Annual General Meeting 2014-2015

This is the discussion page for the next AGM covering the Financial Year 2014/2015. This page is used to refer to discussions happening around the proposed business.

When

Report Works-in-Progress

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

CAcert Annual Report 2015 (compiled)

Agenda

  1. 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)?
  2. Ratification of Minutes

    1. Annual General Meeting 2014-07-20 AGM/AGM20140913#Minutes

  3. 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
  4. Ordinary Resolutions
    1. Sub committee for transition, by Benedikt Heintel
    2. Adjust Arbitration (1), by Reinhard Mutz
    3. Adjust Arbitration (2), by Reinhard Mutz
    4. Public Relation Officer, by Stefan Thode
    5. Event Officer, by Stefan Thode
    6. Software Team Lead, by Stefan Thode
    7. Suspension member 1, by Benny Baumann
    8. Suspension member 2, by Benny Baumann
  5. Special Resolutions
  6. 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

NN

BY

SEC

{0}

XX country code

link to wiki

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.

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 Page

Result

I reuquest to create a sub committee, staff it and delegate the needed power to it, to prepare and conduct the transition of assets and information from CAcert Inc.

Sub committee for transition

by Benedikt Heintel

Discussion

I request to reject the current ruling a20150420.1 in total

Adjust Arbitration (1)

by Reinhard Mutz

Discussion Page

I request to setup a working group to adjust arbitration

Adjust Arbitration (2)

by Reinhard Mutz

Discussion Page

I request to vote a new Public Relation Officer

Public Relation Officer

by Stefan Thode

Discussion Page

I request to vote a new Event Officer

Event Officer

by Stefan Thode

Discussion Page

I request to vote a new Software Team Lead

Software Team Lead

by Stefan Thode

Discussion Page

I request to block E[...] from all positions within CAcert Inc. for at least 2 years. Revoke all rights and functions, except Assurer state, ever granted to her. [...]

Suspension member 1

by Benny Baumann

Discussion Page

I request to block D[...] from all positions within CAcert Inc. for at least 2 years. Revoke all rights and functions, except Assurer state, ever granted to him. [...]

Suspension member 2

by Benny Baumann

Discussion Page

Item

Title on Agenda

Call Mail

Discussion Page

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.

No proposals for changes of Rules of the Association were received by Secretary in time according to Rule 32 (a) and will be handled as Special Resolutions.

The following special resolutions will be / have been proposed: (there are none special resolutions)

Item

Title on Agenda

Call Mail

Discussion

Result

from agenda

words

link to member's request

link to wiki

Result

1.3 Identify proxy votes

The proxies for the meeting are:

Administration

For the Secretary?

References

Logfiles 2015-09-27

Please note: The log files are not available at the moment.

Minutes

Details and actual Minutes for the adjurned meeting at 2015-09-27

Chair

Dirk Astrath (President)

Minutes

Eva Stöwe

Begin

2015-09-27 18:00:05 UTC

End

2015-09-27 19:50:54 UTC

Participants

There was quorum.

DirkAstrath (President)

AlexanderBahlo

BennyBaumann

JürgenBruckner

proxy MartinGummi

JanDittberner

FelixDoerre

WernerDworak

PhilippDunkel

PieterVanEmmerik

ThorstenFroese

IanGrigg

MartinGummi

BenediktHeintel

MarcOliverHofmann

MarioLipinski

MarcusMaengel

BrianMcCullough

ReinhardMutz

WytzevanderRaay

IanAlastairRobertson

GuillaumeRomagny

proxy EvaStöwe

UlrichSchroeter

EvaStoewe

MichaelTaenzer (Treasurer)

StefanThode

TomasTrnka

proxy IanGrigg

actual Minutes of meeting at 2015-09-27

0a. President (Dirk Astrath) welcomed everybody and opend the meeting 0b. Dirk was nominated as Chair of the meeting by IanGrigg, seconded by PhilippDunkel and EvaStöwe

1.1 Who is doing minutes? EvaStöwe volunteers and is appointed by the Chair because there was no objection

1.2 let's identify members with voting rights Was left open as at that time nobody had access to the respective list, because the secretary skipped the meeting due to an illness and the treasurer was travelling. As he planned to be at home before the end of the meeting it was discussed to do those checks later

1.3 Identify proxy votes The following proxies for non-present members were found to be valid: JürgenBruckner (proxy MartinGummi) GuillaumeRomagny (proxy EvaStöwe) TomasTrnka (proxy IanGrigg)

The following proxies were found to be not in time:

1.4 Identification and acceptance of new members None.

1.5 Urgent Business (Acceptance of addtl. resolution into the agenda)? A possible deficiency about the timing of the invitation to the AGM was raised.

It was found that the invitation mail was send in time. BennyBauman seconded by ReinhardMutz, MarcOliverHofmann and WernerDworak claimed that the the invitation was too late, because the business agenda was not listed in the invitation mail directly but was only linked via a link to the wiki page of the AGM, where the busines items were listed.

