<div dir="ltr">Hi Cameron,<div><br></div><div>I have been through a transition in another organisation from unincorporated to an incorporated association (not a company limited by guarantee, which is OSIA's structure). IMHO any form of incorporation, whether association or company, is way better.</div><div><br></div><div>Banks want a person or organisation to own an account. Domain name registrars want a person or organisation to own a domain name. If not OSIA itself, then who?</div><div><br></div><div>If there's no incorporated body, an organiser's own assets are at risk if another organiser makes a mistake. Incorporation means liability is limited to the assets of the body itself.<br></div><div><br></div><div>Associations and companies must have rules for elections and governance in general. In loose collectives, a subset of members still have effective control. But there are risks: it might not be clear who is in charge and how decisions are made, and it might not be clear how the membership at large could effect a change if and when they think it's necessary.</div><div><br></div><div>The "red tape" is not onerous to my mind. If money is involved at all, there *should* be a financial report every year. There *should* be regular member involvement in choosing leaders.</div><div><br></div><div>And I don't think red tape is the biggest challenge for OSIA. A change in structure on its own will not make anything better. I would rather we look at what OSIA *does* than focus on structures.</div><div><br></div><div>Cheers</div><div><br></div><div>Paul Foxworthy</div><div><br></div></div><div class="gmail_extra"><br><div class="gmail_quote">On 5 January 2018 at 06:35, Cameron Shorter <span dir="ltr"><<a href="mailto:cameron.shorter@gmail.com" target="_blank">cameron.shorter@gmail.com</a>></span> wrote:<br><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">Jack,<br>
<br>
It looks like OSIA is currently challenged in finding volunteers with sufficient time commitment to resource OSIA official positions. So I think it appropriate to ask: "Does OSIA gain any noticeable value by being an incorporated company?"<br>
<br>
Why not run OSIA like a simple Open Source project - with little more than an email list, a Project Steering Committee, and simple voting conventions? (We have successfully run the Australian chapter of the Open Source Geospatial Foundation this way for ~ a decade).<br>
The advantages are that you can reduce the red tape of managing money, but you can still be quoted authoritatively and lobby government agencies for change.<br>
<br>
Warm regards, Cameron<div class="HOEnZb"><div class="h5"><br>
<br>
<br>
On 31/12/17 4:24 pm, Jack Burton wrote:<br>
<blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
OSIA's board currently has 5 casual vacancies for directors. As two of<br>
the current directors (including the company secretary) both intend to<br>
step down at the end of January, by then the board will have 7 casual<br>
vacancies for directors, plus one for a company secretary.<br>
<br>
The board now calls for expressions of interest from anyone willing and<br>
able to serve (from late January until the 2018 AGM) in those roles.<br>
<br>
Serving on the board is a responsibility but it is also a privilege --<br>
a unique opportunity to take a direct hand in shaping the future of<br>
your industry body, and by implication to a certain extent the future<br>
of the industry itself.<br>
<br>
The role of every board involves matters of governance, compliance,<br>
risk management and strategy.<br>
<br>
As OSIA is a small organisation, with no employees, its board also<br>
doubles as an executive committee, responsible for management and in<br>
some cases even operations.<br>
<br>
OSIA's principal purpose is to influence governments on matters of<br>
public policy directly relevant to the Australian FOSS industry.<br>
<br>
That includes matters such as:<br>
* Government ICT procurement policy & practice;<br>
* Domestic law reform (mostly copyright & patent law);<br>
* International treaties & trade;<br>
* Government/citizen & government/business interface initiatives,<br>
including the role of open standards & FOSS as well as privacy<br>
and security implications for citizens & businesses; and<br>
