Re: The End of LUV, Inc? An Example of Federalism and Unitary Organisational Structures

Hi Luv, to be honest I am sometimes surprised about arguments arising from formal/legal matters. I am a club committee member of a ski club (Melbourne Nordic) with an ancient constitution, printed on a typewriter if I remember correctly. A while ago some legal rules changed (don't ask me for the right term, some Corporation Act or so) To satisfy these legal act some changes are advisable so we may change our constitution to be on a safe side if issues arise (e.g. related to liability, insurance etc) There are some model rules, someone made the effort to tweak them that they become our new constitution and we have an AGM about it in a few weeks time. Really, nobody wants to read this. If you are suffering from insomnia I may sent the constitution to you. It is about the aim of the club, how many people it needs to change a light bulb.. (well, if you read this you're not asleep yet;-) It does not change anything substantial - but still there is an uneasiness in some.. what sinister motives could the committee have to change the constitution? There are none - we want to make it easy to keep the club running and not being caught with an outdated constitution if there is an issue and there is a lawyer looking into it (e.g. insurance companies have plenty of them;-) As far as I understand joining LA and running LUV as a regional informal group is suggested to: - Make life easier (one insurance, one committee in the country that has to suffer the legal stuff is enough, one website for the list..) - Everybody gets counted, LA has more weight advocating Open Source if there are xy members more It does not kill the list, the meetings don't change: They are the heart of the LUV, I think. There are small issues e.g. related to sponsoring but I do not see a problem. I don't think there are "evil LA people" pocketing donations earmarked for LUV. I cannot see that the meetings get overrun by evil Sydneysiders hell-bent to ruin them, I don't think the Queenslanders just wait for the mailing lists moving to a LA server to shut them down. Until now I did not care for the legal structure making up LUV at all, and I don't know how many people really want to read constitutions etc. Honestly, why bother? So just go ahead, I think. But if not - I am not that sad either. The legal structure is the last thing I am worried about. Regards Peter

Quoting Petros (Petros.Listig@fdrive.com.au):
to be honest I am sometimes surprised about arguments arising from formal/legal matters.
As maintainer of the Linux User Group HOWTO, I'm not. ;-> http://www.tldp.org/HOWTO/User-Group-HOWTO-7.html
I am a club committee member of a ski club (Melbourne Nordic) with an ancient constitution, printed on a typewriter if I remember correctly.
FWIW, I approve of all matters Nordic. ;-> -- Cheers, The Viking's Reminder: Rick Moen Pillage first, _then_ burn. rick@linuxmafia.com McQ! (4x80)

[In reply to Petros <Petros.Listig@fdrive.com.au>] Hi Peter,
to be honest I am sometimes surprised about arguments arising from formal/legal matters. ...
I think you have a pretty good take on the situation. Fundamentally, we're all Linux enthusiasts, and what we mainly want to do is use and promote Linux in Victoria -- not spend a lot of time debating finer points of organizational structure and process. Generally we all work together effectively and respectfully and enthusiastically, and don't really need formal rules to do that every day. But we are a group of people, and it's possible for differences to arise, and it's possible for people to act badly. So we need to have -- most of the time in the background -- an agreed-upon framework of rules to work within, so we can resolve disputes when they arise, and make decisions when we can't practically reach consensus, and so members know what their rights and responsibilities are, and what processes to follow. And we need some legal status, so LUV can have a bank account and such. Almost all the time, the formal structures should just sit in the background, while we get on with what we want to do. But from time to time, they need attention, like with the upcoming AGM, where I guess the main question is whether we continue with our current underlying formal structure as an incorporated association under Victoria law, or switch to a formal structure where we're a subcommittee of Linux Australia (which is a registered non-profit organization incorporated under NSW law).
I am a club committee member of a ski club (Melbourne Nordic) with an ancient constitution, printed on a typewriter if I remember correctly.
A while ago some legal rules changed (don't ask me for the right term, ...
Yeah, it's a similar situation with LUV as with your ski club. The Victorian government changed the legislation last year, and (as I understand it) existing associations have until November this year to fit in with the new legislation.
As far as I understand joining LA and running LUV as a regional informal group is suggested to: ... - Everybody gets counted, LA has more weight advocating Open Source if there are xy members more ...
Generally, I agree with all the points you raise (though I might give them different weights). However, I will make a comment on your last point: There's nothing to stop people from joining both LA and LUV. In fact, many LUV members are also LA members. And this discussion has been a reminder to me that I should join LA myself. It's something I've been intending to do for a while, but it tends to slip. True confession, I was going along to LUV meetings for more than a year before I signed up properly as a member. So, the way to boost LA membership is to join LA. It doesn't require any change to LUV. Maybe we should, though, remind LUV members from time to time of the option of joining LA as well. I'm posting to luv-main just as an ordinary LUV member, expressing my own personal opinions, *not* in any official capacity as LUV secretary. -- Smiles, Les.

