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

Cameron Shorter cameron.shorter at gmail.com
Thu Oct 16 12:50:47 PDT 2008


Bruce, thanks for pushing this forward, and Brent, thanks for suggesting 
an alternative model.

I'm partial to a cheaper solution as it is much easier to sustain.

Bruce, would I be right in guessing that you would welcome someone (like 
Brent) offering to take the banner getting Aust-NZ incorporated?

Bruce Bannerman wrote:
> 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
>>>>
>>>>
>>>>
>>>> _______________________________________________
>>>> Aust-NZ mailing list
>>>> Aust-NZ at lists.osgeo.org
>>>> http://lists.osgeo.org/mailman/listinfo/aust-nz
>>>>         
>>> _______________________________________________
>>> Aust-NZ mailing list
>>> Aust-NZ at lists.osgeo.org
>>> http://lists.osgeo.org/mailman/listinfo/aust-nz
>>> _______________________________________________
>>> Aust-NZ mailing list
>>> Aust-NZ at lists.osgeo.org
>>> http://lists.osgeo.org/mailman/listinfo/aust-nz
>>>       
>> _______________________________________________
>> Aust-NZ mailing list
>> Aust-NZ at lists.osgeo.org
>> http://lists.osgeo.org/mailman/listinfo/aust-nz
>>
>>     
>> ------------------------------------------------------------------------
>>
>> _______________________________________________
>> Aust-NZ mailing list
>> Aust-NZ at lists.osgeo.org
>> http://lists.osgeo.org/mailman/listinfo/aust-nz
>>     


-- 
Cameron Shorter
Geospatial Systems Architect
Tel: +61 (0)2 8570 5050
Mob: +61 (0)419 142 254

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