The following motion was voted for: "I move to post-pone this AGM because the invitation has not been sent in time. (by Benny)"

The result was:

The meeting was closed by the president, because of the claim that the defect of the invitation lead to a cancellation of the meeting.

The voice of MarioLipinsky that the Association rules don't allow cancelling a meeting, or the question of others if the correct conclusion that business items were missing would have been, that the AGM had to take place without those items, which could be done in another GM, were not answered.

A discussion if the AGM should be re-setup as soon as possible or after at least 4 weeks (to allow new special resolutions) arose. It was found that it is the decision of board to set up the date.

Note:

In the ruling of a20151125.1 the Arbitrator decided: 

7. The AGM at 2015-11-22 was a continuation of the adjourned AGM at 2015-09-27.

The invitation for AGM 2015-09-27 was send in time and by this is valid. The AGM cannot declare something that was send in time, to be send too late. It only can accept some (minor) defects but it cannot declare something without defects to have defects.

8. The only possible interpretation about said motion is, that the AGM was adjourned, to be continued at a later date with a second invitation according to association rules 30. This adjournment did not allow to add further items to the agenda according to association rules 30 (1).

Only the items that were included in the agenda of 2015-09-27 could be performed at 2015-11-22.

Further note:

During the meeting the following questions were not checked, even as they were raised:

  1. Was everybody allowed to vote?
  2. Were the "missing" resolutions allowed to be handled by the AGM?
  3. If missing business items in the invitation lead to the invitation being invalid and the AGM not possible or if it would lead to an AGM where the affected business items may not be discussed?
  4. How can a mail that was in time be voted to be too late? (Even if it was incomplete)
  5. No answer were given why the link instead of a direct list was harmful and should lead to a re-set of the whole AGM, using a lot of resources.

A. Was checked afterwards. The treasurer confirmed that everybody who had voted were allowed to vote. The furter open questions mostly were covered by the ruling in a20151125.1.

Details and actual Minutes for the continued meeting at 2015-11-22

All times within the minutes are UTC. Times in any related material provided by the minutes taker will be in CEST.

Opened

2015-11-22 19:10:04 UTC by the (then) president

Closed

2015-11-22 22:46:15 UTC by the chair

Chair

Dirk Astrath

Minutes

Eva Stöwe

Present members

There was quorum.

In total 33 members were present, either in person (22) or via proxy (11). One member was first present via proxy and joined later in person (counted as proxy in last sentence).

AlexanderBahlo

AndreasTerpotiz

via MarcusMaengel

BenediktHeintel

BennyBaumann

BernhardFroehlich

BrianMcCullough

via IanGrigg, after 21:59:06 in person

DirkAstrath

EtienneRuedin

EvaStoewe

FabianKnopf

via MarcusMaengel

FelixDoerre

FrederickJeffery

via MartinGummi

GeroTreuner

GuillaumeRomagny

via EvaStoewe

IanAlastairRobertson

IanGrigg

JanDittberner

JürgenBruckner

via MartinGummi

LambertHofstra

joined late at 21:42:20

MarcHofmann

via MarcusMaengel

MarcusMaengel

MarioLipinski

MartinGummi

MichaelTaenzer

PeterYuill

PhilippDunkel

PiersLauder

via IanGrigg

ReinhardMutz

StefanThode

ThorstenFröse

via MartinGummi

TomášTrnka

via IanGrigg

WernerDworak

WytzeVanDerRaay

via IanGrigg

actual Minutes of meeting at 2015-11-22

0 Opening

0.1 Opening of the meeting, chair

The president welcomes the present members and opens the meeting at 19:10:04 UTC.

The president continues to chair the meeting (following to the statutes).

0.2 Presentation of agenda

The chair presents the agenda for the meeting to be at http://wiki.cacert.org/AGM/Next.

At the time of the minutes this page had been moved to: https://wiki.cacert.org/AGM/AGM20151122

0.3 Personal words from chair

The chair refers to the attempt to hold an meeting in September and states that "there was a chaos in this channel". He asks to try to avoid such a chaos this time.

1: Meeting Administration

1.1: Who is doing minutes?

Eva Stöwe volunteers to do the minutes, as she had done in September.

Ian Grigg states that the meeting is a continuation from last meeting so all matters should be still in place.

1.2: Identification of members with voting rights

The chair asks the treasurer (Michael Tänzer) and the secretary (Etienne Ruedin) to check the members for voting rights.

The treasurer states that he did this for all members in #vote channel at that time (they were voiced, there).

1.3: Identify proxy votes

The secretary gives a summary about the proxies for members who are not present in person:

1.4 Identification and Acceptance of new members

The secretary names Steven Li and Stanley Wai Lun Chen as candidates. He states that both were invited or seconded by members, sufficiently. Both are not present.

MichaelTaenzer moves "to accept Steven Li as a member of CAcert Inc. as soon as membership fee has been paid". This is seconded.

At 19:38:16 the vote agm20151122.1 "Accept Steven Li as a member of CAcert Inc. as soon as the membership fee has been paid" closes with:

The vote is carried.

