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

Thu Oct 16 15:56:32 PDT 2008

Bruce

A PTY LTD is quite different to an Association. The legal advice you cited
talks about the Association path which was what I was suggesting. It would
also appear from that advice that we will need to pursue the ARBN once
incorporated.

Our stumbling block at the moment (correct me if wrong) is that we do not
have a constitution. However, under the ACT legislation, we can adopt the
'model rules' (see Schedule 1 of
http://www.legislation.act.gov.au/sl/1991-31/current/pdf/1991-31.pdf) while
we debate a proper constitution.

The only real issue I see with the Association path is that the Public
Officer must reside in the state/territory that the Association is
registered.

Another option is to register a public company limited by guarantee (cost
$330)
http://www.asic.gov.au/asic/asic.nsf/byheadline/Registering+not-for-profit+or
+charitable+organisations?openDocument
While this would avoid the need for the ARBN, it would mean that we must have
an office somewhere in Aust. and comply with other company type obligations.
It also requires that every member guarantees a certain $ value.

Ian
-------------------------
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 Bruce Bannerman
Sent: Thursday, 16 October 2008 8:27 PM
To: Aust-NZ OSGeo
Subject: [FW: [Aust-NZ] Time to move - Incorporation of
OSGeo-AustNZ[SEC=UNCLASSIFIED]]

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
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