. '''Back to [[AGM|AGM Overview]]''' - '''AGM 2011-11-27''' . '''To [[AGM/AGM20110227|AGM 2011-02-27]]''' - '''To [[SGM/SGM20110403|SGM 2011-04-03]]''' - '''To [[SGM/SGM20110508|SGM 2011-05-08]]''' ---- = Annual General Meeting 2010-2011 = This is the discussion page for the next AGM covering the FY 2010/2011. This page is used to refer to discussions happening around the proposed business. * See [[AGM/AGM20110227|last AGM history]] for the discussion surrounding '''the last AGM''' this February. * See [[AGM/AGM20110227/Preparation|last AGM preparation page]] for some examples. == When == . '''Motion: that we hold our Annual General Meeting for the Financial Year 2010/2011 on November 27th, 2011, 21:00 UTC [[https://community.cacert.org/board/motions.php?motion=m20110918.3|carried.]]''' . motion from [[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20110918|board meeting 2011-09-18]] . See when [[http://www.timeanddate.com/worldclock/fixedtime.html?day=27&month=11&year=2011&hour=21&min=00&sec=0|27th November 2011, 21:00 UTC is in your timezone]]. == Report Works-in-Progress == Note any reports from the Community and Teams to the Association here: * [[AGM/TeamReports/2011]] (look [[AGM/TeamReports|here]] for examples) * [[AGM/MembersReports/2011]] (look [[AGM/MembersReports|here]] for examples) * [[AGM/BoardReport/2011]] is the Board's description of the year * [[AGM/Diary/2011]] is the list of major events . including * [[SGM/SGM20110403|SGM-20110403]] and [[SGM/SGM20110403#Minutes|minutes]] * [[SGM/SGM20110508|SGM-20110508]] and [[SGM/SGM20110508#Minutes|minutes]] * [[AGM/AGM20110227#Minutes|AGM 2011-02-27 minutes]] * [[AGM/FinancialReport/2011]] is the financial summary required == Agenda == 1. Meeting Administration 1. Who is making minutes? 1. Identification of members with voting rights 1. Identify proxy votes 1. Identification and acceptance of new members 1. Urgent Business (Acceptance of addtl. resolution into the agenda)? 1. Ratification of Minutes 1. Annual General Meeting 2011-02-27 1. Special General Meeting 2011-04-03 1. Special General Meeting 2011-05-08 1. Presentation of Annual Reports - '''link''' 1. Presentation of Executive Report 1. Presentation of Financial Report 1. Presentation of Team Reports 1. Presentation of Member Reports 1. Secretary Annual Report 1. Special Resolutions 1. [[#AssAct2009compliance|Replace Association Act 1984 Links with Accociation Act 2009 Links within current CAcert Inc rules (Make CAcert Inc Rules compliant to Accociation Act 2009)]] 1. [[#CorrectError13-1|Correct Error 13.1]] 1. [[#DeleteCommonSeal|Delete Common Seal]] --(5. Ordinary Resolutions)-- 1. Committee Elections == Nominations for Member of the Committee == At each next AGM, the committee ("Board") is dissolved and a new one is elected. A new Committee should be formed for the term that follows the AGM, up to the next AGM, where the same procedure applies. Acceptance: {0} pending, {+} accepted, {-} declined ||Name ||Nominated by ||Seconded by ||Accepted || C ||Comments and link || ||''Dirk Astrath'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00012.html|Ulrich Schroeter]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00013.html|Raoul Xavier Boerlage]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00015.html|Bas van den Dikkenberg]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00016.html|Benny Baumann]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00017.html|Guillaume ROMAGNY]]'' || {g} ''rcvd by Secretary'' || DE || || ||''MarioLipinski'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00012.html|Ulrich Schroeter]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00013.html|Raoul Xavier Boerlage]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00016.html|Benny Baumann]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00017.html|Guillaume ROMAGNY]]'' || {0} ''link to post'' || DE || || ||''[[Piers Lauder]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00012.html|Ulrich Schroeter]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00017.html|Guillaume ROMAGNY]]'' || {g} ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00023.html|accepted]]'' ||<#ffff80> AU || ''link to wiki page?'' || || ''[[Iang|Ian Grigg]]'' || [[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00010.html|Raoul Xavier Boerlage]] ''x^1^'' || ''link to post'' || {r} ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00018.html|declined]]'' ||<#ffff80> AU || ''link to wiki page?'' || || ''[[LambertHofstra|Lambert Hofstra]]'' || [[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00011.html|Raoul Xavier Boerlage]] ''x^1^'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00014.html|Guillaume ROMAGNY]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00015.html|Bas van den Dikkenberg]]'' || {0} ''link to post'' || NL || ''link to wiki