IanAlastairRobertson moves "to accept Stanley Chen as and when the fee is pait". This is seconded.

At 19:40:45 the vote agm20151122.2 "Accept Stanley Wai Lun Chen as a member of CAcert Inc. as soon as the membership fee has been paid" closes with:

The vote is carried.

1.5: Urgent Business (Acceptance of addtl. resolution into the agenda)

No such business is mentioned within 5 minutes. The chair decides to move on.

2. Ratification of Minutes

2.1 Ratification of last AGMs minutes

Chair and secretary both post links to the minutes of AGM 2014-07-20.

IanAlastairRobertson moves "that the minutes of the last meeting be accepted". This is seconded multiple times.

The chair suggests to start the voting, as there are no questions or complaints. IanAlastairRobertson moves "that Eva's log of the abortive meeting be accepted". This is seconded by AlexanderBahlo.

At 19:57:29 the vote agm20151122.3 "Accept the minutes of the AGM held at the 2014-07-20 (https://wiki.cacert.org/AGM/AGM20140720#Minutes)" closes with:

The chair delares the motion to be carried.

The chair addresses "the request to accept the minutes of the abortive AGM in september"

IanGrigg objects, as he considers both meetings to be the same meeting "That meeting was not a separate meeting, just one that started up and was immediately deferred.". This is seconded by PhilippDunkel.

IanAlastairRobertson insists, that it is a new meeting as there was a new call.

WernerDworak adds that "Not at all. The last meeting was invalid and does not count in any way" and later adds "The invitation was not correct."

Multiple members disagree to this and state that even as the invitation would not have to be valid that it was valid and that the meeting was valid.

IanGrigg asks for the exact wording of decision at September meeting which was: "I move to post-pone this AGM because the invitation has not been sent in time. (by Benny)"

IanAlastairRobertson insists that whatever the nature of the September meeting, that it has to be documented properly. Which gets some agreement.

PhilippDunkel summarises the positions: "Either this is a continuation of the last meeting (in which case it doesn't get separate minutes) or it was invalidly notified and there was not a meeting (in which case no minutes will be given at all. In either case there are no minutes for the September fiasco to bee agreed upon"

WernerDworak disagrees, insisting that if at all there were two different meetings with two different minutes. Which is agreed by Stefan Thode and challenged by MarioLipinsky.

MichaelTaenzer moves "to incorporate the minutes from the last meeting as a subpart of this meetings minutes to be confirmed in one part at the next general meeting." This is seconded more than once

There is some further discussion if the September meeting was opened or not or could not be opened and was too late or not.

The chair is asked to call for a vote.

At 20:13 the vote agm20151122.4 "Incorporate the minutes from the last meeting as a subpart of this meetings minutes to be confirmed in one part at the next annual general meeting." closes with:

The motion failed.

Given that result IanAlastairRobertson moves "to accept Eva's log as a true record of the abortive meeting". This is seconded.

IanGrigg asks if the minutes were presented to the meeting. He is told that they were send over members list, but insists that they should be presented in the meeting.

PhilippDunkel proposes to move on and "treat the September event as if it had never happened". This is seconded.

At 20:17:37 the vote agm20151122.5 "Accept Eva's log as a true record of the abortive meeting" closes with:

The motion failed.

EvaStoewe asks what was incorrect with that record and is told that nothing was incorrect.

At 20:22:04 the vote agm20151122.6 "Treat the September event as if it had never happened" closes with:

The motion is carried.

Note: In the ruling of a20151125.1 the Arbitrator decided: 

11. Motion agm20151122.6 "Treat the September event as if it had never happened." is invalid.

No GM can effectively declare any partial or complete GM to never have happened. This is especially the case, if such a resolution was not included in the invitation and no reason is named in the resolution. If a GM could effectively decide something like this, any GM could negate anything done by any prior GM by declaring that prior partial or complete GM to be invalid, without warning. Such kind of decision is reserved to Arbitration or comparable authorities.

Further the Arbitrator of that case commented in the delibarations: 

agm20151122.4 describes one effect of the adjournment. The decision about the adjournment was reserved (and executed) for the meeting at which the adjournment took place (2015-09-27). It was not possible to deny the effect of the adjournment at the adjourned meeting.

Further the decision about the minutes of an AGM are reserved for the next AGM (which is not the adjourned meeting). While an AGM may give directions about what should be included, the final decision about the correctness is left to the next AGM.

agm20151122.5 would have been some guidance for the next AGM about the correctness of parts of the minutes.

As both motions were not carried they did not cause any effect. The requirement for documenting the AGM correctly is untouched. The following AGM continues to have the power to accept or decline the minutes.

3. Presentation of Annual reports

The chair states that the reports for all points will be presented and discussion on all items will be done combined, afterwards.

3.1 Presentation of Executive Report

The secretary presents links for board report and board diary:

3.2 Financial Report

The secretary presents following link:

3.3 Team reports

The secretary presents following link:

It is noted that a lot of reports are missing. The secretary states that 6 reports are present while 9 are missing and that he as secretary got no response when he asked for them.