* Economic & industry development policy.<br>
<br>
OSIA also pursues initiatives to connect Australian open source<br>
businesses to each other, to potential clients and to the broader<br>
community.<br>
<br>
If you are passionate about any of those matters and have the time,<br>
capability and motivation to serve on the OSIA board, please respond to<br>
this call.<br>
<br>
If no new board members are found, sadly we will need to wind up OSIA.<br>
<br>
To express your interest in serving on the 2018 board, simply reply to<br>
this list post with:<br>
<br>
1. Your name (if your From address doesn't make that obvious)<br>
<br>
2. Your business name (or, if you don't represent a business with<br>
a name, either "self-employed" or "individual").<br>
<br>
3. Which State or Territory you live in.<br>
<br>
4. One or two brief paragraphs on where you'd like to take OSIA.<br>
<br>
The call for expressions of interest opens now and will close at 5:45pm<br>
Eastern Summer time (5:15pm Central Summer Time, 4:45pm Eastern<br>
Standard Time, 2:45pm Western Standard Time) on 23 January 2018.<br>
<br>
<br>
FAQ<br>
---<br>
<br>
Q1. Why is this an EoI instead of a regular call for nominations?<br>
<br>
In the lead-up to an AGM, a call for nominations is required; in the<br>
lead-up to an SGM, it is optional. On this occasion, the board have<br>
opted to use an informal EoI process instead for three reasons:<br>
<br>
* A formal call for nominations would have had to close 21 days<br>
before the SGM (i.e. most likely on 3 Jan). We wanted to provide<br>
more time than that, to ensure that we get the best and biggest<br>
crop of candidates possible.<br>
<br>
* We wanted to be able to ask the question "where would you like to<br>
take OSIA in 2018?" and there's no provision for that sort of thing<br>
in the formal call for nominations process.<br>
<br>
* We want the new board to take office in late January, even if the SGM<br>
is inquorate, or gets stymied for some other reason.<br>
<br>
<br>
Q2. Why are you asking the question "where would you like to take OSIA<br>
in 2018?"?<br>
<br>
We are at a pivotal moment in OSIA's history, as a result of which we<br>
feel it is very important that decisions about who serves on the 2018<br>
board should be made solely on the basis of policy platforms, not on<br>
the basis of personalities. Of course we cannot control how members<br>
decide to cast their ballots, but we can at least ask for enough<br>
information for members to be able to make a sensible, informed<br>
decision.<br>
<br>
<br>
Q3. I want to lodge an EoI but I don't want to answer Question 4. Do I<br>
have to?<br>
<br>
No. But think very hard about it. Members are unlikely to cast ballots<br>
in your favour if you do not tell them what you're standing for (as<br>
that would be rather like signing a blank cheque).<br>
<br>
<br>
Q4. How & when do the new board take office?<br>
<br>
The interim board will appoint the new directors at the beginning of<br>
the first board meeting of the new term, which will be held in Sydney<br>
on Saturday 27 January. Immediately afterwards, outgoing director(s)<br>
from the interim board will resign as directors. The new board will<br>
then choose & appoint a company secretary, after which the interim<br>
company secretary will resign as a secretary.<br>
<br>
<br>
Q5. So the interim board, rather than the members, will choose the new<br>
board? That sounds rather anti-democratic!<br>
<br>
Yes, we think so too. So under General Business at the SGM, we will<br>
conduct an informal poll of the members regarding the suitability of<br>
each candidate. Your interim board promises to act in accordance with<br>
the results of that poll. The interim board will only make that<br>
decision for itself if there are more candidates than vacancies *and*<br>
there is a tie in the informal poll.<br>
<br>
<br>
Q6. If the poll is only informal, how do members who cannot attend the<br>
SGM in person get a say?<br>
<br>
Members who cannot attend the January SGM in person should appoint a<br>
proxy, who can cast a ballot on your behalf in the poll. A poll, by<br>
definition, is done on paper (not by a show of hands), so proxies<br>
*will* be counted. There will *not* be a space on the proxy form for<br>
