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Annual General Meeting 2010 (2011-02-27) Discussion

This is the history page for the AGM in February 2011.

See next AGM preparation page.

When

Sunday 27th of February, 2011 at 20:00 UTC see worldwide schedule

Report Works-in-Progress

Note any reports from the Community and Teams to the Association here:

AGM/TeamReports/2010 (look here for examples)
AGM/MembersReports/2010 (look here for examples)
AGM/BoardReport/2010 is the Board's description of the year
- AGM/Diary/2010 is the list of major events
AGM/FinancialReport/2010 is the financial summary required (not started)
Final: https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20110227/annual report 2009-2010.pdf

Nominations for Member of the Committee

At each next AGM, the committee ("Board") is dissolved and a new one is elected. A new Committee should be formed for the term that follows the AGM, up to the next AGM, where the same procedure applies.

Acceptance: {0} pending, {+} accepted, {-} declined

Name	Nominated by	Seconded by	Accepted	C	Comments and link
Lambert Hofstra	Ulrich Schroeter	Guillaume Romagny, Gary Lee Adams	{+} accepts	NL	link to wiki page?
Mario Lipinski	Ulrich Schroeter	Guillaume Romagny, Gary Lee Adams	{+} accepts	DE	MarioLipinski
Ian Grigg	Ulrich Schroeter	Guillaume Romagny, Gary Lee Adams	{+} rcvd by Secretary	AU	link to wiki page?
Peter Yuill	Ulrich Schroeter	Guillaume Romagny, Gary Lee Adams	{+} accepts	AU	link to wiki page?
Kevin Dawson	Ulrich Schroeter	Guillaume Romagny, Gary Lee Adams	{-} declined	AU	link to wiki page?
Guillaume Romagny	Mario Lipinski	Ulrich Schroeter, Lambert Hofstra	{+} proposed himself	FR	GuillaumeRomagny
Guy Scharinger	Guillaume Romagny	Wytze van der Raay, Dominik George	{+} rcvd by Secretary	FR	Who is Guy Scharinger?
Dirk Astrath	Lambert Hofstra	Dominik George, Joost Steijlen, Guillaume Romagny	{+} accepts	DE	link to wiki page?
Piers Lauder	Ulrich Schroeter	Michael Tänzer, Guillaume Romagny	{+} accepts	AU	link to wiki page?
Alexander Prinsier	Mario Lipinski	LambertHofstra	{+} rcvd by Secretary	BE
Dominik George	Guillaume Romagny	Gary Lee Adams	{-} declined	DE
Name here	link to post	link to post	link to post	XX	link to wiki

Compiled from cacert-members and cacert-board mailing lists, list received by Secretary and irc log from Board Meeting 2011-02-13

Results

33 Peter Yuill (AU)
32 Lambert Hofstra
32 Mario Lipinski
30 Piers Lauder  (AU)
27 Dirk Astrath
22 Ian Grigg  (AU)
22 Alexander Prinsier
13 Guy Scharinger
 9 Guillaume Romagny

After the election, Checklist for new Board.

Resolutions

The following (ordinary) resolutions were proposed and voted upon:

Item	Title on Agenda	Call Mail	Discussion	Result
5.	Form A Sub-committee	AGM Call	discussion post, schema 'Resolution-form-a-sub-committee'	CARRIED.
from agenda	words	link to member's request	link to wiki	votes?

No Special Resolutions were proposed.

$/!\$ NOTE: $/!\$

There is a difficulty in proposing special resolutions to change the rules for this and future upcoming GMs.

Because the Associations Act 2009 is now in effect, the current set of rules are deemed by OFT to be in compliance with the Act. So we need do nothing right now.

However, any attempt to submit new rules will be rejected unless the new rules are in fact in compliance with the Act.

Administration

For the Secretary?

check the register of members	{+}
call for payments, to bring all members up to full standing	{+}
prepare a call	{+}
anticipated date: end October / start November?	{+} 2011-02-27
announce date, for notification	{+} 2011-02-13
announce date, for resolutions	{+} 2011-02-06
announce date for nominations	{+} 2011-02-20
send out call	{+}
proxys deadline	2011-02-26

Minutes of AGM 2011-02-27

(by using AGM 2008/2009 minutes as a blue print)

0. Pre-Meeting

0.1 Delays in Annual General Meeting

Due to several factors the committee did not get access to financial information until January 2011. In the face of an inability to prepare a financial report, the committee duly decided to delay the AGM into 2011. It sought and was granted permission for this delay from the NSW Office of Fair Trading.

