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

Fri Jan 5 10:18:52 AEDT 2018

Hi Cameron,

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.

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?

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.

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.

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.

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.

Cheers

Paul Foxworthy

On 5 January 2018 at 06:35, Cameron Shorter <cameron.shorter at gmail.com>
wrote:

> 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.
>>
>> _______________________________________________
>> Osia-members mailing list
>> 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
>
>
> _______________________________________________
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> Osia-members at lists.osia.com.au
> https://lists.osia.com.au/listinfo/osia-members
>

-- 
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