[Osia-members] Notice of Special General Meeting

Jack Burton jack at saosce.com.au
Thu Jan 4 13:32:30 AEDT 2018


A Special General Meeting of Open Source Industry Australia Limited
will be held on Thursday 25 January 2018, commencing at 5:30 pm. Please
find the Notice of Meeting, agenda, papers & proxy form attached to
this message.

The meeting will be held at UTS, Sydney in conjunction with the 2018
Linux.conf.au.

After the SGM, all those present will be welcome to join the board for
drinks and/or dinner somewhere local. It will be a good evening --
please do come along and support your industry body.

As this meeting is quite unusual in its nature, there are a few
questions the board anticipates members might want to ask, so we've
answered them in the FAQ below.

Regards,


--
Jack Burton FACS CP <jack at saosce.com.au>
Company Secretary, Open Source Industry Australia Ltd


FAQ
---


1. Why have I received this notice twice (or even three times)?

This notice has been sent out by email to the osia at members@ and
osia-fin@ lists *and* by post to the addresses we have on file for all
financial members.

We have done that because we felt we needed to be *completely* certain
that there would not be any repetition of the issues that were
experienced around delivery of the 2017 Notice of AGM.

If you receive a copy by post but not by email, you should check your
list subscriptions here:
https://lists.osia.com.au/listinfo

If you receive a copy by email but not by post (within the bounds of
standard postal delivery times), either the address we have on file for
you is out of date (in which case you should send mail to
secretary at osia.com.au with your change of address details) or your
financial membership has lapsed -- in which case you should renew it
here:
http://www.osia.com.au/drupal7/join-now


2. The 2017 AGM instructed the interim company secretary to convene this
SGM with a motion to wind up on the agenda. Why is there no such motion
on the agenda?

A motion to wind up the company is considered special business, so the
members cannot waive the requirement of 21 days notice of such a
meeting. That means that today is the last possible day on which we
could send out the Notice of SGM, in order to be able to hold the SGM at
LCA2018 (and avoid holding it on Australia Day).

In order to put a motion to wind up on the agenda, by law the directors
are required to sign & lodge a Form 530 with ASIC *before* sending out
the Notice of SGM. On that form the directors must make certain
declarations about the financial status of the company.

In order to make those declarations, obviously the directors need to
have up to date, trustworthy financial information at their disposal
first.

If the interim board had been given access to OSIA's bank accounts and
paypal account, together with complete accounting records, within a
reasonable time after the 2017 AGM, that would have been quite simple
to achieve.

However, we did not get access to OSIA's bank & paypal accounts until
an entire month after the AGM (last Thursday!) and some of the more
detailed transaction-level records have still not been handed over.

That left us sufficient time to reconstruct & endorse 2016/17
financials (for the revised annual report), but not enough time to
address 2017/18 YTD financials (for a Form 530) as well.

So there will be no motion to wind up at this SGM.

However, if a sufficient number of responses to the call for EoIs is not
received, such a motion still will be required -- at yet another SGM.


3. I am a financial member, but I didn't receive the Notice of 2017 AGM.
Before I vote on adopting the revised 2016/17 annual report, I'd like to
compare it to the original one that the 2017 AGM rejected. Where can I
find that version?

The 2017 Notice of AGM is available in the list archives here:
https://lists.osia.com.au/pipermail/osia-members/Week-of-Mon-20171106/000287.html

Download the attachment and extract from it the file named
"osia-annual-report-2017.odt". Despite what the ".zip" filename
extension might suggest, it's actually a tarball. If your version of
tar(1) balks on the odd file name, try this instead:

  gzip -dc <attachment-0001.zip | tar xf - osia-annual-report-2017.odt


4. The agenda doesn't mention the informal poll and there's no place to
vote on it on the proxy form. Why not?

That's because the informal poll is *informal* -- it's not a substantive
item of business. But rest assured it will be held (under General
Business).


5. I can't attend the SGM in person. How can I cast a ballot in the
informal poll?

Lodge a proxy form in the usual manner first. Then simply *tell* your
proxy who you'd like him or her to cast your ballot in favour of /
against in the informal poll.


6. Why was there no formal call for nominations?

An SGM is not an AGM. We are not required to issue a call for
nominations in advance unless there is going to be a formal election at
the SGM. The board has decided to use this EoI / informal poll process
instead, for the reasons outlined in this post:
https://lists.osia.com.au/pipermail/osia-members/Week-of-Mon-20171225/000310.html


7. I changed my email address and forgot to update it on the listserv,
so I missed the call for expressions of interest. How can I lodge an
EoI?

The call for expressions of interest is archived here:
https://lists.osia.com.au/pipermail/osia-members/Week-of-Mon-20171225/000310.html


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