[FW: [Aust-NZ] Time to move - Incorporation of OSGeo-AustNZ

Brent Wood pcreso at pcreso.com
Thu Oct 16 18:49:13 EDT 2008 

Thanks Bruce,

That does explain the difference in costs... it is quite a different model to the simpler not-for-profit associations we were originally looking at, but seems to provide the inter-state/country capability we require.

In response to Ian's comments, I'll add some background, as I recall it,  which was discussed very early on.

I believe we had agreed that we wished to formally establish an Aust/NZ OSGEO Chapter rather than continue as an informal group subscribing to a mailing list. If nothing else, this adds credibility to OSGEO as an international foundation, as well as FOSS GIS is Australasia and the SW Pacigic region. So we are working towards that goal, for which OSGEO does require incorporation.

Further, Ian mentions members of similar groups coming from various states, but I'm not sure about members of the governing committee's of these groups, or about international membership of either the incorporated body or committee. It is likely that people in other nations (I'm aware of initiatives in Fiji & Samoa for example) may also wish to join, so whatever path we choose to incorporate the chapter must allow full international membership & governance.

The work Tim & Bruce have put in was, I believe, to find an approach meeting these all needs. I hadn't anticipated the costs this might involve. 


I would have chased up this option sooner, but I thought the Australian numbers & people here meant an Australian base would be preferable, but this now seems relatively expensive, so I'll toss a NZ based option in here for consideration.

I have just rung the NZ Incorporated Society freephone (run as part of the NZ Ministry for Economic Dvpt) and inquired about the situation regarding international membership of an NZ incorporated society and it's committee/governing body.

The response, (after she checked the rules herself), was that only the registered contact address needs to be in NZ, and needs to be a street address, not a PO Box. There are no restrictions on residency for any members or officers, as long as they can provide a postal address in their country of residence.

This is how I read it when I checked the forms, but it is good to have their verbal confirmation.

I'll send them an email so I can hopefully provide a written response to this list, but if we can get registered in NZ for $100 with the international flexibility this seems to offer (Australian state also becomes irrelevant) do members believe this is acceptable?

We do need the NZ street address, we can use mine at work (NIWA, Wellington) if this is OK, or perhaps someone else in NZ can provide one if they desire.


The startup cost is $100 (NZ, so not much at all these days), with only postage & an annual auditor's report as a cost, which if we can find a friendly accountant will be minimal or free, esp as we won't be doing many financial transactions.

I'll get the email off for a more formal confirmation, which I'll forward to the list, and we can maybe decide if this is a preferable way forward?


Cheers,

  Brent



--- On Thu, 10/16/08, Bruce Bannerman <bruce at bannerman.id.au> wrote:

> From: Bruce Bannerman <bruce at bannerman.id.au>
> Subject: [FW: [Aust-NZ] Time to move - Incorporation of OSGeo-AustNZ [SEC=UNCLASSIFIED]]
> To: "Aust-NZ OSGeo" <Aust-NZ at lists.osgeo.org>
> Date: Thursday, October 16, 2008, 10:27 PM
> We have had some legal advice on the structure for
> OSGeo-AustNZ [1]. This was along the lines of establishing
> a WA association and then registering with ASIC for an ARBN
> to allow trading across Australia. We didn't resolve
> trading in NZ under this model.
>
> Following this advice, we agreed to incorporate in WA.
>
>
> On the 27th July, I took the baton on this issue [2].
>
> As it did not appear that we had anyone in WA who could
> pursue our preferred model,
> I adopted the model of incorporating as a Pty Ltd company
> (as a not-for-profit). I
> have some experience with this model, having successfully
> run a small consultancy
> for five years and have a basic understanding of
> requirements. This model also appears
> to cater for cross registration in NZ (Brent, could you
> clarify please?).
>
> This is the basis of the quotes that I obtained from an
> accountant / auditor that I
> have used for several years.
>
>
> I am running out of time to look after this, as I'll be
> going on two months leave shortly.
>
> If we are going to debate structure again, someone else is
> going to have to take up the
> baton on this, as I will not have the time to follow
> through, given past experience on how long
> this is likely to take.
>
>
>
> Bruce
>
>
> [1]
> http://lists.osgeo.org/pipermail/aust-nz/2008-January/000285.html
>
> [2]
> http://lists.osgeo.org/pipermail/aust-nz/2008-July/000612.html
>
>
>
>
>
>
>
>
> -------- Forwarded Message --------
> From: Bruce Bannerman <B.Bannerman at bom.gov.au>
>
> Subject: FW: [Aust-NZ] Time to move - Incorporation of
> OSGeo-AustNZ [SEC=UNCLASSIFIED]
> Date: Thu, 16 Oct 2008 16:10:02 +1100
>
>
>
> > Subject: RE: [Aust-NZ] Time to move - Incorporation of
>
> > OSGeo-AustNZ[SEC=UNCLASSIFIED]
> >
> > Brent
> >
> > I am no legal eagle but I do (and have) belonged to a
> number
> > of associations.
> > One which definitely has o/s members is actually a
> registered company.
> > Another is registered in WA but has members from all
> Aust
> > states/territories, whilst another is registered in
> the ACT
> > but has NSW members. Yet another is registered in NSW
> but has
> > ACT members. These last three are associations and not
> companies.
> >
> > I think it largely comes down to what is written in
> the
> > constitution. Eg membership, membership classes or
> grades,
> > board and executive make-up, powers, etc.
> >
> > BTW, none of the groups mentioned above have gone down
> the
> > Registrable Australian Bodies path, so I suspect that
> we
> > would not need too.
> >
> > Unfortunately, I think we might have to get accountant
> or
> > legal advice to work out the 'proper' way
> forward. Does
> > anyone have a legal acquaintance or relative?
> >
> > But I must ask. Do we need to go down this path at
> all?
> >
> > I suspect that if we want to be a legal entity and
> have bank
> > accounts, etc.
> > then we will need to. Otherwise, I would say that we
> should
> > just be a part of the greater OSGeo community.
> >
> > Ian
> > -------------------------
> > Ian Batley
> > ian.batley at ga.gov.au
> > 02 6249 5825
> >
> >
> > -----Original Message-----
> > From: Brent Wood [mailto:pcreso at yahoo.com]
> > Sent: Thursday, 16 October 2008 1:58 PM
> > To: Batley Ian
> > Subject: RE: [Aust-NZ] Time to move - Incorporation of
>
> > OSGeo-AustNZ [SEC=UNCLASSIFIED]
> >
> > As described below, I can see a few possible problems
> that we
> > really need tidied up before progressing this. I
> thought
> > getting this sorted out was what Tim originally had
> problems
> > with which made the whole process more complicated
> than otherwise.
> >
> > We need a body corporate which can accept at least
> members,
> > and ideally committee members, from countries and
> states
> > other than the one of registration.
> >
> > I'm not sure about NZ, nor about Bruce's
> proposal or Ian's
> > ACT suggestions.
> >
> > I'll follow this up for NZ, but would like some
> clarification
> > on this aspect for the others if possible...
> >
> > Cheers,
> >
> > Brent
> >
> >
> >
> >
> >
> >
> > --- On Thu, 10/16/08, Ian.Batley at ga.gov.au
> > <Ian.Batley at ga.gov.au> wrote:
> >
> > > From: Ian.Batley at ga.gov.au
> <Ian.Batley at ga.gov.au>
> > > Subject: RE: [Aust-NZ] Time to move -
> Incorporation of OSGeo-AustNZ
> > [SEC=UNCLASSIFIED]
> > > To: Aust-NZ at lists.osgeo.org
> > > Date: Thursday, October 16, 2008, 11:54 AM If
> registered in
> > the ACT it
> > > is done under the Associations Incorporations Act
> and all
> > the details
> > > can be found at
> > http://www.ors.act.gov.au/licensing/Assocns/assn1.html
> > >
> > > Cost is $138 for the application. It is not an
> onerous task and it
> > > does not require a physical address, just postal.
> However, it does
> > > require yearly lodgement of some things (cost
> $32), a
> > membership of at
> > > least 5 people, and a constitution.
> > >
> >
> > A physical address of the first public officer is
> required
> > (not a big deal)
> >
> > Is an NZ address considered "deliverable by
> Australian Post?"
> > My impression is probably not, in which case no-one in
> NZ can
> > be on the inaugural committee of such an organisation,
> I'm
> > not sure about after the inaugural one, but again, my