The president/chair states that as far as he knows the financial report is a "must", all other reports "can". This is agreed by others.

The secretary is asked which reports are missing. He names: Affilate, arb, ATE, assurance, events, new roots, orga, software devel, support

3.4 Member reports

The secretary presents the following link, which has no content (as the secretary states):

Discussion of 3

IanAlastairRobertson moves "to accept financial report - this is the critical one at the moment". This is seconded multiple times.

BenediktHeintel states that a mistake was fixed after notice and seconds the motion.

At 20:33:07 the vote agm20151122.7 "Accept the financial report for fiscal year 2014/2015 (https://wiki.cacert.org/AGM/FinancialReport/2015)" closes with:

The motion is carried.

The chair thanks the treasurer for his excellent work. The treasurer thanks all for the trust put in him.

The chair states if there are no comments on reports that one should continue.

JanDittberner highlights: the last sentence of https://wiki.cacert.org/AGM/TeamReports/2015#Infrastructure "The team would need more people with enough time to maintain all systems in a professional way." from my point of view we are lucky that nothing bad has happened yet. I have no good idea how to fix the situation though.

IanAlastairRobertson: A similar note could be made about most of the teams - there aren't enough people to do many of the jobs

MichaelTaenzer answers to chair: "board report is required by the rules but not specifically stated that it has to be confirmed, it only has to be received as far as i can see"

IanAlastairRobertson moves "to receive the reports that are present". This is seconded twice. The vote is started.

During the vote multiple members declare that they do not understand the vote or motion.

At 20:39:53 the vote agm20151122.8 "Receive the reports that are present" closes with:

The motion is carried.

EvaStoewe suggests to re-vote if too many did not understand the vote, especially as abstain "won".

IanAlastairRobertson explains the motion: "Receiving the reports acknowleges that they were presented, but makes no other comment about them" and "Receiving here means that they were presented to the meeting and that they have been "seen""

BenediktHeintel asks FelixDoerre if he would take over the VoteBot from MichaelTaenzer. - This is not answers contrary to this, the votebot is maintained by the secretary EtienneRuedin, afterwards.

4. Special Resolutions

The chair states that there were none and continues with next item.

5. Ordinary Resolutions

5.1 Board reports about the current situation of support and arbitration up to the actual date, by Marc Hofmann

The chair asks the secretary to provide "a link to this resolution so it's clear how to vote for it"

The secretary presents following link:

PhilippDunkel complains: "That link requires certificate logins which I cannot do right now. Please provide an actual msg quote Or a public link" - this is confirmed by others who also cannot access that link.

IanGrigg asks for a discussion. He states to be mystified by the resolution and asks "What does it mean that we ask the Board to report? What does the DRO say about this? and Support T/L?"

Some members of arbitration team state that they could provide personal reports about issues in arbitration but that this would be personal views.

EvaStoewe states she "can give reports about what happened as the acting arbitrator" IanAlastairRobertson asks Eva: "is this the Froscon incident?" EvaStowe confirms: "yes and situation of support"

IanGrigg states that "well - no, we’re not asking for those reports from anyone right now. What we’re asking for is … what’s the meaning of the resolution? How can it be an “incident” … it says Support and Arb, it doesn’t mention any incident. well no - if the board were to report on a specific incident, that would be a misinterpretation of the resoltuion."

PhilippDunkel summarises: "There is a resolution with the title "Board reports about the current situation of support and arbitration up to the actual date, by Marc Hofmann" - no-one knows what that resolution is asking for, what that means or anything. So unless someone (preferably Marc) can actually explain what we are being asked to decide..."

IanGrigg asks: "What is “the actual date” ?" - The secretary explains: "Today or the 6th of November when the mail was sent" - Some members explain that "actual" probably should mean "current", which Ian then files under common mistranslation.

Members ask for direction by the chair.

PhilippDunkel moves: "Since Marc Hofmann, wanted a resolution, but has not found it worth attending, I would move to ignore this resolution as it has no content" This is seconded multiple times.

There are further questions what the resolution is asking for, "A report by the board? To whom, when, of what exactly?" Others state that it appears more to be a request for information than a resolution. Others try to do further guesses what is asked to be reported about and how that could be done.

A vote is started.

BenediktHeintel complaints that the motion has no good title as it does not state which resolution has no content.

At 21:05:34 the vote agm20151122.9 "to move to ignore this resolution as it has no content." closes with:

The chair states for the minutes: please note, that this vote was done for 5.1

The motion is corrected in the minutes to: "To move to ignore the resolution for 5.1 as it has no content". It is carried.

Based on a request from IanGrigg to the chair, it is noted that an empty resolution has been posted, the member who has posted it was present either in person or in proxy, and has declined to respond to questioning. This situation is most irregular.

