Minutes of Annual General Meeting 8 Jan 2014

Wed, 2014-01-08 17:32 - 18:29

Minutes of Linux Australia
Annual General Meeting 2014
University of Western Australia, Perth
Wednesday 8th January 2014, Woolnough Lecture Theatre
Present: Please refer Appendix A - Attendance List
All Council Members were present
No apologies were received by the Secretary

Meeting opened at 1732 hours by Mr Joshua Hesketh

1. President’s welcome
MR JOSHUA HESKETH, President

Mr Hesketh welcomed attendees and advised them to fill out the attendance form.

2. MOTION by Mr JOSHUA HESKETH that the minutes of the Annual General Meeting 2013 of Linux Australia be accepted as complete and accurate.
Refer: http://linux.org.au/meeting/2013-01-30

SECONDED by Mr MICHAEL STILL.
MOTION CARRIED by a majority of attendees with 6 abstentions.

3. To receive the REPORTS of activities of the preceding year from OFFICE BEARERS
MR JOSHUA HESKETH - President

Mr HESKETH thanked the community for their efforts during 2013 and noted that Council helps drive initiatives but that the community does a lot of the work; Council plays an administrative and oversight role. He noted that members do really hard work such as lobbying and raising important items and that they are the ones that deserve the thanks.

Mr HESKETH noted that in 2013 seven conferences were run under the auspices of Linux Australia and thanked the organisers of the events. He highlighted that a timeline of events has been compiled to showcase the large number of events.
A timeline of all of Linux Australia’s events can be found here: http://tinyurl.com/koye3mw.

Mr TERRY DAWSON confirmed that Linux Australia was incorporated in 1999 and has run LCA and other events very successfully for many years.

At this point, it was noted that the laptop Mr JOSHUA HESKETH was using was low on battery.

A MOTION was moved by Mr MICHAEL STILL that Mr JOSHUA HESKETH plug his laptop in.
SECONDED by Mr MICHAEL DAVIES and CARRIED by a majority of attendees.

Terry Dawson confirmed LA incorporated in 1999 and has run LCA for several years, as well as many other events, very successfully

Mr JOSHUA HESKETH continued, after plugging his laptop into mains power, by noting that in addition to the conferences and events, Linux Australia supported 7 travel grant requests to natural persons, which were used to support the objectives of the organisation. Sponsorship activities included the Australian Internet Governance Forum and GovHack. Mr HESKETH noted that many Linux User Groups (LUGs) are Subcommittees of Linux Australia, and encouraged LUGs that may be struggling to talk to Linux Australia if they wish to consider this option.

MR JOSHUA HESKETH noted that the cities for linux.conf.au (LCA) have been selected for both 2015 and 2016 and the winning bids will be announced at the end of the conference. The two year model has been chosen to ensure the continuity of the event. Mr HESKETH advised that in 2014 bids will be taken for 2017. Mr HESKETH invited attendees to consider running a linux.conf.au.

ACTION: Mr JOSHUA HESKETH was tasked with arranging a Birds of a Feather (BoF) session at linux.conf.au 2014 Perth for Friday 10th January.
COMPLETE - This action was undertaken and a Conf BoF was held 10th Jan

Mr HESKETH encouraged the community to continue to be engaged and noted that Council doesn’t have time to do every event, and would prefer to play more of a facilitation role to support and encourage other participants to undertake activities.

Mr HESKETH noted that Linux Australia is poor at communicating externally to our organisation and we need to do more out reach activities. In particular in 2014 our focus will be on improving the website. Mr HESKETH encouraged any interested parties to make contact regarding the website.

Mr HESKETH thanked all volunteers within the Linux Australia community.
The audience applauded.

Mr HESKETH invited questions from the floor regarding the President’s Report.

Question from Ms BRIANNA LAUGHER clarifying the donation to Software Freedom Conservancy

Mr JOSHUA HESKETH responded that a donation was made to the Software Freedom Conservancy, who are building accounting software that is free and open source. Although this software is targeted for non-profits, and generally suits Linux Australia, it doesn’t have some of the features we require. We use Xero, which is proprietary, and we would like to use something open source. The donation was really penance for our sins, and was the same amount we spent on Xero. Mr HESKETH indicated that Linux Australia would like to make similar donations in the future.

Mr HESKETH invited Mr FRANÇOIS MARIER to the floor to present the Treasurer’s report.
MR FRANÇOIS MARIER - Treasurer

Mr FRANÇOIS MARIER noted that his report covered the last financial year, which ended 30 September 2013. This time period partly occurred under the stewardship of the previous Council. There were some minor discrepancies in the budget, and this was due to the transition between Councils. Mr MARIER noted that it looks like Pycon AU returned a loss, however sponsorship owing from sponsors were paid in the 2013-14 financial year and will be reported this year.

