Meeting:2012 AGM/Minutes

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The fifth Annual General Meeting (2012–2013) of Wikimedia Australia, Inc. was held on Sunday 25 November 2012.

The meeting started at 4:00 PM AEDST.

The President John Vandenberg chaired the meeting.

Attendance and apologies

Melbourne teleconference centre

  • Steven Zhang (returning officer for Melbourne)
  • Chris Watkins
  • Brian Salter-Duke
  • Peter Froment
  • Pru Mitchell

Adelaide teleconference centre

  • Adam Jenkins
  • Steven Clark (non-member, election officer)

Individual teleconferenced members

  • John Vandenberg (President)
  • Craig Franklin (Treasurer)
  • Graham Pearce (Ordinary Member)
  • Charles Gregory (Ordinary Member)
  • Nick Dowling
  • Angela Starling
  • Peter Jeremy
  • Gideon Digby
  • Mark Hurd
  • Liam Wyatt
  • Peter/Privatemusings (joined near the end of the meeting)

Proxies

  • Robert Myers, Laura Hale, and Ross Mallett: appoint Steven Zhang at his own discretion
  • Gideon Digby: appoints Steven Zhang at his own discretion except proposal 7.1 (adoption of 2012 model rules), which he opposes. (He in fact attended the teleconference in person; see the end of the annual plan section below.)
  • Lyle Allan, Tony Souter, and Gillian White: appoint John Vandenberg at his own discretion
  • Jutta von Dincklage: appoints Liam Wyatt at his own discretion
  • Kerry Raymond: appoints Adam Jenkins at his own discretion

IRC

Note: According to Resolution:2012 Annual General Meeting conference method, members were only allowed to vote at the 2012 AGM if they had been part of the teleconference or attended the AGM in person.

  • Robert Myers
  • Gideon Digby
  • Craig Franklin
  • Nick Dowling
  • Andrew Owens
  • Peter Jeremy
  • Steven Zhang
  • Mark Hurd

Apologies

  • Gillian White
  • Kerry Raymond

Thanks

John thanked the 2011–12 Wikimedia Australia committee, the volunteers who have helped the organisation in some capacity, and Steven Clark, the election officer, for their service to Wikimedia Australia. Steven Zhang thanked Computer Bank for providing the venue for the AGM for the last few years.

Confirmation of minutes

(attached)

Steven Zhang was curious about the reason for the late delivery of the minutes, and wondered whether it was standard practice. John said that it was acceptable, but not standard practice, and it would have been good if they were done much earlier. He went on to say that we were hoping to try to include what was said in the teleconference into the minutes, but the recording was unavailable. He said the minutes were written using the IRC log as a framework and notes that he had made about motions, votes and the like. The IRC log was also the source of much of the commentary in the minutes.

Mark raised concerns about the number of invalid proxies in the previous AGM, including his own. John agreed that it caused quite a lot of concern and said it may cause problems when submitting the minutes to CAV [Consumer Affairs Victoria]. He said the chair is supposed to make the call about proxy validity on the spot before the meeting closes, and added that we needed to recount and double-check the results afterwards: it was a mistake he won't repeat. Many people submitted their proxies after the deadline, which was 24 hours before the meeting started, and he had forgotten that proxies submitted after the deadline were invalid.

Resolution
That the minutes of the 2011 AGM be confirmed.
Moved
Steven
Seconded
John

Carried without dissent

There was some discussion of a minor copy-and-paste error in the Agenda.

Committee Reports

Treasurer's report

(attached)

Peter Jeremy asked whether the 2011–2012 accounts were being audited. Craig responded that this was in the process of being done, but unfortunately not in time for the AGM.

Resolution
That the Treasurer's report be accepted.
Moved
Graham
Seconded
Gideon

Carried without dissent

Brian said it should be recorded in the minutes that the previous year's Financial report had indeed been audited. John agreed with this suggestion. Brian went on to say that the auditing of the 2010–11 accounts was a major undertaking, and congratulated everyone involved in that process.