the informal poll, because it is not a substantive item of business and<br>
because the proxy form needs to be distributed to all members before we<br>
will know who all the candidates will be. Instead, you should advise<br>
your proxy ahead of time how you would like him or her to vote on your<br>
behalf in the informal poll.<br>
<br>
<br>
Q7. How can I trust my proxy to vote the right way?<br>
<br>
If you don't trust someone, don't appoint him or her as your proxy.<br>
Instead, appoint someone who you do trust.<br>
<br>
<br>
Q8. Who is eligible to lodge an expression of interest?<br>
<br>
Everybody is eligible. You do not need to be a financial member (or<br>
even a member at all) to lodge an expression of interest or to be<br>
appointed to the board. However, it would seem reasonable for members<br>
to expect that anyone appointed as a director would join (or would get<br>
his or her company to join) shortly thereafter. It would also seem<br>
reasonable that, in order to represent the Australian FOSS industry<br>
effectively, you should work in, or at the very least have worked<br>
recently in, the Australian FOSS industry. Note also that OSIA is a<br>
public company. Therefore at least two of the directors (and the<br>
company secretary) must be Australian residents.<br>
<br>
<br>
Q9. Do I need the backing of my company to lodge an EoI?<br>
<br>
No. Directors are individuals, not companies. However, if you are<br>
appointed to the board and you do not have the backing of your company,<br>
you will need to discharge your duties as a director on your own time.<br>
<br>
<br>
Q10. I am not an Australian citizen. Can I still lodge an EoI?<br>
<br>
Yes. There are no citizenship requirements.<br>
<br>
<br>
Q11. I live in a remote area. Can I still lodge an EoI?<br>
<br>
Yes. But note that to serve on the board effectively you will need<br>
reliable telephone and Internet access.<br>
<br>
<br>
Q12. Who is eligible to cast a ballot in the informal poll?<br>
<br>
Financial members only. The following are financial members: anyone who<br>
has joined OSIA since 1 May 2016 and has not since resigned; all<br>
members who paid their 2016/17 renewal invoices (which were issued in<br>
June 2016) and have not since resigned; and those members who paid<br>
their 2015/16 renewals *twice* (once on invoice; and once by automatic<br>
paypal transaction that had not yet been cancelled) and have not since<br>
resigned.<br>
<br>
<br>
Q13. I am not a financial member. How do I get to cast a ballot?<br>
<br>
Fill in & submit the form at <a href="http://www.osia.com.au/drupal7/join-now" rel="noreferrer" target="_blank">http://www.osia.com.au/drupal7<wbr>/join-now</a><br>
then make the appropriate payment before 5pm Eastern Summer Time at<br>
least *three* days before the January SGM. The interim board will meet<br>
briefly one day before the SGM (the extra two days above is to allow<br>
time for your bank transfer to clear) to approve new membership<br>
applications, so you will be financial by the time of the SGM. If you<br>
intend to vote by proxy, note that the deadline for lodging proxies is<br>
48 hours before the start of the SGM.<br>
<br>
<br>
Q14. What are the duties of a board member?<br>
<br>
There is consensus among leading Australian scholars in the field of<br>
corporate governance that the three most important duties of a director<br>
are the duties of honesty, of competence and of diligence. Honesty<br>
should be self-explanatory. Diligence is a combination of due care and<br>
good old-fashioned hard work. Competence means competence as a director<br>
-- it does *not* mean you need to be competent at everything that OSIA<br>
might possibly do, but it does mean that you should only agree to take<br>
on responsibility for things that you are competent to do.<br>
<br>
<br>
Q15. How much work is required of a director or company secretary?<br>
<br>
How long is a piece of string? What matters are results, not effort.<br>
Every member of the board is expected to act in the best interests of<br>
the company, which it would be reasonable to assume includes delivering<br>
positive, measurable results consistently. How much work that takes is<br>
entirely up to you. We each have our own approaches to getting things<br>
