[AUUG-Talk]: Wind up AUUG: Objections?

Karl Auer kauer at biplane.com.au
Sun Oct 26 15:35:11 EST 2008

On Sun, 2008-10-26 at 15:11 +1100, Lawrie Brown wrote:
> > To that end I call on the board (or failing that) the public officer to
> > transfer the domain name and the contents of the web site and mailing
> > lists (and any other "non tangible" assets it sees fit) into the safe
> > keeping of the Society.
> really feel there has to be something a little more formal, a set
> of rules covered the items I mentioned previously.
> Unless someone can give me some firm legal opion to the contrary.

It's not a legal opinion, being as how I am not a lawyer, but from many
years of experience is various non-profits, I am about 99% certain that
the committee of an incorporated association, unless explicitly
forbidden by its own Rules or the law, can do with the assets of the
association pretty much anything they darn well please, as long as:

- it is done in the interests of the association
- it is done according to the objects of the association
- it is done in good faith

What is explicitly forbidden, however, is to operate associations to the
benefit of particular individuals or to distribute profits to members.
Neither of those apply here: It's a one-off thing, and whether it would
be to anyone's benefit at all other than AUUG itself is questionable.

I think there is a lot of confusion in people's minds about the rules
pertaining to assets before winding up and the rules pertaining to
assets while winding up.

Before winding up, the committee can do pretty much anything it wants,
within very loose constraints. Once the decision is taken to wind up,
however, the constraints become very specific and firm.

Safeguarding AUUG's electronic assets is clearly to the benefit of the
association, particularly in the light of the uncertain future AUUG
itself faces. It costs very little to pass the rights to the domain over
to a new group, associated or not, and there are no laws or rules
preventing us doing so. There is no discernible personal benefit to the
safeguarders, either, in fact it will tend to be a cost.

So - just do it.

Regards, K.

Karl Auer (kauer at biplane.com.au)                   +61-2-64957160 (h)
http://www.biplane.com.au/~kauer/                  +61-428-957160 (mob)

GPG fingerprint: DD23 0DF3 2260 3060 7FEC 5CA8 1AF6 D9E3 CFEE 6B28

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