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Special General Meeting, April 10th 2016, 11:00 UTC

This is the discussion page for an SGM to be called to discuss the unpleasant situation resulting from the AGM that was held on 2015-11-22. This page is used to refer to discussions happening around the proposed business.
This SGM is confirmed by arbitration - see ruling for details!.

• Contents

  1. Special General Meeting, April 10th 2016, 11:00 UTC
     1. Meeting
     2. Agenda
     3. Proxies
        1. Proxylist (draft)
     4. Administration
     5. Decisions
     6. Minutes
        1. General Meeting Information
        2. actual Minutes
        3. Process for identification of the proxies for sgm 2016-04-10

Meeting

The meeting will be held the Sunday, 10th of April 2016, 11:00 UTC in the IRC channel #SGM on the irc.cacert.org IRC server. Procedures should be followed, check there for more help. To help, please be there very early so we can get people voiced up. See here to know your local time to attend: https://www.timeanddate.com/worldclock/meetingtime.html?iso=20160409&p1=136&p2=37&p3=240&p4=179

The meeting is public, everyone is allowed to attend. The SGM will be moderated, only association members will be voiced.

Please make sure your fees are paid up.

• What to do if you cannot be present at a General Meeting? Information about proxy vote and early vote.

Agenda

By a ruling from arbitration, the agenda to be used for the meeting on April 9th is the agenda as it was available on March 2nd, which is version 13: SGM/20160409?action=recall&rev=13 (formerly SGM/Next?action=recall&rev=13)

Stroked agenda items were already addressed in the SGM/SGM20160409. see Arbitrations/a20160330.1

For this SGM, business must be notified to the secretary:

1. As the first order of business, to consider and vote on each and every properly submitted membership application received by the the secretary in the proceeding sixty days, up to the opening of the SGM that has either not yet been admitted to the association as a member, or have been refused membership.

• see New Members for list of new members.

2. To consider, and if thought fit, to vote on the following resolutions:

1. RESOLVED, that the membership is disheartened by the recently elected committee and its persistent disrespect for properly established arbitration policies and procedures.

2. RESOLVED, that the committee as constituted no longer enjoys the confidence of the members, and each committee member is removed from their position. Rule 20.

   • In the event that 2. fails, 2.b is called for each member in turn: 2.b RESOLVED, that the member NAME no longer enjoys the confidence of the members, and NAME is removed from their position. Rule 20.

3. RESOLVED, that CAcert Inc has been placed into an unacceptable breach of our CAcert Community Agreement, is no longer acting in the interests of the community, and is therefore no longer a suitable vehicle for the community's property and role as executive.

   • if 3. passes, then propose this motion 4.:

4. RESOLVED, that CAcert Inc be placed under emergency administration by a caretaker board of 3 Australian members who are empowered to wind up the association in consultation with OFT and transfer the property to a new corporation.

   • Else, if 3. fails, propose this motion 5.:

5. RESOLVED, that

   • *CAcert Inc's actions were the sole responsibility of the committee members, *that CAcert Inc with a duly formed committee that respects and abides by the rulings of arbitration enjoys our confidence in the future, and *that the liabilities of CAcert Inc during the period of troubles should remain strictly limited under our DRP as if arbitration was not suspended.

6. RESOLVED, the new committee is to create a detailed and fully transparent, uncensored report of the old committee's activities since the AGM to which all members of the community may contribute. This report is to be presented to a general meeting for ratification.

3. If the above motion to remove the committee is carried, RESOLVED to elect a new board.

4. To consider, and if thought fit, accept any nominations from the floor to fill any casual board vacancies arising.

Proxies

If you cannot attend a General Meeting, a proxy vote can be done via appointing an other member as your proxy-holder for your vote.

• Official proxy form is in the association rules (appendix 2) at:
  • open document format;
  • PDF format.
• Must be received by the secretary (and CC per email to an inviting member (in the case of lost emails)) at least 24 hours in advance.
• Maximum 5 proxies per member.
• In the second paragraph, either
  • leave it is as is if you trust your proxy to vote in accordance with your wishes, or
  • specifically direct how to vote on each resolution (better this in a separate mail only to your proxy).

