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

[Kevin Dawson]

G'day all.  This is a bit long, so please bear with me.

On Sat, 2008-10-25 at 20:29 +1100, Frank Crawford wrote:
> 	Agreed.  Some action is needed, even if it is to force a winding up,
> since nothing seems to be beating now.

What a difference a few days of talking make :-)  Sorry about not
participating as the discussion went along.

I'll start here and work down, as there are a few things that need
clarification along the way.

Firstly, my (suddenly found) email last week pretty much summed up what
I thought was our current position.  A dissolution motion was defeated;
nothing has come out of various people's intentions of reinvigorating
AUUG; we have some difficulties to sort out with CAV; we have to come
alive again for *anything* to happen with AUUG's assets; there are 24
(not 8) current members (according to the list I had for the dissolution
motion), plus another who is in the "renew within 2 months or you're
deemed to have resigned" period, but by year's end most of those expire.

Regarding the membership list, it's not intended as a proper register
and it hasn't been updated with any renewals or resignations since the
dissolution ballot, so I will not be publishing it.  However, if anyone
is curious regarding their status, I'm happy to advise them by private
email what their date of expiry was at the time of that ballot.

An aside: who holds the books at the moment and is our Public Liability
insurance up to date?

I've been a bit concerned about the Lions Trust and whether it was tied
to AUUG's assets, so I chased up one of the trustees and the response
was:

        I don't believe that the accounts were ever separated, and
        despite a recommendation from the trustees that it should roll
        over into the Lions Chair fund at UNSW, I don't believe this was
        ever done.

If we want to either continue or wind up on our own terms, rather than a
government clerk's, we need to become active again.  Right now, AUUG is
without a Board and therefore doesn't exist, except for the assets held.

There has been some talk about transferring domains etc, even if AUUG
does come back to life long enough to let it happen.  A quick perusal of
the Constitution only tells me about income and acquisitions; there is
nothing about disposal of assets (except in wind-up).  Further:

        28. The income and property of the AUUG however derived shall be
        applied solely towards the aims and purposes of the AUUG as set
        out in these Rules, and no portion thereof shall be paid or
        transferred directly or indirectly by way of dividend to any
        member of the AUUG at any time.

AUUGPS would have to be incorporated to receive AUUG's assets (so the
assets go to AUUGPS rather than individuals); alternatively the people
acquiring the assets would have to be non-members of AUUG.  The phrase
"at any time" probably includes "at dissolution".

A registrant of a .org.au name must be one of:
     A. an association incorporated in any Australian State or
        Territory; or 
     B. a political party registered with the Australian Electoral
        Commission; or 
     C. a trade union or other organisation registered under the
        Workplace Relations Act 1996; or 
     D. a sporting or special interest club operating in Australia; or 
     E. a charity operating in Australia, as defined in the registrant’s
        constitution or other documents of incorporation; or 
     F. a non-profit organisation operating in Australia, as defined in
        the registrant’s constitution or other documents of
        incorporation. 
( http://www.auda.org.au/policies/auda-2008-05/ ), so AUUGPS would
probably have to incorporate to take on AUUG's domain name.

As others have noted, it looks like there are 2 ways of moving forward:

     1. Reinvigorate AUUG
     2. Create and incorporate AUUGPS
     3. Have AUUG transfer its assets to AUUGPS
     4. Wind up AUUG
     5. Preserve the assets it desires

or

     1. Reinvigorate AUUG
     2. Preserve the assets it desires

One of these looks more straightforward than the other.  In the
Constitution, the Aims are stated to be promoting knowledge and
understanding of open systems and AUUG can do things consistent with
those aims.  If it is deemed that preservation is not currently
included, then change the Constitution so that it is.  Whatever happens,
AUUG still has to come back to life and vote on special resolutions so
it can decide its future.  Those people putting energy into AUUGPS could
put the same energy into AUUG, with less mess and less hassle - creating
a second organisation will cause further fragmentation.

It's not a *requirement* that AUUG holds technical meetings, distributes
newsletters and software, etc (the "how to achieve the aims" section),
but unless AUUGPS allows those things (and intending to be only a
preservation society, that's unlikely), it has no advantage over AUUG.

Karl's sample objects could simply be adapted into AUUG's Constitution.
There is, however, a question mark over teleconferencing.  I recall a
legal clause somewhere disallowing it but can't find it right now.

If AUUG takes no action regarding its future, then CAV will eventually
decide that we're indeed a Norwegian Blue and the last known Board and
possibly the remaining members will wear some significant annoyance from
them.

Lawrie Brown asked about AUUG's current financial position.  I don't
know about the treasurer's side of things, but the Lions Trust would
have some money in it.  If it exceeds $1000, the CAV Fact Sheet says we
need a CPA.  If it's greater than $10000, we need a liquidator.  They're
not cheap and they almost certainly don't care about preservation.

There have been comments over the membership fees.  Quite simply, it's
the Board's job to determine fees - it doesn't even go to a membership
vote.  I didn't pick that up before the end of the last Board's life
(nor, it seems, did anyone else).  When AUUG comes back to life, one
thing its Board *must* do is address fees.

The AGM is supposed to be held in the second half of the year, so we
have 2 months left.  Problem is, of course, we don't have a Board and to
get one we either have to break our own Constitution and have a late
election, or get a ruling from CAV or the Victorian Supreme Court to
conduct elections.  I'm willing to conduct it in accordance with
whatever ruling is handed down from above and I would like at least some
informal acknowledgement from CAV that we can do it ourselves to clean
up the mess if it is decided to go that way.  Another purpose of my
visit to them, should I ever get to Melbourne.  I'll probably have to do
it by phone...

Overall, I see very little point in starting AUUGPS to just take over
the assets of AUUG if it's going to go down the same incorporation path
with the same people.  If it's really a case of $40 vs nothing for the
cost of lodging a return, that doesn't strike me as much of a reason to
go through a lot of shuffling to move the location of incorporation to
ACT.  We do already have a Public Officer in Victoria and when last I
heard, he was still willing to act in that capacity.  I believe that
companies can incorporate through ASIC (a Federal body), but I don't
know about Australia-wide incorporated associations, which have usually
only been State-based affairs.  Can someone help here?

I think that, for a group like us who are having trouble getting active
again, forming a new association isn't going to solve much when we have
to reactivate the old just to allow it to happen.  Surely changing our
Objects to suit our new preferred role (if we have to do even that) is
easier.  AUUG might be struggling as an active, progressive group (and
whether it climbs out of its rut is up to the members), but AUUGPS is
setting itself up never to be that in the first place and I think it may
restrict some options if they arise.

My preferred actions are:
     1. Find some members who are willing to stand for the Board
        (remember, free membership for that year!)
     2. The Board drops fees to something more attractive and more in
        line with what we're doing
     3. Sort out any problems with the Constitution
     4. Invest in the preservation aspect

If we present CAV with a case saying we have the people, the desire to
continue, etc, it's going to be easier for them to say "OK".

Thanks for getting this far,
Kevin