. '''Back to [[AGM|AGM Overview]]''' - '''[[AGM/AGM20111127|AGM 2011-11-27]]'''
----
= Annual General Meeting 2011-2012 =
This is the discussion page for the next AGM covering the FY 2011/2012. This page is used to refer to discussions happening around the proposed business.
* See [[AGM/AGM20111127|last AGM history]] for the discussion surrounding '''the last AGM''' last year November.
== When ==
. '''Motion: that we hold our Annual General Meeting for the Financial Year 2011/2012 on 2012-11-25 21:00 UTC [[https://community.cacert.org/board/motions.php?motion=m20121017.2|m20121017.2]]'''
. motion from [[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20121007|board meeting 2012-10-07 ]]
. See when [[http://www.timeanddate.com/worldclock/fixedtime.html?day=25&month=11&year=2012&hour=21&min=00&sec=0|2012-11-25 21:00 UTC is in your timezone]].
== Reports ==
Note any reports from the Community and Teams to the Association here:
* [[AGM/TeamReports/2012]] (look [[AGM/TeamReports|here]] for examples)
* [[AGM/MembersReports/2012]] (look [[AGM/MembersReports|here]] for examples)
* [[AGM/BoardReport/2012]] is the Board's description of the year
* [[AGM/Diary/2012]] is the list of major events
. including
* [[AGM/AGM20111127#Minutes|AGM 2011-11-27 minutes]]
* [[AGM/FinancialReport/2012]] is the financial summary required
=== CAcert Annual Report 2012 (compiled) ===
* [[AGM/AGM20121125/CAcert_Annual_Report_2012]]
== 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 2011-11-27
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. 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/2012-10/msg00002.html|Marcus Mängel]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00007.html|UlrichSchroeter]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00001.html|Guillaume ROMAGNY]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00004.html|Benedikt Heintel]]'' || {+} || DE || ''link to wiki'' ||
||''Jeffrey Frederick'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00002.html|Marcus Mängel]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00007.html|UlrichSchroeter]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00001.html|Guillaume ROMAGNY]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00004.html|Benedikt Heintel]]'' || {-} ''[[https://lists.cacert.org/wws/arc/cacert-board-private/2012-11/msg00029.html|declined due to personal circumstances]]'' || US || ''link to wiki'' ||
||''Michael Tänzer'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00002.html|Marcus Mängel]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00007.html|UlrichSchroeter]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00001.html|Guillaume ROMAGNY]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00004.html|Benedikt Heintel]]'' || {+} ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00000.html|Michael Tänzer]]'' || DE || ''link to wiki'' ||
||''Werner Dworak'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00002.html|Marcus Mängel]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00007.html|UlrichSchroeter]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00001.html|Guillaume ROMAGNY]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00004.html|Benedikt Heintel]]'' || {+} ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00002.html|Werner Dworak]]'' || DE || ''link to wiki'' ||
||''Tomas Trnka'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00003.html|Marcus Mängel]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00008.html|UlrichSchroeter]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00004.html|Benedikt Heintel]]'' || {+} || CZ || ''link to wiki'' ||
||''Kevin Dawson'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00009.html|UlrichSchroeter]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-board/2012-10/msg00049.html|David McIlwraith]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00001.html|Guillaume ROMAGNY]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00004.html|Benedikt Heintel]]'' || {+} ||<#ffff80> AU || ''link to wiki'' ||
||''Sven Andriske'' || ''[[https://lists.cacert.org/wws/arc/cacert-board/2012-11/msg00000.html|David McIlwraith]]'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00025.html|Werner Dworak]]'' || {+} ''[[https://lists.cacert.org/wws/arc/cacert-board/2012-11/msg00021.html|Sven Andriske]]'' ||<#ffff80> AU || ''link to wiki'' ||
||''Peter Yuill'' || ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00020.html|Werner Dworak]]'' ||''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00021.html|Marcus Mängel]]'', ''[[https://lists.cacert.org/wws/arc/cacert-members/2012-11/msg00022.html|Martin Gummi]]'',''[[https://lists.cacert.org/wws/arc/cacert-board/2012-11/msg00080.html|David McIlwraith]]'' || {+} ||<#ffff80> AU || ''link to wiki'' ||
||''Name here'' || ''link to post'' ||''link to post'' ||''link to post'' || XX country code || ''link to wiki'' ||
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]].
== 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'' || ||
|| ''from agenda'' || ''words'' || ''link to member's request'' || ''link to wiki'' || ||
* See [[AGM/AGM20111127/Preparation|last AGM preparation page]] for some examples.