You can find a elaborately information about proxy vote and early vote at full length for both, proxy giver and proxy holder, following this link.

Proxylist (draft)

This is a draft, as known to member's.

Administration

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 --

List of Proxy

Decisions

There were no decisions to be taken at this meeting, as there was no business left to be performed at the meeting.

Minutes

General Meeting Information

All times within the minutes are UTC. Times in any related material provided by the minutes may be in CEST, if not stated otherwise.

Opened

The SGM was opened at 11:08:45 UTC by Ian Grigg who was selected as acting president and chair for the meeting.

Closed

The SGM was closed at 11:26:33 UTC by the chair Ian Grigg.

Chair

Ian Grigg chaired the meeting as acting president as the board was not constituted, yet. This was done in consent with present members.

Minutes

Eva Stöwe was asked and accepted to do the minutes.

Present members

In total 30 members participated either in person (12) or via proxy (18).

There was quorum.

The following members were present:

The identification of the proxies was left for the minutes. The process for this is added below the minutes.

actual Minutes

Note1: The standard items that are not named in the agenda, are named in the minutes following usual practice. The items that are named in the agenda are named as in the agenda.

Note2: Prior to the opening of the meeting it was observed that it was not possible to use the votebot as nobody had rights to provide voice in the moderated votes channel. Such rights sofar were not transfered to the new board members and also nobody else present seemed to have according rights.

So the meeting was working on a show of hands basis.

Part 0. Preliminaries
----------------
0.0 Identification of acting president / chair to open the meeting
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
As the board was just installed in SGM at 2016-04-09, which was the day
before and as that board could not have had a constitutional meeting (as
invitation time has to be 48h) and as SGM did not identify the roles of
the board members, so far the position president, vice-president,
secretary and treasurer were not given to a specific board-member.

Because of this, there was some need to identify who should take over
the role of president and by this chair for the board members for the
time beeing until the board had their constitutional meeting.

The following board members were present in person: Ian Grigg, Gero
Treuner and Dirk Astrath.

Eva Stöwe proposes "that the three present board members select an
acting president and that person is chair for this meeting" This is
seconded four times.

Gero Treuner proposes Dirk Astrath, Ian Grigg agrees but Dirk Astrath
refuses because of technical issues.

Eva Stöwe proposes Ian Grigg, present (board and other) members ok this
selection, Ian Grigg asks for objections, nobody voiced objections.


0.1. Open Meeting
~~~~~~~~~~~~~~~~~
At 11:08:45 UTC Ian Grigg openes the meeting. [Ian Grigg is unsure about
the time zone, the correct time for the correct time zone was left for
the minutes.]

0.2 Minutes
~~~~~~~~~~~
Eva Stöwe volunteers to do the minutes. This is accepted.

0.3 clarification of need for votes / business
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
The chair asks if anyone believes that there are motions to be
established. Multiple members voice that they don't believe so.

IanAlastairRobertson highlights, that this meeting is under the
oversight of an arbitration ruling
[note: the arbitration case is a20160330.1]

WernerDworak states: "By, the way, if I see it right, yesterday not all
candidates did confirm their nomination and none of the board member did
accept his election. Therefore I regard the present board not as valid"
- The chair acknowledgs the point but decides to work on for the moment.
Benny Baumann seconds something (as there were multiple statements it is
unclear which one, but probably the one from Werner).

The chair states: "As far as I know, yesterday’s motions covered all the
business required, and we may introduce no new business.". Multiple
members agree. Lambert Hofstra, arbitrator of the named arbitration
case, confirms: "I think all motions were covered yesterday"

BrianMcCullough asks a question about the layout of the agenda page and
if this could lead to issues [before arbitration]. Other members explain
the history and that missing parts of the layout (date and time of SGM)
were not available at the time, when the agenda was set, so were not
filled at that time. The arbitrator had reverted the agenda to that
status and had used the according wiki status as refence. So this is
already covered by arbitration. BrianMcCullough accepts those
explanations, and declares to not have an issue if others don't have an
issue with this.