page?'' || || ''Peter Yuill'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00017.html|Guillaume ROMAGNY]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00021.html|Benedikt Heintel]]'' || {0} ''link to post'' ||<#ffff80> AU || ''link to wiki page?'' || || ''[[AlexanderPrinsier|Alexander Prinsier]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00017.html|Guillaume ROMAGNY]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00021.html|Benedikt Heintel]]'' || {0} ''link to post'' || BE || ''link to wiki page?'' || || ''[[Community/HomePagesMembers/JefferyFrederick|Jeffery Frederick]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00025.html|Ulrich Schroeter]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00028.html|Marcus Maengel]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00029.html|Guillaume ROMAGNY]]'' || {g} ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00027.html|accepted]]'' || US || ''link to wiki page?'' || ||''Name here'' || ''link to post'' ||''link to post'' ||''link to post'' || XX || ''link to wiki'' || ''x^1^)'' sent by unsigned email Nominations for board directors should be sent to the Secretary (secretary at cacert) in signed email. CC to the cacert-board at cacert. Also, if you want someone to second your nomination, CC that person. After the election, [[AGM/NewBoardCheckList|Checklist for new Board]]. * [2011-11-20] Nomination deadline passed with 3 candidates nominated, seconded and accepted * [[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20111120|Decision at board meeting 2011-11-20]] to open a new table for potential candidates to be called from the floor at the upcoming AGM || ''[[MichaelTänzer|Michael Taenzer]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00031.html|Marcus Maengel]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00032.html|Guillaume ROMAGNY]]'' || {0} ''link to post'' || DE || ''link to wiki page?'' || === Results === {{{ (23:26:19) - Piers Lauder - Dirk Astrath - Jeffrey Frederick - Michael Taenzer - RaoulXavierBoerlage - WernerDworak - TomasTrnka }}} == Ordinary Resolutions == A member may propose a resolution in a general meeting. Members must be notified 14??? days in advance of the motions, in a call for a general meeting. The following (ordinary) resolutions will be / have been proposed: ||''Item'' ||''Title on Agenda'' ||''Call Mail'' ||''Discussion'' || ''Result'' || || ''from agenda'' || ''words'' || ''link to member's request'' || ''link to wiki'' || ''Result'' || == Special Resolutions -- Rule Changes == A member may propose a change to the rules, to be voted as a special resolution in a general meeting. Members must be notified 21 days in advance of the motions, in a call for a general meeting. The following special resolutions will be / have been proposed: <> <> <> ||''Item'' ||''Title on Agenda'' ||''Call Mail'' ||''Discussion Page'' || || || y.1 || Correct Error 13.1 || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00000.html|call to secretary 2011-11-02]]'' || [[AGM/RuleChange/CorrectError-13.1]] || {g} '''CARRIED''' || || y.1 || Delete Common Seal || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00001.html|call to secretary 2011-11-02]]'' || [[AGM/RuleChange/DeleteCommonSeal]] || {g} '''CARRIED''' || || y.1 || Replace Association Act 1984 Links with Accociation Act 2009 Links within current CAcert Inc rules (Make CAcert Inc Rules compliant to Accociation Act 2009) || ''[[https://lists.cacert.org/wws/arc/cacert-members/2011-11/msg00004.html|call to secretary 2011-11-03]]'' || [[AGM/RuleChange/FixAssActLinks]] || {g} '''CARRIED''' || || ''from agenda'' || ''words'' || ''link to member's request'' || ''link to wiki'' || || * See [[AGM/AGM20100130/Preparation|last AGM preparation page]] for some failed resolutions that could be updated. || /!\ '''NOTE:''' /!\ || || There is a difficulty in proposing special resolutions to change the rules for this and future upcoming GMs. || || Because the Associations Act 2009 is ''now in effect,'' the current set of rules are ''deemed by OFT to be in compliance with the Act.'' So we need do nothing right now. || || However, any attempt to submit new rules will be rejected ''unless the new rules are in fact in compliance with the Act''. || == Administration == For the Secretary? || start the ball rolling || 1st meeting in July 2011 || || check the register of members || || || call for payments, to bring all members up to full standing || {g} || || prepare a call || {g} || || anticipated date: end October / start November? || 2011-11-27 || || announce date, for notification || {g} 2011-11-13 || || announce date, for resolutions || {g} 2011-11-13 || || announce date, for special resolutions || {g} 2011-11-06 || || announce date for nominations || 2011-11-20 || || send out call || {g} 2011-11-04, 2011-11-06 || || proxys deadline || 2011-11-26 || == References == * Association Act 1984 (Old one) * 26 Annual general meeting * 26(6) {{{ (6) At the annual general meeting of an incorporated association, the committee of the association shall submit to members of the association a statement which is not misleading and which gives a true and fair view of the following: (a) the income and expenditure of the association during its last financial year, (b) the assets and liabilities of the association at the end of its last financial year, (c) the mortgages, charges and other securities of any description affecting any of the property of the association at the end of its last financial year, (d) in respect of each trust of which the association was trustee during a period, being the whole or any part of the last financial year of the association: (i) the income and expenditure of the trust during that period, (ii) the assets and liabilities of the trust during that period, and (iii) the mortgages, charges and other securities of any description affecting any of the property of the trust at the end of that period. }}} * Association Act 2009 (New one) * 37 General meetings * 37 is divided in 4 subsection + addtl. paragraphs * 38 Voting generally * 39 Voting on special resolutions * 40 Association not to provide pecuniary gain for its members * 41 Where name must appear * old 26(6) probably refers to Part 5 – Financial reporting * Division 1 – Tier 1 associations * 42 Application of Division * Division 2 – Tier 2 associations (CAcert Inc is a Tier 2 association, see [[http://www.fairtrading.nsw.gov.au/Cooperatives_and_associations/Associations/Statutory_and_reporting_obligations.html#Financial_reporting|Financial Reporting for Tier 1 and Tier 2 Associations]] ) {{{ Larger, or Tier 1 associations, whose gross receipts exceed $250,000 or current assets exceed $500,000 are required to submit audited financial statements each year to the members at the AGM. Smaller, or Tier 2 associations are required to submit a summary of their financial affairs to the AGM. }}} * 46 Application of Division * 47 Financial statements * 48 Submission of financial statements to AGM * 49 Lodgment of summary with Director-General {{{ 48 Submission of financial statements to AGM At each annual general meeting of a Tier 2 association, the association's committee must cause the association's financial statements for the previous financial year to be submitted to the meeting. Maximum penalty: 5 penalty units. }}} === New CAcert Inc Rules as of 2011-11-27 === [2011-11-27, UlrichSchroeter] * 3 Rules changes CARRIED by AGM 2011-11-27 * added to new rules under [[https://svn.cacert.org/CAcert/CAcert_Inc/By-Laws/CAcert-Rules-of-Association-20111127.pdf|CAcert Inc rules as of 2011-11-27]] === Logfiles === * [[https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20111127/AGM-2011-11-27-log-irc-channel-agm.txt]] * [[https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20111127/AGM-2011-11-27-log-irc-channel-vote.txt]] <> == Minutes of AGM 2011-11-27 == === 1. Meeting Administration === The AGM was held on 2011-11-27 via IRC. || Attendees || 32 members || || Proxies || 3 proxy votes || Opened and chaired by the president Lambert Hofstra at 20:10 UTC ==== 1.1 Who is making minutes? ==== Piers Lauder will make the minutes for the meeting. ==== 1.2 Identification of members with voting rights ==== Mario Lipinski confirmed by "voicing" that members were "voiced" and entitled to vote. ==== 1.3 Identify proxy votes ==== The proxies for the meeting are: || ''Member holding proxy'' || ''Members entitled to vote, not present'' || || Wytze van der Raay || Gary Lee Adams || || Lambert Hofstra || Gary Lee Adams || || Marcus Mängel || Marc Hofmann || || Ulrich Schröter || Jeffery Scott Frederick || || Marcus Mängel || Jeffery Scott Frederick || * Voting rules are announced to the audience ==== 1.4 Agenda ==== Agenda presented: We'll use the following agenda: 1. Identify members entitled to vote, present proxies list. (Done.) 1. Confirm the minutes of the * annual general meeting 2011-02-27, * special general meeting 2011-04-03, * special general meeting 2011-05-08. 1. Report of the Committee on the activities during the financial year July 2010 to June 2011. 1. Receiving and considering the statement which is required to be submitted to members under section 26(6) of the act. 1. Election of office-bearers of the association and ordinary members of the committee. 1. Special Resolution: rule change. Make CAcert Inc. rules Association Act 2009 compliant (*). By Ulrich Schröter. 