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Next Annual General Meeting 2017-2018

Annual General Meeting 2018, Fri, 19. October 2018, 20:00:00 UTC = Fri 22:00 Central Europe* = Fri 16:00 NY* = Sat 07:00 Sydney*.....

20:00 GMT / 20:00 UTC / 22:00 CEST (Berlin/Zurich) / 16:00 EDT (New York) / Sat 20.11.2018 07:00 AEDT (Sydney)

see time in your country or your region see motion for time and date

This is the discussion page for the next AGM on 19th October 2018. This page is used to refer to discussions happening around the proposed business.

• Contents

  1. 1. Next Annual General Meeting 2017-2018
  2. Annual General Meeting 2018, Fri, 19. October 2018, 20:00:00 UTC = Fri 22:00 Central Europe* = Fri 16:00 NY* = Sat 07:00 Sydney*.....
     1. 20:00 GMT / 20:00 UTC / 22:00 CEST (Berlin/Zurich) / 16:00 EDT (New York) / Sat 20.11.2018 07:00 AEDT (Sydney)
     2. Report Works-in-Progress
     3. Agenda
        1. What is the future of CACert and does it have one?
        2. Special Resolutions -- Rule Changes
        3. Ordinary Resolutions
        4. Nominations for Member of the Committee
     4. Identify proxy votes
     5. Administration
     6. Minutes_of_AGM_2018-10-19
        1. Premeeting
        2. Reports
        3. Future
        4. Resolutions
        5. Elections

• See last AGM preparation page for some examples.

Report Works-in-Progress

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

• AGM/TeamReports/2018 (look here for examples)

• AGM/MembersReports/2018 (look here for examples)

• AGM/BoardReport/2018 is the Board's description of the year

  • AGM/Diary/2018 is the list of major events

• AGM/FinancialReport/2018 is the financial summary required (not started)

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 additional resolution into the agenda)?
2. Ratification of Minutes

   1. Annual General Meeting 2017-12-16 AGM/AGM20171216#Minutes_of_AGM_2017-12-16

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. General Discussion about CAcert's future
5. Special Resolutions
6. Ordinary Resolutions
7. Committee Elections

What is the future of CACert and does it have one?

Some members believe that the time of CAcert is over. CAcert Inc's Board has been trying for quite some time to help CAcert to survive, but the lack of funds and enthusiasm from both Inc members and the community prompts to ask whether the members at large feel that CAcert's time has passed or not. We are asking for a discussion at the AGM to give the Board (Committee) guidance about CAcert's future. Should the board, together with the members and the community, continue with renewed vigour or prepare for dissolution? If that discussion is overwhelmingly negative, then an SGM can be called for early in 2019. (by the committee)

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 received by the Secretary:

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

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 received by the Secretary:

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.

The following nominations have been received by the Secretary:

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.

Identify proxy votes

Or what to do if you cannot be present at a General Meeting

The proxies for the meeting are:

• Member holding proxy	Members entitled to vote, not present	e-Mail date/time
  1. Brian McCullough 2. Etienne Ruedin	Dirk Astrath (in the case of my absense)	Fri, 12 Oct 2018 23:01:52 +0000
  1. Dirk Astrath 2. Etienne Ruedin	Lambert Hofstra (in the case of my absense)	Thu, 18 Oct 2018 20:10:47 +0200 (18:10:47 UTC)
  1. Karl-Heinz Gödderz 2. Jan Dittberner	Etienne Ruedin (in the case of my absense)	Thu, 18 Oct 2018 19:15:31 +0000

