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Annual General Meeting 2010-2011

This is the discussion page for the next AGM covering the FY 2010/2011. This page is used to refer to discussions happening around the proposed business.

See last AGM history for the discussion surrounding the last AGM this February.
See last AGM preparation page for some examples.

When

Motion: that we hold our Annual General Meeting for the Financial Year 2010/2011 on November 27th, 2011, 21:00 UTC carried.
motion from board meeting 2011-09-18
See when 27th November 2011, 21:00 UTC is in your timezone.

Report Works-in-Progress

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

AGM/TeamReports/2011 (look here for examples)
AGM/MembersReports/2011 (look here for examples)
AGM/BoardReport/2011 is the Board's description of the year
- AGM/Diary/2011 is the list of major events
  - including
- SGM-20110403 and minutes
- SGM-20110508 and minutes
- AGM 2011-02-27 minutes
AGM/FinancialReport/2011 is the financial summary required

Agenda

Meeting Administration
1. Who is making minutes?
2. Identification of members with voting rights
3. Identify proxy votes
4. Identification and acceptance of new members
5. Urgent Business (Acceptance of addtl. resolution into the agenda)?
Ratification of Minutes
1. Annual General Meeting 2011-02-27
2. Special General Meeting 2011-04-03
3. Special General Meeting 2011-05-08
Presentation of Annual Reports - link
1. Presentation of Executive Report
2. Presentation of Financial Report
3. Presentation of Team Reports
4. Presentation of Member Reports
5. Secretary Annual Report
Special Resolutions
5. Ordinary Resolutions
Committee Elections

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
Dirk Astrath	Ulrich Schroeter	Raoul Xavier Boerlage, Bas van den Dikkenberg, Benny Baumann, Guillaume ROMAGNY	{g} rcvd by Secretary	DE
MarioLipinski	Ulrich Schroeter	Raoul Xavier Boerlage, Benny Baumann, Guillaume ROMAGNY	{0} link to post	DE
Piers Lauder	Ulrich Schroeter	Guillaume ROMAGNY	{g} accepted	AU	link to wiki page?
Ian Grigg	Raoul Xavier Boerlage x¹	link to post	{r} declined	AU	link to wiki page?
Lambert Hofstra	Raoul Xavier Boerlage x¹, Guillaume ROMAGNY	Bas van den Dikkenberg	{0} link to post	NL	link to wiki page?
Peter Yuill	Guillaume ROMAGNY	Benedikt Heintel	{0} link to post	AU	link to wiki page?
Alexander Prinsier	Guillaume ROMAGNY	Benedikt Heintel	{0} link to post	BE	link to wiki page?
Jeffery Frederick	Ulrich Schroeter	Marcus Maengel, Guillaume ROMAGNY	{g} accepted	US	link to wiki page?
Name here	link to post	link to post	link to post	XX	link to wiki

x¹) sent by unsigned email

Nominations for board directors should be sent to the Secretary (secretary at cacert) in signed email. CC to the cacert-board at cacert. Also, if you want someone to second your nomination, CC that person.

After the election, Checklist for new Board.

[2011-11-20] Nomination deadline passed with 3 candidates nominated, seconded and accepted
Decision at board meeting 2011-11-20 to open a new table for potential candidates to be called from the floor at the upcoming AGM

Michael Taenzer

Marcus Maengel

Guillaume ROMAGNY

{0} link to post

link to wiki page?

Results

(23:26:19) 
 - Piers Lauder
 - Dirk Astrath
 - Jeffrey Frederick
 - Michael Taenzer
 - RaoulXavierBoerlage
 - WernerDworak
 - TomasTrnka

Ordinary Resolutions

A member may propose a resolution in a general meeting. Members must be notified 14??? days in advance of the motions, in a call for a general meeting.

The following (ordinary) resolutions will be / have been proposed:

Item	Title on Agenda	Call Mail	Discussion	Result
from agenda	words	link to member's request	link to wiki	Result

Special Resolutions -- Rule Changes

A member may propose a change to the rules, to be voted as a special resolution in a general meeting. Members must be notified 21 days in advance of the motions, in a call for a general meeting.

The following special resolutions will be / have been proposed:

Item	Title on Agenda	Call Mail	Discussion Page
y.1	Correct Error 13.1	call to secretary 2011-11-02	AGM/RuleChange/CorrectError-13.1	{g} CARRIED
y.1	Delete Common Seal	call to secretary 2011-11-02	AGM/RuleChange/DeleteCommonSeal	{g} CARRIED
y.1	Replace Association Act 1984 Links with Accociation Act 2009 Links within current CAcert Inc rules (Make CAcert Inc Rules compliant to Accociation Act 2009)	call to secretary 2011-11-03	AGM/RuleChange/FixAssActLinks	{g} CARRIED
from agenda	words	link to member's request	link to wiki

See last AGM preparation page for some failed resolutions that could be updated.