1. Replace Association Act 1984 Links with Accociation Act 2009 Links within current CAcert Inc 1. Special resolution: rule change. Delete Common Seal (39) (*). By Ulrich Schröter 1. Special resolution: rule change. Correct Error (13.1) (*). By Ulrich Schröter (13.1 refers to rule 11 not rule 12. As it talks about a a right of an appeal against a resolution of the committee this would indicate it is referring to Rule 12.) === 2. Ratification of Minutes === ==== 2.1 Confirm the minutes of the Annual General Meeting 2011-02-27 ==== <> ''Motion: Accept AGM minutes'' . result by visual count: * 25 Aye * 5 Abstain . CARRIED ==== 2.2 Confirm the minutes of the Special General Meeting 2011-04-03 ==== <> ''Motion: for acceptance of the SGM minutes of April 2011: [[https://wiki.cacert.org/SGM/SGM20110403#Minutes]]'' . VoteBot result: * AYE: 24 * NAYE: 0 * ABSTAIN: 8 . CARRIED ==== 2.3 Confirm the minutes of the Special General Meeting 2011-05-08 ==== <> ''Motion: Accept SGM minutes of May 2011: [[https://wiki.cacert.org/SGM/SGM20110508#Minutes]]'' . VoteBot result: * AYE: 25 * NAYE: 0 * ABSTAIN: 5 . CARRIED === 3 Report of the Committee on the activities during the financial year July 2010 to June 2011 === Board [[https://wiki.cacert.org/AGM/BoardReport/2011|report]] mailed too recently for many members to have had time to read it. Suggestion made to re-order agenda to allow members time to read it, returning to Board report after dealing with Financial report. * Questions answered from the floor: * Q: Who is author of the report * A: Lambert Hofstra * Q: Is the Public Officer also board member * A: No. (Relevant sentence in report to be corrected.) === 4 Receiving and considering the statement which is required to be submitted to members under section 26(6) of the act. === * Questions from the floor: * Q: There is an order-of-magnitude drop in advertising income - what is current status of advertising? * A: There were only ever one or two links for advertising. If the number fluctuates to zero then there is a substantial loss of income. <> ''Motion: Accept the finance report ([[https://wiki.cacert.org/AGM/FinancialReport/2011]])'' . VoteBot result: * AYE: 24 * NAYE: 0 * ABSTAIN: 8 . CARRIED === Board report (revisited) === President states that the Board report can be voted but not sure what it would mean if it is not accepted. Noted that noone is against the Board report. === 5 Election of office-bearers of the association and ordinary members of the committee. === President states that only three board nominees have accepted, and are thus taken as elected. Michael Tänzer nominated and seconded from the floor, who then accepts. Raoull Xavier Boerlage offers to stand, and is then nominated and seconded from the floor. Werner Dworak nominated and seconded from the floor, who then accepts. Mario Lipinski agrees to continue for another year. Tomas Trnka nominated and seconded from the floor, who then accepts. Mario Lipinski then declines to continue. President announces that there are now seven Board members, and no voting is necessary: {{{ - Piers Lauder - Dirk Astrath - Jeffrey Frederick - Michael Taenzer - Raoul Xavier Boerlage - Werner Dworak - Tomas Trnka }}} Noted: that there is only one AU resident on board, so that two other AU members will need to be co-opted. === 6. Special Resolutions - Make CAcert Inc. rules Association Act 2009 compliant === As the special resolutions are a set to bring the rules in line, the chair proposed a vote on the set, and not on individual changes. For the record, the set of changes is: {{{ - Replace Association Act 1984 Links with Accociation Act 2009 Links within current CAcert Inc - Special resolution: rule change. Delete Common Seal (39) (*). By Ulrich Schröter - Special resolution: rule change. Correct Error (13.1) (*). By Ulrich Schröter (13.1 refers to rule 11 not rule 12. As it talks about a a right of an appeal against a resolution of the committee this would indicate it is referring to Rule 12.) (*) [[https://wiki.cacert.org/AGM/RuleChange/FixAssActLinks]] }}} <> ''Motion: Accept the three changes to the association rules proposed (delete common seal, fix reference for appeal, association act references)'' . VoteBot result: * AYE: 30 * NAYE: 0 * ABSTAIN: 1 . CARRIED === 7. Meeting closure === After about 1 1/2 hours the AGM was closed at 21:42 UTC by the chair. === 8. Motions within AGM === || [[#agm20111127.1|agm20111127.1 - Confirm the minutes of the Annual General Meeting 2011-02-27]] || {g} CARRIED || || [[#agm20111127.2|agm20111127.2 - Confirm the minutes of the Special General Meeting 2011-04-03]] || {g} CARRIED || || [[#agm20111127.3|agm20111127.3 - Confirm the minutes of the Special General Meeting 2011-05-08]] || {g} CARRIED || || [[#agm20111127.4|agm20111127.4 - Accept the finance report]] ([[AGM/FinancialReport/2011|https://wiki.cacert.org/AGM/FinancialReport/2011]]) || {g} CARRIED || || [[#agm20111127.5|agm20111127.5 - Accept the three changes to the association rules proposed (delete common seal, fix reference for appeal, association act references)]] || {g} CARRIED || ---- . [[CategoryCAcertInc]] . [[AGM/Next/templateAGMNext]]