Mr MARIER indicated that overall, Linux Australia made an end of year loss of approximately $AUD 8587.

Mr MARIER referred to the Treasurer’s Report and summarised the budget for 2014 and noted the Auditor’s Report which is included in the Treasurer’s Report.

Mr MARIER noted that he spent a good proportion of the year on handover activities from previous Treasurer, Mr JOSHUA HESKETH and thanked Mr HESKETH for his assistance.

Question from Mr CHRISTOPHER NEUGEBAUER seeking clarification on the expected profit from PyCon AU 2013

Mr MARIER responded that the expected profit was over $AUD8000 as at 30 December 2013 and that this would be reported in the 2013-2014 financials, but noted that this figure had not yet been audited.
Question from Mr ANTHONY ‘AJ’ TOWNS regarding the cash Linux Australia has to run a linux.conf.au

Mr MARIER and Mr HESKETH responded jointly and advised that the goal of Linux Australia was to keep as much cash as it takes to run an LCA in the account as a contingency measure. Mr MARIER and Mr HESKETH confirmed there are no plans to change this approach. Mr HESKETH identified that Linux Australia runs off the profit of linux.conf.au. It was identified that Linux Australia has around $AUD 400k in equity and that a conference takes around $AUD 500k to run.

A follow up question was asked regarding how much cash is required to be kept in the bank for this purpose. Mr HESKETH responded that it would be lovely to have a volunteer do a cost benefit analysis on having insurance for events versus keeping a large contingency as cash in the bank, noting that insurance coverage is extended to LUGs. He noted that assuming that a conference gets zero deposits and zero funds back that there would be tens of thousands of dollars lost if a conference was cancelled. He noted that insurance costs at least $50k, and that it is easier to keep funds in reserve for this contingency. It was noted that refunding delegates would be a non-issue.
Comment from Mr MICHAEL STILL regarding costs of conference

Mr STILL commented that it is difficult to estimate the cost base of a conference, given that different conferences undertake different operations. For example, in Canberra the accommodation was done in-house while in Perth the accommodation was done entirely by the colleges, so it’s difficult to compare accurately.
Follow up question from Mr MICHAEL DAVIES following up question by Mr TOWNS

Mr DAVIES commented that he thought there were normally enough funds to fund an LCA from savings from cash if the need arose. Mr HESKETH responded that Linux AUstralia budgeted to run LCA on no sponsorship, with a projected cash flow of $100k needed to run a conference.
Comment from Mr ANDREW RUTHVEN regarding cash flow required to run a conference

Mr RUTHVEN commented that $100k seemed a bit low to run an LCA. Mr HESKETH commented that we need some further analysis on this matter but that we generally have enough in reserve, and that Linux Australia shouldn’t budget for a loss.

Mr HESKETH went on to explain that Council is an administrative body and advised that previous feedback had been received from members that Linux Australia was not doing enough with those funds. He advised that if there is a feeling that Linux Australia should be more conservative than we could be; it’s not hard to spend less. Mr HESKETH advised he believes that Linux Australia has struck a comfortable balance at the moment and that in the worst case if we have a low income, high cost year Linux Australia would make a small loss.
Comment from Ms BIANCA GIBSON

Ms GIBSON noted that Linux Australia had run conferences this year that returned an unexpected profit, such as Pycon AU.
Comment from Mr CHRISTOPHER NEUGEBAUER

Mr NEUGEBAUER noted the positive returns of Pycon AU, and noted that grants and spending in this area, such as the sponsorship of Pycon US for Australian and New Zealand speakers, had increased commensurately.
Question from Mr ANTHONY ‘AJ’ TOWNS

Mr TOWNS asked whether the community could be provided with the Treasurer and Auditor’s Report closer to the end of the financial year. Mr HESKETH responded that it was not realistic given the time to do the audit, but noted that it would be straightforward to the have budget available earlier in the year. Mr MARIER noted the timeframe required for the audit. Mr TOWNS was comfortable waiting for the audit before receiving the report. Mr MARIER indicated he was not comfortable publishing the report prior to it being audited.
Comment from Ms BRIANNA LAUGHER

Ms LAUGHER noted that she is very happy that the Council is spending money towards the community in grants and events, leading to a vibrant community, rather than hoarding the money and not doing anything other than having a large bank balance.
MOTION from the floor

A MOTION was moved by Ms PIA WAUGH that the community agrees that the expenditure of funds on projects of community benefit such as that seen in 2013 is in alignment with what the community wants to see and that this should be continued.