$/!\$ 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?

start the ball rolling	1st meeting in July 2011
check the register of members
call for payments, to bring all members up to full standing	{g}
prepare a call	{g}
anticipated date: end October / start November?	2011-11-27
announce date, for notification	{g} 2011-11-13
announce date, for resolutions	{g} 2011-11-13
announce date, for special resolutions	{g} 2011-11-06
announce date for nominations	2011-11-20
send out call	{g} 2011-11-04, 2011-11-06
proxys deadline	2011-11-26

References

Association Act 1984 (Old one)

26 Annual general meeting

26(6)

(6) At the annual general meeting of an incorporated association, the committee of the
association shall submit to members of the association a statement which is not
misleading and which gives a true and fair view of the following:
  (a) the income and expenditure of the association during its last financial year,
  (b) the assets and liabilities of the association at the end of its last financial year,
  (c) the mortgages, charges and other securities of any description affecting any of
      the property of the association at the end of its last financial year,
  (d) in respect of each trust of which the association was trustee during a period,
      being the whole or any part of the last financial year of the association:
      (i) the income and expenditure of the trust during that period,
      (ii) the assets and liabilities of the trust during that period, and
      (iii) the mortgages, charges and other securities of any description
            affecting any of the property of the trust at the end of that period.

Association Act 2009 (New one)
- 37 General meetings
  - 37 is divided in 4 subsection + addtl. paragraphs
    - 38 Voting generally
    - 39 Voting on special resolutions
    - 40 Association not to provide pecuniary gain for its members
    - 41 Where name must appear
  - old 26(6) probably refers to Part 5 – Financial reporting
    - Division 1 – Tier 1 associations
      - 42 Application of Division
    - Division 2 – Tier 2 associations (CAcert Inc is a Tier 2 association, see Financial Reporting for Tier 1 and Tier 2 Associations )
      - Larger, or Tier 1 associations, whose gross receipts exceed $250,000 or current assets exceed $500,000 are required to submit audited financial statements each year to the members at the AGM. Smaller, or Tier 2 associations are required to submit a summary of their financial affairs to the AGM.
      - 46 Application of Division
      - 47 Financial statements
      - 48 Submission of financial statements to AGM
      - 49 Lodgment of summary with Director-General
        48 Submission of financial statements to AGM At each annual general meeting of a Tier 2 association, the association's committee must cause the association's financial statements for the previous financial year to be submitted to the meeting. Maximum penalty: 5 penalty units.

New CAcert Inc Rules as of 2011-11-27

[2011-11-27, UlrichSchroeter]
- 3 Rules changes CARRIED by AGM 2011-11-27
- added to new rules under CAcert Inc rules as of 2011-11-27

Logfiles

Minutes of AGM 2011-11-27

1. Meeting Administration

The AGM was held on 2011-11-27 via IRC.

Attendees

32 members

Proxies

3 proxy votes

Opened and chaired by the president Lambert Hofstra at 20:10 UTC

1.1 Who is making minutes?

Piers Lauder will make the minutes for the meeting.

1.2 Identification of members with voting rights

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

1.3 Identify proxy votes

The proxies for the meeting are:

Member holding proxy	Members entitled to vote, not present
Wytze van der Raay	Gary Lee Adams
Lambert Hofstra	Gary Lee Adams
Marcus Mängel	Marc Hofmann
Ulrich Schröter	Jeffery Scott Frederick
Marcus Mängel	Jeffery Scott Frederick

Voting rules are announced to the audience

1.4 Agenda

Agenda presented:

We'll use the following agenda:
Identify members entitled to vote, present proxies list. (Done.)
Confirm the minutes of the
- annual general meeting 2011-02-27,
- special general meeting 2011-04-03,
- special general meeting 2011-05-08.
Report of the Committee on the activities during the financial year July 2010 to June 2011.
Receiving and considering the statement which is required to be submitted to members under section 26(6) of the act.
Election of office-bearers of the association and ordinary members of the committee.
Special Resolution: rule change. Make CAcert Inc. rules Association Act 2009 compliant (*). By Ulrich Schröter.
Replace Association Act 1984 Links with Accociation Act 2009 Links within current CAcert Inc
Special resolution: rule change. Delete Common Seal (39) (*). By Ulrich Schröter
Special resolution: rule change. Correct Error (13.1) (*). By Ulrich Schröter
- (13.1 refers to rule 11 not rule 12. As it talks about a a right of an appeal against a resolution of the committee this would indicate it is referring to Rule 12.)

