Re: [activities] Re: [SLUG] Motion to be put at the AGM: Wind up SLUG

On Tue, Mar 1, 2011 at 12:11 PM, Marghanita da Cruz
<[email protected]> wrote:
> Hello James,
>
> I like Martin am not sure what the benefits or
> disadvantages are of joining Linux Australia. For my 6 or so
> years of involvement with SLUG I have been happy to be a
> financial member and cough up my $25. If this covers the
> public liability insurance that is necessary to indemnify
> the office bearers, run the meetings and mailing lists, then
> so be it.

The hosting of the website/mailing lists is currently provided by
sponsors, no expense there.

The hosting of the meetings is currently provided by sponsors also, no
expenses there either.

When we have had pizza at meetings, it has been self-funded by the
people partaking in the pizza - no expense there either (in fact, we
usually made a few dollars profit)

The insurance is the only expense we currently have. Our membership
fees are only just barely covering that expense.

>
> A couple of questions:
> What is the individual membership fee to join Linux Australia?

$0

> Will sub-committee members need to be financial members of LA?

Yes; but as the membership fee is $0, this does not impose much of a burden.

>
> I gather there are current $800/25=32 financial members of SLUG.
>
> With regard to winding up SLUG -  practically if the motion
> can be put to an extraordinary meeting (EGM) prior to the
> AGM at which financial members can vote - then there isn't
> the issue of signing up people to an organisation which may
> ceases to exist an hour later (which sounds a little like branch
> stacking).

I like your thinking.

We would still need to have an AGM and hold elections; and existing
memberships would still expire when the AGM starts; but the committee
could have a meeting in between the AGM and EGM and choose to vary the
membership fee, depending on the outcome of the EGM.

Anyone who is not yet a financial member but would like to vote at the
EGM can sign up (and pay their $25/$25) immediately before the EGM.

>
> With regard to the proxy form, for the AGM or EGM, it should
> allow those assigning their proxies to choose who to assign
> their proxy to and the option to instruct their proxy how to
> vote on individual motions. Noting that the people voting
> need to be financial at the time of the AGM. See sample proxy
> form here:
> <http://wiki.slug.org.au/activeconstitution>
>
> The department of fair trading provides plain english advice
> on running and winding up associations.
> <http://www.fairtrading.nsw.gov.au/Cooperatives_and_associations/Associations/Incorporated_associations.html>
> <http://www.fairtrading.nsw.gov.au/Cooperatives_and_associations/Associations/Statutory_and_reporting_obligations.html>
>
>> Form A8 - Application for voluntary cancellation of registration of an
>> association
>> This form is used to apply for the cancellation of the registration of an
>> incorporated association. The association must pass a special resolution
>> approving the application. At the time the application is made the
>> association must not have any outstanding liabilities.
>
> <http://www.fairtrading.nsw.gov.au/About_us/Forms/Associations_forms.html#Form_A8__Application_for_voluntary_cancellation_of_registration_of_an_association>
>
>> Changes to associations legislation
>> The new Associations Incorporation Act 2009 and Associations Incorporation
>> Regulation 2010 commenced on 1 July 2010.
>> The reforms will help more than 35,000 associations across the state
>> operate more effectively and make it easier to manage their affairs.
>
> <http://www.fairtrading.nsw.gov.au/Cooperatives_and_associations/Associations/Associations_legislation/Changes_to_associations_legislation.html>
>
> Perhaps what we are talking about is amalgamation
>>
>> Amalgamation combines two or more incorporated associations, including
>> their assets and liabilities, to form one incorporated association.
>> Any two or more associations incorporated in New South Wales may apply to
>> be amalgamated under the Associations Incorporation Act 2009.
>> The new amalgamated association:
>>
>>    * becomes the registered entity
>>    * takes on the liabilities of the individual associations
>>    * assumes the assets of the individual associations
>>    * takes on the rights and responsibilities of the individual
>> associations
>>    * takes on any pending proceedings against the individual associations
>>
>> Members of the individual associations then become members of the new
>> association.
>
> ...
> <http://www.fairtrading.nsw.gov.au/Cooperatives_and_associations/Associations/Amalgamation.html>

Amalgamation requires that both associations pass special resolutions
at general meetings; winding up only requires that we pass a special
resolution.

Aside from that, there doesn't seem to be a great deal of difference
between the two approaches.