John asked Craig if he had any comments about the feedback received from the auditor about the 2010–11 accounts. Craig said there was nothing in particular that should be noted, and nothing concerning or alarming in the auditor's report. He said the auditor's report was in the treasurer's report, and encouraged everyone to take a look at it. He thanked the members of previous committees, particularly Brianna Laugher, Liam Wyatt and Brian Salter-Duke, for their valuable assistance tracking down information regarding transactions and events that had occurred before he became Treasurer.

Secretary's report

(attached)

John noted that Wikimedia Australia closed its membership application process on 1 November and Charles had just added a note in the report that there are three pending memberships, which were to be put on hold until the AGM is over.

John also pointed out that due to the work of Craig and especially Anne, we have had a very high membership renewal rate. He noted that Craig has implemented a package called Xero which does all the accounting online.

Resolution
That the Secretary's report be accepted.
Moved
Craig
Seconded
Steven

Carried without dissent

President's report

(attached)

Steven pointed out that at the last AGM, some dissatisfaction was voiced about the brevity of the report, and noted that he was impressed with the amount of detail in the 2012 report. Mark agreed with that assessment and said it was a pity that the report was not released before the election. There was discussion of two minor errors in the report, which were rectified during the meeting.

Resolution
That the President's report be accepted.
Moved
Brian
Seconded
Gideon

carried without dissent

Election of officers of the association and members of the committee

The election officer, Steven Clark, noted that the results of the 2012 AGM election were as follows:

  • President: John Vandenberg
  • Vice-president: Graham Pearce
  • Secretary: Charles Gregory
  • Treasurer: Craig Franklin
  • Ordinary members: Kerry Raymond and Steven Zhang

John asked Steven Clark if he had any comments about the way that the votes were spread or any other relevant issues. Steven said they were reasonably straightforward. John also asked whether the election results were validated using OpenSTV, and Steven remarked that the major ones only involved two people so there was no need to use single transferable voting for them, and the results for the ordinary members had not been pushed through OpenSTV yet.

Brian asked if the results for the ordinary members had been run through single transferable voting (STV) first, and Steven confirmed that this was the case. He said that for the ordinary members, he used the normal process of removing those that had already been elected to the committee, and said the ordinary member election was the only one that required more than one round of STV.

Steven Clark noted that this was the first time that the election results were released anywhere.

John pointed out that there were issues with the software that had been discussed on the mailing list, and asked if they had caused any problems. Steven responded that there were no problems except for those relating to one member, which were resolved.

On IRC, Robert Myers asked how many valid votes were submitted. Steven said that 63% of eligible members voted, which came to about 34 voters. He added that a detailed breakdown would be provided later.

John noted that when Adam needed to perform technical tasks on the Wikimedia Australia server, such as adding and removing people from the mailing list, he always did so in the presence of Steven to prevent election tampering. He thanked Steven for being the returning officer and the overseer of the server.

Steven Zhang said that it should be noted that the election has been quite divisive, and expressed a wish that the membership and the committee can move on from this.

2013 Annual Plan

John said that in the lead-up to round 2 of the FDC [Funds Dissemination Committee] application, we would need to tighten the annual plan, drop non-essentials, and reduce the amount of unallocated money.

Liam asked two questions: he had heard about other plans that were floating around and asked that they be put on the wiki or otherwise published so any good ideas could be integrated into the official annual plan. He also asked the new committee to publicly announce their acceptance of the FDC recommendations. John agreed with these ideas.

There was discussion about how it would be perceived that Australia has donated a lot of money to the movement but has received nothing in return. It was concluded that that was not a major problem because Wikimedia Australia has money in the bank, is actively using it, and can ask for more funds if necessary.