MOTION seconded by Mr PAUL WAYPER.
Motion is carried with 5 abstentions.

Ms KATHY REID was invited to the floor by Mr HESKETH to present the Secretary’s Report
MS KATHERINE (KATHY) REID - Secretary

Ms REID thanked Mr PETER LIEVERDINK, previous Secretary of Linux Australia, for his excellent handover. She described the role of Secretary and advised that during 2013, 24 teleconferences had been held and that quorum had been achieved at each. Minutes had been issued generally within one week of the conference.

She advised that Face to Face was held in Melbourne in March during which time Council undertook Media training which was very beneficial. She offered to share the findings of Face to Face with members and noted that most of the minutes had been made publicly available.

Ms REID noted that we had seen gradual membership growth throughout the year.
Question from Mr JAN SCHMIDT regarding membership numbers for 2013 being less than 2012

Ms REID indicated that the discrepancy was due to the removal of duplicates which had not been done for 2012.

Ms REID identified that the renewal of memberships was not undertaken in 2013 and that this needs to be done as a priority for 2014.

Ms REID noted that the Member Survey was a deliverable the Council can all be very proud of. The Survey received nearly 600 responses when only 300 were expected. Ms REID thanked the 600 people who did the survey. Around 20 attendees had read the survey report. Some key points identified included the large senior cohort in the community who need more information about basic open source and linux, the fact that we have a poor pipeline with younger and student members, and that we need to do more influence and advocacy. A key theme through the survey was the need to keep LCA affordable. For many members the survey was the first correspondence they had received from Linux Australia.

Ms REID advised that the data from the survey has been released in an open format and is available for others to analyse and repurpose.

Ms REID advised on the Media and Communications activities of the Council, and advised that Twitter followers had risen to over 600, and that a target of 800 was identified for 2014.
She further advised that an inaugural newsletter was released in April, and that a Media and Communications Subcommittee was starting to get off the ground, but that more volunteers were needed.
Question from Mr CHRISTOPHER NEUGEBAUER regarding direct communication

Mr NEUGEBAUER first commented that this was the first time we had used data from MemberDB for communication and that it may be worthwhile for Council to find a way to directly communicate with members. He went on to ask about the In-Camera Minutes of meetings and whether any events have become appropriate to be discussed in the open.

Ms REID responded by stating that the role of Council is to balance transparency and confidentiality. For example, the outcomes of Complaints would not be made public. Mr NEUGEBAUER thanked Ms REID for the additional transparency. Ms REID identified that she intended to continue in this vein in 2014.
Question from Mr CRIAG MCWHIRTER regarding the tool used to measure social media

Ms REID indicated that the ThinkUp tool written by Gina Trapani was used.

Mr Joshua Hesketh called for motions to accept the Office Bearers’ and Auditor’s reports.

MOTION by Mr CHRISTOPHER NEUGEBAUER to approve the Auditor’s report.
SECONDED by Ms BIANCA GIBSON
Carried by a majority of attendees with 5 abstentions.

MOTION by Mr MICHAEL STILL to approve the President’s report.
SECONDED by Mr CHRISTOPHER NEUGEBAUER
Carried by a majority of attendees with 1 abstention.

Mr ANDREW COWIE noted that we could accept all Office Bearer’s reports at once, by Ms KATHY REID advised to do it separately.

MOTION by Ms BRIANNA LAUGHER to approve the Treasurer’s report.
SECONDED by Mr ANTHONY ‘AJ’ TOWNS
Carried by a majority of attendees with 1 abstention.

MOTION by Mr TIM SERONG to approve the Secretary’s report.
SECONDED by Mr CAMERON TUDBALL
Carried by a majority of attendees with 1 abstention.

Please refer to reports

President’s report
http://lists.linux.org.au/pipermail/linux-aus/2014-January/021333.html
Treasurer’s report
http://lists.linux.org.au/pipermail/linux-aus/2014-January/021332.html
Secretary’s report
http://lists.linux.org.au/pipermail/linux-aus/2013-December/021276.html

MOTION by Ms PIA WAUGH to accept the actions of Council for 2013
SECONDED by Mr STEVE KOWALIK
Carried by a majority of attendees with 2 abstentions (from Council) (laughter).

Mr HESKETH identified Mr JAMES BROMBERGER to discuss the tabled item.

4. To CONSIDER items tabled in the call for agenda items
Amazon Web Services gift vouchers, raised by JAMES BROMBERGER

Mr BROMBERGER invited interested user groups to contact him if they wanted to use the gift vouchers.

