• AGM
• RuleChange
• DeleteCommonSeal

Delete Common Seal

Introduction

39 in archaic anglo corporate practice, a physical "seal" was generally held by the Public Officer for use in contracts that had special conditions. This is no longer practiced widely, and as far as we can tell, CAcert has not ever had a common seal.

As the practice of the Board is to decide all such things by a motion in a meeting (which is required for use of the seal anyway), as most or all contracts are digital, it is proposed to drop this clause.

Not a high priority.

• (not as yet submitted to secretary, this entry is a reminder for AGM/Next)

Motion

By deleting rule 39 "Common seal" in its entirety.

Old Text of rule 39

39      Common seal
(1)     The common seal of the association must be kept in the custody of the public officer.
(2)     The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of 2 members of the committee or of 1 member of the committee and of the public officer or secretary.

Comments

• [2011-11-02, UlrichSchroeter]

  1. Association Act 2009 defines under 22.1

     • 22 Execution of documents (including deeds) by an association
       (cf Corporations Act 2001 of the Commonwealth, section 127)
       (1) An association may execute a document without using a common seal if the document
       is signed by 2 of its authorised signatories.

     • the proposed rule change doesn't conflict with this definition

• [2011-11-27, UlrichSchroeter]

  • CARRIED by AGM 2011-11-27

  • added to new rules under CAcert Inc rules as of 2011-11-27

• CategoryCAcertInc