. '''To Brain''' '''[[Brain#CAcert_Inc._-_CAcert.org_Members_Association| CAcert Inc. - CAcert.org Members Association]]''' - '''To Brain CAcert Inc. Committee''' '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes| Meeting Agendas & Minutes]]''' - '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100117|last meeting]]''' - '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100221|next meeting]]''' ---- == Agenda - Committee Meeting 2010-02-02 22:00 UTC == . 1 '''Preliminaries''' . 1.1 Chair opens the Committee Meeting . 1.2 Accept the '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100117| Minutes of the last Committee Meeting]]''' . 1.3 Ratify the Motions made since the last Committee Meeting . 2 '''Businesses''' - Important Note: '''Acceptance of Businesses 48 Hours before beginning of Committee Meeting latest!''' .2.1 '''public officer''' added by dan . Mark want to continue? . I don't think anyone else is eligible unless an association member in NSW wants to volunteer. .2.2 '''other board roles allocation''' - added by dan . I'd rather not treasurer however will taken anything. What are other people interested in? .2.3 '''Oophaga letter to respond to''' - added by dan . this I assume: . '''[[https://lists.cacert.org/wws/arc/cacert-board-private/2010-01/msg00003.html]]''' . ''Iang:'' committee members should read my reply to that in the same place. . 2.3a sorry to non-board members for the private link but after some thought we'll consider opening this up too. . this might be more in Oophaga's area: [[http://groups.google.com/group/mozilla.dev.security.policy/browse_thread/thread/0afc230fb0c81702?pli=1|new .nl whois policy]]. .2.4 '''handling press/pr''' - added by dan . '''[[https://lists.cacert.org/wws/arc/cacert-board-private/2009-11/msg00021.html]]''' . I'm in favour of leaving this alias (just for compatibility and phase it out) and setting up pr@cacert.org and press@cacert.org to forward to the cacert- board-private list so we can use these contacts email addresses publicly. .2.5 '''key persons contact details''' - added by dan . I'd like to get this operational. Just need what info Nick got up to and contact details for the new board members together. . '''[[https://lists.cacert.org/wws/d_read/cacert-key-persons/]]''' . I know I haven't done the automatic sending bit that I said I'd do ages ago. . I'll add it again to my TODO soon list. .2.6 '''Banking Signatories''' - added by dan - re-ordered by iang for fact-finding first, discussion second. . 2.6a From memory - special resolution 4.13 didn't pass ( I could be wrong - lost track and didn't save log - opps ). . agm20100130.4.13 [[AGM/RuleChange/SignatoriesToPayments]] ''' CARRIED ''' Aye 31 Naye 7 (Abstain 2) . 2.6b Progress of signature "ernie" (last document for ebanking was sent) - added by ernie . 2.6c Any objection to me (Dan) jumping in as another AU signatory to the account? .2.7 '''Community Leaders''' - added by dan . Ian and I had what appeared to be slightly different views on leadership though it appeared this was closer that expected after some discussion. . ''[[Iang]]'s'' [[https://lists.cacert.org/wws/arc/cacert-board/2010-02/msg00001.html|response]] on the topic of leadership. . I'd like to know what you think about the board conferring a community leader title on interested persons that comes with a monthly reporting criteria. . I suspect that those seeking such a board conferred responsibility should have the position available for contention with some meritorious criteria. . There are a few risks with this however leaving it as fluid as it is currently I don't think empowers anyone to take as much leadership. . ''[[Iang]]:'' [[https://lists.cacert.org/wws/arc/cacert-board/2010-02/msg00005.html|comment on this point]] . I suspect this is mainly a board list conversation and I don't want to dwell on it too much in a meeting at this early stage though a few minutes to clarify points of view may be useful. . ''[[Iang]]:'' definately ... I think this is best seen as something to bounce around on the board list. .2.8 '''Finance discussion''' - added by dan . What have we got and what are our goals here. .2.8a I need actual bank-statements (with details of the payments). - added by ernie || ''Accept Reports, arising out of 3, Annual Report'' || || ''we accept the annual reports'' || . 2.8a agm20100130.3.2 || '''CARRIED''' as agm20100130.3.2 Aye 28 Naye 0 (Abstain 4) || . 2.8a we must lodge the financial statement from the AGM with the Office of Fair Trading - added by ernie . Mark - in which form you need the papers? . 2.8b [[AGM/RuleChange/SignatoriesToPayments|agm20100130.4.13]] || ''4.13 Signatories to Payments'' || || '' See [[AGM/RuleChange/SignatoriesToPayments]] '' || || ''' CARRIED ''' Aye 31 Naye 7 (Abstain 2) || . 2.8c agm20100130.5.1 ||''5.1 Cost of Payment Facilities''|| ||'agm20100130.5.1 Aye 23 Naye 10 (Abstain 7) 'It is resolved that we think the transaction costs of paying into the existing facilities (Australian bank account, Paypal) are too high and represent a significant barrier, and we request the committee to investigate alternative payment possibilities, and that they either implement these or report back to the membership on why these are not effective. For example, a SEPA account.''|| ||'''CARRIED''' as agm20100130.5.1 Aye 23 Naye 10 (Abstain 7) || . 2.8d || ''5.2 Financial Disclosure'' || || ''It is resolved that the committee discloses all financial transactions in an anonymized way.'' || || ''failed'' Aye 4 Naye 30 (Abstain 4) || .2.9 '''Board/Community goals''' - added by dan . This was prepared by the last board: .'''[[http://wiki.cacert.org/AGM/AGM20100130/ForwardLooking]]''' .2.10 '''Recovery of assets''' - added by mario . 2.10a agm20100130.3.1 || ''Evaldo's Laptop, arising out of 3.2, Financial Report'' || || ''moves that ownership of Evaldo Gardenali's CAcert laptop be transferred to him'' || ||'''CARRIED''' as agm20100130.3.1 Aye 31 Naye 0 (Abstain 8) || . 2.10b other CAcert laptop, Server, ... . 2.10c I'm expecting or hoping there to be more, but not "physical hardware." - added by ian . In particular, I would hope that there is some records or activity to do with treasurer role, Public Officer role, and the old TTP programme. . Although TTP is currently frozen, there are many who want to get this back on its feet, and a box of old records would help us a lot to figure out what happened there. It would also give us a bit more standing if we were to maintain all those issued points into the future. (Recall, we want to face a big bad auditor in the future.) .2.11 '''Procedural elements''' - added by ian . a. minutes . See discussion [[https://wiki.cacert.org/Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20091010|20091010]] 2.2/1. only on minutes. . This marked the time Iang started writing minutes, before that only transcripts were kept. . b. changes to rules; following were carried . 4.1 [[AGM/RuleChange/OurDisputeResolution]] . 4.9 [[AGM/RuleChange/OrdinaryBusiness]] . 4.10 [[AGM/RuleChange/CommitteeElections]] . 4.11 [[AGM/RuleChange/CommitteeBusiness]] . 4.12 [[AGM/RuleChange/MembersCostsAtGeneralMeetings]] . 4.13 [[AGM/RuleChange/SignatoriesToPayments]] . c. process of meetings, etc . Especially, see 23A in [[AGM/RuleChange/CommitteeBusiness|agm20100130.4.11]] || ''4.11 Committee Business'' || || '' See [[AGM/RuleChange/CommitteeBusiness]] '' || || ''' CARRIED ''' Aye 30 Naye 8 (Abstain 1) || . d. private list, summary of. . Especially, see 23B in [[AGM/RuleChange/CommitteeBusiness|agm20100130.4.11]] above. . It would be nice if we had some scripting for that, as the display of Sympa isn't so brilliant C&P. . 3 '''Question Time''' - Important Note: '''Questions from CAcert.org Community Members can be added until beginning of Committee Meeting! As well questions can be asked at "Question Time", without added Question here''' . None received: . 4 '''Closing''' . 4.1 Confirm next Committee Meeting: Usually every 1st & 3rd Sunday of the month, 21:00 UTC. . 4.2 Chair closes the Committee Meeting . 4.3 Preparation of Minutes <
> == Minutes - Committee Meeting 2010-02-02 22:03 UTC == <
