Linux Society Constitution

1 Introduction

1.1 The official name of the club shall be Linux Society.

1.2 The club shall be affiliated with Arc.

1.3 The aims and objectives of the club are:
    1.3.1 Create an inclusive space for all people both new and aficionados to Linux who are interested in Linux and its related technologies.
    1.3.2 To create opportunities for people to share their unique creations in Linux with other people, allowing for learning and growth of their own knowledge and allowing for people to build connections within the Linux society.
    1.3.3 To create workshops for people to encourage people to learn about Linux and get past the large apparent learning curve and teach them in the installation, configuration, system administration, programming and security aspects of using Linux
    1.3.4 To empower people to contribute to the open-source community and make a real impact to innovate and create a brighter Linux future together.
    1.3.5 To explore through the vast world of the open-source and Linux community and all of the distributions and creations that have been created for the Linux ecosystem.

1.4 In all matters not specifically dealt with herein, the procedures set out in the latest edition of Guide for Meetings and Organisations by N.E. Renton shall apply.

2 Definitions

2.1 For the purposes of this Constitution:
    2.1.1 The University shall mean the University of New South Wales;
    2.1.2 Arc shall mean Arc @ UNSW Limited;
    2.1.3 Members shall mean full members of the club;
    2.1.4 Associate members shall mean associate members of the club;
    2.1.5 The Executive shall mean the Executive of the club;
    2.1.6 The Committee shall mean any member appointed by the Executive to fill a specific role;
    2.1.7 The Annual General Meeting shall mean the Annual General Meeting of the club;
    2.1.8 An academic day shall mean a day during the first, second or third term of the University’s academic year which is not a Saturday, Sunday, Public Holiday or University Holiday; and
    2.1.9 Subjects shall mean units of study offered by the University in progression to the award of a degree.

2.2 Unless a contrary statement appears in Section 7 of this Constitution, the club shall be bound by all the clauses in Section 2 to Section 6 of this Constitution.

3 Not-for-profit clause

3.1 The assets and income of the organisation shall be applied solely in furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the organisation except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.

4 Membership

4.1 Contact details for members of the club are to remain with the Executive and Arc to have sole access. Contact details are not to be given or sold to any other person.

4.2 Full membership of the club shall be open to all UNSW students, and they shall be required to pay an annual club membership fee set by the club Executive, and complete a membership form.

4.3 Associate membership shall be open to all persons who are not UNSW students, provided that they pay a membership fee that is set by the club Executive, and they complete a membership form prepared by the club Executive.

4.4 A person's membership commences on the date they purchase membership and remains valid until the end of Week Three of Term One of the following calendar year.

4.5 The club shall comply with Anti-Discrimination legislation in all of its activities and procedures, including the granting of club membership.

4.6 Notwithstanding clause 4.9, a member of a Club Executive may have their position declared vacant according to the procedures set out in Section 5.8.

4.7 Notwithstanding clauses 4.8 and 4.9, an Executive, a member or associate member of a Club may have their membership terminated after the following procedure is followed:
    4.7.1 A motion is carried by the Executive, or the Executive is petitioned by twenty (20) members to instigate impeachment proceedings;
    4.7.2 The members of the Club are notified of the proceedings formally as a motion on notice to an Extraordinary General Meeting under Section 4.2;
    4.7.3 The member concerned is notified in writing of the procedures and reasons for proceedings at least seven (7) days prior to the meeting.
    4.7.4 The member concerned is given five (5) minutes to speak against the motion at the Extraordinary General Meeting.
    4.7.5 The motion is carried by the Extraordinary General Meeting.

4.8 Notwithstanding clause 4.9, an Executive, a member or associate member of a Club may have their membership terminated if the following occurs:
    4.8.1 The person in question has acted in a way that has sabotaged the functions of the Club or disregarded the Constitution to the detriment of the Club’s membership; and/or,
    4.8.2 The person in question has instigated instances of bullying, harassment, assault and/or gendered violence to one or multiple individuals.
    4.8.3 The Club has liaised with Arc about the person in question and Arc has determined the issue is of a serious nature.
    4.8.4 That the Club has, in consultation with Arc, determined that a public EGM to remove the individual would cause undue harm to those that have been victimised or harmed.
    4.8.5 Notice of a General Meeting must then be presented via the email they provided when signing up to the Club, to the person(s) in question, and the Executive, at least seven (7) days prior to the meeting.
    4.8.6 This meeting must be held in-camera (privately) and the only people permitted to attend the meeting are:
        a) Executive as listed within their Constitution,
        b) the person(s) in question,
        c) a support person for each of the person(s) in question, as required
        d) Any member of Arc, as required
    4.8.7 The person(s) in question must be afforded procedural fairness, including five (5) minutes to speak against the motion. (refer to Arc Clubs Policy Section E, 33.5 - 33.11)
    4.8.8 The motion is carried by the General Meeting.

