subcommittee_policy_v3.md

Linux Australia Subcommittee policy, v3

October 2019

Summary

This document defines what a Linux Australia subcommittee is and how it operates. It is a long document, but most people don’t need to read the majority of it as it deals with things that leaders, secretaries and treasurers normally handle. The following summary may help determine whether there is a need to read further.

• A subcommittee is a group of volunteers doing something connected with open source who wish to use Linux Australia’s resources to help them accomplish their goals. Examples resources LA can provide include raising finance to run an event, requiring a bank account and an ABN to run an independent project, advocacy activities, workshops and training, or carrying out a task for Linux Australia itself like managing media.

• A subcommittee is a part of Linux Australia and as such is bound by Linux Australia’s constitution, policies and the decisions of the Linux Australia Council. For example, all activities of the subcommittee must follow the Linux Australia Code of Conduct. A number of rules in this document are present to ensure the subcommittee operates in the spirit of open source (that is, openly and transparently), and make it easy for people interested in its activities to join.

• Subcommittees are “easy come, easy go”. This means we try to reduce the workload a subcommittee creates for the Linux Australia Council so it is easy to approve a request to form a new subcommittee. However, to balance this, there are a number of tests that make it easy to decide if a subcommittee is inactive and should be disbanded. Most of this is managed through a registry web page on www.linux.org.au which is created and maintained by the subcommittee.

• Linux Australia’s resources such as insurance, virtual machines, accounting, and payment gateways are freely available to all subcommittees with little formality (a simple request is usually sufficient). The exceptions are access to money through Linux Australia and the incurring of liabilities (promising to pay money). These activities must be explicitly authorised by the the Linux Australia Council in writing. Typically the Linux Australia Council gives its authorisation by accepting a budget for a project, event, or a year’s operation. A number of sections in this document are devoted to budgets and money which are expected to have been read and understood by any member of the subcommittee involved in these areas.

Definitions

The Linux Australia Council is the governing board of the Linux Australia organisation as defined in the Linux Australia constitution.

Linux Australia defines the following types of subcommittees.

1. Association: Is a subcommittee that does not handle money, and consequently does not have a budget or a bank account provided by Linux Australia. (Example: a Linux Users Group.) All other resources provided by Linux Australia are available to Association subcommittees.

The following subcommittees (2 to 5) do manage money. They are collectively referred to as Trading Subcommittees in this document.

2. Independent: Is a subcommittee that brought their own funds when they became part of Linux Australia. They are financially independent of Linux Australia and are expected to remain so. Profits and losses remain with the subcommittee. An Independent subcommittee uses a Linux Australia bank to manage their funds. Their activities must be part of the annual Linux Australian audit; thus they use Linux Australia’s accounting systems and follow its accounting procedures. (Example: a LUG that charges membership fees.)

The following Trading subcommittees (3 to 5) operate using Linux Australia’s funds rather than their own. They are collectively referred to Funded Subcommittees in this document.

3. Event: An Event subcommittee runs a single event. When that event ends the subcommittee is wound up. Event subcommittees borrow money from Linux Australia and/or rely on Linux Australia’s self funded event insurance. All profits or losses pass to Linux Australia when the event is over. (Example: a conference.)

4. Steering: Is a subcommittee responsible for ensuring one or more regular events continue to be held. While each individual event is run by its own Event subcommittee (type 3), a Steering subcommittee provides for ongoing continuity. They are expected to fund their years activities from the profits made by their events in the previous year. However, Linux Australia’s self funded event insurance ensures they can continue to operate should an event make a loss. Their profit or loss passes to Linux Australia at the end of the financial year. (Example: the WordPress steering committee overseeing WordCamps.)

5. Operational: Is a subcommittee that provides one or more services to Linux Australia and its subcommittees. An Operational subcommittee may have a budget whose losses are passed to Linux Australia. (Example: the admin team, purchasing and operating servers and digital services.)

Subcommittee registry

All subcommittees must maintain their registry entry on Linux Australia's web site. Out of date entries will help inform Linux Australia of inactive subcommittees.