Note: In the ruling of a20151125.1 the Arbitrator decided: 

10. Even this very broad interpretation cannot be extended to items that were added after 2015-09-27. The business requested by Marc-Oliver Hofmann was not allowed to be performed at 2015-11-22.

and: 

13. The motion agm20151122.9 "To move to ignore the resolution for 5.1 as it has no content" was allowed as it was not a material decision on the matter. The AGM is able to reject items for emptiness or comparable reasons, even if the item is invalid also for other reasons. Such a motion is not binding on Arbitration.

The Arbitrator did not evaluate if the requested resolution actually was empty.

5.2 Sub committee for transition, by Benedikt Heintel

Benedikt Heintel is asked to explain the logic of the requested resolution.

BenediktHeintel states: "just a remark to make the purpose clear: A subcommittee should be build for the transition of the assets from CAcert Inc. to the yet to found organisation"

Multiple members states that board can create subcommittees on their own. But that board does not have the authority to move all the assets, nor does the association. So that this would not work. One relevant authority would be Policy Group.

EvaStoewe asks Benedikt: why a subcommittee and how he thinks that this subcommittee "could get rights from Inc that PolG has". BenediktHeintel answers: "the subcommittee should outlast the board if the transition needs more time than the FY is long"

DirkAstrath asks: "one question about "subcommittee" ... there was a motion/agreement/... that arbitrators should not be/are not allowed to be part of the committee ... is this the case for this subcommittee, too?"

EvaStoewe asks: "why do you want to have no community member in?"

IanGrigg comments: "also it’s such a big move that we shouldn’t bury it in a subcommittee - it should be *prepared* by the subcommittee, and then when ready, instruments of transfer should be prepared and then presented to the bodies for voting."

PhilippDunkel asks: "So you want the AGM to appoint a committee to do this in concert with PolicyGroup knowing it will take longer than one board term?"

BenediktHeintel explains: "it is just a guarantee for CAcert inc. members to not have a board rolling the thing back or not acting"

Members voice even more, comparable questions after this explanation. IanGrigg comments that "that can’t happen - that would be almost illegal" - "CAcert Inc has to be in control of its assets - it has to do the responsible thing."

EvaStoewe is concerned that this could "outright any other GM" (and would not allow community members to participate).

BenediktHeintel explains: "why would I? any AGM/SGM can take this decision back" - "it is just a order to the committee to follow the Member's wish" - "there is no change on it. Just the persistence of the task"

Members repeat their concerns that relevant people who were able to participate so far, (community members and by this relevant voices within Policy Group and arbitrators) would be excluded.

PhilippDunkel tries to summarise Benedikts ideas: "So basically the resolution could be worded as "This AGM confirms that the general intent of CAcert Inc to transfer all assets to a European entity is in tact and that such proposals should be made to the competent bodies"" and asks Benedikt to confirm or deny.

BenediktHeintel explains the task for the subcommittee: "transfer the assets. Who owns the assets?" - "actually, assets are material (money, servers, ...) and immaterial (licenses, contracts)." - "the community has nothing to do with this and cannot decide anything on what should happen with this assets - and I am glad, they are not"

Some members state that the servers are owned by secure-u which BenediktHeintel names to be "nit-picking" others disagree as this would require an involvement of secure-u.

IanAlastairRobertson comments: "Personal data on the servers belongs to each community member"

IanGrigg states: "the contracts can’t be transferred by CAcert Inc." - "For that to happen, not only Policy Group but also the Arbtirator would have to be involved." - "And I’m not entirely sure if even that would work."

BenediktHeintel asks for explanation "I don't get your problem: let's asume, the PolG says yes to what ever. Who prepared and who will execute this ? PolG ?"

IanGrigg explains: "Well, only the Arbitrator in a duly empannelled case can terminate the CCA. This probably also applies to any transfer. CAcert Inc can’t just transfer the CCAs to say the NSA."

EvaStoewe asks: "why should we assume this if you explicitly exclude them form the discussion?" - "when I remember the proposals that were done so far I have reason to doubt that PolG would accept everything, if I take into account the last discussion about a move at PolG" - BenediktHeintel answers: "they can discuss, if they want. In the end the members of CAcert Inc. own the assets"

PhilippDunkel summarises necessary steps for the move:

  1. Set up a new entity
  2. Get Policy Group to adjust CCA, et. al to the new Entity
  3. Get Arbitration to terminate CAcert Inc
  4. Get consent from Community to be bound to new Entity
  5. Dissolve CAcert Inc.

This is accepted by BenediktHeintel. IanGrigg mentions further details as changes in CPS.

PhilippDunkel continues:

IanGrigg adds: "Step 5 also needs approval from Dept. of Fair Trade in NSW."

EtienneRuedin "Why transfer anything? Can CAcert Inc. not move to another country? How are the laws in NSW? In Switzerland this could be." - EvaStoewe says that this is not possible. IanGrigg explains further: "no, it’s practically impossible to move one of these things. The practical way is to start a new one, then move members across one by one."