>
> Marghanita
> James Polley wrote:
>>
>> On Mon, Feb 28, 2011 at 7:42 PM, Mary Gardiner <[email protected]> wrote:
>>>
>>> On Mon, Feb 28, 2011, James Polley wrote:
>>>>
>>>> I?ve drafted the motion I?d like to put at the AGM onto the wiki
>>>> (http://wiki.slug.org.au/windup). The final wording needs to be
>>>> announced 21 days before the AGM, so please submit any feedback you
>>>> have in the next few days.
>>>
>>> A couple of things:
>>>
>>> Proxies
>>> -------
>>>
>>> It seems that this is a motion where many people (myself included) may
>>> wish to
>>> have a proxy vote on on their behalf, and it would be good if the
>>> returning
>>> officer could take real care with the count, including any proxy votes
>>> held.
>>>
>>> Membership fees
>>> ---------------
>>>
>>> """
>>> In accordance with the Associations Incorporation Act 2009 section 65, I
>>> move
>>> that all surplus property be donated to Linux Australia, to be used by
>>> them to
>>> support the open source community in the Sydney area.
>>> """
>>>
>>> If I understand correctly, what this means is this:
>>>  (1) the people wishing to vote will need to pay $25 in order to be
>>> financial
>>>    for the entirety of 2011
>>>  (2) assuming the motion passes, the organisation they paid $25 to join
>>>    (support) for an entire year will shortly be wound up
>>
>> That's correct. I do think that this is a bit ludicrous, but I think
>> that asking LA to keep the funds for use locally means that they'll
>> still be used to support the local community - except that where
>> before they would only have been used to pay insurance, they will now
>> be freed up for other uses.
>>
>> On the other hand, I can't think offhand of any other uses; we've
>> certainly not had a problem with expenses over the last few years, so
>> maybe the funds could be better used by LA elsewhere
>>
>> I've updated my draft motions at http://wiki.slug.org.au/windup to be
>> more clear that each major bullet point is a separate motion. I've
>> also split the part that would request that LA use the funds locally
>> within Sydney into a separate motion, so that that part could be
>> considered separately.
>>
>>> I don't know if it is legally appropriate, and it might not be
>>> financially
>>> viable if SLUG has to renew its insurance one more time (I don't recall
>>> when
>>> your renewal date is), but perhaps this clause of the motion could be
>>> amended
>>> to state that the balance of people's 2011 membership fees will be
>>> refunded pro
>>> rata at the wind up of the organisation, or similar? At least on request?
>>> It
>>> may be that for various reasons people do not want to pay $25 to join
>>> SLUG and
>>> then have most of it eventually donated to Linux Australia. (Especially,
>>> but
>>> not only, if they are paying $25 primarily to vote against the motion.)
>>
>> The insurance date is in the second half of the year iirc, so not a
>> concern as long as we wind up before then.
>>
>> I don't believe we could refund membership money. Section 65 of the
>> act
>> (http://www.austlii.edu.au/au/legis/nsw/consol_act/aia2009307/s65.html)
>> says that:
>>
>>> Any such distribution of surplus property:
>>> (a) must be approved by the Director-General, and
>>> (b) is not to be made to or for the benefit of:
>>> (i) any member or former member of the association,
>>
>> I think that refunding members would be "for the benefit of" a
>> member/former member of the association.
>>
>>> An alternative might be radically lowering the membership fee for 2011,
>>> to,
>>> say, $1 or so, or even making it free. I *think* the constitution allows
>>> for
>>> this although your AGM notice has already stated a higher amount so also
>>> perhaps not. This has merits for making this vote about SLUG's future
>>> more
>>> accessible to the entire community, but probably isn't viable: if the
>>> motion
>>> fails, I assume SLUG can't pay its 2011 insurance premium without those
>>> membership fees.
>>
>> Correct on all points. The constitution allows for the committee to
>> vary the fee at will. I believe that membership fees last year
>> actually feel slightly short of covering the insurance premium.
>>
>> I don't feel that $25 ($15 for students) is much of a burden. The
>> money will either go towards insurance fees; or be used by LA to
>> support the local community, so I don't personally feel that it would
>> be wasted either way.
>>
>> However, if there cases where someone is genuinely unable to afford
>> the fee but does have a strong interest in voting, I'd be willing (I
>> can't speak for the rest of the committee; and they would need to
>> formally vote on such an action) to waive the fee in their case.
>>
>>> -Mary
>>> --
>>> SLUG Activities
>>> Subscription info and FAQs: http://slug.org.au/faq/mailinglists.html
>>>
>
>
> --
> Marghanita da Cruz
> http://ramin.com.au
> Tel: 0414-869202
>
>
>
>
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-- 
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