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

[Kevin Dawson]

On Wed, 2008-10-22 at 07:59 +1100, steve jenkin wrote:
> David Newall wrote on 22/10/08 4:01 AM:
> 
> >>From the response to my request to the board for contact details, I
> > believe that AUUG does not have a functioning Board.  As a further
> > result, I believe the only course remaining is to apply to have the
> > organisation wound up.  Does anybody believe differently?
> 
> I agree.
> 
> Any idea of the process?

In one respect, it would be difficult for us to do it ourselves as we're
not functioning at the moment; on the other hand, CAV would probably
accept the decision if we did.  See the attached extract from the Act
and read it in conjunction with our Constitution.

As I see it, this is a summary of our pickles:
      * We held a dissolution ballot about a year ago and it was
        defeated.
      * A few members expressed a desire to rebuild the organisation
        into some semblance of working order - came up with ideas,
        hopes, etc.  Nothing has come of this.
      * CAV (Consumer Affairs Victoria, in its role as Registrar of
        Incorporated Associations) still thinks that Robert Elz is the
        Public Officer, rather than David Purdue.  Clearly kre isn't
        able to act in that capacity because he is not a resident of
        Victoria and our attempts to clarify the position haven't given
        much joy.
      * We have no current Board, so the only person with any real
        authority is the Public Officer.  Refer to previous point.  Even
        my position as Returning Officer will probably have minimal
        bearing.
      * Having no Board also means that legally, we don't exist at all
        and are even in breach of our Constitution and the Act because
        we haven't disposed of our assets in the prescribed manner.
      * We have 24 members at present, based on the list I had for the
        previous dissolution motion.  As the months roll on, they become
        unfinancial.  Most will be out by the end of the year.

I had expected to be in Melbourne for work sometime before now and was
going to call in to CAV to discuss the issue and determine options, but
it hasn't happened yet.  I am not a Victorian resident and they may just
tell me it's none of my concern - I'm yet to find out.  I've had a few
discussions over the past few months with the previous Board.

However, I would warn both of you (Steve, David) that as it appears that
neither of you have been financial members for quite some time (unless
you've renewed this year, in which case I apologise for assuming), that
you do *not* attempt to initiate any wind-up proceedings.  I'm
particularly disappointed with David because even after semi-private
correspondence on the matter, you still persist in trying to force the
issue.  The only options at the moment for unfinancial past members are
to simply walk away, or to refer AUUG to CAV as an ordinary person and
endure both quizzical looks from them and angst from the members who
want to decide the fate of the organisation.  By all means become
financial again if you wish to take a greater role in determining this.
(As an aside, who has the books and the bank account key, for those who
want to renew their membership?)

AUUG can construe this as a wakeup call - either become active again
Real Soon Now, or we will simply remain a group of people on a mailing
list wondering when someone (else) is going to "do something" while
holding on to various assets to which we are not legally entitled and
continuing to lose viable options for what to do with them.  Is our
Public Liability insurance paid up?

A particular concern is the Lions Trust.  Various people have said, with
various levels of conviction, that it would remain unaffected should
AUUG disappear.  I know very little about the workings of trusts, so
could the trustees take some steps to verify whether this is the case
and let (at least) David Purdue and/or myself know the result?  If the
trust is tied to AUUG's name at all, I'd want to make sure it's not
going to be put into doubt itself.

> There is at least one group (Karl, groggy, StephenR) who've indicated
> they wish to take over the domains. AUUG has the ability to transfer
> items, but that would need a functioning board.
> 
> Any ideas on how to advance that?

The Board is not able to simply transfer the assets to individuals.
Refer Constitution.  There is a provision in the Act for a special
resolution for distribution of assets, but we have to become functional
again to wind up and make such a resolution.

> [Is there a way to apply to an authority in Victoria to appoint a
> provisional board to execute the wind-up?]

Probably not - they would simply wind us up involuntarily (it's provided
for in the Act).  If the idea is put to them, they might tell us to get
our act together with a new Board and that was what I was hoping to
achieve by seeing CAV.  This, of course, requires that there is a
reasonable chance of electing a Board.  If we're going to wind up, I'd
rather that it was on our terms, not the Registrar's.

Those who want AUUG to continue (and particularly those who voted
against dissolution last time) - please start delivering, even if it's
only ultimately toward another dissolution motion.

Kevin
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