission statement because it's assumed by the
> community that we know what that mission is. I'll take these notes from the
> website:
>
> "facilitates internationally-renowned events including linux.conf.au -
> Australasia’s grassroots Free and Open Source Software Conference."
>
> "facilitates the organisation of linux.conf.au, a premier international Linux
> conference, in a different Australasian city each year."
>
> "undertakes to operate at all times in an open, transparent and democratic
> manner" https://linux.org.au/about-us/ That's pretty much the reason LA
> exists, it's the 1 job we have. Some of the council have technically
> fulfilled that assumed mission but called it something else. This
> feels pretty close to SGM territory to me. That the overlap between
> LCA and OE should have been addressed at the council level but wasn't
> is of concern to me. "This is LCA, just call it that".
>
> At the very least we should consider adopting a mission statement - as over the
> last 6 years or so it's become an increasingly obvious the membership and
> subsequent councils (including myself and councils I've served on) are not
> entirely clear on LA's purpose.
>
> That's why we find ourselves in this position.
>
> A mission statement will at least laser our focus in on whether we are
> "Linux Australia" or "Conference Australia".
>
> A suggested mission statement could read something like:
>
> "Linux Australia facilitates the internationally-renowned conference -
> linux.conf.au - Australasia’s première grassroots Free and Open Source Software
> Conference in an open, transparent and democratic manner.
>
> Linux Australia also facilitates conferences that share the common values of Free
> and Open Source Software"
>
> Such a mission statement makes it clear what we do and what our priorities are:
> LCA first, others as a nice bi-product of LCA's success.
>
> It also makes it clear that "OE" should have been named LCA or rejected because
> it is LCA by another name and as such would represent a conflict of interest.
>
> --
> Craige McWhirter
> Signal: +61 4685 91819
> Matrix: @craige:mcwhirter.io
>
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