4.9 Any member of a Club or Club Executive who believes they have been wrongly expelled may appeal to the Clubs Tribunal, who will arrive at the final resolution of the matter.

4.10 Appeals must be submitted in writing within seven (7) days of receiving the penalty and must include a justification for seeking an appeal.

5 Executive

5.1 The Executive of the club shall be elected from the full members at the Annual General Meeting and shall consist of:
    5.1.1 A President;
    5.1.2 A Secretary;
    5.1.3 A Treasurer, and
    5.1.4 A Welfare Officer

5.2 The term of office for each executive shall begin on the last academic day of Term 3 and continue for a full calendar year.

5.3 One member is permitted to hold two Executive positions, provided that a minimum of three different members shall remain on the Executive at all times, with the exception that the positions of President and Treasurer may not be held by the same person.

5.4 Job sharing of any Executive position is not permitted.

5.5 The Executive shall be responsible for the following duties:
    5.5.1 The activities of the club;
    5.5.2 The finances of the club;
    5.5.3 Appointing members to the Committee;
        a) Appointments will be made by majority vote of the Executive.
    5.5.4 The maintenance and review of policies & procedures of the Club, including its Grievance Resolution Policy & Procedure.

5.6 The Executive is at all times bound by the decisions of a Club Annual or Extraordinary General Meeting.

5.7 Any member of the Executive shall have their position declared vacant if they:
    5.7.1 Die;
    5.7.2 Cease to be a member of the club;
    5.7.3 Cease to be a UNSW student;
    5.7.4 Have their position declared vacant at an Extraordinary General Meeting.
    5.7.5 Meet the criteria outlined in sections 4.7 or 4.8.

5.8 Any member of the Committee shall have their position declared vacant if they:
    5.8.1 Meet the criteria outlined in sections 4.7, 4.8 or 5.7;
    5.8.2 Are removed from their role by majority vote of the executive.

5.9 Any vacancy for the Club Executive must be filled at an Extraordinary General Meeting, via the procedures outlined in Section 4

5.10 Duties of the following Executive positions shall include but not be limited to:

    5.10.1 President
        a) To chair all club, Committee, General and Annual General Meetings (held during their term) of the club;
        b) To oversee and coordinate the activities and administration of the club;
        c) To ensure that the elected officers of the club perform duties as laid down by the clubs’ Constitution, through regular e-mail updates, regularly advertised meetings, reports and notices and/or regular newsletters;
        d) To ensure that all other tasks necessary for the running of the activities of the club are performed, properly either by doing them or delegating the duties;
        e) To have a thorough knowledge of the club’s Constitution;
        f) To plan the coming year’s activities;
        g) To act as official spokesperson for the club;
        h) To arrive at a membership fee with the Executive;
        i) To liaise with fellow office bearers;
        j) To acquaint each committee member with their function, responsibility, duties and maintain personal contact with them;
        k) To liaise with Arc and departments of the University where necessary;
        l) To ensure that all required reaffiliation documentation is submitted to Arc within the time period prescribed by Arc;
        m) To ensure that the Treasurer submits a Financial Report to the club at the AGM and to Arc and that they have the club’s finances in good order in preparation for Spot Audits by Arc;
        n) To ensure that Arc is informed of changes to the Executive;
        o) To pass on their knowledge to their successor; and
        p) Other duties as in accordance with the Constitution of the club.

    5.10.2 Secretary
        a) To be responsible for receiving and replying to all correspondence on behalf of the club;
        b) To organise meetings, agendas (in consultation with the President), and minutes;
        c) To keep relevant club papers in order;
        d) To coordinate elections;
        e) To maintain the membership list, updating when changes are made;
        f) To be aware of the Arc funding system, its requirements and its possibilities for the Club;
        g) To communicate with the Executive before and after each Arc Briefing to pass on information (about grants etc);
        h) To liaise with Arc and the Club’s Executive;
        i) To have a good working knowledge of Arc forms;
        j) To attend Arc Clubs Briefings or nominate a fellow Club member to attend on their behalf, or send apologies in advance (taking the form of an email detailing their name, Club, and the date of the meeting they cannot attend);
        k) To have a thorough knowledge of the Club’s constitution;
        l) To ensure that changes made to the constitution at an EGM or AGM are in line with Arc requirements;
        m) To ensure that motions made at any Meeting of the Club are reflective of the constitution; and
        n) To ensure that Arc is informed of any changes to the Executive;

