Minutes of Linux Australia Annual General Meeting 2025

Monday, 20th Jan 2025, 6:00pm (ACDT)

Recording is available at  https://www.youtube.com/watch?v=4clkwhrXImY

Attendance record is available upon request

Meeting started at 6:00pm ACDT.

 

1. President’s welcome

MR JOEL ADDISON, President

Acknowledgment of the traditional owners of the lands on which we meet, particularly the Kaurna people who are the traditional owners of the land that Everything Open 2025 was held on.

 

2. Approval of the minutes from the previous Annual General Meeting 2024

MOTION by JOEL ADDISON that the minutes of the Annual General Meeting 2024 of Linux Australia be accepted as complete and accurate.

Seconded by Sae Ra Germaine

Motion Passed with 4 abstentions, no nays

 

3. To receive the REPORTS of activities of the preceding year from OFFICE BEARERS

MR JOEL ADDISON – President

The full reports is attached to the annual report, so only a few highlights here:

• There have been a lot of events over the past year. In fact it has been the busiest Joel has ever been involved with. We had more and more groups come to ask for help in running events. Not every event that was proposed ended up running, but it was great to see so many people come back and run events with us for the benefit of the community.
  • Special call out for PurpleCon which was a new small event with a relatively inexperienced team who put on a great event, and even managed to make a small profit once GST was properly accounted for.
  • The WordPress community had some major upheaval during the year which had a flow on effect on WordCamp Sydney. Linux Australia is unhappy with some of the actions that were taken, for example taking over the social media accounts of the conference which Linux Australia would normally control under the Memorandum of Understanding. We will review that to make sure the we are partnered with an organisation we can trust, which we currently have doubts about.
• Linux Australia also helped the Python New Zealand user group who faced a significant financial problem caused by their treasurer misappropriating funds. That individual has now been dealt with under the law. Joel is glad to see that chapter behind the organisation. Thanks to both the Linux Australia council and the Python New Zealand committee for their work in resolving the situation.
• Finally a special mention for PyCon Au which is now the largest conference run under the Linux Australia banner. A number of members of the Python Australia steering committee stepped back after serving for 10 or more years. Particular thanks to Katie Mch[FIIXME], Russell Keith McGee[CHECK SPELLING], Richard Jones for their hard work over that time
• We need to do some work on our constitution. This was flagged last year, but needs to be done now due to some changes in the way the ATO is enforcing non profit status rules. Russell Stuart will speak about this in more detail later. There is a lot of work that will need to be done to update our constitution to make sure we can continue as a non profit.

Questions:

• One question on grant applications: What type of grant applications were you hoping for which didn’t happen?
  • We had two categories of grant applications this year, one for community building and the other for the more traditional grants for projects
  • The community building grants did not get as much take up as expected. So we need to work on that.and improve our connections to all the groups in our community.
  • For the standard grants we need to have a discussion about how we track success of the grants. We are keen to support people purchasing hardware or working on software, but we need to do a better job of showing the benefit to the community,

 

MR NEILL COX  – Secretary

Call for people to fill in the attendance sheet.

Again the full report is contained in the Annual Report so just a few highlights here.

• It’s been a challenging but rewarding year. Neill is grateful to have been part of the council. We have achieved quite a lot.
• As Joel mentioned we ran more conferences than usual. They ran under difficult circumstances and the financial outcomes haven’t been all that we might have hoped for but all in all it’s been a good year.
• We have a fair chunk of work ahead of us. Grateful to have been a part of it and looking forward to continuing for the next year.

 

