[FOSS4G-Oceania] [OSGeo Oceania] Suggest OSGeo Oceania board discussions come back on list

Mon Aug 5 23:44:59 PDT 2019

Hi John,

Thank you for your response.

I have taken the time to reflect on your comments and to review the relevant discussions on the foss4g-oceania list.

***I acknowledge that the legal entity has been established with good intent by volunteers with limited time who are trying to do the right thing by the community.***  

I agree that we need to move forward and resolve any remaining issues as soon as possible.

The thoughts below are contributed and intended as constructive criticism. I appreciate how difficult it can be to 'herd cats' an an open community.

Several issues jumped out at me when I reviewed the links that you provided. To be honest most of the prior discussion was new to me. I had only picked up on those few emails that were cross linked to the AustNZ/Oceania list. 

One item for lessons learned:  It is unfortunate that there was limited discussion mainly via the foss4g-oceania list at the time. As I noted in my AustNZ post of 2018-08-07 [1] “I suggest that we follow the OSGeo model and have seperate bodies for the Local Chapter and the Conference Committees to allow people to balance their volunteer time as their personal situation, interests and supporting organisation allow.” This suggestion was accepted but not followed through unfortunately. 

In my case, having been heavily involved in the FOSS4G-2009 LOC and active for many years in a number of other international fora, I decided to not subscribe to the foss4g-oceania list given my very limited volunteer time. Therefore I missed out on much of the discussion at the time. I won’t be the only person in this position.

As a community we will need to stay vigilent to ensure that our foss4g-oceania list is used for conference related discussion and the osgeo-oceania list is used for community related discussion. This will make it easier for all concerned to stay abreast of what is happening.

The board of the ‘legal entity’ appears to have been self appointed by members of the foss4g-oceania committee. The sooner that we get to a model that allows elections of board members and representatives by the community, the healthier off we will be as an open community.

The issues that I again refered to in my 2019-03-21 email [2] have not been addressed effectively to date. Specifically, “...talking about liability, who has the right to appoint, what to do if control is not relinquished etc etc.  Add to this, what jurisdiction to use in a multi-national group like Oceania.”

the issue of liability is addressed somewhat in the Liability section on page 6 of the Proposal for Entity Structure document [3]. However I see this as an optimistic summary. I understand that there are a number of grey areas around a Director's responsibilities that need to be looked at in closer detail. There are many areas where a Director can be personally liable. See the ASIC documentation at [4] and [5] for an overview. [5] was also referenced to in the liability summary. Our community members who are also Directors of the legal entity need to be aware of these risks and their responsibilities.  I understand that there is some type of insurance available to mitigate against these risks that may be worth investigating.

I note the decision to establish the legal entity in Australia.  There are some restrictions on non-Australian citizens becoming Directors that the Board needs to be aware of e.g. [6] and [7].

The elephant in the room has not been addressed however: 
Who has the right and ability to appoint new Directors and remove Directors who have not been elected?
What mechanism has been established to remove office holders (Directors) who refuse to cede control of the legal entity when they are voted out?

Did we ever take up Jody’s offer of funding to engage appropriate external expertise to resolve these types of issues?

Disclaimer: I’m not an expert in these issues, though I am a company Director.

I think that it is important that we get these issues resolved as soon as practically possible, noting our limited volunteer time. 

Please note that I’m not angling to become a Director of the new entity.  I have very limited volunteer time. Assuming that we have our discussions within an open forum, I’ll contribute where I can.