On 27.08.13 11:31, Petros wrote:
to be honest I am sometimes surprised about arguments arising from formal/legal matters.
ISTM that if LUV becomes just a LA subcommittee, and we subsequently regret the move, then we could always exit and incorporate LUV anew. A fear of vanishing into a black hole in LA needs an absence of a LUV grouping to act in its own interest in the future, if such fear is to have any substance, AFAICT. As has been stated so often on this thread, it is our activities which define us, and attract the sponsorship. Our future actions will amply defend us, I expect. Erik -- An idealist is one who, on noticing that a rose smells better than a cabbage, concludes that it will also make a better soup. - H.L. Mencken

[In reply to Erik:]
ISTM that if LUV becomes just a LA subcommittee, and we subsequently regret the move, then we could always exit and incorporate LUV anew. A fear of vanishing into a black hole in LA needs an absence of a LUV grouping to act in its own interest in the future, if such fear is to have any substance, AFAICT.
Yes, though by then the LUV name and LUV domain would belong to LA. Still, I don't think that's a major obstacle. If (hypothetically) after the merger we decided to split from LA, then I'd expect that the LA people would be reasonable, and amicably let us have the LUV name/domain back. And even if they didn't, we could still reincorporate under a sufficiently different name. But I thought I should still point out that technical possibility. And, while I am myself (at the moment) opposed to disincorporation, I do appreciate that after any disincorporation (former) LUV members would make up a substantial fraction of LA members, and our interests would be important to LA. (But, as I've mentioned before, even under current arrangements, there's nothing to stop LUV members from becoming LA members as well -- and many already are.)
As has been stated so often on this thread, it is our activities which define us, and attract the sponsorship. Our future actions will amply defend us, I expect.
Yep. -- Smiles, Les.