AGM 2010 has been delayed by board motion https://community.cacert.org/board/motions.php?motion=m20101206.2

"Seek extension for AGM + financial report submission" dated 2010-12-06, accepted by OFT

0.2 Call for Annual General Meeting 20110227

AGM 2010 date set to 2011-02-27 at Board meeting agenda 2.1 AGM
- Deadline for Special resolutions: 2011-02-06
- Deadline for Resolutions: 2011-02-13
- Deadline for Call for AGM: 2011-02-13
Call for AGM sent by Presedent: 2011-02-07 https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00000.html and officialy by secretary: 2011-02-11 https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00011.html "No special resolutions under rule 32 were proposed and will be transacted at the meeting."

The meeting was duly called by the Secretary 2011-02-11 on the association member's maillist:

Dear members of the CAcert Inc. association,

the committee of CAcert Inc. has, in accordance with Part 4,
rule 25 (1) of the associations rules, called an Annual General Meeting
of CAcert Inc. for February 27th 2011 at 20:00 UTC to take place in the
IRC channel #agm on irc.cacert.org.

No special resolutions under rule 32 were proposed and will be
transacted at the meeting.

If you want to bring up any business to be transacted at the meeting the
notification must be received by me acting as secretary
(secretary AT cacert.org)
 in signed email before Febuary 13th 2011
10:00 am UTC in order to be able to send out notice following
rule 27 (1). Any business proposed later may not be considered.

Nominations for members of the committee must be send to me acting as
secretary before February 20th 2011 08:00 pm UTC. Each candidate must be
nominated by two members and declare its consent.

Feel free to use the 
cacert-members AT lists.cacert.org
 mailing list by
copying mails there or the wiki page http://wiki.cacert.org/AGM/Next for
coordination with others members. But please remember that the
association rules require business items and nominations send to
secretary AT cacert.org
 in signed mail.

Please also ensure that your membership dues are current, as you may not
be entitled to vote otherwise.
Especially if you paid via bank transfer your payment might not have
been processed yet. In this case or you feel anything is wrong regarding
your payment contact 
secretary AT cacert.org
 so this can be sorted out in time.

-- 
Best regards

Mario Lipinski                  
mario AT cacert.org
CAcert Inc. Secretary           http://www.cacert.org

Adding "Resolution: form a sub-committee": 2011-02-11 https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00011.html
"AGM: duly submitted Special Resolution refused by board. Seeking member acceptance": 2011-02-13 https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00015.html Proposal has been added 2010-09 but has failed to be announced just in time and overseen in AGM call compile

0.3 Agenda

The closing date for special resolutions was set by Secretary at 2011-02-06, being 3 weeks before the meeting. By that date, 0 special resolutions and 0 ordinary resolutions were collected and entered into the agenda. The Secretary sent out a formal notification of the meeting on that day without the full agenda included.

0.4 Annual Report

The Annual Report was prepared by the committee on the wiki. Financial Report was prepared by Alexander Prinsier (Former treasurer: Ernestine Schwob resigned 2010-07-04). Text of the committee's report was written by Ian Grigg. On invitation, 12 teams within the Community submitted reports from their areas. Cartoons were drawn by Gerhard von Reith. Layout was prepared by Marcus Maengel. The full report (except finance report) was finally approved

at the meeting of the committee on 2011-02-20.

0.5 Administration

Voting. VoteBot was approved by the previous committee for use in the past GM's eg. m20090701.1 and the current committee saw fit not to change it. VoteBot was improved by Philipp Dunkel for this session, removing some of the difficulties seen in previous GM's.

Typographical Notes. All times are UTC. Minutes prepared by Dirk Astrath, enhanced by Ulrich Schroeter. Source material was the IRC log (times in irc log are CET local time (-1 hour for UTC times)) recorded by Ulrich Schroeter.

1. Meeting Administration

The AGM was held on 2011-02-27 via IRC.

