[openskills-dev] Special General Meeting #1

Anand Kumria wildfire at progsoc.uts.edu.au
Mon Oct 25 03:00:35 BST 2004


On Sun, Oct 17, 2004 at 09:24:17AM +1000, Bruce Badger wrote:
> On Sat, 2004-10-16 at 23:46, Daniel Noll wrote:
> > On Sat, 16 Oct 2004 18:03, Bruce Badger wrote:
> > >      1. That the Association will apply to become registered as a
> > >         company limited by guarantee under the Corporations Act 2001;
> 
> > What do said members become after this takes place?  Do we become the 
> > [unpaid ;-)] employees of OpenSkills Limited, or will the concept of 
> > membership still remain?
> 
> Yes, you will still be a member.
> 
> OpenSkills is currently an incorporated entity.  It's just becoming
> another kind of incorporated entity.  The essence of the association
> remains the same.  You can see this most clearly by reading:
> 
> The current rules of the NSW association:
> http://openskills.com/charter/20030624/030630_Openskills_Rules.pdf
> 
> And the proposed constitution of the company limited by guarantee:
> http://openskills.com/charter/v2-20040922/040830_openskills_constitution.pdf
> 
> With the new structure each member will be liable for a maximum of 1 AUD
> should the association be liquidated.  This 1 AUD is the "guarantee"
> referred to in "company limited by guarantee".

However at the moment, as a member, I'm not liable for anything. Only the
management committee is.

The worst thing that can happen is that you'll be made a bankrupt and
not be able to become a politician in Australia or be a director of a
company.

However director/committee insurance would preclude that from happening.
In order to get that insurance you have to follow certain prudential
practices (like getting a third party to audit the books).

Those are optional in an association structure but required in a company
structure. Worse, maintaining a company costs (more) - and with little
to no benefit. Even worse, should a mistake by made the directors, they
may be chased by ASIC and I may become liable for someone else mistake.

I've quickly glanced through both documents and I don't see any
compelling reason to switch structures.

Cheers,
Anand

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