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Annual General Meeting 2018-2019

Annual General Meeting 2019, Saturday, 30. November 2019, 20:00:00 UTC = Sat 21:00 Central Europe* = Sat 15:00 NY* = Sat 07:00 Sydney

20:00 GMT / 20:00 UTC / 21:00 CET (Berlin/Zurich) / 15:00 EDT (New York) / Sun 1.12.2019 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 30th Nov. 2019. This page is used to refer to discussions happening around the proposed business.

• Contents

  1. 1. Annual General Meeting 2018-2019
  2. Annual General Meeting 2019, Saturday, 30. November 2019, 20:00:00 UTC = Sat 21:00 Central Europe* = Sat 15:00 NY* = Sat 07:00 Sydney
     1. 20:00 GMT / 20:00 UTC / 21:00 CET (Berlin/Zurich) / 15:00 EDT (New York) / Sun 1.12.2019 07:00 AEDT (Sydney)
     2. Report Works-in-Progress
     3. Agenda
        1. Special Resolutions -- Rule Changes
        2. Ordinary Resolutions
        3. Nominations for Member of the Committee
     4. Identify proxy votes
     5. Minutes
        1. Attendees
        2. Start
        3. AGM 2018 minutes
        4. Reports
        5. Future
        6. Resolutions
        7. Elections
        8. End
     6. Administration

• 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/2019 (look here for examples)

• AGM/MembersReports/2019 (look here for examples)

• Board Report 2019 (pdf) is the Board's description of the year

  • AGM/Diary/2019 is the list of major events

• Financial Report 2018-2019 (PDF) is the financial summary required

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 2018-10-19 AGM/AGM20181019#Minutes_of_AGM_2018-10-19

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

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

Minutes

Before the president started the AGM, Etienne recorded the attending members that paid membership fee and thus were allowed to vote. Jan operated the voting system (channel #vote).

Attendees

Eleven members were allowed to vote.

Voting members: Bernd J., Bernhard F., Brian M., Dirk A., Etienne R., Frederic D., Gero T., Jan D., Sascha T.
Absent voting members by proxy: Alexander B. (proxy by Dirk A.)
Silent voting members: Lambert H.
Guests: enyc, GuKKDevel, nb, Starlight, ynazarov

Start

Brian officially started the meeting at 20:15 UTC.

Sascha volunteered to writing the minutes.

Members with voting rights were informed how voting is executed in the voting channel and were called to execute a test vote which succeeded (ten votes collected).

There were neither any new members to accept, nor urgent business to be added to the agenda.

AGM 2018 minutes

The minutes of the Annual General Meeting of 2018-10-19 were accepted by vote (Aye: 6 - Naye: 0 - Abstain: 4).

Reports

Some written reports were finished: President's Board report, Critical System team, Events team, Finance, Infrastructure team, Organisation assurance team, Public relations, Translation/Localization.

Bernhard reported that Education had nothing new.

Dirk was not able to create reports from Software development and Supprt teams. He will try to add them later.

Etienne mentioned that the French Assurer challenge is still under review.

Since certificate generation is not working anymore in many current browsers, Etienne asked if new alternative ways (apps or browser add-ons) were to be reviewed by Software team. Dirk answered that third-party software can be linked from CAcert website without having to review it first (no change on critical server).

Currently small changes and improvements in development are in review, but are blocked by the lack of background-checked reviewers, caused by lack of arbitration people. We discussed changes in reviewing process to make it work again. There is no policy requirement to have a specific number of reviewers. Instead, Security Policy requires more reviews for more risky changes. So the reviewing rules could be changed by the Software team internally. Further discussion should be done via mailing list.

Jan stated that automated testing wourld be a better time investment than manual reviews if it comes to avoid regressions. Reviewing should rather be focused on new functionality.

Future

Brian started discussion saying that „it has been an "interesting" year, with a lot of things happening in the last quarter, from September on“. Board has much more optimism because of the response to the appeal, both monitarily and from new volunteers. However, we did have some problems in dealing with those eager volunteers, and will need to continue to manage them. Financially, we are much better off than we have been in a few years, and that should last into the near future. Regarding donations received after the appeal, Etienne added that „operating costs for a good two years” are covered by these. In order to reduce Paypal fees, a bank account will be opened in Europe at the beginning of 2020.

Brian said that the project to move the "home" of CAcert from Australia to Europe is progressing. While it did not happen in the Spring of 2019, it may be possible during the Winter of 2019–2020. If the Policy Group (just a community mailing list) gets back to work, the relocation project can be finished. Etienne explained that the disadvantage in Australia is to have three Australians on the board and one from New South Wales.

As an international organization a seat in Geneva or another location in Switzerland would be suitable; every step will be documented via the mailing list (cacert-members). First information was given this summer (2019-08-02, archive: https://lists.cacert.org/wws/arc/cacert-members/2019-08/msg00000.html). A first draft for the adapted statutes has been written; next step would be to get New South Wales out of the policies (by policy group). A final decision should be made in a Special General Meeting to be requested.

Resolutions

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

Elections

Board consists of seven people. Five have been officially nominated within time limit, so more nominations were brought in from the floor.

Etienne nominated current board member Ross K. from Australia for the board, seconded by Brian.

Frederic nominated Sascha for the board, seconded by Dirk. Infos about Sascha can be found on his CAcert wiki homepage; some attendees said to have had minor contact with him in the past.

No further nominations were received, so a single vote to elect these five + two members was processed and this new board was elected (Aye: 8, Naye: 0, Abstain: 2):
Brian McCullough, Etienne Ruedin, Frédéric Dumas, Frédéric Grither, Peter Nunn, Ross Krumbholz, Sascha Ternes.
Since only two of them are Australian, another member has to be recruited to fulfill the rules. In the past, a subcommittee of three AU members has been initiated.

End

The president closed the meeting at 23:20 UTC.

Administration

• Action	Fix Date	When done?	Remarks (Statutes §)
  start the ball rolling	?	2019-05-23	all within 6 months by end of Financial Year (24.2)
  call for Team reports	2019-07-01	2019-10-10 (list, by sec.)	all within 6 months by end of Financial Year (24.2)
  start with Finance report	2019-07-01		all within 6 months by end of Financial Year (24.2)
  start with Board report	2019-07-01	2019-10-15	all within 6 months by end of Financial Year (24.2)
  Prepare and compile the Annual Report	2019-10-30	(started in September by president)	4 weeks before the date fixed AGM
  check the register of members	2019-11-08	2018-09-28	3 weeks before the date fixed AGM
  call for payments, to bring all members up to full standing	2019-11-08		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	2019-10-30 2019-11-15		2 or 4 weeks before the date fixed AGM probably with the notice to the members (25(2)a-c)
  announce date, for notification	2019-10-30 {g}	201	3 (2) weeks before the date fixed AGM (27.1, 27.2)
  announce date, for special resolutions	2019-11-08 {g} **	201	3 weeeks before the date fixed AGM (27.2)
  announce date, for resolutions	2019-11-15 {0} **	201	2 weeks before the date fixed AGM (27.1)
  announce date for nominations	2019-11-22 **	201	7 days before the date fixed AGM (16.1(b))
  early ballots	2018-11-16 {0} until 2019-11-30 19:00 UTC is in your timezone		14 days before the date fixed AGM until 1 hour before the AGM starts (16.7)
  proxys deadline	until 2019-11-29 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)
• * The date was brought forward by 1 day compared to the statutes, since the reporting to the secretary and the information of the members by the secretary have the same statutory time limit, which is practically impossible to implement. (24.1.2019/ER)

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

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