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<p>Paul, comments inline:<br>
</p>
<div class="moz-cite-prefix">On 5/1/18 12:08 pm, Paul Foxworthy
wrote:<br>
</div>
<blockquote type="cite"
cite="mid:CANAbSLwD_LE2Z_koZN+Wh10GxOtU0Y-yyZs_EvZmg-hYb_VnNQ@mail.gmail.com">
<div>As one of the more active OSIA members who hasn't taken a
turn on the board AFAIK, would you consider having a go this
year?</div>
</blockquote>
Paul, thanks for the invitation, but I'm going to politely decline.<br>
Yes I'm quite vocal about Open Source, and in my previous role was a
Geospatial Open Source Business Development Manager / Consultant.
However, I've just switched jobs (to technical writer / technology
demystifyer for a non-open source company). So I'm using that as an
excuse not to sign myself up.<br>
The real reason for not accepting is that I'm not ready to commit
the time required, as I'm wanting to tackle a few other Open Source
projects - in particular writing about how to be more effective at
Open Government. There is some overlap here, and I'd be happy to
co-author content with others as needed and where there is overlap.<br>
<br>
<blockquote type="cite"
cite="mid:CANAbSLwD_LE2Z_koZN+Wh10GxOtU0Y-yyZs_EvZmg-hYb_VnNQ@mail.gmail.com">
<div><br>
</div>
<div>Does the Oz chapter of OSGF handle money, or is it the parent
body (which I notice is an incorporated not-for-profit in the US
:-)?</div>
</blockquote>
The Australia/New Zealand chapter of the OSGeo foundation has
conveniently side stepped the handling of money - using the
international OSGeo foundation on the odd occasion when money
handling was required. <br>
<br>
<div class="moz-cite-prefix">On 5/1/18 10:18 am, Paul Foxworthy
wrote:<br>
</div>
<blockquote type="cite"
cite="mid:CANAbSLxLS56uqXKbGmiFMLsr4oQnQsZdpu76RLK3e2m_-=mj5A@mail.gmail.com">
<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"
moz-do-not-send="true">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"
moz-do-not-send="true">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" moz-do-not-send="true">Osia-members@lists.osia.com.au</a><br>
<a
href="https://lists.osia.com.au/listinfo/osia-members"
rel="noreferrer" target="_blank"
moz-do-not-send="true">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"
moz-do-not-send="true">+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" moz-do-not-send="true">Osia-members@lists.osia.com.au</a><br>
<a
href="https://lists.osia.com.au/listinfo/osia-members"
rel="noreferrer" target="_blank"
moz-do-not-send="true">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" moz-do-not-send="true">http://www.coherentsoftware.com.au/</a><br>
Email: <a href="mailto:info@coherentsoftware.com.au"
target="_blank" moz-do-not-send="true">info@coherentsoftware.com.au</a><br>
</div>
</div>
</div>
</div>
</div>
</div>
</blockquote>
<br>
<pre class="moz-signature" cols="72">--
Cameron Shorter
Technology Demystifier, Learnosity
Open Technologies Consultant
M +61 (0) 419 142 254</pre>
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