IanAlastairRobertson states: "Arbitrtation could probably transfer the existing community across en-masse with an option to resign - per CCA changes" - IanGrigg, PhilippDunkel aggree to the "probably" - if everything else is done properly and that it requires a mass-mail

BenediktHeintel asks: "please read my proposal before you further discuss about it: https://wiki.cacert.org/AGM/2015/Transition"

EvaStoewe states: "it was contradicting itself" - "I could agree to your elaborations but not to your resolution" - "the elaboration is about a group of people who prepare something the resolution is aobut a sub-comity (part of board!) DOING something" - "not as a subcommittee" - "a team yes but please allow community members as well"

PhilippDunkel states: "I did read that page, except it just says transfer the necessary powers to a subcommittee" - "But considering that CAcert Inc only has the powers to even participate in 2/5 of the process, that's sort of meaningless"

IanGrigg states: "I agree that the subcommittee would be a good idea. But to delegate powers to it would be … (searching for polite word here…) To delegate powers to conduct a move would be unsustainable?"

BenediktHeintel summarises: "in short: board transfers part of its part to a sub-committe wit the power to act on their behalf" - "that has nothing to do with the community doing anything"

PhilippDunkel states: "The real question I have is: I want this move to happen. What is it this AGM needs to actually decide to get this done."

The members follow that idea/question. There is agreement, that some working group on this topic would be appreciated, but they don't see how a decision of the AGM would help or why it would have to be a subcommittee and could not be organised by board (who could also install such a subcommittee on their own).

WernerDworak states: "If you look closer, CAcert Inc is the only existing legal entity. It is incorporated. The Community and all other instanes have vo rights of their own but only rights they were bestowed from CAcert Inc" - BenediktHeintel agrees to this. PhilippDunkel answers to Werner: "that's simply wrong." - WernerDworak asks PhilippDunkel to explain

Meanwhile members agree that a transition team that works transparently, would be good, which should work together with the necessary authorities. The discussion focus on the question why active arbitrators and community should be excluded from that group (which would be a result of following the subcommittee idea)

BenediktHeintel states: "there is no need in community involvement. Or does the community do board work?"

EvaStoewe repeats her question: "but why do we need that restriction if we can allow everybody?" - "why exclude them? we are an open community" - IanGrigg states: "There is every need for Community involvement. Firstly the Policy group is a community organ. Secondly, the CCAs are with the community." - BenediktHeintel asks Eva: "EvaStoewe, does the community do board's work? - does Arbitration do board's work?" EvaStoewe states: "it would be good if the setup would be acceptable by PolG" - "else we just lose a lot of time and work"

BennyBaumann moves "to ask the next board to decide on Benedikts proposal." This is seconded by ReinhardMutz.

Some members try to summarise the discussion. Some summaries are seconded. They mostly agree with each other.

BenediktHeintel states that all mean the same: "Board appoints at least one person acting on their behalf, leading a team of any origine (PolG, Inc Member, community)"

Members agree but point out that Benedikts original resolution asked for something differently.

At same time PhilippDunkel proposes: "This AGM asks the next board to facilitate and support a working-group established to transfer CAcert to another country". Members agree with this proposal. PhilippDunkel asks BenediktHeintel if he agrees as well.

IanGrigg states: "well - I agree with the proposal. But the resolution has been duly presented so it has to be voted upon, I suspect."

IanAlastairRobertson and PhilippDunkel state that they try to amend the original proposal, as it was not working to something that is acceptable. They asks BenediktHeintel to agree on this approach.

BenediktHeintel repeats: "My Resolution only ask for a team acting on behalf of board. Not more not less" - "'Create a sub-committee staff it and delegate the needed power to it, to prepare and conduct the transition of assets and information from CAcert Inc. to an association yet to be founded.'" - Multiple members disagree and repeat that Benedikts resolution asks for more. They again explain, that they don't have issues with the idea but that the issues are with the wording of the resolution and try to adjust it.

Between a lot of repetition of earlier arguments IanGrigg brings up a new one: "the problem is that if the subcommittee were to transfer all the money to Nigeria, then they would have performed as the resolution states." - "Now, if the Board were to delegate the power to transfer the assets to Nigeria, the board would all be negligent before the law in Australia. Not sure what they would do if the Inc’s members voted to do that though."

BenediktHeintel proposes a solution: "I withdraw the resolution for now. If board does not act within the next 8 weeks, we will call a SGM on this" - this is seconded by multiple members

IanGrigg has concerns: "I don’t think you can just withdraw it like that… can you?" - "we’ve been through a lot - the resolution has to be voted up or down." - "and you have the ability to propose a new one any time, including in an SGM." - "But - just propose it to board and leave the “conduct” part out?"

PhilippDunkel suggests: "Since you cannot just withdraw, I suggest we put it to a vote and all abstain" - "Alternatively we could use my praphrase" - which he repeats and is seconded, again

ReinhardMutz withdraws his earlier seconding for Bennys proposal.

BenediktHeintel states: "If I cannot withdraw it, I can only propose to vote with "nay""

EvaStoewe asks if BenediktHeintels proposal was ever seconded [as a requirement for the vote]

At 21:42:20 LambertHofstra joins the meeting.