> guess is not.
> >
> > This issue is likely whichever country we register in.
> I'm
> > guessing again, but I figure the only persons able to
> be in a
> > recognised position of authority (committee/director)
> in such
> > an incorporated body will be persons who can be held
> > accountable under the registering authority.
> >
> > I'm intrigued that the ACT form requires an
> Australian postal
> > address for all inaugural committee members, but does
> not
> > specify this for future committee members (in the
> > notification of change of committee form).
> >
> >
> > > Once incorporated we may need to investigate Aust
> wide
> > registration,
> > > but I am not sure on this, see
> > >
> >
> http://www.asic.gov.au/asic/asic.nsf/byheadline/Registrable+Au
> > stralian+Bodies
> >
> > I don't fully understand this, but it seems up
> front that
> > while this allows the body corporate to operate
> throughout
> > Australia, I can't tell if it allows the governing
> committee
> > to have members outside of the home state?
> >
> >
> > > ?opendocument
> > >
> > > Cost for this registration is $330 if we have to
> do it.
> > >
> > > -------------------------
> > > Ian Batley
> > > ian.batley at ga.gov.au
> > > 02 6249 5825
> > >
> > >
> > > -----Original Message-----
> > > From: aust-nz-bounces at lists.osgeo.org
> > > [mailto:aust-nz-bounces at lists.osgeo.org] On
> Behalf Of Brent Wood
> > > Sent: Thursday, 16 October 2008 6:46 AM
> > > To: Aust-NZ at lists.osgeo.org
> > > Subject: Re: [Aust-NZ] Time to move -
> Incorporation of OSGeo-AustNZ
> > >
> > > Eek...
> > >
> > > That seems expensive, unless I'm missing
> something (which given my
> > > expertise in this area, is quite possible :-)
> > >
> > > Does it matter whether the chapter is registered
> in
> > Australia or NZ?
> > > If is is in Australia then it problably means
> less work for
> > me :-) but
> > > I'm not really concerned either way.
> > >
> > > To register as a not-for-profit incorporated
> society in NZ
> > is NZ$100
> > > which I'm happy to fork out for, or could
> come out od initial
> > > membership fees?
> > >
> > > If we can find a friendly accountant, annual
> auditing is free or
> > > pretty cheap. The running costs will be postage
> (mostly
> > email anyway
> > > I'd hope) & a bank account, which I guess
> could well be
> > Australian if
> > > required, like if we had an Australian treasurer.
> > >
> > > & I figure accounts in both NZ &
> Australia might be cheaper than
> > > regularly transferring $$ internationally
> anyway...
> > >
> > >
> > > Is it worth following up a NZ based registration
> if is cheaper &
> > > simpler?
> > >
> > > As far as I can tell, NZ residency is not
> required, unless
> > we require
> > > it under our own rules/charter, and normally the
> only officers
> > > required are Chair/President, secretary &
> treasurer, but it does
> > > require 15 members.
> > >
> > > There are plenty of examples of charters
> available to model
> > ours on if
> > > required.
> > >
> > > These links give a useful how-to, one from an NZ
> LUG...
> > >
> > >
> >
> http://www.community.net.nz/How-ToGuides/LegalStructures/Publi
> cationsResource
> > > s/incorpsoc.htm
> > >
> http://www.wlug.org.nz/NewZealandIncorporatedSocietyHowto
> > >
> > > The official site, is at:
> > >
> >
> http://www.societies.govt.nz/cms/incorporated-societies/incorp
> orated-societie
> > > s-landing-page
> > >
> > > The application form is at:
> > >
> >
> http://www.societies.govt.nz/cms/pdf-library/incorporated-soci
> eties-forms/for
> > > m-is1-application-to-incorporate-a-society-pdf
> > >
> > >
> > > The registered address may not even have to be in
> NZ, nor
> > the postal
> > > address, but I (or someone else here from NZ
> I'm sure) can
> > provide NZ
> > > ones if required. We may need to post an
> application form around 15
> > > people for signing, but given signatures are on
> three pages, that
> > > isn't too onerous.
> > >
> > > We can state that IRC meetings, given a quorum,
> are acceptable for
> > > society meetings, in our rules.
> > >
> > >
> > > If people are interested in this option, I guess
> we could start by
> > > drafting the charter/rules on the OSGEO wiki?
> Once that is
> > done & we
> > > have the 15 signatures, we can apply, with a
> result in a few days.
> > >
> > >
> > > Cheers,
> > >
> > >    Brent
> > >
> > >
> > >
> > > --- On Wed, 10/15/08, Bruce Bannerman
> > > <bruce at bannerman.id.au> wrote:
> > >
> > > > From: Bruce Bannerman
> <bruce at bannerman.id.au>
> > > > Subject: [Aust-NZ] Time to move -
> Incorporation of
> > > OSGeo-AustNZ
> > > > To: "Aust-NZ OSGeo"
> > > <Aust-NZ at lists.osgeo.org>
> > > > Date: Wednesday, October 15, 2008, 11:40 PM
> Getting
> > insurance quotes
> > > > is proving to be a very
> > > difficult
> > > > process in
> > > > these troubled times.
> > > >
> > > >
> > > > I propose that we proceed with the
> incorporation of
> > OSGeo-AustNZ as
> > > > a not for profit organisation and revisit
> the costs for insurance
> > > > when these become available.
> > > >
> > > >
> > > > Costs will be:
> > > >
> > > >
> > > > Incorporation as a Not-for-profit   $1300
> > > >
> > > > Annual audit fee approx $200
> > > >
> > > >
> > > > It will take two to four weeks to
> incorporate.
> > > >
> > > >
> > > > Now, where do we find the funds?
> > > >
> > > >
> > > > Bruce Bannerman
> > > >
> > > >
> > > >
> > > >
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