> . 1 '''Preliminaries''' . 1.1 Chair opens the Committee Meeting - Mark at 2203UTC. Present were: Mark Lipscombe, Ernestine Schwob, Daniel Black, Ian Grigg, Lambert Hofstra, Mario Lipinski Apologies: Nicholas Bebout . 1.2 Accept the '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100117| Minutes of the last Committee Meeting]]''' . [[https://community.cacert.org/board/motions.php?motion=m20100202.1|Motion 20100202.1 Accepted]] by former board members present . 1.3 Ratify the Motions made since the last Committee Meeting . [[https://community.cacert.org/board/motions.php?motion=m20100131.1|m20100131.1]] Resolved that CAcert\'s laptop provisioned to Evaldo Gardenali be given to him based on its depreciated value and Brazil\'s export regulations prohibiting its export and therefore return. . Mark raised the possibility of this being consider a fringe benefit given the wording . Dan/Ernie raised it has 0 value . Ian quoted the agm motion: "Evaldo's Laptop, arising out of 3.2, Financial Report moves that ownership of Evaldo Gardenali's CAcert laptop be transferred to him" CARRIED as agm20100130.3.1 Aye 31 Naye 0 (Abstain 8) . General consensus was to withdraw the board motion and let its non-recovery/ownership transfer stand as per agm20100130.3.1 . 2 '''Businesses''' - '''Acceptance of last minute businesses''' . proposed to defer items 2.4, 2.5 and 2.7 . 2.4 was passed unless some one objects. . Deferring 2.5 and 2.7 was accepted .2.1 '''public officer''' added by dan . Mark accepts to continue .2.2 '''other board roles allocation''' - added by dan . Ambiguity about Ernie holding two roles (President/Treasurer) in the Act/Rule . Generally board wanted president/vice president to be available for meetings . Offering positions generally occurred by the popular vote received at the AGM . Mark volunteered for Secretary due to synergies with Public Officer . Remaining Officers Bearers were selected as per [[https://community.cacert.org/board/motions.php?motion=m20100202.2|m20100202.2]] . President - Lambert Hofstra . Vice President - Daniel Black . Treasurer - Ernestine Schwob . Secretary - Mark Lipscombe . ACTION: (self assigned) Daniel to edit secretary alias . ACTION: Mario to do blog announcement . ACTION: (self assigned) Daniel to ask critical team to update http://www.cacert.org/index.php?id=8 .2.3 '''Oophaga letter to respond to''' - added by dan . '''[[https://lists.cacert.org/wws/arc/cacert-board-private/2010-01/msg00003.html]]''' . Essence of letter was a lack of information being passed to Oophanga . Specific issues raised were DPA progress, Audit status/plan and Finance Status. . Agreed to pass AGM Report and deliver letter after the next board meeting on the 21st Feb. . ACTION: Mark agreed to write up Oophanga letter response for President Lambert's signature . ACTION: ALL - contribute to audit plan /board direction on mailing list as per agenda 2.9 . 2.3a Dan: sorry to non-board members for the private link but after some thought we'll consider opening this up too. . Board agreed to disclose the Oophanga letter since the letter author Prof Koops had also consented to this . ACTION: (self assigned) Daniel to forward letter to board list .2.4 '''handling press/pr''' - added by dan . '''[[https://lists.cacert.org/wws/arc/cacert-board-private/2009-11/msg00021.html]]''' . setting up pr@cacert.org and press@cacert.org to forward to the cacert- board-private list so we can use these contacts email addresses publicly. . Board doesn't want to approval email addresses. . Daniel called for objections or better ideas within 24 hours . ACTION: Daniel - just do it! - setting up pr@cacert.org and press@cacert.org to forward to the cacert- board-private list .2.5 '''key persons contact details''' - added by dan . Dan: I'd like to get this operational. Just need what info Nick got up to and contact details for the new board members together. . Deferred by consensus of board . ACTION: (implicit) Dan to get automatic sending bit that I said I'd do ages ago. .2.6 '''Banking Signatories''' - added by dan - re-ordered by iang for fact-finding first, discussion second. . 2.6a From memory - special resolution 4.13 didn't pass ( I could be wrong - lost track and didn't save log - opps ). . agm20100130.4.13 [[AGM/RuleChange/SignatoriesToPayments]] ''' CARRIED ''' Aye 31 Naye 7 (Abstain 2) . Board resolved Dan was wrong :-) . Ian moves that we pay creditors now that this resolution is passed (himself and Oophanga) . Ernie details payments of Oophaga hosting 3,010.71 EUR (4,729.80 AUD) and Expenses #7 audit 296.00 EUR (463.44 AUD) TOTAL 5,193.24 AUD . Mark indicates that he's got the banking authority . Board agrees on the payments already being approved by last board . ACTION: Mark to pay Ian (old audit debt related) and Oophanga . NEXT MEETING AGENDA: Ian raised payments authorities need to be addressed by board and wished to discuss this (reference to rule changes) . 2.6b Progress of signature "ernie" (last document for ebanking was sent) - added by ernie . Mark reports that signature and paperwork for Ernie are in the internal bureaucracy of Westpac. . Handover has been made difficult by lack of cooperation of previous signatories. . ACTION: Mark to ask Westpac to change to a single signatory to sign payments in accordance with AGM rule change. . 2.6c Any objection to me (Dan) jumping in as another AU signatory to the account? . Mark objects - process is going smoothly but slowly - changing this could confuse Westpac an break current process. . Dan and Ian indicate they are available if it breaks/gets lost again. . ACTION: Mark to revisit more signatories once current mess is sorted out .2.7 '''Community Leaders''' - added by dan . Deferred to board email list: .2.8 '''Finance discussion''' - added by dan . What have we got and what are our goals here. . (SKIPPED) .2.8a I need actual bank-statements (with details of the payments). - added by ernie . ACTION: Mark to provide Ernie with last bank statement (received 29th Jan) . 2.8a agm20100130.3.2 || '''CARRIED''' as agm20100130.3.2 Aye 28 Naye 0 (Abstain 4) || . 2.8a we must lodge the financial statement from the AGM with the Office of Fair Trading - added by ernie . Mark - in which form you need the papers? . Mark has the papers in the right form . ACTION: Mark to lodge finance papers with Office of Fair Trading . 2.8b [[AGM/RuleChange/SignatoriesToPayments|agm20100130.4.13]] || ''4.13 Signatories to Payments'' || || '' See [[AGM/RuleChange/SignatoriesToPayments]] '' || || ''' CARRIED ''' Aye 31 Naye 7 (Abstain 2) || . 2.8c agm20100130.5.1 ||''5.1 Cost of Payment Facilities''|| ||'agm20100130.5.1 Aye 23 Naye 10 (Abstain 7) 'It is resolved that we think the transaction costs of paying into the existing facilities (Australian bank account, Paypal) are too high and represent a significant barrier, and we request the committee to investigate alternative payment possibilities, and that they either implement these or report back to the . NEXT MEETING AGENDA: agm20100130.5.1 Payment Facilities . 2.8d || ''5.2 Financial Disclosure'' || || ''It is resolved that the committee discloses all financial transactions in an anonymized way.'' || || ''failed'' Aye 4 Naye 30 (Abstain 4) || . Ian asked if there was a need to ratify this - 'no' was the consensus .2.9 '''Board/Community goals''' - added by dan . This was prepared by the last board: .'''[[http://wiki.cacert.org/AGM/AGM20100130/ForwardLooking]]''' . Deferred to board list . ACTION: All to contribute to discussion on Board/Community goals on board list. .2.10 '''Recovery of assets''' - added by mario . 2.10a agm20100130.3.1 || ''Evaldo's Laptop, arising out of 3.2, Financial Report'' || || ''moves that ownership of Evaldo Gardenali's CAcert laptop be transferred to him'' || ||'''CARRIED''' as agm20100130.3.1 Aye 31 Naye 0 (Abstain 8) || . Ratified as per agenda minutes - 1.3 . 2.10b other CAcert laptop, Server, ... . in possession of former public officer. Mark confirms confirmation by RC of "1RU server and some paperwork" . Consensus was we didn't need these assets . Consensus that recovery of these Assets and other CAcert documents in 2.10c is important . Recovery mechanisms discussed: . another firm letter requesting handover - agreed . DRP suggested as the agm confirmed this as our process. Scepticism that RC would agree to CCA since no response from registered mail. Not really a dispute - just want our assets back. . Getting Director General, Office of Fair to issue summons of information - limited scope to offences under ACT. no statutory offence found under old ACT. New law isn't in effect and isn't retrospective . ACTION: ernie agreed to check the old Act for other courses of action . getting a magistrate summons costed at $60 for the statement of claim, about $80 to have the sheriff visit with the summons . Board agreed that we would take strong action to effect the recovery of the 1RU server and paperwork and other CAcert assets in RC's possession. . Board ratified - [[https://community.cacert.org/board/motions.php?motion=m20100202.3|m20100202.3]] Mark has the authority to sell the assets if a reasonable opportunity turns up, and report results to board afterwards. . ACTION: Mark to deliver firmly worded letter to former public officer. . 