The registry entry must contain the following information that is available to the public:

• The name of the subcommittee.
• The subcommittee’s objectives. This tells interested people what the subcommittee does.
• How to contact the subcommittee and the expected response time.
  • The subcommittee must provide a means of doing this, but may ask Linux Australia to provide a mailing list the subcommittee will manage.
  • The main subcommittee web site if it isn’t this registry page.
• A list of membership types, roles, and their descriptions
  • Each role should be clearly defined.
  • A subcommittee may only have board roles (Director/Chair, Deputy Director/Vice-chair, Treasurer, Secretary, Ordinary Committee Member, etc). It may also have voting and non-voting members. For example, a LUG would have both board roles and voting members.
  • If a subcommittee allows members, they must maintain a list of current members that is accessible to the Linux Australia Council.
• The names of people on the subcommittee board and their roles.
• A list of current and past activities. At a minimum this section must contain all the annual reports it gives to Linux Australia.
• Event subcommittees must include the details of their event in the activity list:
  • Event opening and closing dates.
  • The main venue.
  • Planned opening of ticket sales and relevant URL.
  • Open and closing of call for talks and other activities.
• Information about membership:
  • Event subcommittee membership is managed by their steering committee or the Linux Australia Council if there is no steering committee.
  • Association, Independent, Steering, and Operational subcommittees must declare on their registry:
    • If the subcommittee elects its own board members, how and when that will be done must be announced and listed on this page with least 2 weeks’ notice.
    • If a subcommittee includes and manages ordinary (non-board) members but limits eligibility, it must describe the process it uses to admit members. This process must be transparent: for example, an open vote by the board, recorded in the minutes.
    • If the subcommittee will not unconditionally accept all Linux Australia members as ordinary members it must state what the criteria for membership is. For example, a subcommittee might place an upper limit on the number of members it can accept for logistics, or it may require members with experience in the activities conducted by the subcommittee.
• Trading subcommittees must provide accounting in the registry:
  • A way to contact the treasurer and helpers.
  • A link to https://linux.org.au/about-us/organisational-details/

Optionally, if available:

• A list of additional web sites, email lists, social media, and similar activities the subcommittee maintains.
• Any other rules and by-laws the subcommittee may wish to provide.

The following details must also be available from the registry entry, but do not have to be public.

• A list of personal contact details.
  • At a minimum this list must contain all board members. The details must include a current phone number and email address for every board member. Instant Messaging (IM) details are often helpful (for example, handles on irc freenode#channel). Noting any available secure mechanisms (such as GPG keys or Signal) is also helpful.
• The details of all external online accounts the subcommittee maintains (for example: google accounts, hosting services).
• The subcommittee contacts who need access to the Linux Australia website, mailing lists, or other services, and the access levels.
• Independent, Steering and Operational subcommittees must:
  • Name the contacts which need access to payment gateways (for example, Stripe), and their access levels.
  • Name the contacts which have access to each bank account and what payment authorisation level they have.
  • Name the contacts which have access to Xero, and their authorisation level.
• A list of all assistance and resources the subcommittee gets from Linux Australia beyond the resources Linux Australia provides for free to all subcommittees.

Establishing a subcommittee

A subcommittee is established through the following steps.

• Only Linux Australia members can establish subcommittees, so the first step is to ensure every person listed on the subcommittee registry page is a current member.
• Send an email to council@linux.org.au stating you are establishing a subcommittee. Give a brief description of what the subcommittee will do and nominate a potential URL for the subcommittee's home page if this will be separate from the registry entry. The usual turn around is within 28 days.
• If proceeding, the Linux Australia Council will give you access to create the subcommittee registry entry as described above (but does not make it public). The registry entry is the formal proposal to create the subcommittee and it is primarily what Linux Australia Council will base its decision on. The council will probably ask for clarifications and changes.
• If the council decides to accept a subcommittee needing a bank account or access to the accounting system the board members must complete a training course (induction) before they will be given access to Linux Australia infrastructure.
• The new subcommittee board must communicate in writing that all the subcommittee members (not only those on the board) will follow the procedures described in the induction, all other applicable Linux Australia policies and the Linux Australia constitution while acting as part on behalf of the subcommittee or engaging in its activities.
• Independent subcommittees must also acknowledge they will be personally liable for any expenses not authorised in writing by the Linux Australia Council. Independent subcommittees may not exceed the balance of their bank account. Event, Steering and Operational subcommittees must acknowledge that if the subcommittee makes a loss and the subcommittee’s expenditure exceeded the total of normal expenditure listed in the budget plus any expenditure subsequently agreed to in writing by Linux Australia, they may be held personally liable for the loss or the excess expenditure (whichever is smaller).
• Only on completion of all of the above is the subcommittee formally established. Event subcommittees can at their option delay the announcement. The registry entry of all other subcommittees will be published immediately. The subcommittee’s establishment, its registry entry URL and website URL (if applicable) will be announced to the Linux Australia membership.

