[Osia-members] Outcomes of the 2017 AGM

[Jack Burton]

Morning all.

Please note that these are *not* minutes of the meeting -- draft
minutes will be distributed with the Notice of SGM (see below) in due
course.

However, last night's AGM was a highly significant meeting for OSIA, so
I felt it was necessary to inform all members of what happened --
and what will happen next -- as soon as possible.

These are my own comments and do not form any part of the official
record. If I have erred in my recollection, naturally I'd invite anyone
else who was present in person at the AGM to correct me on-list.

Firstly, in order to offset the effects of the serious issues around
delivery of the Notice of AGM to some members, it was agreed that late
proxies would be accepted. It was noted that most financial members
were either present themselves or had been in direct contact with one
or other of those present at the meeting during the course of
yesterday. Those who wanted to be represented at the AGM were present,
either in person, by authorised representative or by proxy. It was felt
that this approach was preferable to an adjournment, particularly given
the time of year (with Christmas rapidly approaching) and given the
gravity & urgency of the issues facing OSIA.

In brief:

* the meeting elected Paul Foxworthy (Coherent Software, Vic.) as its
  chairman and Nick Moore (Mnemote, Vic.) kindly agreed to act as minute
  secretary;

* the minutes of the 2016 AGM were accepted;

* the annual report was rejected, on the basis of numerous errors and
  omissions. Processes have been agreed to rectify those and a revised
  annual report will be tabled for consideration at an SGM (see below).

* during that item, Mr Jitnah resigned as company secretary and
  withdrew his nomination for the 2017/18 board;

* in line with the recommendation of the 2016/17 board (and in line
  with custom at at least the 7 other most recent AGMs), it was resolved
  not to appoint an auditor.

* there was a brief discussion of the results achieved during the term
  just ended and of the direction OSIA needed to take to restore
  confidence, credibility & relevance in the marketplace, with respect
  to its core mission (influencing public policy relevant to the
  Australian free & open source software industry).

* during that discussion, Mr Jones also withdrew his nomination for
  the 2017/18 board.

* as no candidates remained, no election was held.

* the motion to amend OSIA's constitution was discussed, put and
  defeated. However, those present were keen to point out that the
  decision was made on the basis of the specific wording of the
  proposed amendment and on the basis of the timing of the proposal
  (right in the middle of a constitutional crisis) only: there was
  clearly broad support for the *intent* behind the proposal.

* the general feeling after that item was that:
  - constitutional change *should* be revisited, but only after the
    current constitutional crisis had been averted and after the
    organisation had re-established itself as credible, relevant and
    successful;
  - the new amendment should be recast in terms that would also reflect
    the OSIA board's additional role as an executive committee
    (necessary in the absence of any full-time staff) and that would
    not have the potential to offend or alienate sections of the
    membership; and
  - the new amendment must also address the two *substantive* issues
    with the constitution (as raised at the 2016 AGM), not just symbolic
    ones.

Under general business, the meeting addressed the constitutional crisis
that had arisen following the resignation of the company secretary and
the withdrawal of both nominations for director.

The chairman raised the possibility of calling for nominations from the
floor. This approach was decided against, on the basis that it was felt
highly important that *all* OSIA members (not just those present in
person at the AGM) should have the opportunity to be involved in the
process. In particular it was noted that OSIA is a national
organisation, whose board should reflect that fact; whereas all bar one
of those present in person at the AGM were from Victorian members.

Instead, it was resolved to convene a Special General Meeting, to be
held in Sydney in January -- no exact date was set, but it was
resolved to hold the meeting during the week of LCA [ideally at the
same venue], to maximise the number of members who would be able to
attend in person (since LCA is the most popular FOSS conference in
Australia, it is reasonable to assume that many OSIA members will be
there).

On the agenda of the SGM will be a motion to wind up the company.

It is important to note that *nobody* present at the AGM actually wanted
OSIA to be wound up.