== Administration ==
For the Secretary?
|| Action || Fix Date || When done? || Remarks ||
|| start the ball rolling || 1st meeting in July 2012 || || all within 6 months by end of Financial Year (24.2) ||
|| check the register of members || || || 3 weeks before the date fixed AGM ||
|| call for payments, to bring all members up to full standing || {r} || || 3 weeks before the date fixed AGM ||
|| anticipated date: end October / start November? || 2012-11-25 {g} || 2012-10-07 || ~2 months before the date fixed AGM ||
|| prepare a call || until 2012-11-04 {g} || [[https://lists.cacert.org/wws/arc/cacert-members/2012-10/msg00001.html|2012-10-24]] || 4-3 weeks before the date fixed AGM ||
|| announce date, for notification || until 2012-11-04 {g} || 2012-10-24 || 3 (2) weeks before the date fixed AGM (27.1, 27.2) ||
|| announce date, for special resolutions || until 2012-11-04 {g} || no special resolutions announced || 3 weeeks before the date fixed AGM (27.2) ||
|| announce date, for resolutions || until 2012-11-11 {g} || no ordinary resolutions announced || 2 weeks before the date fixed AGM (27.1) ||
|| announce date for nominations || until 2012-11-18 {r} || || 7 days before the date fixed AGM (16.1(b)) ||
|| early ballots || starting 2012-11-11 {0} <
>until<
>[[http://www.timeanddate.com/worldclock/fixedtime.html?day=25&month=11&year=2012&hour=20&min=00&sec=0|2012-11-25 20:00 UTC is in your timezone]] || || 14 days before the date fixed AGM until 1 hour before the AGM starts (16.7) ||
|| proxys deadline || until [[http://www.timeanddate.com/worldclock/fixedtime.html?day=24&month=11&year=2012&hour=21&min=00&sec=0|2012-11-24 21:00 UTC is in your timezone]] || || 24 hours before the date/time fixed AGM (34.1) ||
* Notifications to be sent under Inc rules 41(c)
== References ==
=== Logfiles ===
==== AGM 2011-11-27 ====
* [[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 ==
* see [[AGM/AGM20111127#Minutes]]
----
== Logfiles ==
=== AGM 2012-11-25 ===
* [[https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20121125/AGM-2012-11-25-log-irc-channel-agm.txt]]
* [[https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20121125/AGM-2012-11-25-log-irc-channel-vote.txt]]
<>
== Minutes of AGM 2012-11-25 ==
=== 1 Meeting administration ===
The AGM took place on 2012-11-25 in the #agm channel on irc.cacert.org.
|| Attendees || 20 members ||
|| Proxies || 2 proxy votes ||
Opened and chaired by Piers Lauder (President) at 21:02 UTC.
==== 1.1 Who is making minutes? ====
Werner Dworak offered to make minutes for the meeting.
==== 1.2 Identification of members with voting rights ====
Tomáš Trnka (Secretary) confirmed that all members present in the channel are entitled to vote.
==== 1.3 Identify proxy votes ====
The proxies for the meeting are:
|| ''Member holding proxy'' || ''Members entitled to vote, not present'' ||
|| Ian Grigg || Jeffery Frederick ||
|| Marcus Mängel || Fabian Knopf ||
==== 1.4 Identification and acceptance of new members ====
Secretary reported that there are no pending membership applications.
==== 1.5 Urgent business ====
No proposals for additional agenda items received by Secretary or from the floor.
=== 2. Ratification of Minutes ===
==== 2.1 Ratification of the minutes for the Annual General Meeting 2011-11-27 ====
Secretary announced that voting will be handled by the VoteBot and gave a short overview of rules for voting.
Voting was started to accept the (current at the time) [[https://wiki.cacert.org/AGM/AGM20111127?action=recall&rev=7|revision 7]] of the minutes.
<>
''Motion [[#agm20121125.1|agm20121125.1]]: Accept minutes of AGM 2011-11-27''
. VoteBot result:
* AYE: 19
* NAYE: 0
* ABSTAIN: 0
. CARRIED
=== 3 Presentation of Annual Reports ===
==== 3.1 Presentation of Executive Report ====
Board [[https://wiki.cacert.org/AGM/BoardReport/2012|report]] presented as approved by Board motion [[https://community.cacert.org/board/motions.php?motion=m20121121.1|m20121121.1]]. No questions were raised.
==== 3.2 Presentation of Financial Report ====
The [[https://wiki.cacert.org/AGM/FinancialReport/2012|financial report]] for Financial Year 2011-2012 was presented. It was viewed by several members to be lacking in detail, compared to the report for the previous year. It was deemed to be conforming to the regulations, but not providing necessary insight in CAcert's operations.
