Annual General Meeting 2010-01-30
This is the wiki record of the Annual General Meeting 20100130 for the period June 2008 to July 2010.
Minutes written, but not accepted as yet.
Preparation Page includes all notes about motions, voting, elections, etc, up to the meeting.
Agenda
Amended Agenda Due to an oversight the secretary did not include the special resolution "SGM Call Size" int the notification. It has been ammended here as well as the an urgent business item to accept that item into the agenda.
Meeting is chaired by Nick Bebout
- Meeting Administration
- Identification of members with voting rights
- Identification and acceptance of new members
Urgent Business (Acceptance of SGM Call Size into the agenda)
- Ratification of Minutes
Presentation of Annual Reports - Annual Report 2009 for Download Format: .pdf - Size: 13.5 MB
- Presentation of Executive Report
- Presentation of Financial Report
- Presentation of Team Reports
- Critical Systems Report
- Education Team Report
- Events Team Report
- Assurer Training Report
- Arbitration Report
- Software Team Report
- Policy Team Report
- Presentation of Member Reports
- Alexander Prinsier
- Daniel Black
- Andreas Bäß
- Secretary Annual Report
- Special Resolutions
- Ordinary Resolutions
- Committee Elections
Special Resolutions
Internal Dispute Resolution
It is resolved that the rules of the incorporated association be amended as follows:
By inserting the following additional definitions at rule 1(1):
a Policy means a reference to the Policies of the Community duly passed to at least DRAFT under CAcert Community's Policy on Policy a Certificate Authority is an entity that issues digital certificates for use by other parties
By deleting rule 11, and inserting in its place:
11. Resolution of internal disputes (1) Disputes between members (in their capacity of members) of the association and disputes between members and the association, are to be dealt with in accordance with the association's Dispute Resolution Policy.
By deleting clause 7(2), and inserting in its place:
(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.
Membership Qualifications
It is resolved that the rules of the incorporated association be amended as follows:
By inserting the following additional definitions at rule 1(1):
a Policy means a reference to the Policies of the Community duly passed to at least DRAFT under CAcert Community's Policy on Policy
By deleting rule 2 and rule 3, and inserting in its place:
2. Membership Qualifications
(1) A person is qualified to be a member of the association if, but only if:
(a) the person is a person referred to in section 15(1) (a), (b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act, or
(b) the person is a natural person:
(i) who subscribes to the objects of the association, and
(ii) who is, at the time of application, an Assurer, within the meaning of the Assurance Policy, or has received approval from the committee to dispense with this requirement, and
(iii) who has not previously been expelled from the association, unless approved by a motion at a general meeting of the association.
3. Application for membership
(1) An application of a person for membership of the association must be made:
(a) in writing or digitally signed email to the secretary, in the form set out in Appendix 1 to these rules, or
(b) in any other such manner determined by the committee from time to time.
(2) As soon as practicable after receiving a membership application, the secretary must cause to be checked that the proposed member:
(a) is an Assurer within the meaning of the Assurance Policy, and
(b) is not an expelled member of the association.
(3) If the secretary cannot be satisfied as to the applicant’s qualifications pursuant to rule 2, the secretary must, as soon as practicable, refer the application to the committee to determine whether to approve or reject the application.
(4) A membership application referred to the committee under these rules must:
(a) be considered as soon as practicable, and
(b) be approved if the application complies with Rule 2 of these rules.
(5) As soon as practicable after the secretary or committee makes a determination as to the application, the secretary must notify the applicant in writing or by digitally signed email, that:
(a) the application was approved or rejected (whichever is applicable); and
(b) if the application was rejected the reasons relied upon in doing so
(6) The secretary must, on approval of a membership application, enter the applicant's name in the register of members and, on the name being so entered, the nominee becomes a member of the association.By deleting rule 9, and inserting in its place:
9. Fees and subscriptions Members of the association are not required to pay an admission or annual fee.
By deleting rule 33(5).
By deleting the remainder of Appendix 1 of the rules after the first occurrence of "Date……………………………………………".
SGM Call Requirements
It is resolved that the rules of the incorporated association be amended as follows:
By deleting rule(26)(2) and inserting in its place:
(2) The committee must, on the requisition in writing or by digitally signed email, of at least 5 per cent of the total number of members or 20 members, whichever is less, convene a special general meeting of the association.
By deleting the word "Five" from rule 28(2) and inserting "Fifteen".
SGM Call Size
It is resolved that the rules of the incorporated association be amended as follows:
By inserting rule 26(2a) below into the rules of association:
(2a) In addition to the requirements of 26(2) the minimum number of members required to request a special general meeting of the association must be at least ten. If there are less than fifteen members in the association the number of members required to request a special general meeting of the association must be at least five.
Member Liabilities
It is resolved that the rules of the incorporated association be amended as follows:
By deleting rule 10, and inserting in its place:
10. Members' liabilities No member of the association is liable to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of winding up the association.