2.10c I'm expecting or hoping there to be more, but not "physical hardware." - added by ian . In particular, I would hope that there is some records or activity to do with treasurer role, Public Officer role, and the old TTP programme. . Although TTP is currently frozen, there are many who want to get this back on its feet, and a box of old records would help us a lot to figure out what happened there. It would also give us a bit more standing if we were to maintain all those issued points into the future. (Recall, we want to face a big bad auditor in the future.) . 2.10c dealt with concurrently with 2.10b .2.11 '''Procedural elements''' - added by ian . a. minutes of board meetings . Daniel to write these minutes. Duty will be rotated around those present in meeting. . ACTION: dan to write these minutes . ACTION: iang volunteered to write AGM minutes . b. changes to rules; following were carried . 4.1 [[AGM/RuleChange/OurDisputeResolution]] . 4.9 [[AGM/RuleChange/OrdinaryBusiness]] . 4.10 [[AGM/RuleChange/CommitteeElections]] . 4.11 [[AGM/RuleChange/CommitteeBusiness]] . 4.12 [[AGM/RuleChange/MembersCostsAtGeneralMeetings]] . 4.13 [[AGM/RuleChange/SignatoriesToPayments]] . ACTION: Mark to submit AGM rule changes to Office of Fair Trading . ACTION: (unallocated) update of Association rules on svn and wiki . c. process of meetings, etc . Especially, see 23A in [[AGM/RuleChange/CommitteeBusiness|agm20100130.4.11]] || ''4.11 Committee Business'' || || '' See [[AGM/RuleChange/CommitteeBusiness]] '' || || ''' CARRIED ''' Aye 30 Naye 8 (Abstain 1) || . Decisions can be made outside of meetings now. . Voting system needs to be ratified for this to happen in non-email way 23(3) [[https://community.cacert.org/board/motions.php?motion=m20100202.4|m20100202.4]] Approve voting system : "We approve the use of the voting system at https://community.cacert.org/board/motions.php for the purposes of Rule 23" . On voting system use - 7 days for routine discussion 3 for trivial items. . Board agrees on continuing with these template . ACTION: Daniel to alter board minute template to no longer require ratification of voting items . d. private list, summary of. . Especially, see 23B in [[AGM/RuleChange/CommitteeBusiness|agm20100130.4.11]] above. . It would be nice if we had some scripting for that, as the display of Sympa isn't so brilliant C&P. . Ian proposed that board meeting template will add "1.4 to Agenda Template: publish summary of private list" . Agreed by board . ACTION: Daniel to incorporate "1.4 to Agenda Template: publish summary of private list" to board meeting template .3. Questions . There were no questions .4. '''Closing''' .4.1. Next meeting: . Agreed for 21th Feb at 2100 UTC . 1st Saturday of month at 2100UTC and 3rd Sunday of Month at 2100UTC .4.2 Chair closed meeting 20100202 0013 UTC .4.3 Meeting minutes . Dan agreed to do them. ==== Synopsis of Meeting Contents ==== . Text <
> ==== Decisions Reached by Motion including Update since last Committee Meeting - Overview ==== . [[https://community.cacert.org/board/motions.php?motion=mYYYYMMDD.#| mYYYYMMDD.#]] - Title of Motion <
> ==== Meeting Transcript ==== . {{{ Log is in UTC+11 [8:54:24] what are the topics these evening here? [8:54:27] hi marty1 [8:54:57] https://wiki.cacert.org/Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100202 [8:55:33] hi all [8:55:58] Hi all [8:56:17] hi lambert [8:56:24] hi mark [8:57:36] I think the agenda we have is rather impractical for a single meeting? [8:58:30] yes [8:58:33] agree, especially for the first meeting [8:58:35] markl, a little bit long, think we made the important things [8:58:39] So just start at 1 and go as far as we get and continue next time... [8:58:54] how long do we have? [8:58:59] i'm happy with cutting down the agenda [8:59:18] there's no fixed time limit, but for some people it's approaching midnight [8:59:43] 2.4 and 2.5 look less urgent [8:59:46] so having it drag on for hours will probably lead to the last bits being done in a rush, rather than being given full attention.. it's what had happened in previous board meetings with very long agendas [9:00:12] whi is chairing this meeting? [9:00:15] Are there minutes or transcripts of the AGM online? [9:00:16] 2.7 could possibly be deferred too? it seems like a tar pit of a discussion :) [9:00:20] s/who/who/ [9:00:26] 2.7 also may be deferred to board list [9:00:43] markl, agree - too long for today [9:00:45] agree [9:00:45] which board members are present? [9:00:55] <- Mario [9:01:03] nIck sends apologies [9:01:05] <- Lambert [9:01:10] <- dan [9:01:39] ok, 6 out of 7 then [9:01:40] <- ernie [9:01:40] so 6 out of 7 [9:01:50] :-) [9:01:52] quorum reached [9:01:58] Mark to take chair as out-going VP ? [9:01:59] :-) [9:02:09] anyone can chair, being we have no office bearers decided... just need to agree.. I'm happy to chair if everyone is happy with that [9:02:21] happy [9:02:28] agree :-9 [9:02:30] saw mark doing a good job chairing meetings before. seconded. [9:02:34] nod [9:03:03] ok, in that case, I declare the meeting open, and move that we accept the minutes of the previous committee meeting, at https://wiki.cacert.org/Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100117 [9:03:14] seconded and Aye [9:03:17] aye [9:03:23] aye [9:03:26] abstain [9:03:35] abstain [9:03:52] abstain [9:04:08] I declare it carried. [9:04:18] give me a sec to enter the votes into the system [9:05:24] for those new on the board i've set up notifications when votes are about to close. if you don't want this tell me and i'll take it off. [9:05:25] next item... 1.3 Ratify the Motions made since the last Committee Meeting [9:05:44] only motion pending is https://community.cacert.org/board/motions.php?motion=m20100131.1 [9:05:50] Resolved that CAcert\'s laptop provisioned to Evaldo Gardenali be given to [9:05:50] him based on its depreciated value and Brazil\'s export regulations [9:05:50] prohibiting its export and therefore return. [9:06:10] the wording of this one concerns me, that it might be a reportable fringe benefit if we word it like that [9:06:32] my understanding from what is being proposed is that we are simply not interested in seeking recovery of it, rather than giving it [9:06:35] I actually think it is a bit difficult myself, because the association has already voted on this [9:06:47] it has a 0 depeciated value in the balance sheet from memory [9:06:57] dan, right [9:06:58] iang: it has? [9:07:16] dan: right, which means we should abandon its recovery, rather than gift it [9:07:20] the issue was: it's on the balance sheet, and should be removed. So giving it away was easiest [9:07:20] dan, we write off [9:07:21] Evaldo's Laptop, arising out of 3.2, Financial Report [9:07:21] moves that ownership of Evaldo Gardenali's CAcert laptop be transferred to him [9:07:22] CARRIED as agm20100130.3.1 Aye 31 Naye 0 (Abstain 8) [9:07:23] It has no value, we don't want it back -> so we need to get rid of it and get it out of our papers. [9:07:35] that's an 8 ) at the end [9:07:51] Those remarks are entered into the agenda as notes to 2.10 [9:07:53] oh, then Dan it would probably be easiest to just withdraw this motion? [9:08:05] Lambert, it was, but we write off end year 2008/2009 [9:08:18] Lambert, and the annual report was accepted [9:08:26] ernie, so it's already off the balance sheet? [9:08:33] Lambert, yes [9:08:49] Lambert, as at 1.7.2009 it is zero [9:08:54] Ok, so it doesn't matter what happens to it, it's already gone... [9:09:05] possibly, the text of the motion could be adjusted to just accept and act on the AGM motion [9:09:10] dan: are you prepared to just withdraw that motion and let the AGM's resolution stand? [9:09:17] i'm ok with withdrawing it. [9:09:19] the AGM's resolution overrules us anyway [9:09:24] ok [9:09:31] no objections? [9:09:32] I have to leave for a few minutes, sorry. [9:09:36] my concern would be that the AGM is over the board, and once the membership has spoken, we have less leeway to do that [9:09:54] s/do that/do anything at variance/ [9:10:02] iang: right, so Dan withdraws his motion, the AGM motion stands, and we just leave it at that [9:10:09] nod [9:10:32] ok - i'll put a small expliation as a follow up on the board list. [9:10:37] next item.... [9:10:38] ok, Dan's said he's happy to do that, so matter closed [9:10:50] doing it now [9:10:57] if we're in agreeance about culling the agenda a little, lets do that first before getting into the items? [9:11:06] 2.4, 2.5 and 2.7.. can we defer them? [9:11:11] agree [9:11:16] nod [9:11:18] well, 2.4, perhaps we can just agree with the proposal? [9:11:29] so that email alias goes somewhere, and set up the two others [9:11:45] i would abstain, I don't think this is board business [9:11:55] i would say that the PR people should do whatever they want [9:11:58] as I recall, we decided that we didn't want anything to do with having to pass resolutions setting up email accounts, so perhaps if we all just think it's ok, it can be done [9:12:36] i'm happy with defering 2.5 and 2.7 [9:12:38] so, unless anyone objects strenuously, lets just treat 2.4 as dealt with, and dan do what he is proposing [9:12:44] sure [9:12:56] nod [9:12:59] I move that we defer 2.5 and 2.7 of the agenda to a future date. [9:13:00] ok - i'll take objections in the next 24 hrs and will do it otherwise. [9:13:01] ernie [Ernestine@84-73-137-73.dclient.hispeed.ch] has quit IRC: Ping timeout: 180 seconds [9:13:13] second defering 2.5 2.7 [9:13:22] ok [9:13:24] all those of that opinion, aye, against no [9:13:27] aye [9:13:28] aye [9:13:34] (dan, what you could do is add to the Communications document that you are doing this as matter of course when email addresses fall fallow) [9:13:41] aye [9:14:08] I think Mario is afk, and Ernie disconnected [9:14:21] there is consensus, i'd say [9:14:26] yes, I would say so too [9:14:35] if not, we can revisit [9:14:37] next item... 2.1 public officer added by dan [9:14:54] I'm happy to continue as public officer at this stage [9:15:18] great - was just making sure [9:15:28] fine with me [9:15:44] as you know, i'll be in the area in a month or so ... I'm not sure if we can do anything, but if there is a possibility of running an event, I'll try and make it. Drum up some support. [9:16:17] ok, next item... 2.2 other board roles allocation - added by dan [9:17:01] does anyone have any roles that they feel they'd be particularly strong at? [9:17:10] I would suggest retaining Ernie as Treasurer. Also, I don't see a big need to change the P, VP roles [9:17:17] back [9:17:29] as long as one at least is at each meeting to do the Chair role, that's fine by me [9:17:35] other opinions? [9:17:50] I think we need to select a different president, to be honest.. Nick isn't around enough [9:18:01] ernie? [9:18:03] the other possibility is to follow the line of voting and push Ernestine to treasurer :) [9:18:14] sorry s/treasurer/president/ .. [9:18:21] haha we can make her treasurer while she's disconnected :) [9:18:23] That *is* the most important role :-) [9:18:34] she expressed that she didn't want to be treasurer again [9:18:36] but frankly, with all the work done on signatories ;-( ... [9:18:40] she did? [9:18:44] ah [9:18:45] she did? [9:18:53] but signatories is separate, even if she's not the treasurer [9:18:59] OK, nod [9:19:15] perhaps we defer this till she is back on line? [9:19:18] Hmm, wait for her to return? [9:19:19] can we defer treasurer till sh'es back [9:19:26] oh, I'm sorry, perhaps it was Dan that said that? [9:19:26] so secretary? [9:19:43] i said perfer not tresurer - yes [9:19:50] I would say having a native English speaker as secretary might be good [9:19:52] I read it in an email from Ernie, but perhaps it just badly quoted Dan [9:20:08] mark continuing as po is fine for me. ernie as treasurer also. [9:20:26] I think we have consensus for Ernie as treasurer again in that case? [9:20:27] I move we defer this until Ernie gets back online [9:20:38] yes, does anyone have any way of contacting her? [9:21:36] (guess not) [9:21:40] nope [9:21:43] i am talking to her on skype, she has a IRC problem [9:22:01] can she use https://irc.cacert.org/ [9:22:02] a few minutes before she can reboot, apparently [9:22:40] ok, being that pretty much everything needs us all here, shall we just wait a few mins for her? [9:22:44] ernie [Ernestine@84-73-137-73.dclient.hispeed.ch] has joined #board-meeting [9:22:48] yay [9:22:52] welcome back [9:22:54] wb [9:22:58] :-) [9:23:02] Ernie, Q for you: do you prefer treasurer role, or not? [9:23:04] sorry [9:23:08] we got lost without you... [9:23:20] lambert,:-) [9:23:48] what does other say when I was off [9:24:01] we just started on the topic of roles for board. [9:24:09] for native english secretaries I can do it if no-one else volunteers [9:24:35] dan, should be great [9:24:36] we're making you president ernie [9:25:18] you happy to take/continue tresurer as well? [9:25:25] mhh,what does others think [9:25:40] they all agree you did a good job [9:25:51] but we also learned you wanted to be president [9:26:06] so it's all up to you :-) [9:26:08] wanted is a big word, I like finance [9:26:20] ok, that's settled then ;-) [9:26:43] (kidding) [9:26:48] Speak! [9:26:56] I think we could continue with nick [9:27:04] i thinks thats not quite right ref 'wanted'. for president it was expressed that someone around mroe than nick would be good [9:27:08] as predisdent [9:27:09] the problem as I see it is that Nick is never around [9:27:15] ernie, I think you need to establish ... would you take on the president's role, and do you want to keep the T role? [9:28:07] afaik you can do both. think we all see president as a fairly low demanding role [9:28:07] markl, right [9:28:21] dan, that is correct [9:28:30] Hmm [9:28:34] Would that comply with the association rules? [9:28:34] I'm not sure if the rules allow? [9:28:36] because a statement was made before that: markl: she expressed that she didn't want to be treasurer again [9:28:45] I only take president, if I can still do finance [9:29:03] I misread the email Ernie sent, it was actually quoting Dan [9:29:06] What do the rules say? I'm not sure [9:29:07] but it wasn't obvious in the email [9:29:20] checking the rules [9:29:27] iang, from where you have this [9:29:43] from markl, who now says it was dan, or something. [9:29:50] OK, so that establishes your position :) [9:29:57] markl, yes, this was dan saying [9:30:15] umm the rules are ambiguous, but lean towards it not being possible [9:30:20] (now I know what email is being referred to, yes) [9:30:28] Subject in the case of the first members of the committee to section [9:30:29] 21 of the Act, the committee is to consist of: [9:30:34] (a) the office-bearers of the association, and [9:30:35] (b) 3 ordinary members, [9:30:35] each of whom is to be elected at the annual general meeting of the [9:30:35] association under rule 16. [9:30:45] The office-bearers of the association are to be: [9:30:45] (a) the president [9:30:45] (b) the vice-president [9:30:45] (c) the treasurer, and [9:30:49] (d) the secretary [9:30:58] So, Ernie prefers to stay in treasurer role, and I'd support that. [9:30:59] which is the sames as 15(1) and 15(2) of the rules [9:31:10] so... to have the 3 ordinary members, we have to have a single person for each office bearer position [9:31:18] otherwise we'd end up with 4 ordinary members [9:32:04] or I only make the work, and the position treasurer make somebody else, so we have internal auditor too :-) [9:32:28] Was also thinking about such a solution [9:32:29] there is not a problem to do, because I already use a websystem [9:32:53] could give a further person access to look at the things [9:33:04] then who do you want to work with in T role? [9:33:26] (I think our finances are too small to justify too many eyes, but ... OK) [9:33:42] somebody from AUS should be useful [9:33:54] nod [9:34:07] i think if you want to do the work, you should be the treasurer, ernie [9:34:21] agree [9:34:25] :-) [9:34:37] (I agree with markl, sorry) [9:34:44] the act/rules to make it abigious doing both sorry [9:34:57] no problem, then i stay with treasurer [9:35:10] by popular association vote are Lambert or mario interested in P? [9:35:25] I thinklambert have more [9:35:31] much more votes [9:35:48] president is basically chairing meetings [9:35:53] would be nice for talking to Oophaga ... ;-) [9:35:57] 00:29 < PhilippDunkel> Ernie - 38 [9:35:58] 00:29 < PhilippDunkel> Nick - 34 [9:35:58] 00:29 < PhilippDunkel> Lambert - 34 [9:35:58] 00:29 < PhilippDunkel> Lambert - 34 [9:35:58] 00:29 < PhilippDunkel> Mark - 32 [9:35:59] 00:29 < PhilippDunkel> Mario - 28 [9:36:00] 00:29 < PhilippDunkel> Daniel - 27 [9:36:02] 00:29 < PhilippDunkel> Ian - 25 [9:36:09] Well, I do like dan's statement: (11:29:17 PM) dan: afaik you can do both. think we all see president as a fairly low demanding role [9:36:17] and lambert wasn't voting from