Adam expressed concerns that the annual plan requires four times the amount of money that Wikimedia Australia possesses, and the extra funds cannot be guaranteed. John said the resolution could be modified to say that the plan would be changed if we get no money out of round 2 of the FDC. Adam sought clarification about the money for the Australian Research Council (ARC) grant, and John responded that the money for the first year of the ARC grant (should it be successful) was already reserved. Adam then asked if Wikimedia Australia would be in debt by October if it received no money in FDC round 2; John answered yes. Craig said he was not enthusiastic about the prospect of borrowing money to fund Wikimedia Australia's programs, because we'd quickly dig ourselves into a hole. John said that the ARC money is only committed for the first year of the program, not subsequent years.

Pru commented that the annual plan contains very little reference to the goals in the strategic plan. Steven agreed, saying that the annual plan did not show how Wikimedia Australia's past successes qualified it to do any further program work (e.g. the work with the Australian Paralympic Committee). John concurred, saying the lack of approval by the FDC neither surprised nor concerned him. Craig also agreed with the general gist of the discussion.

There was discussion between Pru and John about whether there was a requirement to accept a budget at the AGM; John said that was not the case.

Pru asked if it was more helpful to the committee to have an annual plan that was passed at the AGM to work with, or whether a revised plan could be presented to the members for feedback in three months. John pointed out that the last annual plan was not approved at an AGM, but if even if that was the case for the 2013 plan, slight changes throughout the year would not be a problem as long as they were clearly marked, and there would be no need to hold an SGM to approve any changes unless there were major concerns about them. He said that the Wikimedia Foundation would probably not approve any grants for Wikimedia Australia unless we had an annual plan that was accepted by the members.

He then asked the incoming committee if Wikimedia Australia needed an annual plan to move forward. Steven was concerned about approving a flawed annual plan, but said it would be better than approving no annual plan at all. Liam agreed, and asked if it would be possible to approve this annual plan, but require the new committee to investigate drawing it down radically in advance of the second round of the FDC. John agreed with this suggestion, and pointed out that the Wikimedia Foundation board did the same thing to its annual plan. Liam proposed the addition of a stipulation saying we like the principle of the annual plan, but noting the FDC and the Wikimedia Foundation's own budget revisions, we request that Wikimedia Australia's new chapter committee consult with the members to revise the annual plan in advance of FDC round 2. John said that he believed the Wikimedia Foundation set a specific date in its resolution about modifying the annual plan, and it would be a good idea for Wikimedia Australia to do the same thing. John temporarily dropped out of the teleconference while elaborating on that comment.

In relation to the idea that an annual plan was needed for an FDC application, Adam pointed out that Wikimedia Australia did not have an annual plan that had been approved by membership when it applied for FDC round 1. John rejoined the teleconference and commented that it was not essential but would be desirable, as most chapters were in the process of making annual plans while applying for FDC round 1. He dropped out again while making that point.

Pru wondered if it was possible to ask that the annual plan be scaled down proportionately. Liam commented that it removes many of the potential options for adjustment, because it's basically the same plan but smaller, and it also removes the ability of consultation to have any effect. John said that the $80,000 of unallocated funds should either be filled in or removed. He noted that other chapters are moving away from the idea of having large reserves of unallocated money. He also stated that the GLAM section of the plan was not that scary, and involved institutions that were very likely to come on board; this could be sold better.

Liam asked if it was technically possible to move a motion approving the annual plan but asking for it to be reduced in light of the FDC results and the Wikimedia Foundation's adjustments. John and another person said yes, and John suggested that a date should be set. Based on the application deadline for the FDC of 1 March, it was decided that the 1st of February would be appropriate.

Motion
To accept the annual plan subject to the committee reviewing and responding to the FDC comments by the 1st of February.
Moved
Gideon
Seconded
Craig
Oppose
Laura

Carried with one oppose

Steven was unsure of how to deal with his proxies. He initially set all four of their votes to oppose, but changed their votes after consulting with them. In particular, Gideon, who was at the teleconference, objected because he in fact moved the proposal; he said he only asked Steven to be his proxy in case he had technical issues that would prevent him from attending the teleconference.