done.<br>
<br>
<br>
Q16. How do we choose a chairman and/or a deputy chairman?<br>
<br>
We don't. At its first meeting, the new (2018) board will elect one of<br>
their own as chairman, and if they so choose another one of their own<br>
as deputy chairman.<br>
<br>
<br>
Q17. How will the informal poll work?<br>
<br>
At the SGM, you will be given one ballot paper for each vote you hold.<br>
The ballot papers will have boxes to vote IN FAVOUR of or AGAINST each<br>
candidate. You will also be given a separate paper which will list the<br>
platform statements of all candidates. Blank ballot papers for<br>
financial members who are not present in person, by authorised rep or<br>
by proxy will be destroyed in clear view of those present before the<br>
poll commences. Completed ballot papers will be placed in a hat. The<br>
meeting will then adjourn while the interim company secretary shuffles<br>
then tallies the ballots. To ensure transparency, any financial member<br>
present in person who wants to may scrutinise the process. Once the<br>
tally is complete, the meeting will reconvene, the interim company<br>
secretary will announce the results then hand the meeting back to the<br>
chairman. The results will be in the form of a tally for each<br>
candidate: the number of IN FAVOUR votes cast minus the number of<br>
AGAINST votes cast. Abstentions, spoiled ballots, etc. will not affect<br>
the tally.<br>
<br>
<br>
Q18. What will become of the interim board?<br>
<br>
Mr Pendashteh intends to continue serving on the new board. Mr Skeoch &<br>
Mr Burton intend to resign as directors as soon as the new directors<br>
have been appointed. Mr Burton intends to resign as a company secretary<br>
as soon as the new company secretary has been appointed. Mr Skeoch's &<br>
Mr Burton's companies intend to remain active members of OSIA.<br>
<br>
<br>
Q19. Why does the call for EoIs close 24 hours before the SGM?<br>
<br>
Financial members who will not be attending the SGM in person need<br>
sufficient time to instruct their proxies on how to cast ballots on<br>
their behalf in the informal poll. Also, the interim company secretary<br>
needs time to prepare the ballot papers before coming to the SGM.<br>
<br>
<br>
Q20. I don't want to lodge an EoI, or I haven't decided yet, but I have<br>
a comment or question on the process. Can I still reply to this list<br>
post?<br>
<br>
Yes, of course you can. osia-members@ is a free and open list, where<br>
everyone is free to express his or her opinion about any genuine,<br>
on-topic matter. osia-fin@ operates on the same basis, but for<br>
financial members only.<br>
<br>
______________________________<wbr>_________________<br>
Osia-members mailing list<br>
<a href="mailto:Osia-members@lists.osia.com.au" target="_blank">Osia-members@lists.osia.com.au</a><br>
<a href="https://lists.osia.com.au/listinfo/osia-members" rel="noreferrer" target="_blank">https://lists.osia.com.au/list<wbr>info/osia-members</a><br>
</blockquote>
<br></div></div><span class="HOEnZb"><font color="#888888">
-- <br>
Cameron Shorter<br>
Technology Demystifier, Learnosity<br>
Open Technologies Consultant<br>
<br>
M <a href="tel:%2B61%20%280%29%20419%20142%20254" value="+61419142254" target="_blank">+61 (0) 419 142 254</a></font></span><div class="HOEnZb"><div class="h5"><br>
<br>
______________________________<wbr>_________________<br>
Osia-members mailing list<br>
<a href="mailto:Osia-members@lists.osia.com.au" target="_blank">Osia-members@lists.osia.com.au</a><br>
<a href="https://lists.osia.com.au/listinfo/osia-members" rel="noreferrer" target="_blank">https://lists.osia.com.au/list<wbr>info/osia-members</a><br>
</div></div></blockquote></div><br><br clear="all"><div><br></div>-- <br><div class="gmail_signature" data-smartmail="gmail_signature"><div dir="ltr"><div><div dir="ltr"><div>Coherent Software Australia Pty Ltd<br>PO Box 2773<br>Cheltenham Vic 3192</div><div>Australia</div><div><br>Phone: +61 3 9585 6788<br>Web: <a href="http://www.coherentsoftware.com.au/" target="_blank">http://www.coherentsoftware.com.au/</a><br>Email: <a href="mailto:info@coherentsoftware.com.au" target="_blank">info@coherentsoftware.com.au</a><br></div></div></div></div></div>
</div>