himself - so he has one more then nick [9:36:22] yes, this i basically all the Rules says about P & VP, I think. But externally it seems to make some difference. [9:36:23] you accept Lambert? [9:36:34] Lambert: the rules are ambiguous about it, but tend towards making that not possible [9:36:55] yes [9:37:08] Move, that Lambert take the President's role [9:37:14] :-) [9:37:19] markl: I meant: president is a fairly low demanding role. That's the part I like when you propose being P [9:37:27] iang, second [9:37:58] its carried if you accept Lambert and then we can move on? [9:38:15] ok [9:38:17] I am OK with either. Although I would propose Mark to take on the secretary's role ... it has a relationship to Public Officer that makes it simpler [9:38:33] probably what is best is if we develop consensus on each one, then have a single vote to adopt the positions [9:38:48] OK [9:39:31] so.. Lambert president, Ernie treasurer... [9:39:39] right [9:39:42] Lambert accepts. Unless pressed, I'm happy to take on "ordinary member" role [9:39:52] markl, vice like before? [9:40:06] which leaves dan, Nick, Mario, Markl for: VP, Secretary ? [9:40:19] i'm happy to accepts the current roles with me as secretary and if the PO/S interesaction gets too hard we can talk then. [9:40:19] dan said to make secretary [9:40:23] I'm happy to take secretary, it does make some sense in conjunction with being the public officer [9:40:31] I anyway make the membership related things [9:40:40] I agree with mark on the secretary role [9:40:47] and mark was staying VP by lack of any objection/challenge [9:40:49] ok [9:41:08] So mark as secretary? [9:41:12] Who as VP? [9:41:13] markl: i'm happy to give secreaty [9:41:16] nick? [9:41:18] because by the rules, the register of members must be kept at my address and all that other stuff [9:41:20] and nick vice [9:41:21] ah damit [9:42:24] mark would you prefer vp or s - both seems not likely in the rules/ [9:42:25] ? [9:43:01] i'd prefer secretary, for simplicity [9:43:16] ok. who takes vp then? [9:43:17] markl as secretary, I'd say [9:43:19] So: Ernie: Treasurer, Mark: Secretary, me: Presient, nick or dan: VP? [9:43:36] dan - VP ? [9:43:37] mario or dan as vp imo [9:43:39] i'll take vp [9:43:42] Mario, do you wish to go for VP? [9:43:49] ok dan [9:44:15] any objectio mario? [9:44:21] i think mario said he was leaving earlier ... so that puts him out of the running perhaps [9:44:37] No. Native speaker seems to suit better for vp. [9:44:42] ok - all settled then? [9:44:53] I think so, dan are vice [9:44:54] ok, we seem to have it [9:44:59] I'm back (for quite a long time now) [9:45:05] let me type up a motion [9:46:55] RESOLVED, that the following office bearers be appointed: [9:46:55] President - Lambert Hofstra [9:46:55] Vice President - Daniel Black [9:46:55] Treasurer - Ernestine Schwob [9:46:55] Secretary - Mark Lipscombe [9:47:11] aye [9:47:12] I move that motion [9:47:22] aye [9:47:40] need someone to second it first :) [9:47:45] second [9:47:46] second [9:47:46] second [9:47:53] enough? [9:47:57] all those of that opinion, aye, against, no [9:47:58] aye [9:48:02] aye [9:48:03] aye [9:48:07] aye [9:48:43] aye [9:49:06] I declare it carried. [9:49:21] next item... 2.3 Oophaga letter to respond to - added by dan [9:49:51] I would move that we publish the letter, as a first step [9:50:18] the author has given us permission, I believe? [9:50:32] correct, yes. [9:50:33] I read the message, and think we should talk to oophaga asap [9:50:41] if thats so i'm happy for it to be published [9:50:49] second [9:50:49] some of the items there we cannot do in the expected timeframe [9:50:55] lambert: did you read my phone transcript? [9:51:18] not yet, I learned you talked to them just before the meeting [9:51:37] I also wrote to Prof Koops to confirm receipt of the letter [9:51:46] ok. Quick one liner: Bert-Jaap was primarily concerned about getting a forward looking statement, seeing an agenda [9:52:13] in all, he wanted some dialogue and some sense of a future. He wasn't so interested in the direct contents of the letter [9:52:44] I think a highly suitable response is to send him the Annual Report. [9:52:48] What I read between the lines in that letter was that they feel a bit left in the dark, so I can understand they want a forward looking statement [9:53:01] I think we should publish the letter, send him a copy of the annual report and invite Prof Koops to our next board meeting... what do you think? [9:53:07] From reading the letter I did not see it as that hard as it seemed from my impressions of the last boards meeting. Generally our lack of communication made them act. [9:53:19] right... and to be fair, it looked like that. the last board more or less ignored NL for the entire 6 months ... concentrating on other issues. [9:53:21] law: agree [9:53:25] sending a annual report is a good start. i think it needs more of a plan additionaly though [9:53:42] dan: agree [9:53:47] law, the timeline are little bit "blueeyed" if we confim this [9:54:11] perhaps publish a response and the letter at the same time? [9:54:13] ernie: what do you mean? [9:54:24] yes. But that can be possibly cleared up when communicating with them. [9:54:25] to ... neutralise the timelines in the letter somewhat? [9:54:28] Lambert, start audit [9:54:39] I'd advice not giving a response with solid timelines [9:54:56] iang: yes [9:55:07] I'd prefer to publish the letter immediately, and respond with the annual report and prepare a formal response in the next couple of weeks [9:55:14] also, I'm not sure ... but I wonder if they are under some pressure from their supporters [9:55:33] markl, agree, we cann't solve all the things during this meeting [9:55:37] which might not become clear from this rarified Board <--> Board letter level [9:55:53] I'd be happy to start work on preparing a formal response, for us to consider at a meeting in a couple of weeks [9:55:54] So my feeling is: we should give them enough attantion, they're an important supporter, and probably need to explain that to their equivalent of shareholders [9:56:05] can we prepare a response in mail after the meeting, over next 2 weeks? [9:56:16] so if we can give them a good feeling, they should be ok [9:56:25] iang: I'd be happy to head that up, and prepare a draft [9:56:38] Lambert, agree [9:56:56] Lambert: markl: ok [9:57:11] agreed [9:57:14] but I think the first step is to publish the letter we have received [9:57:21] so it's out in the open [9:57:30] OK. An imm ediate response with the annual report, publish the letter, and one in 2 weeks have something deeper prepared? [9:57:40] iang: yes, that's what I would propose [9:57:49] seconded [9:57:56] agree [9:58:05] President to send both, I guess [9:59:16] ok, agreed. This is a procedural motion, we have consensus, right? [9:59:39] yes [9:59:41] yes [9:59:46] yes, dont think we need a motion [9:59:47] markl: you'll create a proposal, send it to all, and when we agree I'll send it, right? [10:00:06] lambert: sure [10:00:49] so this will include a dpa, audit and finance plan ? [10:01:14] the latter two, probably [10:01:18] the DPA issue is resolved, the previous board concluded that we are in compliance with all relevent legislation [10:01:33] if you want to reopen that, you're quite welcome to, but at this very moment, it is resolved [10:01:42] markl: then we probably have to communicate that? [10:01:59] possibly best to give the new board directors a briefing on that some time. [10:02:17] i'm very happy to year dpa is handled [10:02:24] s/year/hear/ [10:02:27] you should review the private list for information about that, and remember that as committee members you have a duty not to disclose any of the discussions surrounding it [10:02:34] Question: how much detail can we put in such a letter in two weeks time? [10:02:38] an overiew would be good. [10:02:40] there's also a motion of the last board confirming it is resolved [10:02:49] According to Oophaga the DPA stuff somehow needs to be published by CAcert... [10:03:07] we did.. we published a board motion confirming that we are in compliance with all applicable law [10:03:08] law: that's what the motion does. [10:03:23] markl, right [10:03:26] we do not need to, nor should we, publish the details of why and how we think we are in compliance [10:03:38] however, I concur with markl; you should review the documents and discussion in the private list [10:03:56] ok. i'll read up on it. [10:03:58] and/or ask for a briefing; I'm happy to do that if no-one else wants to [10:04:17] next item? 2.6? [10:04:18] when you form an