Proposals

Adopt 2012 model rules

Steven asked why proposal 7.2.1 about increasing the size of the committee can only be passed if proposal 7.2 (adopting the modified rules) passes. John answered that it would be very difficult to modify the model rules, which would be used if proposal 7.2 failed.

A question was asked about when proposal 7.2.1 (increasing the size of the committee) would become effective. John responded that the only time new committee members can be added is at an AGM, and Gideon, the originator of the proposal, said the committee size increase would take effect at next year's AGM (to which John voiced his agreement). John mentioned that the committee could add observers, and there was general agreement that this would be a good idea.

Brian said we could accept the model rules, but if they are rejected, he didn't think we could accept the second proposal without a special general meeting, because he didn't think the proposed rule changes were sufficiently comprehensive. John disagreed, believing that the proposed changes were sufficient. He said he was confident that the rule changes were sufficient to bring our current rules into compliance with the new act. There was discussion about the mutually exclusive nature of proposals 7.1 and 7.2, but it was pointed out that a member could vote against both of them.

John noted that the advantages of the model rules were the terminology, structure, and extra detail. He said that that the committee was annoyed by the rules saying that non-financial members were still effectively members. He also said that the conflict of interest section is much clearer, and more things must be declared. He added that there is no requirement for the minutes to be published, and noted that members can request private documents from the organisation – the committee would have to determine which documents would never be released except by a Freedom of Information request. He said that the main problem with the model rules is that they do not allow for electronic voting and that is a revision we have made in previous general meetings; if the model rules were to pass, we would have an SGM and submit a rule change to re-introduce electronic voting. The other advantage is that it is very cheap and easy to adopt the model rules. Adam noted another disadvantage of adoption of the unmodified new rules: they can be changed by CAV at any time without the consent of Wikimedia Australia's membership; however, if the rules are modified in any way, this would not be the case. Therefore, the rules could be modified without the consent of the membership between their adoption and the hypothetical special general meeting.

There was a concern that adoption of the model rules would make voting very expensive because it would have to be done by mail. John said this would only be the case for the election at the AGM, and noted that a possible fallback would be a show of hands at the AGM rather than a postal vote.

Adam noted that the model rules require all committee members to be Australian residents. He presumed that John, who was still in Indonesia, would be classified as an Australian resident, and asked if that would still be the case. John said he would permanently come back to Australia in January. He also noted that the model rules were meant to include Australian residents who were not citizens of the country.

Motion
That we adopt the 2012 Model Rules, with the proviso that we will hold an SGM to make any necessary amendments before the next AGM.
Moved
John
Seconded
Mark
Oppose
Steven, Laura, Ross, Robert, Gideon, Craig, Peter Jeremy, Graham, Charles

Motion not carried; special resolutions involving rule changes require 75% support, and only 15 out of 24 (or 62.5%) of members supported.

During voting, Brian noted that he'd changed his mind and supported the proposal, for three reasons: the idea that we can go to having our own set of rules in six months' time at a special general meeting seems an attractive one, and that means we will effectively get back to the second one; he was also a bit worried about the cost of doing it twice, but gathered that these ones were on a special deal and wouldn't cost us anything; he also said it doesn't matter if CAV change their rules without consulting us, as we'd still have to comply with the new rules. John added that there were many other things that could be improved, but we'd need time to discuss them.

Rule amendments for new Act compliance

There was discussion about the provision for removal of the secretary. It was noted that that was part of our current rules, but was incorporated by CAV into its new model rules due to the increased importance of the role. However, Wikimedia Australia's rules provide for the removal of any committee member.