As the wiki page for the SGM agenda was moved around after the SGM
2016-04-09, members point to the new location of the agenda, that was
referenced in the ruling:
https://wiki.cacert.org/SGM/20160409?action=recall&rev=13

LambertHofstra clarifies: "Both SGM 's had the same topics / agenda ,
and you cannot revote on the same topics without informing all members
so there are no topics left IMHO"

GuillaumeRomagny is of the opinion that point 1 and point 4 could be
called. Eva Stöwe states that it is blocked by the "no" on 3 by
sgm2016-04-09.


0.4 Identification of members with voting rights
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Present members are asked to identify themselves by writing "*" in the
channel, to identify present members for the minutes.

0.6 Identify proxies
~~~~~~~~~~~~~~~~~~~~~~~~
The chair decides that in absence of open business points, that there is
no need to calcualte the full proxy list and that the one at the wiki
page can be accepted. - Benny Baumann states that there are differences
between proxis from SGM at 2016-04-09 and this SGM. - Eva Stöwe is aware
about the existence of such difference and that there is a table about
both meetings, linked to the wiki page by the former secretary. - The
chair clarifies that "there may well be differences, but as we have no
substantive motion, there is no need to count them." - BennyBaumann
insists: "if we skip those formalities of identifying proxies we are
open for dispute ..." - the chair declares that he understands his point
and that we move on.

The details of the proxies are left for the minutes.

1. Acceptance of new members
----------------------------
The chair asks if there are new members to accept and that he does not
believe this to be the case. Others believe the same.

The chair states that even if this would be the case, that this business
point would have beeen covered with yesterdays meeting and falls under
the ruling.

2. To consider, and if thought fit, to vote on the following resolutions
-------------------------------------------------------------------------
The chair moves to this business point and declares it to be coverd with
yesterdays meeting, as well.

3. and 4. "RESOLVED to elect a new board." and "To consider, and if
thought fit, accept any nominations from the floor to fill any casual
board vacancies arising. "
-------------------------------------------------------------------------------------------------------------
The chair moves to this business point and declares it to be coverd with
yesterdays meeting, as well.

The chair statest that with no further business points he believes that
the meeting could be closed. He asks if anybody obejcts especially with
business that has to be covered.

Nobody objects, members move to close the meeting, this is seconded
multiple times.

The chair closes the meeting at 11:26:33.

Process for identification of the proxies for sgm 2016-04-10

The following members were identified to have been present in person:

• BennyBaumann

• BrianMcCullough

• ChristianRecktenwald

• DirkAstrath

• EvaStoewe

• GeroTreuner

• GuillaumrRomagny

• IanAlastairRobertson

• IanGrigg

• Karl-HeinzGoedderz

• LambertHofstra

• WernerDworak

1. Step (identify all proxy givers):

• According to the tables at

  • https://wiki.cacert.org/SGM/20160409 and

  • https://wiki.cacert.org/SGM/20160409?action=AttachFile&do=view&target=proxy.ods

• and emails
  • visible on members list or
  • where I was included in the mail to the secretary or
  • which were forwarded propperly to me,
• the following members had enter proxy-mails prior to the SMG in the following order:

