[Osia-members] Deadline for lodging EoIs extended until Wednesday 5:30pm Sydney time

[Jack Burton]

Afternoon all.

The original call for expressions of interest in serving on the OSIA
board (see below) stated that it closed at 5:45pm (Sydney time) on 23
Jan (tomorrow).

The interim board has decided to extend the deadline for lodging EoIs
until 5:30pm (Sydney time) on 24 Jan (this Wednesday) -- i.e. 24hrs
before the start of the SGM.

So as of now there's roughly 48 hours left to get your EoIs in.

Note however that the deadline for lodging *proxy forms* for the SGM
(as opposed to lodging EoIs) remains at 48hrs before the start of the
meeting -- i.e. 5:30pm Sydney time *tomorrow* (Tuesday).

Regards,


Jack Burton
<jack at saosce.com.au>


-------- Forwarded Message --------
> From: Jack Burton <jack at saosce.com.au>
> To: osia-members at lists.osia.com.au
> Cc: osia-fin at lists.osia.com.au
> Subject: [Osia-members] Call for expressions of interest to serve on
> the board of OSIA
> Date: Sun, 31 Dec 2017 15:54:51 +1030
> 
> 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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