Motion
The listed amendments are made to the current rules in order to bring them into compliance with the new act.
Moved
John
Seconded
Mark
Oppose
Laura

Carried with one oppose

Increase committee size

Craig said it was a good common-sense change to the rules and thanked Gideon and Robert for putting it forward. There was discussion about the possibility of the members overturning the office-holders, but it was noted that there would be a tie in that situation and the chair would be the tie-breaker. Craig said it it was worth pointing out that the members could not hold a meeting themselves; an officer needs to be present. John said the members could theoretically hold the balance of power if only one officer (the president, for example) was present at the meeting. Gideon said other organisations have four ordinary members but up to seven office holders. John pointed out that the new model rules stipulate that at each AGM the organisation must choose how many members are in the committee.

Motion
The number of ordinary members in the Wikimedia Australia committee is increased from two to four, and the quorum is changed accordingly to include any four members along with at least one officer of the association.
Moved
Steven Zhang
Seconded
Gideon
Oppose
Laura, Graham

Carried with two opposes

During voting, Peter Jeremy asked if the articles allowed for the board to continue functioning with vacancies; John said they did. Peter then remarked that in his personal experience, the board acts as a whole rather than acting as a group of nominated office-bearers plus hangers-on, and hoped that it didn't develop an "us versus them" mentality. John responded that we were lucky that everything was publicly logged, and if the committee did develop that sort of mentality, it would get very weird, quickly.

Rule amendments terminating unfinancial members

Craig noted that Privatemusings had recently joined the teleconference (around (107:13). John asked if there were any procedural issues with people joining the meeting midway through, and no-one could think of any.

Steven asked if a person's membership would lapse if they had not paid by the due date (1 July) or whether there would be a grace period. John said that there was a proposed grace period of 28 days. Craig noted that the rule changes allow for committee discretion. Steven then asked if the 28-day time period was flexible, and John said it was. Steven expressed a preference for 60 days, and John said the time period can be adjusted depending on the circumstances of each member.

There was discussion about the rights of non-financial members, and it was concluded that it'd be better to define when they cease to be a member.

Motion
That recommendation 1 about terminating memberships of unfinancial members be implemented.
Moved
John
Seconded
Gideon
Oppose
Laura

Carried with one oppose

During voting, Steven sought clarification about whether the recommendations were mutually exclusive, and John said they weren't.

No-one was willing to move option 1 of recommendation 2, which provides that only the date of a person's cessation of membership be added to the register.

Motion
that option 2 recommendation 2 (about adding dates and reasons for membership cessation) be implemented
Moved
John
Seconded
Gideon
Oppose
Laura

Carried with one oppose

Brian noted that the difference between options 1 and 2 of recommendation 3 is that the first option uses the word "inspect" while the second option says "make a copy", and noted that in the past, people had always objected to the idea of making a copy of the membership register. While this discussion was going on, Liam announced that he was signing out because he had to do other things. Craig said that we don't have to make it easy for members to see the register; Charles could say "Meet me on top of Mount Wellington", for instance, and that would meet the rules. Gideon said that that would not be the case, because it would not be free of charge. Shortly afterwards, John dropped out of the discussion.

There was discussion about whether CAV would accept the proposed rule changes restricting access to the membership register. John returned, and said he didn't know. He said the proposal was designed to make it easier for members to find out how many people are members of Wikimedia Australia and who they are.

Motion
That option 2 of recommendation 3 is implemented.
Moved
John
Seconded
Gideon

John withdrew option 2 due to the number of people who opposed it.

Motion
That option 1 of recommendation 3 be implemented.
Moved
Steven
Seconded
Craig
Oppose
Mark, Laura, Gideon

Carried with three opposes

During voting, Graham asked for clarification about the difference between the two options. John responded that option 1 allows members an unrestricted view of the membership register, while option 2 allows them to see the membership register without personal details such as addresses. Brian noted once again that the option 1 said "inspect" while the second option said "make a copy", and said that he was opposed to the latter wording.