The dates/times that were not available in any other manner were verified by asking the current secretary, as their order was relevant for the correct identification of the proxies. (Times - where of relevance - can be found below.)

2. Step (drop all present proxy givers):

From those the following members were present (the whole time), so are not further considered:

• Brian McCullough, Dirk Astrath, Eva Stöwe

3. Step (identify all possible proxies):

The following persons wer named as proxies one or multiple times:

• Ian Grigg (Ian G)
• Etienne Ruedin
• Gero Treuner
• Eva Stöwe
• Dirk Astrath
• Benny Baumann
• Werner Dworak
• Marcus Mängel
• Alex Bahlo
• Philipp Dunkel
• Alex Robertson (Ian Alastair Robertson)
• Lambert Hofstra

4. Step (drop all non-present possible proxies):

From those the following members were not present, so they were dropped:

• Etienne Ruedin, Marcus Mängel, Alex Bahlo, Philipp Dunkel

5. Step (drop all proxies for only present proxy givers):

Lambert Hofstra was only named as possible proxy by Eva Stöwe, As Eva Stöwe was present, Lambert Hofstra was dropped as well.

6. Step (drop all proxy givers for whom no proxy was present):

Philipp Dunkel only had named Etienne Ruedin as possible proxy. As Etienne Ruedin was not present, Philipp Dunkel had no present proxy and was dropped as well.

7. Step (go through proxy mails in order of sending for avialable present proxies):

a) Wed, 6 Apr 2016 07:15:29 -0700 [6 Apr 2016 14:15:29 UTC]
Gregory Gordon Rose: Eva Stöwe
as there was no earlier proxy given to Eva Stöwe, first choice is used
=> Greg Rose (present via Eva Stöwe 1)

b) Thu, 07 Apr 2016 21:13:43 +0200 [7 Apr 2016 19:13:43 UTC]
Tomáš Trnka: Ian Grigg, Etienne Ruedin, Gero Treuner
as there was no earlier proxy given to Ian Grigg, first choice is used
=> Tomáš Trnka (present via Ian Grigg 1)

c) Thu, 7 Apr 2016 15:42:58 -0400 [7 Apr 2016 19:42:58 UTC]
Patrick Pointu: Ian Grigg, Etienne Ruedin, Eva Stowe
as there was only one earlier proxy given to Ian Grigg, first choice is used
=> Patrick Pointu (present via Ian Grigg 2)

d) Thu, 7 Apr 2016 22:36:59 +0200 [7 Apr 2016 20:36:59 UTC]
Matthias Šubik: Ian Grigg, Eva Stowe, Etienne Ruedin
as there were only two earlier proxies given to Ian Grigg, first choice is used
=> Matthias Šubik (present via Ian Grigg 3)

e) Thu, 7 Apr 2016 23:02:25 +0200 [7 Apr 2016 21:02:25 UTC]
Hans Verbeek: Gero Treuner
as there was no earlier proxy given to Gero Treuner, first choice is used
=> Hans Verbeek (present via Gero Treuner 1)

f) Thu, 7 Apr 2016 23:26:11 +0200 [7 Apr 2016 21:26:11 UTC]
Martin Papst: Eva Stowe, Dirk Astrath, Gero Treuner, Etienne Ruedin
as there was only one earlier proxy given to Eva Stöwe, first choice is used
=> Martin Papst (present via Eva Stöwe 2)

g) Thu, 7 Apr 2016 23:34:05 +0200 [7 Apr 2016 21:34:05 UTC]
Benedikt Heintel: Benny Baumann
as there was no earlier proxy given to Benny Baumann, first choice is used
=> Benedikt Heintel (present via Benny Baumann 1)

h) 08.04.2016 um 00:26 Uhr CEST [7 Apr 2016 22:26:58 UTC] [according to
list in wiki, maintained by Etienne, at same position named in table of
Marcus Mängel, verified with current secretary]
Etienne Ruedin: Alexander Bahlo, Dirk Astrath, Gero Treuner
as the first choice is not present, it cannot be used,
as there was no earlier proxy given to Dirk Astrath, second choice is used
=> Etienne Ruedin (present via Dirk Astrath 1)

i) Thu, 7 Apr 2016 19:46:01 -0400 [7. Apr 2016  23:46:01 UTC] 
[By Marcus stated to be before Philipp Dunkel / Tomas Trnka, which was found to be wrong, but would not change anything]
Jeffery Frederick: Eva Stowe
as there were only two earlier proxies given to Eva Stöwe, first choice is used
=> Jeffery Frederick (present via Eva Stöwe 3)

j) Fri, 8 Apr 2016 12:39:19 +1000 [8 Apr 2016 02:39:19 UTC]
