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

[Cameron Shorter]

Jack,

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?"

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).
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.

Warm regards, Cameron


On 31/12/17 4:24 pm, Jack Burton wrote:
> 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.
>
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> Osia-members at lists.osia.com.au
> https://lists.osia.com.au/listinfo/osia-members

-- 
Cameron Shorter
Technology Demystifier, Learnosity
Open Technologies Consultant

M +61 (0) 419 142 254