Administration

• Action	Fix Date	When done?	Remarks (Statutes §)
  start the ball rolling	?	2018-07-26	all within 6 months by end of Financial Year (24.2)
  call for Team reports	2018-08-20	2018-08-17 (list, by sec.) 2017-00-00 (mail, by treas.)	all within 6 months by end of Financial Year (24.2)
  start with Finance report	2018-08-26		all within 6 months by end of Financial Year (24.2)
  start with Board report	2018-08-26	2018-10-15	all within 6 months by end of Financial Year (24.2)
  Prepare and compile the Annual Report	2018-09-21	(started in September by president)	4 weeks before the date fixed AGM
  check the register of members	2018-09-28	2018-09-28	3 weeks before the date fixed AGM
  call for payments, to bring all members up to full standing	2018-09-28		3 weeks before the date fixed AGM
  anticipated date: July 2014			~1 months before the date fixed AGM
  prepare a call, send the Annual Report to members	2018-10-04		2 or 4 weeks before the date fixed AGM probably with the notice to the members (25(2)a-c)
  announce date, for notification	2018-09-28 {g}	2018-09-28	3 (2) weeks before the date fixed AGM (27.1, 27.2)
  announce date, for special resolutions	2018-09-28 {g}	2018-09-28	3 weeeks before the date fixed AGM (27.2)
  announce date, for resolutions	2018-10-05 {0}	2018-09-28	2 weeks before the date fixed AGM (27.1)
  announce date for nominations	2018-10-12	2018-10-09	7 days before the date fixed AGM (16.1(b))
  early ballots	2018-10-05 {0} until 2018-10-05 20:00 UTC is in your timezone		14 days before the date fixed AGM until 1 hour before the AGM starts (16.7)
  proxys deadline	until 2018-10-18 20:00 UTC is in your timezone	{g}	24 hours before the date/time fixed AGM (34.1)

• Notifications to be sent under Inc rules 41(c)

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?
• announce date, for resolutions and nominations
• send out call

Minutes_of_AGM_2018-10-19

At 22:00, the president opens the annual general meeting of CAcert Inc. 2019.

Premeeting

None ist volunteering to writing the minutes. The president wanted to come back to this point later, but he did not. The secretary states, that all members present at the meeting have voting rights. There are neither no new members to accept, nor urgent business.

The minutes of the annual general meeting of 16.12.2017 are accepted by the assembly.

Reports

The different reports are presented. As the treasurer is strugeling with the ERP, there is no finance report, but the treasurer presents the key numbers as follows:

Westpac Savings Account is 2449,34 AUD Westpac transaction is 652,69 AUD Paypal AUD is 1237,16 AUD Paypal in USD is -169,99 AUD Paypal in EUR is 1070,68 AUD Total on June 30th 2018 3098,53 AUD (all amounts are converted into AUD for reporting)

In financial year 2017/2018 the communication was bad. You may blame the treasurer or the secretary or even you as volunteer... So, not alle membership fees were paid and only a few donations, total 378.39 AUD at paypal. Secretary and treasurer will ask for the missing money until the end of this year: They will compare their lists and send the members a statement of account in 2018. In this way, the outstanding contributions can be paid. KarlHeinz asks if all bills are payed. Some donations went directly to secure-U, but the representants of secure-U present at the meeting cannot give some details tonight. The treasurer expect to present a final report within a month.

Future

Brian: There have been some proposals, suggesting that CAcert is no longer needed or wanted in the world. Is that an education issue, or is it no longer wanted? Do people understand the worth of WOT, and not care, or .... ? With "free" certificates like Letsencrypt, is there any point? Do people actually want Identification and Authentication? We remember when Thawte provided various levels of client certificates, which seemed somewhat popular, but that is long gone. So, perhaps one thing that could be done would be an intensive PR Education programme, "selling" the concept of proper identification.

Karl-Heinz: Even if CAcert is wanted, can we deliver a proper service? A WoT like CAcert should be wanted by the world.

Dirk: Watching the latest issues in PGP-WoT, it seems, that no WoT is wanted in the world.

Christophe: The problem with PGP-WoT is complexity and lack of integration with most used mail services.

Gero: I don't see that a WoT is not wanted. But I see that current WoT are far from being convenient, so hardly accepted in daily use even by technically skilled people. The good thing with letsencrypt is that it can be automated. Sure, no WoT. To summarize it: I don't think that WoT are obsolete, but some more way to go. Honestly I feel that we should stop pretending to provide a service according to current standards. The problems in the areas IT, software, audit, ... are so huge that we should conserver our WoT database, but otherwise stop following our rules until we have rebuilt our core of operations. And then "reboot" (probably with real new roots).

