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

[Christopher.Vance at auug.org.au]

On Tue, Oct 28, 2008 at 12:00:51AM +1100, Kevin Dawson wrote:
>An aside: who holds the books at the moment and is our Public Liability
>insurance up to date?

Depending on your views, Peter Wishart is/was the last Treasurer.  He
should know.

>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 it hasn't happened, it's a lack of carry through.  The board
certainly agreed this should happen, but weren't able to make it
happen, because none os us are signatories.  (After the conferences
got small enough that the award wasn't presented any more, AUUG was
basically just a postbox and reporting entity for that account.)

There was a complication with a (company) bankruptcy, so I don't know
what the current state of the account transferal is.  It may have
happened (although I would have thought we'd have heard).  I guess
there would need to be a meeting of the trustees, and for at least two
of them to sign the relevant papers to close the account.

Since long before I was Treasurer, the Lions Award was a separate
account at a separate bank, and the signatories were in no way tied to
the AUUG board, even if they might have started that way.

>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".

I think the plan was for AUUGPS not to receive monetary or physical
assets, so as to avoid complications.  Their interest is in people,
history, information, etc.  It might work.

>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.

The current constitution is hidden inside the dismantled Plone area on
the auug machine, and should be revivable.  I think it's about 6MB of
.tb2.  If I get 5 individuals asking me to, in separate personal
emails not copied to the list, I'll try to recover it.  Or maybe I
can find a copy somewhere else.

The constitution definitely permits email ballots and notices.  The
previous constitution is on the web site, but predates those
amendments (passed 2005, I believe).

>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.

Last time I looked the Lions Award account was over $40K.  The other
accounts were probably about $10K.  All three accounts are held at
different institutions for historical reasons.  One reason to discuss
dissolution was the rate at which the $10K was disappearing.

>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

We didn't get any nominations for the board, which is why there either
isn't one, or (some of?) the previous people continued.  I chose not
to continue when my term expired, since an ex-Treasurer didn't seem
necessary.  The previous year there was only one nomination, so it's
not a new problem.

Despite the noise on this list, what's important is what you all *do*.
If none of you take action to become (at least part of) the AUUG
board, there won't be a board to do any of the tidy up stuff mentioned
here.

I would say that those members who voted against dissolution have the
most obligation to tidy up the mess, since otherwise the board would
at least have had a mandate to do something.

>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

I'm not sure I've ever met Luc.  Is he still in Victoria?

>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 believe that Inc is a state thing.

>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!)

You have to be financial to become a board member. The free membership
only holds when you're already on the board.

>     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".

While on the board, I proposed constitutional changes to drop the
board size, and some other things which seemed important at the time,
but even the board didn't excited enough about it for it to be
presented to members.

If the (last) existing board would drop fees low enough for other
people to become financial, say $10/year or less, they may find some
fresh board.  The constitution and maybe the CAV are very forgiving -
if you try to do things in accord with the intent of the
constititution, and nobody objects vigorously enough, the methods
don't necessarily have to be good.

I'm pretty sure that anybody who is financial, and volunteers on
board at auug.org.au, and doesn't have significant personal issues with
the existing/past board, is reasonably likely to be coopted to the
board.

Of course, one of the costs AUUG would have to shed to become lean is
the merchant facility (if it isn't already gone), so you'd be renewing
by bank transfer or cheque only.

Once the Lions Award burden is offloaded, AUUG would become much
easier to steer.

Actually, I think there aren't enough of you out there who care
enough, even at $5, to spend some time on the board.  Or you care, but
can't commit the time, which actually has the same effect.

In reality, I really don't think there will be a board for AUUG, and
the funds will eventually peter out enough that part of the Lions
Award will be sucked off to covering the liquidator's costs.  (Or it's
already been moved and there isn't enough left to need a liquidator,
and the accounts just run down to zero.)

I think AUUGPS will carry on for a while, but have comparatively
little effect on the planet.  I plan to camp there for a while.

-- 
Christopher Vance