Benjamin Ball: Dirk Astrath, Philipp Dunkel, Gero Treuner
as there was only one earlier proxy given to Dirk Astrath, first choice is used
=> Benjamin Ball (present via Dirk Astrath 2)

k) Fri, 08 Apr 2016 15:23:17 +1000 [8 Apr 2016 05:23:17 UTC]
Kevin Dawson: Ian Grigg, Eva Stowe, Alex Robertson, Etienne Ruedin, Gero Treuner
as there were only three earlier proxies given to Ian Grigg, first choice is used
=> Kevin Dawson (present via Ian Grigg 4)
This is the last proxy allowed for Ian Grigg!

l) Thu, 8 Apr 2016 08:54:15 +0200 [8 Apr 2016 06:54:15  UTC] 
[according to current secretary]
Fabian Knopf: Werner Dworak
as there was no earlier proxy given to Werner Dworak, first choice is used
=> Fabian Knopf (present via Werner Dworak 1)

m) Thu, 8 Apr 2016 08:55:18 +0200 [8 Apr 2016 06:55:18 UTC] 
[according to current secretary]
Martin Gummi: Benny Baumann
as there was only one earlier proxy given to Benny Baumann, first choice is used
=> Martin Gummi (present via Benny Baumann 2)

n) Thu, 8 Apr 2016 11:30:45 +0200 [8 Apr 2016 09:30:45 UTC]
Doris Bruckner: Benny Baumann
as there were only two earlier proxy given to Benny Baumann, first choice could be used
=> Doris Bruckner (present via Benny Baumann 3)

o) Thu, 8 Apr 2016 09:39:04 +0000 [8 Apr 2016 09:39:04 UTC]
Andreas Terpotitz: Benny Baumann
as there were only three earlier proxy given to Benny Baumann, first choice could be used
=> Andreas Terpotitz (present via Benny Baumann 4)
This is the last proxy allowed for Benny Baumann!

p) Fri, 8 Apr 2016 11:48:01 +0200 [Apr 2016 09:48:01 UTC]
[by Marcus stated to be before Piers, which can be discussed, Piers had send to mails. But the order in this case does not matter as they do not share a proxy]
Juergen Markus BRUCKNER: Benny BAUMANN (Differnt from SGM 2016-04-09)
as Benny Baumann already has 4 proxies he cannot take another one
as he had not named a valid, present proxy for this meeting, Jürgen Bruckner was not able to participate via proxy

q) Fri, 8 Apr 2016 19:45:53 +1000 [8 Apr 2016 09:45:53 UTC] re-send at:
Fri, 08 Apr 2016 19:56:38 +1000 [8 Apr 2016 09:56:38 UTC]
Piers Lauder: Ian Grigg, Eva Stowe, Etienne Ruedin
as Ian Grigg already has 4 proxies he cannot take another one
as there were only three earlier proxies given to Eva Stöwe, second choice is used
=> Piers Lauder (present via Eva Stöwe 4)
This is the last proxy allowed for Eva Stöwe!

r) Fri, 8 Apr 2016 10:04:18 +0000 [8 Apr 2016 10:04:18 UTC]
Bastiaan Franciscus van den Dikkenberg: Eva Stowe, Dirk Astrath, Gero Treuner, Alexander Bahlo
as Eva Stöwe already has 4 proxies she cannot take another one
as there were only two earlier proxies given to Dirk Astrath, second choice is used
=> Bas Dikkenburg (present via Dirk Astrath 3)

s) Fri, 08 Apr 2016 12:38:51 +0200 [8 Apr 2016 10:38:51 +0200 UTC]
Nico Baggus: Eva Stoewe
as Eva Stöwe already has 4 proxies she cannot take another one
as he had not named a valid, present proxy for this meeting, Nico Baggus was not able to participate via proxy

t) Fri, 8 Apr 2016 10:57:27 +0000 [8 Apr 2016 10:57:27 UTC]
Millis Leonard Miller: Eva Stowe, Dirk Astrath, Gero Treuner, Alexander Bahlo
as Eva Stöwe already has 4 proxies she cannot take another one
as there were only three earlier proxies given to Dirk Astrath, second choice is used
=> Millis Miller (present via Dirk Astrath 4)
This is the last proxy allowed for Dirk Astrath!

8. Step review lists based on membership status, which may have changed

a) possible questions about new member Nico Baggus

As the only named proxy for Nico Baggus was not availalbe, anyway, there was no need to consider this question, futher.

b) possible resignation of Doris Bruckner, Andreas Terpotitz and Jürgen Bruckner

• Doris resign membership at Sat, 9 Apr 2016 19:33:56 +0200