Budgeting and reporting

• Each year all subcommittees will be asked to contribute a paragraph or two and some photographs to the Linux Australia annual report. As mentioned in “Subcommittee Wind Up” below, if this report is not submitted the subcommittee will be considered inactive, which is a trigger for the automatic winding up of the subcommittee.
• Steering and Operational subcommittees will be asked to make a representative available for Linux Australia Council event review meetings, where Steering subcommittees will report on progress of their events and Operational subcommittees on their activities and concerns. Currently these meetings happen once a month.
• All budgets submitted to Linux Australia must be “live”. This means their lines must contain both a budget figure and an up-to-date actuals figure. These live budgets make it possible for Linux Australia Council and the Steering subcommittees to quickly review a subcommittee’s financial position. Live budgets are stored online, for example in a Google Docs spreadsheet.
• Event subcommittees are required to submit a link to their “live budget” on formation. That single budget is effective for the lifetime of the subcommittee.
• The budgets of Steering and Operational subcommittees are effective for a single Linux Australia financial year. Linux Australia will provide a budget spreadsheet to be filled in at the start of Linux Australia’s financial year. These budgets become the basis of Linux Australia’s own overall budget for the year, and thus the time allowed is short - typically a fortnight.

Event subcommittees - Additional Budgeting and Reporting

• The gross profit of an event, expressed as a percentage of the total income, is defined as
    100 * ( (INCOME - EXPENSES) / INCOME)
  where INCOME represents the total amount of money received by the Event subcommittee in relation to the event, and EXPENSES is the total cost of staging the event. Money the Event’s sales orders and invoices say is being collected for a specific charitable purpose, and is paid without any deductions to that charity can be excluded from INCOME and EXPENSES. Events requiring funding from Linux Australia are required to achieve a minimum gross profit which is returned to Linux Australia. This is referred to as the event’s “Community Contribution” and is currently set at 6%. Any profit beyond this minimum gross profit goes back to the Steering subcommittee’s budget for the following year, or to Linux Australia if there is no associated Steering subcommittee.
• The budget should include discretionary expenditure items. These discretionary expenses are budget line items the event can realistically drop close to opening if it becomes apparent the event’s income from attendence or sponsorship won’t reach the budgeted levels. The Event should formally agree to commit to pay for a discretionary expenditure item (verbally or by sending a written order) only when it is reasonably certain the event will attain the minimum gross profit. Steering committees may ask for this minimum gross profit to be higher in the events they manage.
• All normal and discretionary expenditure items must arise from running the event, and must be expected to be incurred before the subcommittee is wound up.
• The budget must show the minimum gross profit at the expected attendance level.
• If the event was held in previous years, the budget must show the minimum gross profit with all discretionary items included at the previous years attendance.
• Using the minimum of last year’s attendance and the expected attendance, the budget must not show a loss at 75% of this attendance figure with discretionary items and the Community Contribution excluded.
• The budget must be accompanied by preliminary quotes for the major expenditure items. Examples are the venue and catering for an event.
• After the event is over the Event subcommittee must send the Linux Australia treasurer a copy of all invoices and credit notes that were not raised in Linux Australia’s audited accounting system. Ideally these will show how and when they were paid. This is to satisfy the Auditors and the tax department (the tax department has demanded them in the past). Examples are invoices sent to the attendees by the event management system. The most convenient format is a single PDF with all invoices concatenated.

Steering subcommittees - Additional Budgeting and Reporting

• As a general principle, a Steering subcommittee’s activities during a year are funded from the profits made in the previous year by the events they manage.
• If the events do not meet their minimum profit expectations and the subcommittee wishes to continue operations Linux Australia will fund the Steering subcommittee operations at a minimal level if it is able to do so. In other words, a Steering subcommittee’s budget showing a loss may be accepted by Linux Australia if the events run in the previous year did not make the minimum gross profit set by the Steering committee.
• All Steering subcommittee budgets must contain a line titled “Return to Linux Australia”. The sum of all budget line items (including this one) must be zero.
• “Return to Linux Australia” can be negative if appropriate and approved by the Linux Australia Council.
• At the end of the financial year all profits or losses are returned to Linux Australia.

Operational subcommittees - Additional Budgeting and Reporting

• Operational subcommittees are funded by Linux Australia. They are expected to make a loss each year.
• All Operational subcommittee budgets must contain a line titled “Return to Linux Australia”. The sum of all budget line items (including this one) must be zero. The “Return to Linux Australia” budget line for Operational subcommittees is expected to be negative.
• At the end of Linux Australia’s financial year all profits or losses are returned to Linux Australia.
• As a general principle only budget for “normal operations” during the current financial year. Contingencies and expenses further into the future do not need to be included in an Operational subcommittee budget as should they arise they will be considered on their merits at the time by the Linux Australia Council.

