[Osia-members] Call for expressions of interest to serve on the board of OSIA

[Jack Burton]

OSIA's board currently has 5 casual vacancies for directors. As two of
the current directors (including the company secretary) both intend to
step down at the end of January, by then the board will have 7 casual
vacancies for directors, plus one for a company secretary.

The board now calls for expressions of interest from anyone willing and
able to serve (from late January until the 2018 AGM) in those roles.

Serving on the board is a responsibility but it is also a privilege --
a unique opportunity to take a direct hand in shaping the future of
your industry body, and by implication to a certain extent the future
of the industry itself.

The role of every board involves matters of governance, compliance,
risk management and strategy.

As OSIA is a small organisation, with no employees, its board also
doubles as an executive committee, responsible for management and in
some cases even operations.

OSIA's principal purpose is to influence governments on matters of
public policy directly relevant to the Australian FOSS industry.

That includes matters such as:
* Government ICT procurement policy & practice;
* Domestic law reform (mostly copyright & patent law);
* International treaties & trade;
* Government/citizen & government/business interface initiatives,
  including the role of open standards & FOSS as well as privacy
  and security implications for citizens & businesses; and
* Economic & industry development policy.

OSIA also pursues initiatives to connect Australian open source
businesses to each other, to potential clients and to the broader
community.

If you are passionate about any of those matters and have the time,
capability and motivation to serve on the OSIA board, please respond to
this call.

If no new board members are found, sadly we will need to wind up OSIA.

To express your interest in serving on the 2018 board, simply reply to
this list post with:

1. Your name (if your From address doesn't make that obvious)

2. Your business name (or, if you don't represent a business with
   a name, either "self-employed" or "individual").

3. Which State or Territory you live in.

4. One or two brief paragraphs on where you'd like to take OSIA.

The call for expressions of interest opens now and will close at 5:45pm
Eastern Summer time (5:15pm Central Summer Time, 4:45pm Eastern
Standard Time, 2:45pm Western Standard Time) on 23 January 2018.


FAQ
---

Q1. Why is this an EoI instead of a regular call for nominations?

In the lead-up to an AGM, a call for nominations is required; in the
lead-up to an SGM, it is optional. On this occasion, the board have
opted to use an informal EoI process instead for three reasons:

* A formal call for nominations would have had to close 21 days
  before the SGM (i.e. most likely on 3 Jan). We wanted to provide
  more time than that, to ensure that we get the best and biggest
  crop of candidates possible.

* We wanted to be able to ask the question "where would you like to
  take OSIA in 2018?" and there's no provision for that sort of thing
  in the formal call for nominations process.

* We want the new board to take office in late January, even if the SGM
  is inquorate, or gets stymied for some other reason.


Q2. Why are you asking the question "where would you like to take OSIA
in 2018?"?

We are at a pivotal moment in OSIA's history, as a result of which we
feel it is very important that decisions about who serves on the 2018
board should be made solely on the basis of policy platforms, not on
the basis of personalities. Of course we cannot control how members
decide to cast their ballots, but we can at least ask for enough
information for members to be able to make a sensible, informed
decision.


Q3. I want to lodge an EoI but I don't want to answer Question 4. Do I
have to?

No. But think very hard about it. Members are unlikely to cast ballots
in your favour if you do not tell them what you're standing for (as
that would be rather like signing a blank cheque).


Q4. How & when do the new board take office?

The interim board will appoint the new directors at the beginning of
the first board meeting of the new term, which will be held in Sydney
on Saturday 27 January. Immediately afterwards, outgoing director(s)
from the interim board will resign as directors. The new board will
then choose & appoint a company secretary, after which the interim
company secretary will resign as a secretary.


Q5. So the interim board, rather than the members, will choose the new
board? That sounds rather anti-democratic!

Yes, we think so too. So under General Business at the SGM, we will
conduct an informal poll of the members regarding the suitability of
each candidate. Your interim board promises to act in accordance with
the results of that poll. The interim board will only make that
decision for itself if there are more candidates than vacancies *and*
there is a tie in the informal poll.


Q6. If the poll is only informal, how do members who cannot attend the
SGM in person get a say?

Members who cannot attend the January SGM in person should appoint a
proxy, who can cast a ballot on your behalf in the poll. A poll, by
definition, is done on paper (not by a show of hands), so proxies
*will* be counted. There will *not* be a space on the proxy form for
the informal poll, because it is not a substantive item of business and
because the proxy form needs to be distributed to all members before we
will know who all the candidates will be. Instead, you should advise
your proxy ahead of time how you would like him or her to vote on your
behalf in the informal poll.


Q7. How can I trust my proxy to vote the right way?

If you don't trust someone, don't appoint him or her as your proxy.
Instead, appoint someone who you do trust.