Kind regards,

Bruce

[1] https://lists.osgeo.org/pipermail/oceania/2018-August/001929.html <https://lists.osgeo.org/pipermail/oceania/2018-August/001929.html> 
[2] https://lists.osgeo.org/pipermail/foss4g-oceania/2019-March/001318.html <https://lists.osgeo.org/pipermail/foss4g-oceania/2019-March/001318.html> 
[3] https://docs.google.com/document/d/1LCoaNY9xACkpE_E1pTn3pGkNV41rqmoK5QkKl2FAfwY/edit <https://docs.google.com/document/d/1LCoaNY9xACkpE_E1pTn3pGkNV41rqmoK5QkKl2FAfwY/edit>
[4] https://www.asic.gov.au/regulatory-resources/insolvency/insolvency-for-directors/directors-what-are-my-duties-as-a-director/ <https://www.asic.gov.au/regulatory-resources/insolvency/insolvency-for-directors/directors-what-are-my-duties-as-a-director/> 
[5] https://www.asic.gov.au/for-business/small-business/starting-a-company/small-business-company-directors/company-director-liabilities-when-things-go-wrong/ <https://www.asic.gov.au/for-business/small-business/starting-a-company/small-business-company-directors/company-director-liabilities-when-things-go-wrong/> 
[6] http://cosec.com.au/resources-media/fact-sheets/what-is-an-australian-resident-director-and-why-do-you-need-one/ <http://cosec.com.au/resources-media/fact-sheets/what-is-an-australian-resident-director-and-why-do-you-need-one/> 
[7] https://legalvision.com.au/can-a-permanent-resident-or-non-citizen-be-a-company-director/ <https://legalvision.com.au/can-a-permanent-resident-or-non-citizen-be-a-company-director/> 