But in the circumstances calling an SGM with such a motion was the only
responsible course of action available.

All of those present at the AGM expressed the hope that the motion to
wind up will be defeated, that other OSIA members will step up and
take on the board's mantle, and that with a substantial injection of
new blood, such a "rescue" board will lead OSIA back to -- and indeed
well beyond -- its former glory, much as happened previously following
the crisis of 2010.

Nevertheless, we all recognised that there is a risk that the motion to
dissolve might not be defeated. Whilst I cannot speak for everyone, my
view on this is quite simple: the risk is amply justified. I think it
would be a crying shame if OSIA were to be wound up; but I think it
would be far, far worse than that for the industry, if OSIA had been
left to flounder for a further 12 months without measurable, relevant
results.

At the end of the day, management of that risk lies in the hands of the
broader membership -- every single one of us. If sufficient members are
willing to commit to doing whatever it takes (within the bounds of
ethics and the law, of course) to succeed, OSIA will be rejuvenated and
will flourish once more; if not, OSIA will be no more. The choice is
ours as members -- and we have 7 weeks to make it.

To that end, a fresh, informal call for nominations (we cannot have a
formal one whilst a motion to dissolve is on the table) will be going
out in due course (probably next week).

In the meantime, the members in general meeting agreed to appoint an
interim company secretary, to serve only until the day of the SGM
(after which the new board will appoint their own company secretary,
assuming that the motion to wind up is defeated).

Whilst none of those present sought that role, we had to appoint
somebody. In the end, the meeting followed the old saying "if you want
something done, give it to a busy man" and that duty fell to yours
truly.

Before closing, there were formal votes of thanks to the two directors
who had retired at the meeting (Aimee Maree Forsstrom & Nick Moore) and
to the two directors who had resigned during the meeting (Daniel Jitnah
& Greg Jones), for their respective contributions to OSIA over the
years.

It is worth noting that, despite the necessary conflict inherent in a
meeting of this nature, in my view at least all those present at the
AGM were reasonably satisfied with the outcomes, and we parted on good
terms -- everyone shook hands and most of us then adjourned to a local
pub, where a variety of (mostly upbeat) conversations were had about
the future.

I'd like to thank all those present for taking a mature, reasoned &
professional approach to handling a very difficult situation and also
for choosing to place their trust in me as interim company secretary
over the next 7 weeks.

I'd like to assure all members that I take the responsibility of sole
stewardship of the company (even for such a short period) very
seriously indeed and will endeavour to ensure the smoothest possible
transition, both going into the interregnum now and when handing over
to the new board following the SGM.

I'd also like to encourage all members to start thinking about your
own personal vision for OSIA's future successes and what sort of a
role you personally will play in realising that vision.

Note that, unless there are substantial changes to my personal &
professional circumstances before then, I will *not* be nominating for
the 2017/18 board. All the other former directors who were present at
the AGM also indicated they would not be standing for election.

One of the newer members present [I won't name him before the call for
nominations has gone out], on the other hand did seem keen to take a
hands-on role in OSIA's recovery. I see that as an encouraging start
and hope to see many more follow suit by the time the SGM is upon us.

As always, osia-members@ remains an open list on which all members'
views and other relevant thoughts are always welcome -- in relation to
anything metioned above, or any other matter relevant to OSIA.

If members have questions or issues to raise that would normally go to
the board, feel free to contact me directly off-list too at any time. My
direct number is (08) 8121 3075 (won't be back there until Thursday
though) and my mobile phone is (04) 3828 7866.

But in the interests of transparency, given the risks inherent in
sole stewardship, for the next 7 weeks I would encourage members to
raise most non-confidential matters on-list in the first instance.

Regards,


--
Jack Burton FACS CP <jack at saosce.com.au>
Director, Saosce Pty Ltd
Company Secretary, Safecoms Cyber Security Pty Ltd
Company Secretary, Open Source Industry Australia Ltd