Q8. Who is eligible to lodge an expression of interest?

Everybody is eligible. You do not need to be a financial member (or
even a member at all) to lodge an expression of interest or to be
appointed to the board. However, it would seem reasonable for members
to expect that anyone appointed as a director would join (or would get
his or her company to join) shortly thereafter. It would also seem
reasonable that, in order to represent the Australian FOSS industry
effectively, you should work in, or at the very least have worked
recently in, the Australian FOSS industry. Note also that OSIA is a
public company. Therefore at least two of the directors (and the
company secretary) must be Australian residents.


Q9. Do I need the backing of my company to lodge an EoI?

No. Directors are individuals, not companies. However, if you are
appointed to the board and you do not have the backing of your company,
you will need to discharge your duties as a director on your own time.


Q10. I am not an Australian citizen. Can I still lodge an EoI?

Yes. There are no citizenship requirements.


Q11. I live in a remote area. Can I still lodge an EoI?

Yes. But note that to serve on the board effectively you will need
reliable telephone and Internet access.


Q12. Who is eligible to cast a ballot in the informal poll?

Financial members only. The following are financial members: anyone who
has joined OSIA since 1 May 2016 and has not since resigned; all
members who paid their 2016/17 renewal invoices (which were issued in
June 2016) and have not since resigned; and those members who paid
their 2015/16 renewals *twice* (once on invoice; and once by automatic
paypal transaction that had not yet been cancelled) and have not since
resigned.


Q13. I am not a financial member. How do I get to cast a ballot?

Fill in & submit the form at http://www.osia.com.au/drupal7/join-now
then make the appropriate payment before 5pm Eastern Summer Time at
least *three* days before the January SGM. The interim board will meet
briefly one day before the SGM (the extra two days above is to allow
time for your bank transfer to clear) to approve new membership
applications, so you will be financial by the time of the SGM. If you
intend to vote by proxy, note that the deadline for lodging proxies is
48 hours before the start of the SGM.


Q14. What are the duties of a board member?

There is consensus among leading Australian scholars in the field of
corporate governance that the three most important duties of a director
are the duties of honesty, of competence and of diligence. Honesty
should be self-explanatory. Diligence is a combination of due care and
good old-fashioned hard work. Competence means competence as a director
-- it does *not* mean you need to be competent at everything that OSIA
might possibly do, but it does mean that you should only agree to take
on responsibility for things that you are competent to do.


Q15. How much work is required of a director or company secretary?

How long is a piece of string? What matters are results, not effort.
Every member of the board is expected to act in the best interests of
the company, which it would be reasonable to assume includes delivering
positive, measurable results consistently. How much work that takes is
entirely up to you. We each have our own approaches to getting things
done.


Q16. How do we choose a chairman and/or a deputy chairman?

We don't. At its first meeting, the new (2018) board will elect one of
their own as chairman, and if they so choose another one of their own
as deputy chairman.


Q17. How will the informal poll work?

At the SGM, you will be given one ballot paper for each vote you hold.
The ballot papers will have boxes to vote IN FAVOUR of or AGAINST each
candidate. You will also be given a separate paper which will list the
platform statements of all candidates. Blank ballot papers for
financial members who are not present in person, by authorised rep or
by proxy will be destroyed in clear view of those present before the
poll commences. Completed ballot papers will be placed in a hat. The
meeting will then adjourn while the interim company secretary shuffles
then tallies the ballots. To ensure transparency, any financial member
present in person who wants to may scrutinise the process. Once the
tally is complete, the meeting will reconvene, the interim company
secretary will announce the results then hand the meeting back to the
chairman. The results will be in the form of a tally for each
candidate: the number of IN FAVOUR votes cast minus the number of
AGAINST votes cast. Abstentions, spoiled ballots, etc. will not affect
the tally.


Q18. What will become of the interim board?

Mr Pendashteh intends to continue serving on the new board. Mr Skeoch &
Mr Burton intend to resign as directors as soon as the new directors
have been appointed. Mr Burton intends to resign as a company secretary
as soon as the new company secretary has been appointed. Mr Skeoch's &
Mr Burton's companies intend to remain active members of OSIA.


Q19. Why does the call for EoIs close 24 hours before the SGM?

Financial members who will not be attending the SGM in person need
sufficient time to instruct their proxies on how to cast ballots on
their behalf in the informal poll. Also, the interim company secretary
needs time to prepare the ballot papers before coming to the SGM.


Q20. I don't want to lodge an EoI, or I haven't decided yet, but I have
a comment or question on the process. Can I still reply to this list
post?

Yes, of course you can. osia-members@ is a free and open list, where
everyone is free to express his or her opinion about any genuine,
on-topic matter. osia-fin@ operates on the same basis, but for
financial members only.