Ongoing Subcommittee Obligations and Entitlements

Subcommittees are responsible for the following:

• As it is part of Linux Australia the subcommittee is always bound by Linux Australia's policies, values, and constitution.
• The subcommittee is responsible for maintaining its registry entry.
• Please send an email to council@linux.org.au when any of the following change:
  • Subcommittee contact details.
  • The board roles.
  • The members filling board roles.
  • Process used to elect members.
  • Details of people who require access to Linux Australia Infrastructure. New people must go through the induction process.
• The subcommittee must obtain written authorisation to change:
  • The name of the committee.
  • The subcommittee’s objectives.
  • The criteria for membership.
  • Voting procedures used to elect the board.
• If the subcommittee is collecting any personal information, such as details for an event registration, they must use a privacy policy.
• As they are part of Linux Australia all subcommittees are entitled to use Linux Australia’s infrastructure. This includes but is not limited to Linux Australia’s insurance coverage, payment gateways, computing resources, communication channels, accounting systems, bank accounts, auditor, and accountant.
• The subcommittee’s activities (including meetings) must be held in accordance with Linux Australia's Code of Conduct.
• All subcommittees are encouraged to take advantage of Linux Australia’s grants program.
• All communications the subcommittees have with the Linux Australia Council must be copied to a Linux Australia mailing list received by all Council members, such as council@linux.org.au.

Trading subcommittees - Additional ongoing Obligations

In addition to the common subcommittee obligations, Trading subcommittees must:

• Keep their accounting records up to date and in particular they must ensure all bank accounts are reconciled with the accounting system within a week. They must pay bills on or before the due date. They must follow the Financial Procedure Guide (FPG) and Expenses Policy (EP) (these will be covered in the induction.)
• An Independent subcommittee may not incur liabilities that exceed the balance of their bank account.
• As Independent subcommittees are part of Linux Australia they must allocate their funds in accordance with Linux Australia's constitution and policies, but beyond that are free to spend their funds in accordance with the statement of objectives without getting authorisation from the Linux Australia Council.
• No subcommittee may overdraw their bank account. If this is likely to happen the subcommittee must advise the Linux Australia treasurer of the maximum size of the shortfall. The Linux Australia appreciates getting at least 1 month’s notice before the expected date of the overdraw. If this shortfall was predicted by the last budget accepted by the Linux Australia Council the treasurer may transfer money to cover the shortfall without referring the matter to a full council meeting. If the shortfall was not anticipated by the subcommittee’s budget the situation must be reviewed by the full Linux Australia Council.

Funded subcommittees - Additional ongoing Obligations

Unlike Independent subcommittees that have brought their own assets to Linux Australia, Funded subcommittees operate using Linux Australia’s assets. All liabilities incurred by a Funded subcommittee must be pre-authorised by the Linux Australia Council in writing. Typically this happens when the Linux Australia Council accepts the subcommittee’s budget, but can be done on a case by case basis if no budget is in effect. The authorisation ceases at the end of the effective life of the budget. The budget must be accepted in writing by the Linux Australia Council.

Funded subcommittees must:

• Have an “actuals” columns in their live budget spreadsheet. The total of the actuals columns must agree with the accounting system.
• Funded subcommittees are only authorised to incur liabilities listed in their budget, under the conditions listed in it. For example, an Event subcommittee may not incur discretionary liabilities unless the minimum gross profit condition is met.
• If unforeseen circumstances arise Funded subcommittees must make themselves available for an urgent video conference with the Linux Australia Council at short notice, and during that conference be able to screen share web sites and anything else that materially reflects on the financial outcome of the subcommittee's activities.

Subcommittee Wind Up

• A subcommittee can be wound up at any time by a 75% majority vote of all the subcommittee members.
• A subcommittee can be wound up at the sole discretion of the Linux Australia Council with 31 days notice.
• These events may trigger automatic wind up:
  • Any information on the registry entry is more than 184 days out of date.
  • The subcommittee does not submit its report for the Linux Australia AGM.
  • A Trading subcommittee does not keep the accounting system up to date.
  • The subcommittee fails to hold elections in accordance with the cadence and requirements they have set out for themselves.
• On wind up all subcommittee assets revert to Linux Australia's general asset pool. However if a subcommittee reforms within 2 years of winding up, its assets will be restored where it’s feasible to do so.
• An Independent subcommittee may choose to disassociate themselves from Linux Australia and in doing so are welcome to transfer their assets to another entity, provided the charter of that entity aligns with Linux Australia's statement of objects and the subcommittee’s objectives.

Dispute resolution

Any member of the association may appeal to the Linux Australia Council regarding a minuted decision of the subcommittee to request arbitration. In this case, arbitration may be performed at the discretion of council. If two subcommittee members appeal to the Linux Australia Council regarding a minuted decision of the subcommittee, the Linux Australia Council must engage in arbitration.