    5.10.3 Treasurer
        a) To keep and maintain all club financial records.
        b) To hold petty cash tins
        c) To keep the club informed of its financial position (at meetings, through regular e-mail reports, or regular newsletters;
        d) To carry out financial transactions as directed by the club management;
        e) To not lend money, under any circumstances to themselves, club members or other clubs;
        f) To always ensure that the records are up to date and in good order so that if they are otherwise unable to continue in that capacity someone else can easily take over;
        g) To not put the club in debt that cannot be repaid, but should endeavour to match costs and income as closely as possible;
        h) To always insist on a receipt or docket to validate any expenditure by the club;
        i) To always provide a description and reference on any internet banking or app banking payments made.
        j) To always provide a receipt to a person who gives money to the club for any reason and bank all money received IMMEDIATELY;
        k) To ensure the Club has at least two and not more than three signatories who are Executive members.
        l) To ensure that club funds are not misused at any time; and
        m) To ensure that when smaller amounts of money are spent (petty cash) a receipt or docket must be obtained;
        n) To ensure that under no circumstances are any expenses to be met without documentation.

    5.10.4 Welfare Officer
        a) To foster an inclusive culture within the Club
        b) To lead efforts ensuring that your internal Club culture is positive and to prioritise and foster wellbeing and balance within the Club;
        c) Ensure that Club events will not result in poor wellbeing outcomes and will not lead to grievances from Club members and/or executives;
        d) To be an accessible contact for members, UNSW students and UNSW staff in receiving complaints and grievances relating to the Club and on any matters regarding equity of events and activities as well as conduct and diversity within the Club.
        e) To investigate grievances (where necessary) and resolve grievances or make recommendations to the Club Executive on the resolution of grievances;
        f) To attend Arc Clubs Briefings or nominate a fellow club member to attend on their behalf, or send apologies in advance (taking the form of an email detailing their name, club, and the date of the meeting they cannot attend);
        g) To act in a fair, ethical and confidential manner in the performance of their duties, and pass on their responsibilities for specific grievances to other Club Executives if they cannot act impartially; and
        h) To notify those involved of the outcome of the grievance.
        i) To not act as counsellor during any grievances, but to ensure that anyone experiencing distress is provided with adequate resources on who to speak to or where to go to seek professional advice or help.
        j) To facilitate, promote, and engage non-majority demographics of the Club, and ensure that the Club takes into consideration the needs and requirements of non-majority demographics to make their events and activities as inclusive as possible.
        k) Provide guidance to members and representatives of the Club on appropriate ways to behave and communicate inclusively.
        l) Ensure that all Club communications can be understood clearly by all students by avoiding the use of slang and idioms, where practicable;
        m) Monitor engagement, membership and any significant issues from students relating to non-majority demographics within the Club and provide reports to Club Executive as required;
        n) Undertake training as required to build understanding of how to look out for your peers and how to improve the internal culture of your Club; and,
        o) Other relevant duties as required.

6 Meetings

6.1 At least one (1) Returning Officer must be appointed by the Executive prior to a General Meeting at which an election will take place.

6.2 The Returning Officers duties are as follows:
    6.2.1 Returning Officer
        a) Ensure that they are at all times impartial and objective and cannot be determined to have a real or perceived conflict of interest by Club members, Executive or by Arc.
        b) Ensure that all elections are run fairly and in line with the rules set out by this Club’s Constitution and according to Arc Clubs Policy and Procedure.
        c) Prepare and circulate all notices of election, nominations, voting and proxies to be held as part of any General Meeting in which an election is to take place.
        d) Provide all members with access to an email address that is designated for use by the Returning Officer over the course of their duties.
        e) Accept all nominations submitted that satisfy the rules of this Club’s Constitution and Arc Clubs Policy and treat any defective or late nominations in the manner prescribed by this Club’s Constitution and/or Arc policy.
        f) If voting is to take place online, ensure that the appointed Returning Officer(s) are the only person(s), alongside Arc, with access to the voting forms and spreadsheets.
        g) If voting is to take place in person, ensure that they have provided all members with instructions surrounding proxies, have received any proxies via accepted channels and determined the validity of proxies submitted prior to the General Meeting taking place.
        h) Runs the portion of the General Meeting pertaining to the election of candidates
        i) Allows for at least 1 scrutineer per candidate, (who cannot be the candidate themselves) to be present for the counting of votes, if this is held in person, or for that person to be provided access to the voting sheets if the election was held online.
        j) To present a report announcing all successful candidates following the conclusion of the voting process.
        k) Where there is a clash between this Club’s Constitution and Arc Clubs Policy, Arc Clubs Policy takes precedence.

Annual General Meetings

6.3 There shall be one Annual General meeting every calendar year.

6.4 Notice in the form of an agenda for the Annual General Meeting shall be no less than fourteen (14) days, and is to be:
    6.4.1 Given in writing to Arc;
    6.4.2 Given in writing to all Club members, or upon approval by Arc displayed in a way that will guarantee an acceptable level of exposure among Club members.

