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

[John Bryant]

Thanks Bruce, I appreciate you putting in the time to push this discussion,
and in doing so, help to bring several important things to the surface.

There's a lot here, but I'll try and address a few of your points.


*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. *
>

We certainly weren't in a position in August 2018, with only 3 months left
before the conference, to establish a new organisation independent of the
conference committee. But immediately following the conference, we
developed and adopted a Terms of Reference [1] which formalised this
separation of responsibilities, and the 2 mailing lists are now used for
these separate purposes. This has now been implemented in full.


*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.*
>

I think we all agree on this. The Terms of Reference identifies this as a
key priority for this year, and it's on the short term radar to establish
some rules & plans for elections at an AGM. In my mind the obvious time to
hold an AGM is at the annual conference, so that we can reach as much of
the community as possible. So in terms of timing, I'd see us beginning a
discussion on this within the next 3-4 weeks, so that we have time to get
something resolved for November.


*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*
>

The question of where to establish the entity was an important
consideration, and was part of the reasoning for choosing a Public Company
Limited by Guarantee (see *Proposal for Entity Structure* [2]), as opposed
to an Incorporated Association, which appeared to restrict our ability to
operate internationally. In a Public Company, at least two directors must
‘ordinarily reside in Australia’. The reasoning was that it would likely
always be possible to find two directors in Australia, and the remainder of
the board could be comprised of people from anywhere in the world. In an
international organisation this is an important consideration - we need to
be open to representation from the entire region.



>
> *    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?*
>

Probably not sufficiently socialised yet, but as a Public Company we are
subject to a constitution [3], which does establish some rules around this.
Our 2019 agenda identifies the following key items, which will probably
take up most of the board's bandwidth up to the AGM, and will definitely be
discussed on the public list:
* 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

The goal, as I see it, is to develop a set of rules that are appropriate
for this community. This will probably be fairly hard work and your input
will be valuable.


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

Not yet - it's on the to-do list [4]. We have sought professional advice on
accounting matters. Funding is not necessarily the bottleneck though... I'd
point more at time & volunteer availability. If you have time to help
identify appropriate ways to ask the right questions of the right people,
it might help move things forward?


It sounds like we're on the same page about what's important, and what
needs to be done. We've come a long way in the last 9 months, and while
there's still plenty left to do before the AGM, I think we're on track to
deliver the agenda we committed to, and hopefully resolve all these
outstanding issues.

John


[1] https://drive.google.com/file/d/13aZ6L08ke1-l32I7c00MahyEKgxeZkq8
[2]
https://docs.google.com/document/d/1LCoaNY9xACkpE_E1pTn3pGkNV41rqmoK5QkKl2FAfwY
[3] https://drive.google.com/file/d/1kakpBuOsF6ObF4IiUVSA2PRI3-7Asy7P
[4]
https://docs.google.com/spreadsheets/d/1q5LufGrSZl66yroyUzz5-JsOxJBauRzZe-S1_BC36is
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