Attendees

28 members

Proxies

6 proxy votes

Opened and chaired by the president Lambert Hofstra at 20:04 UTC

1.1 Identification of members with voting rights

Nick Bebout and Mario Lipinski confirmed by "voicing" that members were "voiced" and entitled to vote.

1.2 Urgent Business

Agenda presented:

Our agenda for today will be:

Confirm the minutes of the annual general meeting 2010-01-30
Report of the Committee on the activities during the financial year July 2009 to June 2010
Election of office-bearers of the association and ordinary members of the committee
Receiving and considering the statement which is required to be submitted to members under section 26(6) of the act.
- Resolution: form a sub-committee (proposed by Ian Grigg)
(Consideration of) Special Resolution: Transfer to a non-trading Cooperative NSW (by Daniel Black)

2. Ratification of Minutes

2.1 Confirm the minutes of the annual general meeting 2010-01-30

After opening the AGM by Lambert Hofstra, the the minutes of the 'last years' AGM were carried by 25 Members (8 Abstain).
Motion: confirm the minutes of the annual meeting 2010-01-30
result by:
- 25 Aye
- 8 Abstain
votebot failure breaks voting, vote declared as test vote
Voting rules are announced to the audience
List of proxy votes were presented by secretary

There are 6 proxy votes active + 1 early votes held by secretary

Member holding proxy	Members entitled to vote, not present
Wytze van der Raay	Bastiaan Franciscus van den Dikkenberg
Ulrich Schröter	Markus Warg
Ulrich Schröter	Wolfgang Kasulke
Guillaume Romagny	John Cagnol
Guillaume Romagny	Gary Lee Adams x¹
Guillaume Romagny	Daniel Black (for any item no early vote received) x²
Lambert Hofstra	Gary Lee Adams (in case Guillaume Romagny is not able to act on his behalf) x¹
Mario Lipinsky	received early votes from Daniel Black x²

One more test voting

Motion:

 So, I move we approve the minutes of the annual general meeting 2010-01-30

motion seconded
CARRIED by
- ABSTAIN had 8 votes.
- NAYE had 0 votes.
- AYE had 25 votes.

3. Presentation of Annual Reports

3.1 Report of the Committee on the activities during the FY July 2009 to June 2010

The next item on the agenda was the approval of the board report by 31 Members (1 Naye, 1 Abstain). The detailed financial report was not ready at the AGM and presented later due to missing access to the bank account. 14 Members agreed (8 Naye, 7 Abstain) to call an SGM for the financial report as soon as the bank access has been established again.
https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20110227/annual report 2009-2010.pdf
- (finished full report incl. financial report 2011-03-27, present at meeting was the board report and a current state financial report in the wiki - revision 16 of the financial report)

Motion:

 I move we vote on the team reports, the member reports, the board report, and the diary, and then have a second vote on the finance report

motion seconded
CARRIED by
- ABSTAIN had 1 votes.
- NAYE had 1 votes.
- AYE had 31 votes.

3.2 Discussion on Reports

Next on the agenda is the Financial report
- President explains the problems regarding to finish the financial report in time.
- Due to personal circumstances of the sole signatory we lost access to our bank
- We've worked hard to ghet access back, and are now in the final stages
- as a result we did not have all the details of bank transactions
- (specifically transactions from february 2010 to June 2010)
- we do have the current balance, and have worked to reconstruct the transactions that took place in FY 2009/2010
- (so from february 2010 to June 2010)
- The report therefore took us a bit longer than normally required
- Questions answered from the floor:
  - Q: Is there any discrepancy over, say, $200?
  - A: our calculations show it should be less than $200 difference
  - Q: How can we be sure that there were no transactions carried out after 29.01.2010? Or were there?
  - A: the transactions to the bank accounts are booked until 29/1/2010. However, we know other expenses were made, and those were booked as liability (debt). So the report shows it as if we have been collecting bills, and not paying them.
- Further discussions regarding financial year and what to cover by the finance report (Financial Year (Jul to Jun) vs. Regular Year (Jan to Dec))