6.5 Quorum for the Annual General Meeting shall be:
    6.5.1 Ten (10) or one half of the Club membership, whichever is the lesser, for all Clubs with less than 75 members, and for any other Club that has been active for less than 18 months from the time they first affiliated to Arc; or,
    6.5.2 Fifteen (15) ordinary members for all Clubs with more than 75 members that have been active for more than 18 months from the time they first affiliated to Arc. An ordinary member is defined as a member of the Club that did not serve as Executive in the current year.

6.6 At an Annual General Meeting:
    6.6.1 Reports shall be presented by at least the President and the Treasurer;
    6.6.2 Full financial reports shall be presented and adopted;
    6.6.3 Constitutional amendments and other motions on notice may be discussed and voted upon.
    6.6.4 The Chair will hand over the meeting to the Returning Officer who will:
        a) Hold elections for a new Executive; and/or if this has already happened online,
        b) Announce the winners and any other relevant information to attendees as required, before handing the meeting to the new, Incoming President, or in their absence, a duly elected Chair.

6.7 Full minutes of this meeting, including a list of the new Executive, written financial reports, and constitutional amendments, shall be forwarded to Arc within fourteen (14) days of the meeting.

Extraordinary General Meetings

6.8 There shall be Extraordinary General Meetings as the Executive sees fit or as petitioned under clause 4.7.

6.9 The format, procedures, notice and quorum for an Extraordinary General Meeting shall be the same as for an Annual General Meeting, except that Executive elections will not be held unless specifically notified.

6.10 To petition for an Extraordinary General Meeting, twenty (20) members or half of the Club membership, whichever is the lesser, must petition the Executive in writing.

6.11 Such a petitioned meeting must be held within twenty-one (21) days, but no sooner than fourteen (14) days.

6.12 There shall be other general meetings of the Club as the Executive sees fit.

Meetings

6.13 General requirements for all meetings are as follows:
    6.13.1 All voting at meetings shall be with a simple majority required for a resolution to be passed;
    6.13.2 Each member is entitled to one vote;
    6.13.3 Directed proxies shall be allowed in meetings and the procedure shall comply with the requirements of Arc;
    6.13.4 Only a Returning Officer, or in their absence, meeting Chair, may hold proxy votes.
    6.13.5 Elections for Executive shall use the “Regular Single Transferable Vote (STV) / Instant Runoff Voting (IRV)” system;
    6.13.6 In the case of equality of voting a countback will be held, with the candidate that received the most first preference votes winning. If there is another tie, the second preference votes will determine the winner, and so on, until a winner is determined;
    6.13.7 In the event a vote is completely and evenly matched, a re-vote will be held.
    6.13.8 Constitutional changes must be in the form of a motion on notice to an Annual or Extraordinary General Meeting;
    6.13.9 Constitutional changes passed at an Annual or Extraordinary General Meeting must be approved by Arc for the Club to remain affiliated with Arc.
    6.13.10 Motions not pertaining to Constitutional changes may be raised at the Meeting from any member in attendance.

7 Finance

7.1 The Club shall hold an account with a financial institution approved by Arc.

7.2 The Executive must approve all accounts and expenditures for payment.

7.3 All financial transactions shall require two signatures from members of the Executive.

7.4 The Club shall nominate three members of the Executive as possible signatories for the account, one of which must be the Club Treasurer

7.5 The financial records of the Club shall be open for inspection by Arc at all times.

8 Dissolution

8.1 Dissolution of the club will occur after the following conditions have been met:
    8.1.1 An Extraordinary General Meeting is petitioned in writing as set out in 6.10;
    8.1.2 Procedures for notification as set out in 6.4 are followed, and the reasons for the proposed dissolution are included with the notification to Arc;
    8.1.3 Quorum for the meeting to dissolve the club shall be twenty (20) members or three-quarters of the club membership, whichever is the lesser;
    8.1.4 No other business may be conducted at the meeting to dissolve the club;
    8.1.5 After the petitioning body has stated its case any opposition must be given the opportunity to reply, with at least ten minutes set aside for this purpose;
    8.1.6 A vote is taken and the motion to dissolve lapses if opposed by fifteen (15) or more members of the club;
    8.1.7 If the motion to dissolve is carried, Arc must be notified within fourteen (14) days.

8.2 Dissolution of the club will also occur if the club has been financially and administratively inactive for a period of eighteen (18) months.

8.3 On dissolution of the club, the club is not to distribute assets to members. All assets are to be distributed to an organisation with similar goals or objectives that also prohibits the distribution of assets to members. This organisation may be nominated at the dissolution meeting of the club. If no other legitimate club or organisation is nominated, Arc will begin procedures to recover any property, monies or records belonging to the club which it perceives would be useful to other Arc-affiliated clubs. The club will be given twenty one (21) days to forward all relevant items to Arc before any action is instigated.