Quoting Les Kitchen (ljk@csse.unimelb.edu.au):
Yes, though by then the LUV name and LUV domain would belong to LA. Still, I don't think that's a major obstacle. If (hypothetically) after the merger we decided to split from LA, then I'd expect that the LA people would be reasonable, and amicably let us have the LUV name/domain back.
I would hope that is true of the Linux Australia folks, and I know of no reason why it wouldn't be. The experience of Silicon Valley Linux User Group with these matters was not good -- though it was eventually worked out at the expense of some serious problems and hard feelings. SVLUG was originally a SIG (special interest group) starting of Silicon Valley Computer Society (SVCS), the latter serving as the tax-exempt incorporated 'umbrella' group. In 2004, somehow the active volunteers[1] arrived at the (erroneous) conclusion that SVCS had folded, and decided to re-affiliate with new umbrella group SBAY.ORG (South Bay Community Network), an amateur radio group that also had involvement in Linux and related matters. SBAY.ORG agreed that SVLUG would continue to have a president and vice-president elected by the SVLUG membership, that SBAY.ORG would not interfere in SVLUG's internal affairs, and that SBAY.ORG would furnish the corporate umbrella and liability insurance. The association turned sour within a year. SBAY.ORG's president reacted to SVLUG's elected president's desire to inform the membership about discussions concerning whether there were any benefit to continuing the SIG affiliation by threatening to 'remove' him.[2] About a month later, SVLUG's president likewise suggested putting the question of continued affiliation up to a referendum vote: SBAY.ORG's president declared such a vote 'unauthorised' and again threatened to 'removed' SVLUG's elected president. During this period, SVLUG's members inquired with SBAY.ORG about details of SBAY.ORG's incorporation and liability insurance, as we were unable to confirm existence of incorporation or other records. SBAY.ORG officers made no reply (a point I'll come back to, presently). After discussion among the membership, a referendum was held on 2006-03-01, and the members voted for resumed independence. SVLUG's president asked, a few days later, for return of the svlug.org Internet domain. SBAY.ORG's president refused[3], and also refused to furnish an example copy of the current zonefile, and also switched off the master nameservice. (Nameservice persisted because one of the secondaries refused to comply with shutdown.) Something like a week later, SBAY.ORG's president gave the svlug.org domain -- not to SVLUG -- but rather to SBAY.ORG's vice-president, who was one of SVLUG's webmasters. She eventually gave the domain back to SVLUG. After the above events, it emerged that SBAY.ORG had told untruths about being incorporated and having umbrella liability insurance. (Far less did they have recognition of tax-exemption, which in the USA requires incorporation as prerequisite for the category of tax-exemption sought in this case..) The initial applicdation for incorporation got belatedly filed shortly after we (SVLUG) politely asked for the corporate registration number that we'd been unable to find. SBAY.ORG to the best of my knowledge do not have liability insurance to this day. Later, we (SVLUG) also found that the entire basis for the SBAY.ORG misadventage, the supposed collapse and disappearance of SVCS, was simply untrue. However, at that point we'd had entirely enough of 'umbrella' corporate groups, and had found the alleged benefits to be illusory[4], so we have remained independent. (More about the SBAY.ORG debacle for anyone who cares is at a flyer and supporting FAQ: http://linuxmafia.com/~rick/flyer.sxw http://linuxmafia.com/~rick/sbay.html ) I am _not_ claiming that this calamity is likely for LUV. However, if you want to make sure it cannot happen, then transfer ownership of the luv.asn.au Internet domain to friendly insider individuals and keep it there. [1] I was absent from SVLUG during that period, or would have caught the error. [2] http://lists.svlug.org/archives/svlug/2006-February/048999.html [3] http://lists.svlug.org/archives/volunteers/2006q1/000750.html http://lists.svlug.org/archives/volunteers/2006q1/000754.html [4] Based on research of the many, many misconceptions about tax law, liability, and insurance that fueled the SBAY.ORG misadventure, I expandeded the Linux User Group HOWTO's coverage of legal and organisational issues accordingly. Note in particular the 'Common Misconceptoions Debunked' section for USA LUGs inside http://www.tldp.org/HOWTO/User-Group-HOWTO-7.html#ss7.1 Whether similar considerations apply in Oz, I cannot say, but always welcome contributions to the HOWTO.

[Replying to Rick Moen:] ...
The experience of Silicon Valley Linux User Group with these matters was not good -- though it was eventually worked out at the expense of some serious problems and hard feelings. ...
Thanks for that cautionary tale. I think we'd all agree that that's an unlikely scenario with LA, since we know LA pretty well. It's a kind-of amplified near-worst-case scenario. Reading it, though, did make me think of one issue: Disincorporating and transferring assets (like domain ownership) to LA would make for a single point of failure for incorporated Linux SIGs in Australia. I can't think of any likely scenario in which this would happen -- it's more a gut feeling about single points of failure. If some weird unexpected glitch took down LA, we'd still have LUV. And if some unexpected weird glitch took down LUV, we'd still have LA. I think that redundancy would be good for LA too. ...
I am _not_ claiming that this calamity is likely for LUV. However, if you want to make sure it cannot happen, then transfer ownership of the luv.asn.au Internet domain to friendly insider individuals and keep it there. ...
Not even that would be an adequate solution. Even trusted individuals can get incapacitated or die. I can imagine setups that protect against that, but they'd be no simpler than our current setup as an incorporated association. Also, thanks for the User-Group-HOWTO. I've learnt a lot from reading it. -- Smiles, Les (as just LUV member).

