Saturday 21 January 2023, 2:35pm AEDT (UTC+11)
Video conference via Zoom.
Attendance record is available upon request.
0. Apologies
Josh Bartlett
Craige McWhirter
Hugh Blemmings
Russell Stuart – arrived 2:50pm, just in time to give his report.
Proxies:
Miles Goodhew for Hugh Blemmings
1. President’s welcome
MR JOEL ADDISON, President
2. Approval of the minutes from the previous Annual General Meeting – 2022
MOTION by MR JOEL ADDISON that the minutes of the Annual General Meeting 2022 of Linux Australia be accepted as complete and accurate.
The minutes are available at:
https://docs.google.com/document/d/1aK91S5O_G4eucM-3RRUThED5CYH1kx2PhnyNY8uT01A/edit?usp=sharing
Clinton Roy seconds the motion.
PROVISIONAL, NO PROXY:
24/24 voted
Yea 20 83%
Nay 0 0%
Abstain 4 17%
Motion has passed.
3. To receive the REPORTS of activities of the preceding year from OFFICE BEARERS
MR JOEL ADDISON – President
MR CLINTON ROY – Secretary
MR RUSSELL STUART – Treasurer
Includes presentation of the Auditor’s Report
Question from Miles to Clinton about notifications/emails. Clinton responds that it’s only one or two a day generally, but during times of great upset, it’s a lot of time to deal with complicated questions.
Question from Sae Ra to Russell, is LA going to be able to stick with the 6% LA tax, or are we going to have to raise it. Russell says it’s very hard, this year it was near 7%, and that is without the fairly expensive face-to-face; which is an important event for new council members. Russell would be in favour of raising it to keep such important activities happening.
Question from Katie about the election, the window was only nine days, was quorum achieved. Joel responds that the scrutineers report is at the end of the agenda. We don’t have a high quorum required, so it was easily achieved. End of voting date was earlier this year than when we ran AGM in person, but similar to last year. This was done to give Council time to prepare everything, especially for the returning officer. Joel apologises for not opening and advertising it earlier.
Question from Hamilton: Does Linux Australia still support OpenInfra Foundation? No one on council can remember any interactions this year, Joel will look into it.
Question from Hamilton: Will Linux.org.au Elections extension have [an] option to allow nominees to be emailed to accept nomination? That will be added to a list of things the council wants to update, including mail outs, and making the interface easier.
MOTION by RUSSELL STUART that the Auditor’s Report is a true statement of financial accounts. Seconded by Joel Addison.
26/26 voted
Yea 26 92%
Nay 0 0%
Abstain 2 8%
Motion is passed.
MOTION by JOEL ADDISON that the President’s report is correct. Seconded by Russell Stuart.
26/26 voted
Yea 23 88%
Nay 0 0%
Abstain 3 12%
Motion is passed.
MOTION by CLINTON ROY that the Secretary’s report is correct. Seconded by Jonathan Woithe.
26/26 voted
Yea 23 88%
Nay 0 0%
Abstain 3 12%
Motion is passed.
MOTION by RUSSELL STUART that the Treasurer’s report is correct. Seconded by Wil Brown.
26/26 voted
Yea 23 88%
Nay 0 0%
Abstain 3 12%
Motion is passed.
MOTION by JOEL ADDISON that the actions of Council during 2022 are endorsed by the membership. Seconded by Neill Cox.
24/26 voted
Yea 24 92%
Nay 0 0%
Abstain 2 8%
Motion is passed.
4. To CONSIDER items tabled in the call for agenda items
MOTION by Kathy Reid that the Linux Australia community endorse the actions of Council 2022 and thank them for their valued volunteer service. Sae Ra Germaine seconds the motion.
26/26 voted
Yea 22 85%
Nay 0 0%
Abstain 4 15%
Motion is passed.
MOTION by Craige McWhirter that after discussion of the merits of changing
titles from President / Vice President to Convenor / Co-Convenor that the
meeting chair tests the meeting for consensus that the suggested change is
worth including in the constitutional review, falling back to a vote if
consensus is blocked. Paul Wayper seconds the motion.
As mentioned in the motion, discussion on the merits of changing the name was opened.