MR RUSSELL STUART – Treasurer – Includes presentation of the Auditor’s Report

• Full report attached to the Annual Report.
• Shout out to Sae Ra who is leaving after being part of the council for 10 years.
• The bottom line is that we made a loss of $55,000. Those of you who were at the last AGM would remember that a loss was predicted.
• The loss almost exactly matches the funds we provided to ensure Python New Zealand continued to operate.
• The $55,000 figure is from the auditor. Russell calculates the loss to be $72,000 which he believes is more accurate.
• The reason that the figures are different is spelled out in the Annual Report and will not be explained here.
• Conference P&L:
  • The unusual thing this year is that some of our conferences made a loss, mostly due to difficulties with sponsorship.
  • Everything Open 2024 returned a profit of around $18,000 but the rest didn’t do so well.
  • The annual report does not include every conference (only four or five are shown) because three of them happened after the end of our financial year. One of the notable absentees is PyCon another is PurpleCon and finally DrupalCon Singapore
  • DrupalCon Singapore was a new experiment and caused a significant amount of angst, at one stage project a $100,000 loss. That loss did not eventuate due to work by the organisers.
  • The difference between the auditors figures and Russell’sis those conferences. Largely caused by the conferences having recorded their income in the forms of sponsorship but not having yet paid all their expenses. Russell will book the actual profits once expenses have been paid.
• The budget is substantially the same as previous years as our costs do not vary.
• Our loss turns out to be pretty much identical to the funds used to bail out NZPUG.
• The reason for that is that we made a fair amount of interest. THis was due to investing in a term deposit at a high interest rate for two years. We will receive a similar amount this year before interest rates drop on it.
• Our overheads are still higher than the 6% we allow for.
• Conferences tend to want to keep their money, but LA feels that we need the funds to allow us to survive years like this last one.
• Looking forward all of the conferences have now been bitten by the lack of sponsorship and Russell expects them to adjust course accordingly.
• The reality is that the executive of Linux Australia has run the last for Everything Open conferences which is not sustainable. We don’t have anyone putting their hand up to run Everything Open. It is possible that we will lose the $18,000 that Everything Open brings in unless people do put up their hand.
• The final item is that we received a surprise letter from the ATO saying that they are introducing a new thing called a not for profit self assessment. It looks to be aligning the ATO’s definition of a not for profit with the Charities and Not for Profit Commission.
  • One of the questions we need to answer is: what happens to your assets if you wind up?
  • Our constitution says that the executive could just take it home and buy a new house.
  • This is no longer acceptable to the ATO and we now need to have a clause defining what happens to our assets or we will no longer qualify as a not for profit.
  • We have had two attempts to change our constitution both of which were rejected. If we do not resolve this we will be taxed on our profits at the rate of 25%
  • Instead of attempting this again we will now instead attempt to adopt the new NSW model constitution.
  • Russell copied the new model constitution but the changes from the one we originally adopted make producing a diff nearly impossible.
  • Russell has gone through the process of pulling across the things we most care about in our current constitution (free membership, electronic records) and merged them into the new model constitution. This is now up on GitHub as a proposed pull request for our current constitution. We propose to allow everyone to read it and comment on the PR. Sometime before June 20th (the ATO deadline) we will hold a special general meeting to vote on the changes.

Questions

Question from Steve Ellis: The 25% is that on revenue or profits?

Response: Profits. There are also other implications [This is a summary of the answer Russell provided see [33:43 of the recording for the full Q&A]

Question from the floor: Of the eight or so what category of non profit seems appropriate or possible?

Response:  It turns out we are a scientific institution [again a summary see the recording at 36:01 for the full answer]

 

Q: You said that if Everything Open didn’t run next year that you would make an $80,000 loss. How could that happen if you don’t run an event.

A[Russell]: No, we wouldn’t make a loss, but we would miss out on the $18,000 profit which is what it made this year. It ranges between that and $40,000 for the last 27 years. [Full answer at 37:18]

 

Q from Josh Hesketh: What did we provide to Drupal Singapore – was it banks, insurance or other and would we extend that to other conferences in Singapore and further would we consider other countries in the APAC region?

A[Joel]: With that one it was bank accounts and insurance as you mentioned. It’s not certain that we will continue the agreement with the Drupal Association for future conferences. There can also be tax implications. We will assess future conferences as they come up [Full question and answer at 38:48]

 

Q: Alexar: Is Linux Australia considering having an impact in the APAC region as a strategy or will this just be a case by case approach?

A[Joel]: We’ve always done stuff across Australia  and New Zealand and we have supported some other events in the region. We are not ready to commit to a strategic approach without more investigation. For now we are predominantly focussed on Australia and New Zealand but there are opportunities to work with other organisations in the region.

Follow up Question: Can subcommittees pursue similar opportunities?

Follow up Answer: We always say to our subcommittees feel free to bring any ideas to us and we will discuss them with them and go from there.

[Full question and answer at 43:00]

 

Q [Cherie Ellis]: Is there some way that things can be turned or twisted so that it’s still Everything Open but that LCA or the Linux Australia name is bonded to it so that it becomes the recognizable icon that our sponsors know?

A[Joel]: The sponsors we spoke to understand the alignment.The challenge is that sponsors like IBM are no longer operating in the same way anymore in Australia for that particular area. We managed to find a number of new sponsors this year. Every conference has found that a number of recurring sponsors have said no this year because they can’t afford it or they don’t have the budget. We’ve also had a number of sponsors who signed up and then pulled out in the last two weeks prior to a conference. We expect these challenges to continue over the next 12 months, but we are better prepared for them now. As to bringing LCA back one idea that has been considered is to turn the Linux Kernel Miniconf into LCA as part of Everything Open. That was the intent but we haven’t had enough people step up to make it happen. We do have Carlos  from the Open SI institute at the University of Canberra who would like to bring Everything Open to Canberra next year.