3.3 Financial Report

Motion:
- ```
 to approve the financial report
```
motion seconded
CARRIED by
- ABSTAIN had 7 votes.
- NAYE had 8 votes.
- AYE had 14 votes.
Some discussion about next agenda items:
- We have a motion to call for a SGM
- And we have a motion to first ask for the proposal of Ian's resolution
defered and to continue with the announced agenda order

4. Committee Elections

4. Election of office-bearers of the association and ordinary members of the committee

President presents the rules for board member elections voting and some discussion about Dominik George nomination. President lists list of accepted nominations:
Lambert Hofstra
Mario Lipinski
Ian Grigg (AU)
Peter Yuill (AU)
Guillaume Romagny
Guy Scharinger
Dirk Astrath
Piers Lauder (AU)
Alexander Prinsier
All candidates accepted their nomination in time.
Reminder by president: I'd like to point out that according to the new rules of the NSW OFT we HAVE to have 3 AU persons in the board
Next were the votes about board members, which gave the following result:

Motion: I'd like to call for a vote on Lambert Hofstra
- ABSTAIN had 3 votes.
- NAYE had 0 votes.
- AYE had 32 votes.

Motion: I'd like to call for a vote on Mario Lipinski
- ABSTAIN had 2 votes.
- NAYE had 1 votes.
- AYE had 32 votes.

Motion: I'd like to call for a vote for Ian Grigg (AU)
- ABSTAIN had 5 votes.
- NAYE had 6 votes.
- AYE had 22 votes

Motion: I'd like to call for a vote on Peter Yuill (AU)
- ABSTAIN had 0 votes.
- NAYE had 0 votes.
- AYE had 33 votes.

Motion: I'd like to call for a vote on Guillaume Romagny
- ABSTAIN had 5 votes.
- NAYE had 17 votes.
- AYE had 9 votes.

Motion: I'd like to call for a vote on Guy Scharinger
- ABSTAIN had 13 votes.
- NAYE had 6 votes.
- AYE had 13 votes.

Motion: I'd like to call for a vote on Dirk Astrath
- ABSTAIN had 4 votes.
- NAYE had 3 votes.
- AYE had 27 votes.

Motion: I'd like to call for a vote on Piers Lauder (AU)
- ABSTAIN had 2 votes.
- NAYE had 0 votes.
- AYE had 30 votes.

Motion: I'd like to call for a vote on Alexander Prinsier
- ABSTAIN had 8 votes.
- NAYE had 3 votes.
- AYE had 22 votes.

Summary in election order

Rank	Candidate	Aye	Naye	Abstain
1.	Peter Yuill (AU)	33	0	0
2.	Lambert Hofstra	32	0	3
3.	Mario Lipinski	32	1	2
4.	Piers Lauder (AU)	30	0	2
5.	Dirk Astrath	27	3	4
6.	Ian Grigg (AU)	22	6	5
7.	Alexander Prinsier	22	3	8
8.	Guy Scharinger	13	6	13
9.	Guillaume Romagny	9	17	5

Ranks #1 - #7 presents the elected new board members. #8 and #9 to fill vacancies if required.

5. Ordinary Resolutions

5.1 Receiving and considering the statement which is required to be submitted to members under section 26(6) of the act

Resolution: form a sub-committee (proposed by Ian Grigg)

After the election of the new board-members (Peter, Lambert, Mario, Piers, Dirk, Ian and Alexander) there was a motion to allow the board to form a subcommitee to ensure 3 AU-Residents being in the board if election doesn't voted in enough AU-residents. Motion carried (17 Aye, 8 Naye, 6 Abstain)
Proposal:
- Receiving and considering the statement which is required to be
  - submitted to members under section 26(6) of the act [A/N: Association Act 1984]
  - this refers to http://www.legislation.nsw.gov.au/sessionalview/sessional/act/2009-7.pdf
  - [A/N: the latter reference has max 26(3) and topic "Nature of association",
  - Association Act 2009 reference is 28(3)]

Motion:

