[LA-Policies] [linuxaustralia/constitution_and_policies] c64eaf: Adopt the 2024-05-31 version of NSW Model constitu...

[Russell Stuart]

  Branch: refs/heads/adopt-model-2025
  Home:   https://github.com/linuxaustralia/constitution_and_policies
  Commit: c64eaff89fd4551ddbee955790c6c362f24955c2
      https://github.com/linuxaustralia/constitution_and_policies/commit/c64eaff89fd4551ddbee955790c6c362f24955c2
  Author: Russell Stuart <russell-github at stuart.id.au>
  Date:   2025-01-19 (Sun, 19 Jan 2025)

  Changed paths:
    A constitution.md
    R constitution.txt

  Log Message:
  -----------
  Adopt the 2024-05-31 version of NSW Model constitution

When doing the Not-For-Profit self assessment [0] required by the ATO,
we encountered the following question:

    Question 3: Does the organisation have and follow clauses in its
    governing documents that prohibit the distribution of income or
    assets to members while it is operating and winding up?

As our current constitution lacks such a clause we answered "No", which
causes this to appear:

    The organisation can still self-assess as income tax exempt if it
    doesn't have these types of clauses in its governing documents,
    provided it has not distributed any assets or income to members.
    However, it has until 30 June 2025 to update its governing documents.
    Failure to do so will mean that it cannot self-assess as income tax
    exempt from 1 July 2024.

Our current constitution is based on the NSW Model constitution available
at the time.  The NSW Model constitution has evolved since then and now
does have the required clause.  This series of commits that adopts the new
NSW model constitution and customises it for Linux Australia, so that we
meet both the ATO and Australian Charities and Not-For-Profit commissions
requirement for Not-For-Profits.

This first commit imports the 2024-05-31 version of the NSW Model
constitution for organisations (the most recent at the time, found at
[0]).  The model constitution is published as a Microsoft Word document.
In this commit it has been has been converted to markdown.  The text is
unchanged.

[0] https://www.ato.gov.au/businesses-and-organisations/not-for-profit-organisations/statements-and-returns/reporting-requirements-to-self-assess-income-tax-exemption/nfp-self-review-return-question-guide#Prohibitingthedistributionofincomeorasse

[1] https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations/starting-an-association/model-constitution


  Commit: c2c655bc187de2d7f43d2e2386752a263872b9f0
      https://github.com/linuxaustralia/constitution_and_policies/commit/c2c655bc187de2d7f43d2e2386752a263872b9f0
  Author: Russell Stuart <russell-github at stuart.id.au>
  Date:   2025-01-19 (Sun, 19 Jan 2025)

  Changed paths:
    M constitution.md

  Log Message:
  -----------
  Change clause auto numbering to text based

The original Word document auto-numbered its paragraphs and then used those
numbers when one clause needed to reference another. This auto-numbering
system proved problematic as it shifted whenever paragraphs were inserted
or deleted. This required renumbering across the entire document for every
subsequent commit involving such changes. I'm not entirely sure how this
worked within the Word document itself – perhaps Word automatically updated
the references. However, this approach does not translate well to Markdown,
which lacks automatic updating features.

This commit addresses this issue by replacing the auto-sequential numbering
with text-based tokens. These tokens remain static regardless of additions
or deletions to the document, eliminating the need for constant renumbering
of references.


  Commit: a4d73c5d9476a3bce33e13174a2654889f2eedf3
      https://github.com/linuxaustralia/constitution_and_policies/commit/a4d73c5d9476a3bce33e13174a2654889f2eedf3
  Author: Russell Stuart <russell-github at stuart.id.au>
  Date:   2025-01-19 (Sun, 19 Jan 2025)

  Changed paths:
    M constitution.md

  Log Message:
  -----------
  Bring the new model constitution in line with one old one

There are a number of differences between the current constitution
this model constitution.

The following clauses from the model constitution were dropped,
replaced with something closer to the current constitution:

- Handling of new membership applications.

   New Model Constitution says:
      The secretary must refer an application to the committee
      as soon as practicable after receiving the application.

   Current constitution says:
      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.

- Handling of renewing membership applications.

   Current constitution says:
      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.

   New Model Constitution lacks this provision.

- Where the membership register is kept.

   Current constitution says:
      The register of members must be kept in Australia.