Sae Ra comments that having certain role names in the organisation makes us look more professional. Wil comments that these role names are in the constitution, and would require a referendum to change. Jonathan comments that everyone knows what a president of an organisation is, but not a lot of people know what a convenor is, we should stick with the standard terms used elsewhere. Hamilton, used to be president of a musical society, easy to communicate with other entities with a well known role name. Kathy advocates against the motion, LA gives career experience to those that sit on council, and it looks better on the CV as the current role names that people understand, not as useful with the proposed role names. Steve thinks there are defined titles required by the corporations act, such as president, chair etc. and that even if this motion gets through, we might not be able to make such a change to the constitution. The original email with the motion and some motivations gets mentioned, wanting a flatter organisation, which is more in line with FLOSS organisations. Consensus was that a change in the titles is not desired.
A vote on the motion was then held, with people voting on whether they agree with changing the titles.
26/26 voted
Yea 1 4%
Nay 22 85%
Abstain 3 12%
Motion has failed.
5. DECLARATION of Election and WELCOME of incoming Council by the Returning Officer
Returning officer is Julien Goodwin.
See Appendix 1 for the Scrutineers Report. Julien delivers the report verbally to those in attendance.
Hamilton notes that the system is rather complicated to attempt to install, compared to standard wordpress. Why was this system picked? Kathy responds, part one, a number of factors went into the decision, what would the member system sit on top of, at the time there were more skills with wordpress. The second part, the elections module was a commissioned piece of work, a plugin to the system that we had. We decided to use open source solutions to align with LA’s values. Steve responds, this is a module within wordpress, it’s tightly entwined with a particular version of php, and Steve spent a chunk of time porting the module from Agileware hosted website to our own hosting. Steve has a bunch of notes on how this would be done, and is happy to share those with those willing to update the plugin.
Joshua asks what data was left behind, Julien responds it’s metadata of previous votes, with enough data linking, it could be used to determine voters from previous elections. The admin team have been tasked with cleaning it up.
6. NOMINATION and ELECTION of Members to Vacant Council Positions
All positions were filled during the original election, so no nomination or election was held during the meeting.
7. To HEAR and RESPOND to questions from the floor
Jonathan noted that the role name motion was about allowing a discussion on the issue at the meeting. However, when the vote was taken it was treated as a vote on including the role name issue in the constitutional review (the consensus test). A further discussion makes it clear that the vote was a good enough consensus guage: that the consensus of the meeting was to not include the role names in the constitutional review.
Appendix 1 – Scrutineers report
Julien Goodwin, January 20, 2023
Dear Council,
As Returning Officer for the 2023 Council Election I am taking on a duty to ensure that;
- The Election has been run in line with the Linux Australia Constitution
- That the results of the Election have been scrutinised, and appropriate checks made to satisfy a reasonable person that the integrity of the Election has been upheld
- And to report my findings, adverse or otherwise, to Council, who are responsible to act on those findings
This email serves as a record of the actions taken to ensure the above, and serves as a formal process for Returning Officers to follow in years to come.
In summary my findings are that:
- The election has been run in line with the Linux Australia Inc., Constitution as per the Linux Australia website
- The results of the Election have been scrutinised, and I am satisfied that the integrity of the Election has been upheld
The results are summarised below
The recommendation from previous years that the CiviCRM election module eliminate candidates who are elected to lower-ranked positions if they are already elected to a higher ranked position is still required.
Detailed notes follow. These notes include PII references that will need to be redacted if this report is presented to members.
Julien Goodwin
January 20th 2023
Compliance with the Constitution
S(15) of the Constitution stipulates the following requirements, which I have validated:
- Nominations of candidates and their consent to be nominated is handled via the CiviCRM election module; no manual check done
- The number of nominations exceeds the number of positions, and a ballot is being held, via the CiviCRM election module
- The ballot cannot be conducted more than 60 days before an AGM; the AGM is 21 January 2023, the ballot occurred after nominations closed on 8 January 2023. This is in line with the Constitution.
- A person nominated to Council must be a current member of Linux Australia, Inc. This is enforced by the CiviCRM election module; no manual check done
I am satisfied that the Constitution has been complied with.