Conflicts of Interest ( Variant A )
It is resolved that the rules of the incorporated association be amended as follows:
By deleting rule 6, and inserting in its place:
6. Conflict of Interest Register (1) The secretary must establish and maintain a register of conflicts of interest of members of the association, specifying the name of the member, the nature of the conflict of interest, and the date so recorded. (2) A member is taken to have a conflict of interest in the event of becoming employed, contracted to or gaining any pecuniary interest in any entity that is engaged in a for-profit business of: (i) operating a Certificate Authority, or (ii) reselling services operated by a Certificate Authority (3) A member that has a conflict of interest must disclose immediately to the secretary the date the conflict commenced, the nature of the conflict and the names of any other parties to the conflict of interest. (4) A member who previously made a disclosure in accordance with these rules must notify the secretary in the event of there no longer being a conflict of interest. (5) The secretary must, on receipt of a notification in accordance with clause (2) or (3) of this rule, cause that notification to be recorded in the register of conflicts of interest. (6) Whilst ever a conflict of interest exists, that member may not vote on any matter.
By appending the following to rule 19:
, or (h) makes, or is required to make a notification to the secretary under rule 6.
Conflicts of Interest ( Variant B )
It is resolved that the rules of the incorporated association be amended as follows:
By deleting rule 6, and inserting in its place:
6. Conflict of Interest Register (1) The secretary must establish and maintain a register of conflicts of interest of members of the association, specifying the name of the member, the nature of the conflict of interest, and the date so recorded. (2) A member is taken to have a conflict of interest in the event of becoming employed, contracted or obliged in other ways to any organization in the business of: (i) operating a Certificate Authority, or (ii) reselling services operated by a Certificate Authority, or (iii) maintaining national security (internally or externally), or (iv) any activity the committee views as in conflict with the principles of CAcert. Such activities must be publicized by the committee to the membership before taking effect. (3) A member that has a conflict of interest must disclose immediately to the secretary the date the conflict commenced, the nature of the conflict and the names of any other parties to the conflict of interest. (4) A member who previously made a disclosure in accordance with these rules must notify the secretary in the event of there no longer being a conflict of interest. (5) The secretary must, on receipt of a notification in accordance with clause (2) or (3) of this rule, cause that notification to be recorded in the register of conflicts of interest. (6) Whilst ever a conflict of interest exists, that member may not vote on any matter.
By appending the following to rule 19:
, or (h) makes, or is required to make a notification to the secretary under rule 6.
Committee Size Increase
It is resolved that the rules of the incorporated association be amended as follows:
By deleting rule 15(1)(b) and inserting in its place:
(b) 6 ordinary members,
By deleting rule 21(5) and inserting in its place:
(5) Any 5 members of the committee constitute a quorum for the transaction of business of a meeting of the committee.
Ordinary Business Notification
It is resolved that the rules of the incorporated association be amended as follows:
By deleting clause 27(1), and inserting in its place:
(1) Except if special resolutions under rule 32 are proposed, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
By deleting clause 27(2), and inserting in its place:
(2) If special resolutions under rule 32 are proposed, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying the intention to propose the resolutions as special resolutions, and include any ordinary business received at that time. The secretary may, no later than 14 days before the date, update the notice to include additional ordinary business duly received.
Committee Elections
It is resolved that the rules of the incorporated association be amended as follows:
By inserting the following at the end of rule 16:
(7) Early Ballots may be made with digitally signed email to the secretary, or using other usual and proper methods as the committee may direct. Early ballots must be accepted from fourteen days prior to, and up to one hour before the meeting, and be accepted with signed email.
By deleting clause 33(3) and inserting in its place:
(3) Early votes may be made with digitally signed email to the secretary, or using other usual and proper methods as the committee may direct. Early votes must be accepted from fourteen days prior to, and up to one hour before the meeting, and be accepted with signed email.
Committee Business
It is resolved that the rules of the incorporated association be amended as follows:
By inserting, at the end of rule 23, the following:
23a Ballot methods (1) Questions may be put by any member of the committee outside of a meeting by circulating the question to all board members by digitally signed email to a mailing list containing all members of the committee. (2) A question circulated by way of rule 23A(1) is taken to have been received by all committee members 48 hours after transmission or such other period as may be unanimously agreed on by the members of the committee. (3) A question so put under this rule shall be voted on by digitally signed email to the committee mailing list, or by any other method deemed unanimously acceptable to the members of the committee. (4) A question put under this rule must be held open for votes for 72 hours following deemed receipt of the question in clause (2), or until such time as all members of the committee have voted, whichever is the sooner. (5) A question is not resolved unless it is voted on by at least as many members as would be required to constitute a quorum under rule 21(5). 23b Open and transparent governance (1) The committee must, except as provided in this rule, cause any and all business transacted by it to be published on the association's website. (2) The committee may, by its own motion, close its deliberations to the public, restrict access to any document, or do any other thing as necessary for the proper administration of the association. (3) In the event of the use of rule 23B(2), the committee must record and publicly disclose the reasons for its decision.
By deleting rule 23(6).
Member Cost Reimbursement
It is resolved that the rules of the incorporated association be amended as follows:
By deleting the words "and any member who consequently incurs expenses is entitled to be reimbursed by the association for any expense so incurred" from rule 26(5).
Payment Signatories
It is resolved that the rules of the incorporated association be amended as follows:
By deleting clause 37(2) and inserting in its place:
(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.
By inserting clause 37(3):
(3) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by a designated representative of the committee, being a member or employee of the association, duly approved to the task of operating a financial facility by the committee.
By deleting clause 18(a) and inserting in its place:
(a) that all money due to the association is collected and received, that all payments authorized by the association are made and that correct operation of the association's financial facilities is maintained, and
Ordinary Resolutions
Cost of Payment Facilities
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.
Financial Disclosure
It is resolved that the committee discloses all financial transactions in an anonymized way.