5. To HEAR and RESPOND to questions from the floor
Question from Mr STEPHEN WALSH noting that the Mirror Team maintain a mirror of Debian, Ubuntu and other distributions and videos of linux.conf.au, and given this should Linux Australia pursue uploading of videos when outsourced to a third party and not the committee

Mr HESKETH responded that he would prefer all videos uploaded from conferences to the mirrors. He noted that as a community we help people who are doing open source things who don’t have as many skills. For example, WordCamp don’t have the tech skills to do video and might choose to outsource to a third party. Mr HESKETH indicated that the question required further consideration, as different conferences and events have different requirements.

ACTION: Ms KATHY REID took back an action to have this tabled as a discussion point at a future Council meeting.

Mr CHRISTOPHER NEUGEBAUER indicated he was happy to chase up past Pycon AU videos.

ACTION: Mr CHRIS NEUGEBAUER to chase previous Pycon AU videos for upload.

Mr HESKETH invited Mr TERRY DAWSON to the floor as Returning Officer

6. DECLARATION of Election and WELCOME of incoming Council
MR TERRY DAWSON, Returning Officer

Mr TERRY DAWSON stated that in his capacity as Returning Officer for Linux Australia he has validated the results and confirmed the conduct of the Linux Australia Election and satisfied himself that the election was conducted fairly and properly. He noted that even though MemberDB had some multiple registrations, there is no evidence of rigging and the election was held in accordance with the constitution.

The results of the election were noted.

The office of PRESIDENT was uncontested and Mr JOSHUA HESKETH was re-elected with 90 votes
The office of VICE-PRESIDENT was uncontested and Mr HUGH BLEMINGS was re-elected with 91 votes
The office of TREASURER was uncontested and Mr FRANÇOIS MARIER was re-elected with 88 votes
The office of SECRETARY was uncontested and Ms KATHERINE (KATHY) REID was re-elected with 92 votes

The offices of ORDINARY COMMITTEE MEMBERS were contested and the following candidates were elected;

With 87 votes, Mr CHRISTOPHER NEUGEBAUER was elected
With 84 votes, Mr JOSHUA STEWART was elected
With 81 votes, Ms SAE RA GERMAINE was elected

Mr DAWSON led attendees in congratulating the new Council.

Mr HESKETH thanked Mr DAWSON.

Mr HESKETH noted to attendees to fill in the attendance register.

Mr HESKETH closed the AGM at 1829hrs.

END MINUTES

Appendix A: Attendance register

Council in attendance

Mr Joshua Hesketh, President
Mr Hugh Blemings, Vice-President
Mr François Marier, Treasurer
Ms Kathy Reid, Secretary
Mr Joshua Stewart, OCM
Mr Clinton Roy, OCM
Ms Bianca Gibson, OCM

Members as recorded in MemberDB as at 1730hrs on 8th January 2014

Mr Julien Goodwin
Mr Christopher Neugebauer
Mr Russell Keith-Magee
Mr Craig McWhirter
Mr Tim Ansell
Mr Marco Ostini
Mr Terry Dawson
Mr Cameron Tudball
Mr Michael Ellery
Ms Sae Ra Germaine
Mr David Bell
Mr Matthew Cengia
Mr Tim Serong
Mr David Tulloh
Mr Steven Hanley
Mr Michael Davies
Mr Michael Still
Mr Paul Wayper
Mr Eyal Lebedinsky
Mr Brian May
Mr Russell Coker
Mr Jonathan Woithe
Ms Brianna Laugher
Mr Mark Walkom
Mr Peter Lees
Mr Anthony Towns
Mr Russell Stuart
Mr James Iseppi
Mr Shaun Nykvist
Mr Matthew Oliver
Mr Andrew Ruthven
Ms Pia Waugh
Mr Nick Bannon
Mr Jan Schmidt
Mr Anibal Monsalve Salazar
Ms Lana Brindley
Mr Steve Walsh
Mr Mark Ellem
Mr James Bromberger
Mr Tony Breeds
Mr Peter Lyons
Mr Alistair Irvine
Mr Andrew Cowie
Mr Andrew McDonnell
Mr Kim Hawtin

Observers (those not registered in MemberDB as at 1730hrs on 8th January 2014. Observers may have subsequently applied for and been granted membership.

Mr Sebastian Cook
Mr Simon Pamment
Ms Stephanie Huot
Ms Cherie Ellis
Mr Steven Ellis
Mr Steve Kowalik
Mr Andrew Sands
Mr Samuel Bishop
Mr Mimoune Djouallah