• Jürgen resign membership at Sat, 9 Apr 2016 20:13:01 +0200
• Andreas resign membership at Sat, 9 Apr 2016 23:16:02 +0200

This would not change the order of proxies as either all resignations would have taken effect, or none of them. All of them had named Benny Baumann as their proxy and Benny Baumann was not named as a proxy after them.

The statutes state:

4 Cessation of membership
A person ceases to be a member of the association if the person:
(a) dies, or
(b) resigns membership, or
(c) is expelled from the association, or
(d) has accumulated three years of unpaid membership fees.

and further

7 Resignation of membership
(1) A member of the association is not entitled to resign that membership except in accordance with this rule.
(2) A member of the association may resign from membership of the association by giving to the secretary written or digitally signed email notice to resign. On acceptance of the resignation, the  member ceases to be a member. Acceptance may only be delayed under rule 11.
(3) If a member of the association ceases to be a member under clause
(2), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

So the resignation from membership has to be accepted [by the association represented by board or maybe a GM where this is part of the business]

Board could not accept the resignations between 2016-04-09 and 2016-04-10 as they could not have held a board-meeting at that time, as that would have required a 48h notice before. As board was not installed even 24h this was not possible at the time of the SGM 2016-04-10.

While there was a SGM taking place, the agenda did not include the acceptance of new members and new business is not allowed to be added to a SGM.

So it seems as if CAcert Inc was not able to accept the resignation of those members at that time. (So the acceptance also could not have been delayed at that time, as well.)

As the association rules 7 (2) states that the time of acceptance is relevant for the cessation of membership, Doris, Andreas and Jürgen were members at the time of the meeting. Their resignation did not take effect at this time.

It seems that none of them had reverted their proxies. Even as they possibly had lost interest in participating at the meeting, they would have had to express this via their proxy holder (for example by him not voting with the proxy).

==> So the list of above proxies does not seem to be affected by joining or leaving members.

Greg Rose (present via Eva Stöwe 1)
Tomáš Trnka (present via Ian Grigg 1)
Patrick Pointu (present via Ian Grigg 2)
Matthias Šubik (present via Ian Grigg 3)
Hans Verbeek (present via Gero Treuner 1)
Martin Papst (present via Eva Stöwe 2)
Benedikt Heintel (present via Benny Baumann 1)
Etienne Ruedin (present via Dirk Astrath 1)
Jeffery Frederick (present via Eva Stöwe 3)
Benjamin Ball (present via Dirk Astrath 2)
Kevin Dawson (present via Ian Grigg 4)
Fabian Knopf (present via Werner Dworak 1)
Martin Gummi (present via Benny Baumann 2)
Doris Bruckner (present via Benny Baumann 3)
Andreas Terpotitz (present via Benny Baumann 4)
Piers Lauder (present via Eva Stöwe 4)
Bas Dikkenburg (present via Dirk Astrath 3)
Millis Miller (present via Dirk Astrath 4)

The following members were not present in person but had declared at least one proxy for the meeting but none of their named proxies were available and/or present at the SGM:

• Philipp Dunkel, Jürgen Bruckner, Nico Baggus.

Plese note: the evaluation done in the above proxy identification was done by the person who prepared the minutes. Even if accepted by the GM, they are not binding on arbitration.

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• CategoryCAcertInc

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