Bernhard: CAcert has still an (almost) unique selling point with client certificates. Sadly those seem considerably less "sexy" than server certificates.

Peter M: Our local newspaper had an article about dating apps and the problem of identifying people. Perhaps that is one market for verified identification.

Frederic G: Our group in Paris has conducted a balanced analysis. Be welcome to read here: https://ycc.fr/EwpSF

KarlHeinz: Sorry to disrupt your euphoria, but look at the report of critical team https://wiki.cacert.org/AGM/TeamReports/2018#Critical and also https://wiki.cacert.org/AGM/TeamReports/2018#SoftwareDevelopment We are lack of staff. We got a problem with diacritics/umlauts and needed arbitration; but arbitration didn't react, so we can do nothing. So even we get enough money and interest of the world, we are bound to our policies and they block us, as there is not enough manpower.

Brian: Unfortunately, as I understand, volunteers are unable to help, because of Policy requirements for anyone working in those teams.

Bernhard: Corrently we are severely deadloced. Arbitration is dysfunctional, software development is almost so. Part of it we did ourselves by setting high requirements when there were lots of people. I don't see an easy way out of this. So, it looks like I'm with Gero.

Jan: Do we have a clear picture about who is still working in the teams at all? I can only speak for the infrastructure team and see that there are 2 people (Dirk and me) keeping the systems running. I agree with the observations of GeroTreuner and the things written by the critical team.

Philipp: I believe that there will be a market for a community run CA, but that market isn't visible yet. Another market idea I see is Secure Boot and Trusted Computing, a community CA might be able to make it trustworthy.

Brian: Just as an almost side-question, would you be able to use volunteers to update the PHP code to a more modern state, or do other problems prevent that? Bernhard: If there would be coders, Dirk and myself could do the review, so in principle we should be able to to development according to policies. KarlHeinz: Brian, the code is changed at github https://github.com/CAcertOrg/cacert-devel but has to be tested (all features Jan: We would need to find good PHP programmers that would be willing to study the code base and port it to current standards. AFAIK we have no automated tests that would verify that no existing functionality is broken. Brian, Peter M, Karl-Heinz offered their help some time ago. An ad hoc software meeting will be held on 26th at 20:00 UTC, Christophe wants to help too.

If the discussion now shows, that CAcert should continue in one way, the new committee should read the paper of the Paris group with all the details and look at the thinking that was made in policy-group about a cabinet and the move of cacert.

The Policy Group should adapt the policies that the new policies would fit for all future constructions.

Etienne: The outgoing committee has initiated various measures to get the finances under control. In addition, it intends to bring CAcert to Europe in 2019 (preparations are underway to do it with no need to change policies). This means that there will be an SGM in the first half of 2019 anyway. Then it could be decided:

• relocate and continue
• or wind up.

By then it should have become apparent whether we have got the finances under control. And the discussion can be broader in the community than just us here.

The president think that we have agreed that we would like to see CAcert continue in some manner, and that more discussion on this topic would be worthwhile. It is suggested, that Frederic D starts the discussion on policy group. That is a good place for it.

Resolutions

There were no Special Resolutions received by the Secretary within the time limit specified by Policy. There were no Ordinary Resolutions received by the Secretary within the time limit specified by Policy.

Elections

There have been eight nominations to the Board ( Committee ) received by the Secretary within the proper time. The statutes allow us 7 people for the committee (board). As there are more nominations as 7, no more from the flore are allowed.

There were some questions about the candidates. After that werre elected: Brian McCullough, Etienne Ruedin, Frédéric Dumas, Frédéric Grither, Peter Moulding, Peter Nunn, Ross Krumbholz (in alphabetic order).

It has been tough for the past two or three years. The assembly thansk Peter Yuill for all the work he did in the committee in the past years. The president closes the meeting at 01:22.

(written on 25.10.2019 following the logfile by ER, as there was no minute keeper)

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