  Resolved that, in view of our international character, if the
  committee finds itself needing to make adjustments to meet the
  requirements of the Associations Act 2009, that we the Association
  consider the following as appropriate:
  (a)  that the committee appoints such members to the committee as
       are needed to meet requirements, and
  (b)  in the event that any members of the committee, being duly
       voted in by the Association, find it necessary to resign
       because of (a) above, that
       i.  the committee form a single sub-committee under Rule 22,
       ii. the committee appoint said resigned members who were duly
           voted in by the Association to the sub-committee,
       iii. the deliberations of that sub-committee be incorporated
            into the deliberations of the committee, to the extent
            possible under R22, and
       iv.  the committees together be known as the Board, and their
            members be known as Directors.

motion seconded
CARRIED by
- ABSTAIN had 6 votes.
- NAYE had 8 votes.
- AYE had 17 votes.
Post vote discussion on the floor about last motion:
- The resolution is not a rule change, to be read that commitee requests a consent about the presented issue
- The members gave future boards their recomendation to handle the Association Act 3 AU members clause for commitee members with the "form a subcommitee" solution given thru Inc rule (22) "Delegation by committee to sub-committee"

6. Special Resolutions

6.1 (Consideration of) Special Resolution: Transfer to a non-trading Cooperative NSW (by Daniel Black)

Daniel proposed a motion aimed at avoiding any further issues with the Association Rules (presented back in Sept 2009 to the members).

Special Resolution:

  Transfer to a non-trading Cooperative NSW (by Daniel Black)
  proposed in
  https://lists.cacert.org/wws/arc/cacert-members/2010-09/msg00022.html
  "I hereby ask that the membership as an ordinary business of the
   association accept this special resolution as being legitimatly
   presented to the assocation. This will occur before being asked
   to accept the special resolution as a separate voting item."

Unfortunately this was not announced in time for the AGM, so there were two motions how to continue.
There was a longer discussion from the floor, no consent was given to accept the special resolution as urgent business topic.
The first motion should allow the board to vote about this Resolution by ignoring the time of the announcement of Daniels Proposal. This motion was not carried (8 Aye, 14 Naye, 3 Abstain).

Motion:

  moves that we vote on the resolution at this meeting, and then
  file an application with the Director-General of Fair Trading to
  allow that as passage of the special resolution

motion seconded
NOT PASSED by
- ABSTAIN had 3 votes.
- NAYE had 14 votes.
- AYE had 8 votes.
A second motion instructed the board to call an SGM to handle Daniels Resolution (16 Aye, 8 Naye, 6 Abstain).

Motion:

  It is resolved that this AGM instructs the Board, which has
  failed to announce this meeting in time for a duly submitted
  Special Resolution, to call a Special General Meeting to deal
  with that resolution as soon as the bylaws allow.

motion seconded
CARRIED by
- ABSTAIN had 8 votes.
- NAYE had 6 votes.
- AYE had 16 votes.

7. Meeting closure

After about 2 1/2 hours the AGM was closed at 22:31 UTC by the chair.

8. Motions within AGM

agm20110227.2.1 - Acceptance of minutes of the annual general meeting 2010-01-30	{g} CARRIED
agm20110227.3.1 - Acceptance of Board Report	{g} CARRIED
agm20110227.3.2 - Acceptance of Finance Report	{g} CARRIED
agm20110227.4.1 - call for a vote on Lambert Hofstra	AYE had 32 votes.
agm20110227.4.2 - call for a vote on Mario Lipinski	AYE had 32 votes.
agm20110227.4.3 - call for a vote for Ian Grigg (AU)	AYE had 22 votes
agm20110227.4.4 - call for a vote on Peter Yuill (AU)	AYE had 33 votes
agm20110227.4.5 - call for a vote on Guillaume Romagny	AYE had 9 votes
agm20110227.4.6 - call for a vote on Guy Scharinger	AYE had 13 votes.
agm20110227.4.7 - call for a vote on Dirk Astrath	AYE had 27 votes
agm20110227.4.8 - call for a vote on Piers Lauder (AU)	AYE had 30 votes.
agm20110227.4.9 - call for a vote on Alexander Prinsier	AYE had 22 votes.
agm20110227.5.1 - Resolution to form a subcommitee regarding the 3 AU residents Association Act rule	{g} CARRIED
agm20110227.6.1 - Vote on special resolution and file an application to OFT for acceptance	{r} NOT PASSED
agm20110227.6.2 - AGM instructs board to prepare a SGM	{g} CARRIED