> On 2 Aug 2019, at 22:12, John Bryant <johnwbryant at gmail.com> wrote:
> 
> Hi Bruce,
> 
> Thanks a lot for raising this. I see it as a critical issue and I appreciate your candid comments. I believe we're 100% in agreement about the importance of appropriate community engagement.
> 
> By way of a brief outline, here's how we've arrived at this point:
> 
> Immediately after the 2018 conference, the topic of governance was raised and discussed at length in a Nov 2018 thread on the FOSS4G-Oceania list [1], culminating in a Terms of Reference [2] for an organisation called OSGeo Oceania, and an interim Board of Directors (ratified by motion on the list in Dec 2018 [3]). Your suggestion from August 2018 [4] to 'have separate bodies for the Local Chapter and the Conference Committees' was taken on board and incorporated at this stage.
> 
> The Terms of Reference broadly outlined an agenda for this organisation for 2019:
> - determine a process for recruiting and managing an appropriate general membership
> - determine a process for renewal of board membership, including accountability to the general membership, and clarify such items as term limits and staggering of terms
> - determine a process for inviting expressions of interest and selecting groups wishing to host the annual FOSS4G SotM Oceania event
> - determine and formalise an appropriate non-profit structure
> - submit an official expression of interest to the OSGeo board to form an OSGeo local chapter
> - apply to the OpenStreetMap Foundation board to form an OpenStreetMap local chapter
> 
> Forming a non-profit was the first priority, as it was seen as a foundational piece for the other items. Following the TOR, a rather extensive piece of research led to a draft recommendation in March 2019, which was posted on the lists for community feedback [5 & 6]. At that time you pointed to some earlier advice/comments you'd offered (determine an open process, understand liability, understand who has the right to establish this entity, understand how we will replace this person/people/organisation when appropriate), which we considered in drafting the recommendations. I hope the TOR and entity recommendation documents sufficiently address these concerns, and I'll also point out that we're still in the process of determining how this will work - on the agenda for the coming months ahead of the conference.
> 
> The entity was formed, based on the recommendation and professional advice, on 1 May 2019.
> 
> I'm now realising the distinct possibility that many people in the community aren't subscribed to the foss4g-oceania list, and thus the lengthy discussion that happened there may not have been visible to some of the people who needed to see it. This is unfortunate, and I only really see this now in hindsight. I'm cc'ing the foss4g-oceania list so that anyone who's on that list and not the Oceania list can also see this discussion.
> 
> ALSO... I acknowledge that we can and will do better at transparency. But I also ask for your patience. This isn't easy work, we're all volunteers, and everyone is trying the best they can. We've worked very hard to keep the community apprised of what we're doing, seek input and feedback, and try to address whatever comes our way.
> 
> If anyone feels they've been kept out of the loop, I apologise for that, and I hope that in the coming months we can find ways to make sure nobody is left behind.
> 
> John
> 
> 
> [1] https://lists.osgeo.org/pipermail/foss4g-oceania/2018-November/001049.html <https://lists.osgeo.org/pipermail/foss4g-oceania/2018-November/001049.html>
> [2] https://drive.google.com/file/d/13aZ6L08ke1-l32I7c00MahyEKgxeZkq8/view <https://drive.google.com/file/d/13aZ6L08ke1-l32I7c00MahyEKgxeZkq8/view>
> [3] https://lists.osgeo.org/pipermail/foss4g-oceania/2018-December/001163.html <https://lists.osgeo.org/pipermail/foss4g-oceania/2018-December/001163.html>
> [4] https://lists.osgeo.org/pipermail/oceania/2018-August/001929.html <https://lists.osgeo.org/pipermail/oceania/2018-August/001929.html>
> [5] https://lists.osgeo.org/pipermail/foss4g-oceania/2019-March/001313.html <https://lists.osgeo.org/pipermail/foss4g-oceania/2019-March/001313.html>
> [6] https://lists.osgeo.org/pipermail/oceania/2019-March/001989.html <https://lists.osgeo.org/pipermail/oceania/2019-March/001989.html>
> 
> 
> 
> On Fri, 2 Aug 2019 at 13:29, Bruce Bannerman <bruce.bannerman.osgeo at gmail.com <mailto:bruce.bannerman.osgeo at gmail.com>> wrote:
> Hello John, Cameron and fellow OSGeo Oceania community members,
> 
> I’m in two minds as to how to address this email:
> 
> - Firstly, I’m happy to see some momentum around OSGeo-Oceania.
> 
> - Secondly, I’m very disappointed to see that we have what appears to be a fait accompli [1] presented to us.
> 
> I have not seen any suitable discussion on how we want to establish a local community, the rules that we want to work to, how we are going to select and reselect our community leaders etc, etc.
> 
> The last that I recall was when I dug out an older email where I listed a number of concerns related to creating a legal entity about five months ago [2]. I have not seen these addressed, or had the opportunity to participate in the follow up discussion.
> 
> Perhaps I have missed all of this discussion?  
> 
> I have looked through the Oceania email archives, but cannot see the relevant discussion. So I wasn’t imagining not seeing it.
> 
> Can someone please outline how we have arrived at this point without suitable community engagement and discussion? 
> 
> Kind regards,
> 
> Bruce
> 
> [1] https://dictionary.cambridge.org/dictionary/english/fait-accompli <https://dictionary.cambridge.org/dictionary/english/fait-accompli> 
> 
> [2] https://lists.osgeo.org/pipermail/oceania/2019-March/001993.html <https://lists.osgeo.org/pipermail/oceania/2019-March/001993.html>
> 
> 
> 
> On 2 Aug 2019, at 19:31, John Bryant <johnwbryant at gmail.com <mailto:johnwbryant at gmail.com>> wrote:
> 
>> I agree with this approach. 
>> 
>> My feeling is that board discussions should default to using this mailing list except where they're sensitive, ie. about specific people and/or incidents, or relate to other confidential matters eg. financial arrangements with partners. It's valuable to the community to see how we operate, not only for accountability, but also because it allows people to watch over time, and potentially become contributors.
>> 
>> Meeting notes/minutes are already published here: https://wiki.osgeo.org/wiki/Oceania <https://wiki.osgeo.org/wiki/Oceania>
>> 
>> Re:opening board meetings to the public, I'm generally in favour. There will be times when confidential discussions need to happen, but these are the exception rather than the rule. If the board is OK with this, maybe we can do this for next meeting and see how we go?
>> 
>> Cheers
>> John
>> _______________________________________________
>> Oceania mailing list
>> Oceania at lists.osgeo.org <mailto:Oceania at lists.osgeo.org>
>> https://lists.osgeo.org/mailman/listinfo/oceania <https://lists.osgeo.org/mailman/listinfo/oceania>
> _______________________________________________
> Oceania mailing list
> Oceania at lists.osgeo.org
> https://lists.osgeo.org/mailman/listinfo/oceania

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