   New Model Constitution says:
      The register ... must be kept in New South Wales

   New Model Constitution says:
      if kept in electronic form - must be able to be converted
      to hard copy.

   Current constitution does not have this provision.

   In addition, the restriction on location the register stored at
   is removed if it is electronc.

- Inspection of the membership register.

   Current constitution says:
      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.

      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.

   New Model Constitution says:
      A member may obtain a hard copy of the register, or a part
      of the register, on payment of a fee of not more than $1,
      as determined by the committee, for each page copied.

      Information about a member, other than the member’s name,
      must not be made available for inspection if the member
      requests that the information not be made available.

- Election: Nomination of Committee Members.

   Current constitution says:
      [An election nomination] 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)

   New Model Constitution says:
      [An election nomination] must be made in writing, and
      signed by at least 2 members of the association, not
      including the candidate, and accompanied by the written
      consent of the candidate to the nomination

- Financial year:

   Current constitution says:
      commencing on 1 October and ending on the following 30 September.

   New Model Constitution says:
      commencing on 1 July and ending on the following 30 June.

The following clauses in the model constituton were kept despite being
different from the the current constitution:

- Members Calling Special General Meetings.

   Current constitution says:
      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.

   New Model Constitution says:
      The committee must call a special general meeting if
      the committee receives a request made by at least 5%
      of the total number of members.

- Proxy Votes.

   Current constitution says:
      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.

   New Model Constitution says:
      A member cannot cast a vote by proxy.


  Commit: f8a21cd94be52560a233855e2560cb34a7af331e
      https://github.com/linuxaustralia/constitution_and_policies/commit/f8a21cd94be52560a233855e2560cb34a7af331e
  Author: Russell Stuart <russell-github at stuart.id.au>
  Date:   2025-01-19 (Sun, 19 Jan 2025)

  Changed paths:
    M constitution.md

  Log Message:
  -----------
  Add the purpose and objects of the association

The ATO Not-For-Profit self-assessment includes the question: "Does your
organisation have any charitable purposes?" Our current answer is "unsure."
To ensure compliance, it is advisable to seek registration as a charity
with the Australian Charities and Not-For-Profits Commission (ACNC).

According to the NSW Model Constitution webpage [0]:

    "If your association is intending to seek registration as a charity
    with the Australian Charities and Not-for-profits Commission (ACNC)
    your constitution will need to set out the association’s objects or
    purpose(s).

    The model constitution without modification is not suitable for that
    purpose.

    This means an association wishing to register as a charity with the
    ACNC must adopt its own constitution which includes objects or
    purposes that meet the ACNC’s requirements for registration. That
    constitution can be based on the Model Constitution but must
    include an additional clause setting out all of the association’s
    objects."

In addition this ACNC page recommends including a charitable purpose
to our constitution.  The ACNC has a list of acceptable charitable
purposes.  This one best fits Linux Australia (from [1]):

    Example 1: scientific institution

    An institution is set up to hold conferences and meetings to share
    knowledge and exchange ideas on an aspect of engineering. Any
    professional advantage the engineer members gain is only through the
    institution's advancement of science. The institution's main purpose
    is to extend the area of knowledge in this field of engineering.

    The institution is a scientific institution.

The text the ACNC recommends we put in the constitution to describe the
above purpose is taken from [2]:

   Example clause 2

   The [organisation] is established to be a charity with the purpose of
   advancing the [___industry___] in Australia, particularly in
   [___location___] by:

   -   conducting and publishing research into improvements to the
       processes used in the industry
   -   working with government at all levels to ensure that the
       interests of the [___industry___]
   -   industry are represented in regard to the public decision-making
       process, and
   -   providing a forum for all people engaged in the [___industry___]
       to discuss best practice and enhancing the future of the
       industry.

[0] https://www.fairtrading.nsw.gov.au/associations-and-co-operatives/associations/starting-an-association/model-constitution

[1] https://www.ato.gov.au/businesses-and-organisations/not-for-profit-organisations/your-organisation/does-your-not-for-profit-need-to-pay-income-tax/types-of-income-tax-exempt-organisations/scientific-organisations

[2] https://www.acnc.gov.au/tools/templates/charitable-purpose-examples


Compare: https://github.com/linuxaustralia/constitution_and_policies/compare/c64eaff89fd4%5E...f8a21cd94be5

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