[46:45]

 

Q[Steve Ellis]: Thank you for your support of the community. Do we need a group in Linux Australia focused on sponsorship across all of the events?

A[Joel]: Building a pool of organisations is definitely something we need, not just for sponsorship but also to promote the awareness of the events internally in their organisations. We have discussed setting up some sort of central thing. We could set up a working group and go through some of that. Some of the other conferences have also expressed interest.

[53:48]

 

Not a Question: Russell forgot to mention that there will be no grants program this year as thet are no profits to pay them from.

[57:31]

 

Q[Paul Wayper]: Question for the Treasurer: How can the community help Everything Open survive from the ticket price perspective?

A [Russell]: I don’t actually set the budget for the conferences. That’s done by the conference treasurers. I try to give them as much freedom as possible beyond “don’t make a loss”. I don’t have an easy answer for your question.

[58:06]

4. Motions:

• MOTION by Russell Stuart that the Auditor’s Report is a true statement of financial accounts.
  • Seconded by Steven Ellis
  • Passed with one abstention

• MOTION by Joel Addison that the President’s report is correct.
  • Seconded by Josh Hesketh
  • Passed with one abstention

• MOTION by Neill Cox that the Secretary’s report is correct.
  • Seconded byJonathon Woithe
  • Passed with one abstention

• MOTION by Russell Stuart that the Treasurer’s report is correct.
  • Seconded by Cherie Ellis
  • Passed with one abstention
• MOTION by Joel Addison that the actions of Council during 2024 are endorsed by the membership.
  • Seconded by Ian
  • Passed with three abstentions

5. Other Business

• Clinton Roy would like to encourage people to engage with the mailing list rather than waiting until the next AGM.
• Josh Hesketh would like to give a special thank you to Sae Ra for all her time on the council. Josh believes that she is by a decent margin both the longest serving council member and the most prolific organiser of conferences.
• Paul Wayper: Does not want to make trouble, but is interested in talking to the Council about running Everything Open in Canberra in 2026, but would like it on the record that he was not trying to cause trouble by enquiring about videos from Everything Open 2024 on the mailing list.
  Joel responds to assure Paul that he didn’t mean anything by his response on the videos, it was just that he had a lot of things to get done. He is still working on them, and they will get done.
  Sae Ra: wants to add to the record that that was no slight against Paul it was more just a passing joke and she apologises for that and it had nothing to do with the videos whatsoever.
• Peter Chubb requested to move a motion that the meetings of this meeting be approved at the first council meeting rather than waiting all the way to next year when everyone’s forgotten it.
  Joel responds: We have to do this as part of the AGM. We can post the minutes before then.
• Josh Hesketh: A logistical question of the SGM. Do we have to have a minimum number of members present to make a constitutional change and is there a minimum number of positive votes?
  Joel responds: There are but he can’t remember the exact details and won’t answer of the top of his head. Council will send through the details.

6. DECLARATION of Election and WELCOME of incoming Council by the Returning Officer

Returning Officer Julien Goodwin gives his report.

He notes that on examination of the stats Russell and Sae Ra are tied for length of time on the LA Council.

This is Julien’s third time as returning officer.

We have a well-dialed in system now.

The only two things of note are:

• Particularly for the OCM positions where this matters, the way second preferences and such work mean  that the election is not held in the sort of Senate count style system that Australians might assume.
• We didn’t have this situation this year, but it is not uncommon for someone to, for example, stand as both secretary and as an ordinary committee member and if they are elected as a secretary they are not then eliminated by the system for those lower systems so we would then have a hand count. That didn’t apply this year, but we did have the case where for the last OCM position both candidates received the same first count votes so it was down to second count. If it was done with a different system it may have had a different result.

Results

• President: Joel Addison
• Vice President: Jennifer Cox
• Secretary: Neill Cox
• Treasurer: Russell Stuart
• Ordinary Council Members (alphabetical order):
  • Lilly Hoi Sze Ho
  • Elena Williams
  • Jonathan Woithe

Joel: Thank you for coming along to the AGM. I want to say one more thank you to Sae Ra because you have been a big help to me.

Meeting closed at 19:05 ACDT

 

AGM Minutes Confirmed by 2025 Linux Australia Council

Joel Addison President	Jennifer Cox Vice-President	Neill Cox Secretary
Russell Stuart Treasurer	Lilly Ho Ordinary Council Member	Elena Williams Ordinary Council Member
Jonathan Woithe Ordinary Council Member