Members ask BenediktHeintel again if he could support PhilippDunkels paraphrase. - BenediktHeintel answers: "no, I don't. It is not the same. I don't care about if boardappoint someone or does it themselves"

IanGrigg asks the chair to rule if the resolution could be withdrawn.

There is further repetition of need for move, which members agree were discussed in comparable manner at earlier AGMs. There is agreement on that need.

IanGrigg suggests to put the resolution to the vote.

The chair states: "can we now come to an end in this case?" - "which means: either withdraw or reword the resolution (according to our rules)?"

BenediktHeintel agrees to put a vote.

IanGrigg advises people "to vote it down as it will place the association in a difficult position."

At 21:50:19 the vote agm20151122.10 "to create a sub committee, staff it and delegate the needed power to it, to prepare and conduct the transition of assets and information from CAcert Inc." closes with:

The motion was not carried.

On request of IanAlastairRobertson it is noted that this is only about the specific proposal rather than the idea of transfer.

Note: In the ruling of a20151125.1 the Arbitrator decided: 

14. The motion agm20151122.10 "to create a sub committee, staff it and delegate the needed power to it, to prepare and conduct the transition of assets and information from CAcert Inc." is invalid both for formal reasons based on the change of the wording and because it was asking for much more than an ordinary resolution would be able to do. This was correctly seen and voiced in the discussion at the GM. Those arguments are followed.

The motion and vote are declared null and void. This specific resolution may not be repeated by the GM.

5.3, 5.4

Chair declares that items 5.3 and 5.4 were withdrawn by applicant before the AGM and continues with next three items.

5.5, 5.6, 5.7 - Public Relation Officer, Event Officer, Software Team Lead, all by Stefan Thode

The chair decides to combine the discussion for all three items while the voting will be separately.

StefanThode states: "I am convinced that the occupation of these items is important"

Multiple questions are asked by members: "So you think we need a PRO, EO and STL and want the AGM to appoint them?" - "why those and not other open TL posts?" - "and if you think them to be importnat why do you give board only 2 weeks?" - "where board has to setup themselves?"

StefanThode explains: "Because there are already concrete proposals"

IanAlastairRobertson and EvaStoewe state that "It's the role of Board to appoint these positions" - "at least for software TL this is defined in the SP"

PhilippDunkel summarises: "then the next board could just appoint. Right?" which is seconded by StefanThode.

EvaStoewe adds: "and one of [the proposals] was refused by the current board" - "maybe the current board had some reasons to do so and the next board would have to check those reasons, your time frame is quite short to do those checks"

BennyBaumann states: "Then the old board should have documented them publicly, maybe?" - EvaStoewe answers: "they probably did not because of privacy issues?"

IanGrigg asks: "There are no concrete proposals in the motion?" - EvaStoewe explains: "no but they were on the members list"

BrianMcCullogh joins the meeting at 21:59:06. Until then he was represented by IanGrigg as his proxy. He takes over to vote for himself, now.

PhilippDunkel summarises again: "He was seconding my proposal that we ask the next board to appoint these roles (with whomever they see fit)" - this is seconded, again - Members state that this is already the job of board. PhilippDunkel summarises some more: "So it's basically "This AGM instructs the next board to actually do it's job" :)"

EvaStoewe answers StefanThodes comment that "old board did not do this" and WernerDworaks question "Why the didn't the board do its job?" with "the old board tried to do it for software but the motion did not pass"

The president explains: "... there are/may be reasons not to name the proposed candidate(s) ... i can list it up within the next days to make it public (at least from my point of view) ... but up to now I didn't do it due to privacy issues ..." - StefanThode asks: "why did these points did not get solved up to now?" - the president answers: "were there any more volunteers presented by the team instead of presented by "anyone" ?"

IanGrigg is concerned: "If we’re asking the Association to instruct the Board to vote on a new officer, it is quite an odd thing. It’s like saying “do your job.” But that gets into micromanagement." and asks "what is the question at hand? Are we looking at the resolution, or is there something else we are trying to find out?"

PhilippDunkel proposes: "How about we give the next board the benefit of the doubt and let them get on with the job. If they can't get it done, we can always call an SGM"

StefanThode states: "order the new board to hire personal for this jobs" he later changes "hire" to "appoint"

DirkAstrath questions the "2 weeks", StefanThode states "4 weeks should be realistic"

The chair asks StefanThode to propose a wording for the vote.

IanGrigg states: "the wording is there on the agenda, right? We can’t *change* the wording otherwise the 2 and 3 weeks thing is a mockery" [referring to the association rules about invitation to AGMs]

The chair decides to start the voting.

IanGrigg asks: "I just don’t know what it means if it passes. Nobody’s named. The board gets to do it anyway.

At 22:11:24 the vote agm20151122.11 "that the new board needs to fill the vacant team leader positions within 4 weeks after the election: a new Public Relation Officer" closes with:

The motion failed.

