[Osia-members] [URGENT] call for nominations now open

Jack Burton jack at saosce.com.au
Sun Nov 4 14:53:15 AEDT 2018

Afternoon, all.

The call for nominations for directors for the 2019 board term is now
open -- see attached nomination form -- and will close on Fri 9 Nov
(*this* Friday).

In relation to the call for nominations, the 2018 board are keen to
bring the below to the attention of all members:


OSIA's recovery from the crisis of 2017 has gone ahead in leaps &
bounds -- with the interim board having addressed the grave governance,
compliance & risk issues it inherited and the 2018 board having rebuilt
OSIA's standing in the core area of public policy advocacy.

Much remains to be done however, principally in three areas:

* maintaining OSIA's good public policy work at the same high standard;

* leveraging those runs on the board to grow OSIA's membership &
  sponsorship; and

* using the funds generated by membership/sponsorship to develop and
  launch useful member services.

In addition, substantial work is required on OSIA's infrastructure and
administrative processes, in order to facilitate all of the above.

Currently, the main issue facing OSIA is a lack of manpower.

For OSIA to achieve the desired results, it will need a strong, capable
and highly motivated board in 2019.

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.

If you are passionate about what OSIA does and have the time,
capability and motivation to serve on the OSIA board, please respond to
the call for nominations.

Although not strictly required in order to lodge a nomination, we
recommend that candidates include with their nomination forms a brief
(1 to 4 paragraphs) statement of where they would like to take OSIA in

Such statements will help members to cast informed votes in the
election to be held at the 2018 AGM.

The call for nominations closes at 5pm Eastern Summer Time (4:30pm
Central Summer Time, 4pm Eastern Standard Time, 3:30pm Central Standard
Time; 2pm Western Standard Time) *this* Friday (9 Nov 2018).

The board apologises for the short length of this year's call for
nominations. It was necessary in order to ensure that: (a) prospective
candidates had an opportunity to scrutinise the annual report before
nominating; and (b) the AGM could still be held on 30 Nov as planned.


Q1. Why are you asking the question "where would you like to take OSIA
in 2019?"?

We feel it is very important that decisions about who serves on OSIA's
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

Q2. Do I have to include a platform statement with my nomination?

No. But please think seriously about it. Members are more likely to
cast ballots in your favour if you tell them what you're standing for.

Q3. When do the new board take office?

Directors take office from the day of the AGM and under OSIA's
Constitution must retire at the the AGM, but remain eligible for

Q4. Who is eligible to be nominated?

Everybody is eligible. You do not need to be a financial member (or
even a member at all) to be nominated or elected 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.

Q5. Do I need the backing of my company to nominate?

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.

Furthemore, if your company is a member and you have the backing of
your company, your company can nominate you -- then you only need to
find a seconder.

Q6. Who can nominate me and second my nomination?
Each candidate must be nominated by a financial member of OSIA and the
nomination must be seconded by another financial member of OSIA.

If you are personally a financial member of OSIA, or if you are the
authorised representative of a company which is a financial member of
OSIA, you can nominate yourself. Otherwise, you will need to find
another financial member to nominate you.

Either way, you will need to find another financial member to second
your nomination.

Q7. When do members need to be financial to nominate/second me?

The nominating member and the seconding member must both be financial
as at the day of which the call for nominations closes (9 Nov 2018).

If you want to nominate or second a candidate but are not
currently a financial member, you will need to join OSIA (or
renew your membership if lapsed) by 9 Nov 2018 at the latest. To
do so, contact secretary at osia.com.au with your details and request a
membership invoice (or, if you received a FY2018/19 membership renewal
invoice but have not yet paid it, just pay it).

Q8. I am not an Australian citizen. Can I still be nominated?

Yes. There are no citizenship requirements.

Q9. I live in a remote area. Can I still be nominated?

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

Q10. Who is eligible to vote in the election?

To vote in the election a member must be financial as at the date of
the AGM or be less than one month in arrears.

FY2018/19 renewal invoices all fell due on 30 Sep 2018, so in order to
cast a vote at the 2018 AGM, continuing members *must* have paid their
renewal invoice prior to the AGM.

Q11. I am not a financial member. How can I vote?

Join OSIA first. For those whose membership lapsed in the last 2 years,
simply pay your renewal invoice (or if you did not receive one, contact
secretary at osia.com.au & ask for one). For those who have never been
members or whose membership lapsed more than 2 years ago, mail
secretary at osia.com.au indicating you wish to join and request a
membership invoice.

Q12. 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.

Q13. How much work is required of a director?

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

Q14. How do we choose a chairman, deputy chairman & company secretary?

We don't.

At its first meeting, the new (2019) board will elect one of their own
as chairman, and if they so choose another one of their own as deputy

Company secretaries are not subject to election -- they serve at the
pleasure of the directors and can be removed/replaced whenever the
directors see fit.

Q15. What will become of the 2018 board?

Under OSIA's Constitution, all directors must retire at the AGM.
However, directors are eligible to nominate for re-election if they so

The Company Secretary will continue in his role until at least the
first board meeting of the new term. Thereafter the directors may
remove/replace him if & when they see fit to do so.

Q16. Why does the call for nominations close 21 days before the AGM?

Financial members who will not be attending the AGM in person need
to able to instruct their proxies on how to vote. The proxy form
(and the AGM agenda) must contain a list of candidates for
election and we are required to issue to agenda & proxy form 21
days in advance of the AGM.

Q17. I don't want to nominate myself or anyone else, or I haven't
decided yet, but I have a comment or question on the process itself or
on what I think OSIA needs in 2019. 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.

However, if you have a strong opinion on what you think OSIA needs in
the coming year however and you have both the capability and
the motivation to do something about it, we encourage you to consider
nominating for election as a director.
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