Some questions were raised, but ended up unanswered due to the unavailability of Treasurer (Jeffery Frederick) responsible for preparation of the report:
* Q: Are the hosting costs for 12 months represented in the number for the presented financial year?
* Q: What is the account framework used?
* Q: How current is the information about the Credit Union and Paymate accounts and why does CAcert operate those?
As President stated, "Given the unfortunate constraints on the treasurer's availability, this is all the financial report we are going to get, unless some other member volunteers to enhance the report later". Ian Grigg noted that next Board should focus on setting up an accounting system that would allow anyone to dive in.
Final consensus was to separate approving the report for OFT and requesting more detailed version for the Members.
<>
''Motion [[#agm20121125.2|agm20121125.2]]: Approve the Financial Report for presentation to the OFT''
. VoteBot result:
* AYE: 19
* NAYE: 2
* ABSTAIN: 1
. CARRIED
A lenghty discussion ensued, trying to find the best wording of the next motion and to figure out whether to set a hard deadline on when the updated report should be presented. Hard deadlines were seen by some members as difficult to meet as there had to be a handover to the new Board and Treasurer, as the previous Board will have no authority to access the data anymore. In the end the motion was further separated in two.
<>
''Motion [[#agm20121125.3|agm20121125.3]]: That, the members reject the Financial Report and request that the Board prepare it to the standard of the previous year, and that they request the assistance of retiring members in doing so''
. VoteBot result:
* AYE: 17
* NAYE: 1
* ABSTAIN: 3
. CARRIED
<>
''Motion [[#agm20121125.4|agm20121125.4]]: That the updated financial report is delivered within 6 weeks as requested''
. VoteBot result:
* AYE: 18
* NAYE: 3
* ABSTAIN: 1
. CARRIED
==== 3.3 Presentation of Team Reports ====
President presented the [[https://wiki.cacert.org/AGM/TeamReports/2012|team reports]] and thanked everyone involved for their work.
Jan Dittberner asked the AGM for opinion regarding disabling old SVN accounts, as mentioned in the Infrastructure report. Nobody objected to deactivation of unused accounts.
==== 3.4 Presentation of Member Reports ====
President thanked Benedikt and Jan for providing their personal reports.
==== 3.5 Secretary Annual Report ====
Secretary expressed concern about apparent loss of interest in the Association, as during the year 21 memberships expired due to accumulating three years of unpaid membership fees, but only 5 new members joined. It was suggested that sending out payment reminders could probably help to limit the amount of unpaid fees, Secretary agreed to send a personalised announcement detailing current membership status to everyone next time as announcing only through cacert-members proved to be suboptimal.
=== 4 Special Resolutions ===
No Special Resolutions were proposed.
=== 5 Ordinary Resolutions ===
No Ordinary Resolutions were proposed.
=== 6 Election of office-bearers of the association and ordinary members of the committee. ===
Secretary announced that there are exactly seven nominations accepted for seven committee positions and thus all are taken to be elected according to Rule 16 (4). New Board is:
{{{
- Dirk Astrath
- Michael Tänzer
- Werner Dworak
- Tomas Trnka
- Kevin Dawson
- Sven Andriske
- Peter Yuill
}}}
There are three AU residents on Board so no further action is necessary to comply with the Association Act.
=== 7 General Discussion ===
President opened the meeting for general discussion. The discussion revolved around the long-standing problem of preparing the Financial Report in time for AGM and possible solutions to it. It was noted that access to the AU accounts is no longer the bottleneck. An accounting system would speed up preparing the report a lot, but it needs to be simple enough.
=== 8 Meeting closure ===
The AGM was closed at 23:18 UTC by the chair.
=== Motions within AGM ===
|| [[#agm20121125.1|agm20121125.1 - Accept minutes of AGM 2011-11-27]] || {g} CARRIED ||
|| [[#agm20121125.2|agm20121125.2 - Approve the Financial Report for presentation to the OFT]] || {g} CARRIED ||
|| [[#agm20121125.3|agm20121125.3 - That, the members reject the Financial Report and request that the Board prepare it to the standard of the previous year, and that they request the assistance of retiring members in doing so]] || {g} CARRIED ||
|| [[#agm20121125.4|agm20121125.4 - That the updated financial report is delivered within 6 weeks as requested]] || {g} CARRIED ||
----
. [[CategoryCAcertInc]]
. [[AGM/Next/templateAGMNext]]