opinion or conclusion on a legal matter such as this, it's not common practice to publish your reasoning... just that you have reached that conclusion [10:04:34] publishing the reasoning has the potential to unnecessarily prejudice your position [10:04:50] next item...2.6 Banking Signatories - added by dan - re-ordered by iang for fact-finding first, discussion second. [10:04:56] ack the privacy of it [10:05:18] yes, my understanding, Resolution did carry [10:05:28] my appoligies for bad memory [10:05:37] i'll accept that. [10:05:38] agm20100130.4.13 AGM/RuleChange/SignatoriesToPayments CARRIED Aye 31 Naye 7 (Abstain 2 ) [10:05:50] do we need/want another signatory then? [10:05:53] well, it isn't minuted, and I did not recall it either. [10:06:07] I had to go through the transcripts in detail and confirm it :) [10:06:26] hold on, that's 2.6.c [10:06:42] Ernie + markl: any progress on the famous #2 signatory? [10:06:53] iirc the motion was carried [10:07:00] iang: yes, the moving target of the paperwork is currently in Westpac's court [10:07:17] they have all the paperwork necessary, and my local branch has now sent the documents to the branch the account is held at [10:07:24] so "any time now" it should be resolved [10:07:29] ok [10:07:37] markl, ok [10:07:40] then, after that is done, I will lodge the changed rules with them, to adjust the "two to sign" [10:07:42] but, not yet :) a true safa [10:07:46] s/safa/saga/ [10:07:57] if I can ask: summary is, we now only need one signature. However, having a second signature is a backup strategy? [10:08:07] Lambert: nod [10:08:17] having more than one person that can sign instruments is a good thing.. in case one of us falls under a bus [10:08:27] ok, fine [10:08:30] Lambert, we need more people which can make a payment [10:08:43] which brings up next question: do we add Dan as extra? [10:08:45] having the two of us there will give us protection in case someone is unavailable [10:09:00] I'd say to defer that until we have the current mess sorted out [10:09:01] presumably he can do the paperwork at a local Westpac more conveniently [10:09:12] markl, but I suggest too, to add dan also - he is AUS goes quicker [10:09:14] the current mess comes about because the two current sigs on the account are non responsive [10:09:27] so adding Dan at this point in time will slow down things again [10:09:37] and, if we add Dan, do we also want to add Iang when he is in Oz? [10:09:40] the document to add people must be signed by each person, in original copy [10:09:51] Can we ask dan to work with current sigs to solve this? [10:09:53] markl: nod. [10:10:04] the current signatories are entirely non responsive [10:10:31] robert and? [10:10:40] Greg Rose [10:10:45] k [10:10:47] but *both* would need to have signed [10:11:00] to fix it up quick.. and given that Robert has fallen off the face of the earth... [10:11:15] and if adding dan next, ernie, markl, rc and greg need to sign? [10:11:21] anyhow, I propose that we just keep going with what we've been working on, because all the hard work is done [10:11:25] right now, yes [10:11:35] but once we finish the process we're in at the moment, Ernie and I will need to sign [10:11:43] ok by me. [10:11:49] ok. And when it is all done, revisit the question of additionals? OK by me. [10:11:51] yes [10:11:56] dirk [dirk@89.244.115.51] has quit IRC: Ping timeout: 180 seconds [10:11:56] Well, good this the both of you are reelected :-) [10:12:11] yeah, would have been fun if not [10:12:15] LOL [10:12:16] Lambert, yes [10:12:21] ok, next item... 2.8 Finance discussion - added by dan [10:12:22] wouldn't ahve been a problem as long as they stay cacert member [10:12:27] ok, then one final question: are we agreed that the motion is sufficient, and we can then move to pay people? [10:12:37] or are we still of the opinion that we have zero signatories? [10:13:20] we have an existing authority to pay the two creditors (ian and oophaga), so once Westpac reflects reality, I'm of the opinion we can pay these two immediately on my signature [10:13:38] actually.. you know what... I have transaction access to the account [10:13:59] being that I have the association's authority now to conduct transactions with one signature, I may be able to pay both [10:14:09] if you have Tx access ... as far as this board is concerned you are a signatory, and so is Ernie [10:14:11] markl, I need statements from both accounts (the last one is now really old [10:14:14] be damned what Westpac's opinion is [10:14:33] I really don't care what Westpac thinks :) [10:14:41] nod [10:14:47] If they need a second signature, they will ask for it. [10:15:00] second nod :-) [10:15:01] after this meeting, ian, can you forward me your banking details, and I will attempt to pay your bill [10:15:12] I'm of the opinion I have the authority to conduct that transaction [10:15:13] ok, do we actually have the board's approval to pay these bills? I know it has been mentioned before ... but I don't recall where that was? [10:15:30] yes, authority to pay your bill comes from the board before last approving your expenditure [10:15:35] Open payments: [10:15:35] Oophaga hosting 3’010.71 EUR 4’729.80 AUD [10:15:35] Expenses #7 audit 296.00 EUR 463.44 AUD [10:15:35] TOTAL 5’193.24 AUD [10:15:35] the Teus board never approved anything beyond 1 TX as far as I know. [10:15:53] and authority to pay oophaga comes from the board approving the recurring expenditure [10:15:58] ah OK, so the Finance report is accepted, so that is an authority. [10:15:59] happy to pay bills [10:16:01] oophaga sent in the meantime the invoice for Q3+4 [10:16:36] then, I'd urge the bills to be paid. Mark, I'll send details by email. [10:16:39] the board that Teus was a part of approved the recurring expenditure of Oophaga hosting, and Ian's audit expenses [10:16:58] ok, we all agree? Need a motion? [10:17:00] markl, the audit-expenses [10:17:24] about oophaga we don't made already a motion - we are not able to pay [10:17:25] i agree. i don't think we need a motion though. [10:17:38] ernie: there is a motion from Teus' board approving the ongoing expenditure [10:17:43] for Oophaga [10:18:00] markl, right - they agreed to pay regarding MoU [10:18:36] ok ... out of an abundance of caution ... I would suggest at next board meeting, we re-address this topic and put new motions to approve these in the future. [10:18:41] (2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be approved by the committee, either directly, or under standing motions as duly approved by the committee. [10:18:46] that's part of the new rules [10:18:55] but, not to delay any current debts. So ride on their motions for their debts. [10:20:13] other than that, ernie asks for up-to-date bankstatements? [10:20:42] iang, right, not first time :-) [10:20:55] will send the latest one after this meeting.. it was only just issued.. statements are quarterly [10:21:07] most recent statement was issued 29 jan [10:21:08] ok, good. [10:21:16] markl, ok - if possible with details [10:21:18] for the period 30 oct 2009 to 29 jan 2010 [10:21:26] i believe ernie has all ones previous to that [10:21:34] markl, yes [10:21:43] next: Annual report is accepted, so Finance report to be lodged with OFT? [10:21:49] so can't send statements before they make them :) [10:21:57] iang: I'll prepare the paperwork for it [10:22:07] also for the rule change [10:22:12] markl, in which form you need the financial report [10:22:15] Marty1 [MartinSchu@dslb-088-070-174-013.pools.arcor-ip.net] has quit IRC: Quit: ChatZilla 0.9.86 [Firefox 3.5.7/20091221164558] [10:22:25] the pdf that was sent is what needs to be sent to fair trading [10:22:35] markl, ok [10:23:18] I will prepare the two documents for Fair Trading, the annual return and also the rule change, and get authorisation for whatever the fees are at the next meeting [10:23:38] markl, ok [10:23:42] I also have some expenses relating to the change of public officer form from last year, that I will seek reimbursement for [10:24:09] 2.8c agm20100130.5.1 [10:24:19] I move we defer this agenda item [10:24:23] second [10:24:30] ok. Markl, back in 2007, I think there was a motion that the Treasurer could approve expenses $100 and under without coming to board. Let's also put that to the next meeting. [10:24:33] ... next "2.8c agm20100130.5.1" 5.1 Cost of Payment Facilities Carried Aye 23 Naye 10 (Abstain 7 ) [10:24:40] yes, AYE, defer to next. [10:24:48] aye [10:25:13] "5.2 Financial Disclosure" did not carry. No action required. Any discussion? [10:25:17] iang: yes, we should ratify that [10:25:20] not