2. Ratification of Minutes

2.1 Confirm the minutes of the Annual General Meeting 2011-02-27

Motion: Accept AGM minutes
result by visual count:
- 25 Aye
- 5 Abstain
CARRIED

2.2 Confirm the minutes of the Special General Meeting 2011-04-03

Motion: for acceptance of the SGM minutes of April 2011: https://wiki.cacert.org/SGM/SGM20110403#Minutes
VoteBot result:
- AYE: 24
- NAYE: 0
- ABSTAIN: 8
CARRIED

2.3 Confirm the minutes of the Special General Meeting 2011-05-08

Motion: Accept SGM minutes of May 2011: https://wiki.cacert.org/SGM/SGM20110508#Minutes
VoteBot result:
- AYE: 25
- NAYE: 0
- ABSTAIN: 5
CARRIED

3 Report of the Committee on the activities during the financial year July 2010 to June 2011

Board report mailed too recently for many members to have had time to read it. Suggestion made to re-order agenda to allow members time to read it, returning to Board report after dealing with Financial report.

Questions answered from the floor:
- Q: Who is author of the report
- A: Lambert Hofstra
- Q: Is the Public Officer also board member
- A: No. (Relevant sentence in report to be corrected.)

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

Questions from the floor:
- Q: There is an order-of-magnitude drop in advertising income - what is current status of advertising?
- A: There were only ever one or two links for advertising. If the number fluctuates to zero then there is a substantial loss of income.

Motion: Accept the finance report (https://wiki.cacert.org/AGM/FinancialReport/2011)
VoteBot result:
- AYE: 24
- NAYE: 0
- ABSTAIN: 8
CARRIED

Board report (revisited)

President states that the Board report can be voted but not sure what it would mean if it is not accepted. Noted that noone is against the Board report.

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

President states that only three board nominees have accepted, and are thus taken as elected.

Michael Tänzer nominated and seconded from the floor, who then accepts.

Raoull Xavier Boerlage offers to stand, and is then nominated and seconded from the floor.

Werner Dworak nominated and seconded from the floor, who then accepts.

Mario Lipinski agrees to continue for another year.

Tomas Trnka nominated and seconded from the floor, who then accepts.

Mario Lipinski then declines to continue.

President announces that there are now seven Board members, and no voting is necessary:

 - Piers Lauder
 - Dirk Astrath
 - Jeffrey Frederick
 - Michael Taenzer
 - Raoul Xavier Boerlage
 - Werner Dworak
 - Tomas Trnka

Noted: that there is only one AU resident on board, so that two other AU members will need to be co-opted.

6. Special Resolutions - Make CAcert Inc. rules Association Act 2009 compliant

As the special resolutions are a set to bring the rules in line, the chair proposed a vote on the set, and not on individual changes.

For the record, the set of changes is:

 - Replace Association Act 1984 Links with Accociation Act 2009 Links within current CAcert Inc 
 - Special resolution: rule change. Delete Common Seal (39) (*). By Ulrich Schröter
 - Special resolution: rule change. Correct Error (13.1) (*). By Ulrich Schröter
    (13.1 refers to rule 11 not rule 12. As it talks about a a right of an appeal against a resolution of the committee this would indicate it is referring to Rule 12.)

 (*) [[https://wiki.cacert.org/AGM/RuleChange/FixAssActLinks]]

Motion: Accept the three changes to the association rules proposed (delete common seal, fix reference for appeal, association act references)
VoteBot result:
- AYE: 30
- NAYE: 0
- ABSTAIN: 1
CARRIED

7. Meeting closure

After about 1 1/2 hours the AGM was closed at 21:42 UTC by the chair.

8. Motions within AGM

agm20111127.1 - Confirm the minutes of the Annual General Meeting 2011-02-27	{g} CARRIED
agm20111127.2 - Confirm the minutes of the Special General Meeting 2011-04-03	{g} CARRIED
agm20111127.3 - Confirm the minutes of the Special General Meeting 2011-05-08	{g} CARRIED
agm20111127.4 - Accept the finance report (https://wiki.cacert.org/AGM/FinancialReport/2011)	{g} CARRIED
agm20111127.5 - Accept the three changes to the association rules proposed (delete common seal, fix reference for appeal, association act references)	{g} CARRIED