Quoting Les Kitchen (ljk@csse.unimelb.edu.au):
Not even that would be an adequate solution. Even trusted individuals can get incapacitated or die. I can imagine setups that protect against that, but they'd be no simpler than our current setup as an incorporated association.
I can comment on that, based on SVLUG's current technical and administrative measures for dealing with domain administration. The current Registrant (owner) of domain svlug.org is 'President, SVLUG'. Quoting from whois: Registrant ID:CORG-154923 Registrant Name:President, SVLUG Registrant Organization:c/o Heather Stern Registrant Street1:903 Harriet Ave Registrant Street2: Registrant Street3: Registrant City:Campbell Registrant State/Province:CA Registrant Postal Code:95008-5119 Registrant Country:US Registrant Phone:+1.4158066028 Registrant Phone Ext.: Registrant FAX: Registrant FAX Ext.: Registrant Email:president@svlug.org Contact address 'president@svlug.org' is an /etc/aliases entry that resolves to Mailman mailing list volunteers@lists.svlug.org . The domain is registered via Joker.com of Germany, and all key volunteers at SVLUG know the login credentials for the owning Joker.com user, which is via login president@svlug.org . We make sure that, at any given time, around six or seven reliable individuals know how to use those credentials. At the time of the SBAY.ORG debacle, a number of proponents of continued SIG association attempted to assert that 'unincorporated groups cannot own property', which they believed proved that an SVLUG without a corporate umbrella would be somehow unable to own, e.g., an Internet domain. As you see from the above data, that entire line of argument was a pile of humbug (just like the claims of SBAY.ORG incorporation, liability insurance, and the rest). At the time, I was able to point out that hundreds of local troops of the Boy Scouts of America own Internet domains, as has the unicorporated World Science Fiction Society (wsfs.org, thehugoawards.org, worldcon.org) for many decades. WSFS is the group that puts on the World Science Fiction Conventions aka Worldcons every year somewhere in the world (which was last in Melbourne in 2010). By coincidence, I'm leaving for this year's Worldcon in San Antonio, Texas in a few hours. http://www.lonestarcon3.org/ )
Also, thanks for the User-Group-HOWTO. I've learnt a lot from reading it.
Yr. very welcome!

On Thu, 29 Aug 2013, Les Kitchen <ljk@csse.unimelb.edu.au> wrote:
Reading it, though, did make me think of one issue: Disincorporating and transferring assets (like domain ownership) to LA would make for a single point of failure for incorporated Linux SIGs in Australia. I can't think of any likely scenario in which this would happen -- it's more a gut feeling about single points of failure. If some weird unexpected glitch took down LA, we'd still have LUV. And if some unexpected weird glitch took down LUV, we'd still have LA. I think that redundancy would be good for LA too.
Software in the Public Interest does for the Debian project (and many other free software projects) what we are considering having LA do for LUV. The difference is that LA has significantly more money than LUV while the majority of money in the SPI bank account is Debian funds. I think that the Debian-SPI money is comparable to the LCA-LA money. The whois entry for debian.org has hostmaster@spi-inc.org and hostmaster@debian.org listed as contact addresses and hostmaster@debian.org is only the tech address. So it seems that the Debian project trusts SPI more than you suggest LUV should trust LA. -- My Main Blog http://etbe.coker.com.au/ My Documents Blog http://doc.coker.com.au/

[In reply to Russell:]
The whois entry for debian.org has hostmaster@spi-inc.org and hostmaster@debian.org listed as contact addresses and hostmaster@debian.org is only the tech address. So it seems that the Debian project trusts SPI more than you suggest LUV should trust LA.
Good point. But it's not so much a matter of trusting or not trusting LA, but an appreciation that weird random things can happen. -- Smiles, Les.
participants (5)
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Erik Christiansen
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Les Kitchen
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Petros
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Rick Moen
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Russell Coker