Privatemusings asked Brian to elaborate on this opposition. He said that the option to see the membership register would very rarely be taken up, but he felt that allowing members to have a copy of the register would be a breach of privacy. John asked Brian why he was therefore supporting option 1, and said there were members who could obtain the register who probably shouldn't; Craig added that with option 1, we don't have to make it easy for members to see the registry, but with option 2, we do. Gideon said that the rules stipulated the membership register can be accessed free of charge, so there should be no costly barriers that inhibit people from accessing the register. He pointed out that a person outside of Melbourne would have to pay money to get there to access the register. Adam said that it's not technically a charge because we are not charging people to go into the office and access the membership register.

John said that both parts of recommendation 3 were optional. The recommendation was officially carried after this statement was made.

Recommendation 4 was then discussed, and John noted that it restricted the details on the membership register given out to members by a resolution of the committee; only the date of membership is required. He also noted that recommendation 4 allows the replacement of a person's name with a unique identifier created for this purpose, and Brian said that CAV would be very unlikely to accept that. There was further discussion of this, and John said the provision could be used for people who have been expelled from the organisation and no longer want to be associated with it. He said other things that could be redacted are a person's address and their cessation reason.

There was discussion about the scope of the register and the fact that it included former members. John indicated that an alternative approach would be to adjust the rules such that on cessation of membership a person's name is taken off the register, but this cannot be done at the 2012 AGM.

Recommendation 4 was not put to a vote because the discussion about it did not reach a consensus.

Wikimedia Australia Meetups

After Steven introduced his proposal for Wikimedia Australia meetups, Pru said it was the right kind of approach, but obviously depends on the right number and type of volunteers, and was unsure what Steven was trying to get out of it at the meeting. Steven responded that he hoped the membership would support the general idea, and the proposal puts the finer details in the hands of the committee. He said the proposal was inspired by the previous secretary Anne Frazer referring to the regular Melbourne meetups as "Wikimedia Australia meetups"; however, the committee objected to that wording because it had not been proposed. Steven said his proposal is just a formal extension of that idea. Pru asked Steven if he was trying to set up a process for a regular meetup to become official. Steven said the committee would try to liaise with people in certain locations, and try to have a meeting in each capital city on the same day as the monthly IRC meeting, so it has both an online and off-line presence. John said he found that part of the proposal very attractive: that meetings would be funded as long as they are on a certain day. He expressed concern about the terminology of "Wikimedia Australia meetups, preferring the term "community meetups". Steven disagreed, saying that communities should feel free to set up their own meetups, but there should really be some under the umbrella of Wikimedia Australia – that was the whole point of his proposal. Gideon commented that use of the term "Wikimedia Australia meetups" effectively publicises the chapter. Steven added that he hoped the Wikimedia Australia meetups would encourage more members to join the organisation than a regular meetup would.

Pru asked if it was worth a motion to ask the new committee to come up with a set of guidelines for Wikimedia Australia local face-to-face meetups. John said if we move the proposal as it is, it then becomes the responsibility of the organisation to implement it.

Motion
That the Wikimedia Australia meetups proposal be implemented.
Moved
Gideon
Seconded
Steven
Oppose
Laura

Carried with one oppose

Closing comments

John thanked everyone for the two-and-a-half-hour meeting where "pretty much everything passed", commented favorably on the high attendance at this AGM, and wondered whether this AGM was attended by more members than previous AGM's. Craig commented that the 2012 AGM election was difficult, and thanked everyone who unsuccessfully stood for a position on the committee. He praised all the candidates for their enthusiasm, and hoped that they could be part of the process in the next twelve months. He also thanked his opponent in the election, Ross Mallett; he said the two candidates agreed to have a "clean fight", and described Ross as an "honorable opponent". Mark commented about two emailed proposals that had come through while the meeting was on, but it was agreed that they couldn't be discussed because no notice of them was provided. On Steven's encouragement, John said the committee will get in touch with the new committee members, Steven and Kerry, to talk about the procedures for bringing them onto the committee.

John declared the meeting closed after two and a half hours.