from me [10:25:39] no [10:25:44] no [10:25:45] none from me [10:25:46] - [10:25:46] next... 2.9 Board/Community goals - added by dan [10:25:57] 2.9 probably deserves a discussion o nthe board list if anyone has stuff to add [10:26:24] i'm happy for it to continue on the board list [10:26:33] and move to the next itme [10:26:35] agreed, and it might also be part of the Oophaga response letter discussion. [10:26:45] agreed [10:26:51] yes, to late to discuss now [10:26:53] ok [10:26:54] ok, next item... 2.10 Recovery of assets - added by mario [10:26:54] moved/seconded/aye :) [10:27:04] we dealt with the first part [10:27:15] the second part I guess is directed toward RC again? [10:27:22] markl, yes [10:27:32] markl, what is your progress with RC [10:27:33] any progress? [10:27:36] I wish... [10:27:47] after mailing him the registered letter, I received one email from him [10:28:01] and despite repeated attempted to contact him since, he has not responded at all [10:28:15] he did, however, confirm he has a 1U server and "some paperwork" [10:28:25] i noticed in the assocation act the director-general can issue summons of information - can we request that they do? [10:28:59] dan, there is normally a deadline within you have to do ... but he didn't [10:29:00] I think we pretty much need to decide how much we want this stuff back... if we want it back, the next step is to bring a local court action against him and serve process on him [10:29:02] Do we know why he's inresponsive? [10:29:07] possibly ... although I note that we've just made our dispute resolution into our own Arbitration. [10:29:22] so I would suggest we try our own methods... or at least think about them seriously [10:29:29] if he doesn't respond to certified letters in the mail, I don't like your chances of having him write back and accept the CCA [10:29:43] markl, the annual report we have done, think we didn't really need [10:29:58] ernie: he has TTP paperwork and other stuff that we need though [10:30:02] ernie: there is a 1 penalty point $100 for failure to hand over - the disobeying the DG is very significate [10:30:09] he can be deemed to have accepted the CCA, he was on the board that voted it through. [10:30:19] dan, and how we will get ? [10:30:41] did you try contacting him via phone? [10:30:47] Fair Trading will only issue information summons in very limited circumstances, and will only do so for things covered by the Act [10:30:56] yes, by phone, by certified letter and by email [10:30:57] I would suggest that we need a second registered letter. [10:32:13] my question in writing that second letter is, should he fail to deliver up the items in question, do we have consensus to involve the magistrate's court in getting it back [10:32:28] our second letter needs some teeth, because the first clearly did not have the intended effect [10:32:32] dirk [dirk@89.244.115.51] has joined #board-meeting [10:32:47] markl, how much does it cost for us? [10:33:24] about $60 for the statement of claim, about $80 to have the sheriff visit with the summons [10:33:50] well. I would say we need to be careful here about our recent Rule Change. However, I suppose we aren't in dispute are we? We simply want our stuff back? [10:33:55] markl, think we can live with that, we need the TTP papers ... [10:34:08] right, there is no dispute [10:34:20] the fact it belongs to CAcert Inc is undisputed [10:34:21] so I guess if it is filed into Magistrate's Court, his defence can be that all disputes are under CCA, and ... problem solved [10:34:43] also, the act that brought about the problem happened before the rule change [10:34:46] iang, think not - because he was public officer [10:34:52] so the old rules would apply to this anyway [10:35:14] Well we could file a dispute and if RC acts to it, we get our stuff back. If not, arb should rule to go to court. [10:35:15] and if he wanted to have it removed to a community justice centre, that would be fine.. just means I can wear shorts and thongs to the hearing [10:35:20] I think I agree with that. the event in question was clearly before the rule change [10:35:21] iang, and he didn't fulfill the deadline to give back the papers [10:35:30] there is no deadline in the current law [10:35:39] OK. [10:35:58] but it belongs to CAcert Inc, and he is improperly keeping those things that do not belong to him [10:36:12] markl, somewhere in the Act I read somthing about 21 days [10:36:22] markl: there is 14 days - http://www.austlii.edu.au/au/legis/nsw/consol_act/aia2009307/s35.html [10:36:24] that's the amended law which has yet to come into effect [10:36:38] ernie: it's 14 days, but it is the new act and I haven't heard it is in effect yet [10:36:39] and, in any case, was not in effect at the time in question [10:36:43] iang, ok [10:36:45] sadly [10:37:03] but he can be reminded of it in the letter ... in the spirit of things [10:37:21] iang, I read in the old act ... [10:37:43] iang, will search after the meeting [10:37:50] the current act has no such deadline [10:37:50] So, we need a new & final registered letter. And a motion to procede to take it to magistrate's court? [10:38:24] also, we need a better understanding of what is held by him: we've identified the 1U server. Are we agreed he holds the laptop? [10:38:25] Who will write the letter, and what are the "teeth" we put in? [10:38:32] if we have consensus here, I will prepare a letter and send it to him [10:38:38] I will write and send it [10:39:09] (I agree with that.) [10:39:10] Ok, you need anything from us now, like next steps if he fails to deliver? [10:39:20] i think a new letter seems prudent as a first step. agreed [10:39:43] no, just consensus that we will take strong action if he does not do anything [10:39:44] agreed [10:39:53] ok [10:39:58] ok [10:40:00] Now, he holds a laptop ... and we just saw an AGM motion that transferred the older laptop across to Evaldo. Do we have a view on this? [10:40:34] iang, at the AGM was only handled the laptop from evaldo [10:40:34] He could buy it if he likes I would say... [10:40:35] I'd be inclined to seek its recovery at this stage.. there's a marked difference between the two matters [10:40:35] Evaldo's laptop is broken and has limited value. I'd prefer not to use this as an example [10:40:48] Right! [10:41:07] I would agree that the two cases are different. In many ways, so no precedent is set [10:41:12] I'd hate to see members keeping things because the board will later on give it away anyhow [10:41:23] agree [10:41:29] agree [10:41:39] which is to say, we deal with this question on a case by case basis? OK. [10:41:44] we seem to all agree on that :-) [10:41:48] ok.. next item... 2.11 Procedural elements - added by ian [10:42:01] and in the books we write off anyway end last year, we haven't to report at the end of year [10:42:12] b. seems open and shut, we have rule changes, and we must amend the rules and send them to fair trading.. i will take responsibility for this [10:42:28] If you are happy to do that, then open and shut. Thanks! [10:42:32] also, even if we write off its value financially, doesn't mean that we don't still own it [10:42:53] markl, right - but if we don't get, we haven't again a write off [10:42:55] Ian volunteers to be minute writer again, did I hear? [10:42:57] should we give Markl the authority to sell the laptop if he sees a reasonable deal? [10:43:26] iang: fine by me [10:43:27] if they are sellable, he can sell [10:43:35] lets see what we get first [10:43:39] and we can figure that out [10:43:48] And then tell the buyer to get it at RC's place :-) [10:44:00] i'll get whatever we can recover, inventory it and photgraph it, and report back [10:44:03] Lambert, :-) [10:44:10] OK, so moved, that Markl has the authority to sell the assets if a reasonable opportunity turns up, and report results to board afterwards. [10:44:12] Does anyone have technical details on the laptop? [10:44:21] second [10:44:37] ( I am thinking here that when you pick up the gear, Robert might want to deal. Clear the way for that...) [10:44:40] law, no - because we don't have seen the invoices [10:44:54] all we know is the price paid, and the date, I guess. [10:45:02] iang, right [10:45:03] Aye to the motion on the table. [10:45:13] aye [10:45:18] aye [10:45:23] aye [10:45:26] aye [10:45:30] aye [10:46:05] carried [10:46:20] 2.11.a ... belatedly. Minutes. [10:46:47] this is agm minutes? [10:46:51] dirk [dirk@89.244.115.51] has quit IRC: Ping timeout: 180 seconds [10:46:53] Board minutes: have been written by me for some 3 months. Secretary would generally prepare these [10:47:14] in the past, PD was not available, so I did them. Transcripts are useless IMO. [10:47:21] Ian volunteers again did I hear? :P [10:47:34] i think we should share that around at least. [10:47:38] So first step is (IMHO) to ask Secretary whether he is happy to do these :-) [10:47:44] oh, Dan volunteers! :) [10:47:48] that goes for watching members too :-) [10:48:11] I am happy to have anyone do them .... there are plenty of prototypes on the net, so the style should be clear [10:48:18] s/net/wiki/ [10:48:32] i'll do this one for the team [10:48:41] ok, thanks! [10:48:46] thanks [10:48:51] ok, cool.. lets try rotating it and see how it works out [10:48:51] mark's been given enough action items this meeting [10:49:05] Then, for the AGM, I volunteer to do that one [10:49:13] is everyone happy with the HTML style of last one? [10:49:17] Can we give people experience points as a bounty for writing minutes? [10:49:37] iang: yep - last year's was good [10:49:50] lol.... as long as it is done in a face to face meeting :) [10:49:55] c. process of meetings, etc [10:50:23] we now have a proper rule that allows us to vote outside of committee meetings [10:50:35] and we don't need to ratify them at the next committee meeting any longer [10:50:53] OK, so the question arises: do we approve the voting system for circulating of business via email, and for voting? [10:51:08] however... can I ask one thing... I find it seriously impolite to propose a resolution without first discussing the text of the resolution [10:51:20] I think it handles 23A(1) fine by sending email. [10:51:20] agree [10:51:34] markl: agree [10:51:42] however, 23(3) requires an approval. [10:51:58] yes, we need to endorse the voting system [10:52:09] agree - makes sense [10:52:19] agreed. although, part of the problem is that people will post a question to get discussed, and not receive the benefit of an answer [10:52:31] and the voting system tended to kick that into gear a little. [10:52:55] I move that we approve the use of the voting system at https://community.cacert.org/board/motions.php for the purposes of Rule 23. [10:53:04] second [10:53:07] Aye [10:53:08] aye [10:53:10] aye [10:53:12] aye [10:53:19] if no one answers, then go ahead and make a motion... but at least put it out there first [10:53:47] aye [10:53:55] aye to voting system motion [10:53:58] OK. Also, customarily, we were in the past picking 7 days for routine discussion. The option of 3 days was there for stuff that required no thought and consensus was already there. [10:54:28] let's continue that [10:54:30] aye to 'no response to discussion can result in motion' [10:54:43] ok, grand! [10:55:37] dan / all: are we happy to carry on Andreas's templates for minutes? [10:55:42] fine by me [10:56:08] fine by me [10:56:10] fine [10:56:36] ok, super. 2.11.d private list, summary of. [10:56:37] I think that's all the agenda? [10:56:41] ah, 2.11.d [10:57:03] this is here because the AGM voted for 23B being openness. Now we have a mandate (an instructions?) from the members [10:57:26] yes, we need to, from now on, publish a summary of each discussion taking place on the private list [10:57:27] I think publishing a summary of the private list would be good, like a one-subject-line per item? [10:57:46] yes [10:58:01] perhaps we could do this at every meeting? SO someone could do a copy-paste into the Preliminaries? [10:58:03] I agree that providing the topic is ok for now. [10:58:11] so we don't forget / don't let it drag on? [10:58:15] I think the rule change (I wrote it :) is very prescriptive on what we have to do, so I think it's fairly well settled how to adhere to it [10:58:19] yes, great idea Ian [10:58:21] Once it has been discussed we can publish as needed [10:59:04] so, add 1.4 to Agenda Template: publish summary of private list? [10:59:08] iang: ok [10:59:10] yep, sounds good [10:59:25] dan, could you adjust the template as you are doing the minutes? [10:59:32] yep [10:59:41] ok.. that's all right? [10:59:54] what about future committee meetings? [11:00:00] how we will handle the meetings in the future [11:00:00] timing? [11:00:04] before, it was 1st & 3rd Sunday of the month, 21:00 UTC. [11:00:17] my suggestion is once a week :-) [11:00:19] I prefer saturday - sunday is really hard [11:00:37] do we need more frequent meetings now that we can vote online? [11:00:40] I prefer the weekend (have to get up in 4.5 hours...) [11:00:59] Lambert, I prefer saturday, but not each saturday [11:01:07] I'm fine with any time / day except wednesday evenings (but I can live with that if desired...) [11:01:16] I also thing once a week is too am uch [11:01:30] Saturday is not possible for me usually [11:01:46] fridays? [11:01:48] Lambert, agree [11:01:59] iang, fridays I never know if I'm back or not [11:02:00] Friday/Saturday might happen to me that I am not available. [11:02:07] markl: is 2100UTC staturday (and sunday here) ok? [11:02:30] dan: no, that's the saturday i'm talking about [11:02:44] if it was once a month saturday, I could work around that [11:02:49] but not every week or two weeks [11:03:37] rotate? 1st Saturday, 3rd Sunday? [11:03:41] sounds like an alternateion between saturday and another time like this [11:04:00] iang, dan: I was going to propose exactly that [11:04:18] I'm selling licences to my proposal ;-) [11:04:51] haha [11:04:58] 1st sat and 3rd sun would work for me [11:05:20] ok - lets leave this for a for the lists to discuss times - i think its a bit late for our EU folks [11:05:24] what time? [11:05:28] 21:00UTC? [11:05:32] fine [11:05:34] 21:00 is fine by me. [11:05:35] ok [11:05:37] fine [11:05:44] ok [11:05:54] ok, how about we go with that, and let's see how it goes. [11:05:56] I htink it really is the only time that is consisently reasonable for everyone [11:05:57] However, if next meeting is 6 Feb, I will be missing. [11:06:21] make the first meeting 21 feb? [11:06:39] law: hmmm... maybe me too, depends on how fast the Formula 1 driver is that night :-/ [11:07:03] do we need to finalise oophanga earlier? [11:07:05] nod. [11:07:06] ok for 21st. Gives me time to do a lot of reading [11:07:15] dan: yes [11:07:21] yes, 6th is only 4 days away, let's skip it. [11:07:21] 14th then? [11:07:24] dan: no, I don't think so [11:07:36] we have agreed to send them the annual report in the meanwhile [11:07:39] Oophaga requested reply till 15th Geb [11:07:49] markl: you're right [11:08:04] i see no problems with that, prepare it for 21st [11:08:14] 21st is ok by me [11:08:20] law: we send them the first answer. They will recognize that a new board cannot deliver everything in a fewdays [11:08:21] But if we reply to them with the annual report that response will be prepared after/with the meeting of 21st they should be fine with it. [11:08:22] for me too [11:08:23] which contains a forward looking statement of roughly the sort they are looking for, and should be accompanied by an email which says we expect to provide a response after our next board meeting on 21 feb [11:08:44] sounds good [11:09:05] for me also [11:09:11] Super. Markl, I guess you can decide how many meetings into the future to call ... PD decided to stack them up for months :) [11:09:27] I will call this one, and hopefully Nick will also attend, so we can get his input too [11:09:30] Or, perhaps a super-call, listing the formula? [11:09:40] Iprefer dates :-) [11:09:41] then I will call them formula like.. [11:09:46] (btw. Saturday and Sunday was also ok for NB right?) [11:09:47] ok, cool. [11:10:05] Saturday is better for NB, Sunday not so good [11:10:12] Lambert, sunday not - maybe if it only one sunday per month [11:10:15] Nick requested to do 22 UTC instead of 21. Dunno if he has to work on the weekends [11:10:31] let's go with 21:00 this one. [11:10:45] and then we can check his level of discomfort next meeting [11:10:56] yeah [11:11:02] ok, I've called it.. mail sent to the list [11:11:12] thumbs-up. [11:11:14] yay [11:11:14] next item.. any questions from members? [11:11:40] there being no questions, I move that we adjourn the meeting [11:11:53] second [11:11:54] any members want to do minute write ups next time? [11:11:58] aye [11:12:00] seconded and Aye. [11:12:25] if this is the next meeting time - aye [11:12:29] aye [11:12:39] dan: vote is to close this meeting [11:12:45] aye to that too [11:13:03] aye [11:13:03] I declare it carried, and the meeting closed. }}} . Original Place Meeting Transcript [[https://svn.cacert.org/CAcert/CAcert_Inc/Board/Minutes/20100202_log.txt| SVN CAcer.org Website]] <
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