It is discovered that BrianMcCulloughs vote was not counted as it was done too late. It would have been a "naye". This vote would not have changed the result.

At 22:15:30 the vote agm20151122.12 "that the new board needs to fill the vacant team leader positions within 4 weeks after the election: a new Event Officer" closes with:

The motion failed.

At 22:17:55 the vote agm20151122.13 "that the new board needs to fill the vacant team leader positions within 4 weeks after the election: a new Software Team Lead" closes with:

The motion is carried.

During the discussion of 6, the following is discussed which is related to the last vote:

IanGrigg addresses the Chair: "I would like to advise an irregularity. According to my notice of agenda, the resolution that was last voted was not the one advised in the agenda. Nor on the wiki. Maybe I missed it - but if the resolution has been changed without due advice, then it is invalid. This is what I have from the ‘Business’: “-Software Team Lead, by Stefan Thode” and this is on the wiki: “I request to vote a new Software Team Lead”"

EvaStoewe asks which invitation mail he refers to, as this would be the counting version.

IanGrigg answers: "Yes, the invitation or “Notification of Business for Annual General Meeting November, 22th 2015 (GMT)”" - He asks the secretary to confirm if this is the appropriate email. -

This is shortly afterwards confirmed by the secretary. The secretary states further: "The topic was "-Software Team Lead, by Stefan Thode" - The text voted was the text asked by Stefan in the mail that was linked in the wiki, while in the wiki is only a shortened version."

IanGrigg asks the Chair: "I’d like the minutes to show that I have raised a complaint against the Resolution, and if unanswered, I consider it to be invalid. Therefore the new board may decide to hold itself unbound by that resolution."

It is noted that Ian Grigg considers the vote to be invalid.

IanGrigg states: "I remember asking for actual resolutions on the mailing list… and was told, no we can discuss that later or somesuch. Well, no, we need actual real resolutions. That is the point of the 2 weeks notice."

PhilippDunkel asks: "Was the full text ever communicated by E-Mail to the members list or linked from the invitation E-Mail" and states: "If not then it was not properly notified"

IanAlastairRobertson suggests: "Discussion was held and the motion was put - motions can be amended; there is no absolute reason that it should be as on the agenda" - IanGrigg responses with the question: "where in the above discussion is the text of the resolution? Even if it could be changed, there has to be an agreement to change it."

PhilippDunkel states: "the fact that Stefan has asked for something in a Mail to Secretary is insufficient"

EvaStoewe remindes about result of earlier votes: "links do not count only mail itself count, as we learned via the 3rd vote we did today"

IanGrigg states: "I don’t see how we can accept the resolution - because the previous (attempt at a) meeting was stopped because of failed notification."

The secretary states that the mail was send to cacert-members.

IanGrigg answers the secretary: "but there is some new text that appears in the vote bot’s channel that was a surprise. That’s what cannot stand."

IanGrigg settles the issue with: "Well, my complaint is aired - I’ve asked the minutes to show, and the board is at liberty to continue as they should"

It is confirmed that the issue will be noted in the minutes.

Note: In the ruling of a20151125.1 the Arbitrator decided: 

15. The motions agm20151122.11, agm20151122.12, agm20151122.13 "that the new board needs to fill the vacant team leader positions within 4 weeks after the election: a new Public Relation Officer" (respective "Event Officer" or "Software Team Lead") are invalid for the following, combined reasons:

a) There were a multitude of material different wordings named prior to the meeting at different relevant places but none of them matched the later voted wording on a material level. By this it was not possible to declare an early vote in a sensible manner for those motions.

b) Those resolutions were either empty or overstepping the rights of the AGM or abusive.

They are declared null and void. They are not allowed to be repeated like this. Some alternatives are named in the deliberation.

5.8, 5.9

Chair declares that items 5.8 and 5.9 were withdrawn by applicant before the AGM and continues with next item.

6: Committee Elections

The secretary presents the candidates that he believes to fulfil the requirements: "Ben Ball Robert Cruikshank Peter Yuill Felix Dörre Marcus Mängel Jürgen Bruckner Stefan Thode Reinhard Mutz Ian Grigg Tomáš Trnka" He states that the first three are residents in Australia.

IanGrigg corrects that he has not accepted the nomination and later confirms that he declines the nomination.

PhilippDunkel states: "Since only 6 people have accepted nominations, we have no vote to do since 16.2 states" - "If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting." - " and 16.4 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected."

This is generally accepted.

Some members are concerned that a third Australian member would be required, but others state that board can deal with as prior boards have already dealt with, for example by someone resigning and then adding two Australians when they were found.

The chair declares that the end of the AGM is reached after around 3 1/2 hours and thanks the members for attending the meeting.

EvaStoewe thanks the chair for chairing the meeting.

Some members thank old and/or new board.

BenediktHeintel states: "Congratulations for the new board. We will measure you on your agenda send out a week ago!"

The chair closes the meeting at 22:46:15.

Rules for voting:

AGM/AGM2015-09-27 (last edited 2016-12-18 14:54:30 by EvaStöwe)