Annual General Meeting 2019/2020 on November, 7th, 2020, 20:00 GMT

Annual General Meeting 2020, Saturday, 7. November 2019, 20:00:00 UTC = Sat 21:00 Central Europe* = Sat 15:00 NY* = Sat 07:00 Sydney*.....

This is the discussion page for the next AGM on 7th Nov. 2020. This page is used to refer to discussions happening around the proposed business.

Report Works-in-Progress

Note any reports from the Community and Teams to the Association here:

Agenda

  1. Meeting Administration
    1. Who is making minutes?
    2. Identification of members with voting rights
    3. Identify proxy votes
    4. Identification and acceptance of new members
    5. Urgent Business (Acceptance of additional resolution into the agenda)?
  2. Ratification of Minutes

    1. Annual General Meeting 2019-11-30 AGM/AGM20191130#Minutes_of_AGM_2019-11-30

  3. Presentation of Annual Reports - link

    1. Presentation of Executive Report Board Report 2019-2020 (pdf)

    2. Presentation of Financial Report Financial Report 2019-2020 (PDF)

    3. Presentation of Team Reports
    4. Presentation of Member Reports
  4. General Information about CAcert's future
  5. Special Resolutions
    1. Revision of the Statutes (Change of legal basis (Swiss Civil Code instead of New South Wales Associations Act 2009) - so-called move to Europe)
  6. Ordinary Resolutions
  7. Committee Elections

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 received by the Secretary:

Item

Title on Agenda

Call Mail

Discussion Page

5.1

Revision of the Statutes or Rules of Association (Change of legal basis (Swiss Civil Code instead of New South Wales Associations Act 1984) - so-called move to Europe)
[ Synoptic comparison old/new statutes | New statutes (voting text) ]

"I move that the present revised statutes be approved, with the seat of the Association now being in Switzerland instead of New South Wales. (only the relevant legal articles are changed)"

Notes/Legal basis:
(1) "An incorporated association may by special resolution, alter its statement of objects or its rules." (Act 1984-143, §20)
(2) "The transfer of incorporation by an incorporated association does not affect the identity of the association which shall be deemed to be the same body before and after the transfer of incorporation and no act, matter or thing shall be affected or abated by the transfer of incorporation and, in particular, any claim by or against the association subsisting immediately before the transfer of incorporation may be continued by or against the company or society formed by the transfer of incorporation in the name of the incorporated association or commenced by or against the company or society so formed in the name of the company or society." (Act 1984-143, §57.3)

m20201001.3

link to wiki

Ordinary Resolutions

No such resolutions were submitted within the statutory period.

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 received by the Secretary:

Item

Title on Agenda

Call Mail

Discussion Page

from agenda

words

link to member's request

link to wiki

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.

The following nominations have been received by the Secretary:

Name

Nominated by

Seconded by

Accepted

Comments and link

Name here

link to post

link to post

link to post

link to wiki page?

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.

Identify proxy votes

Or what to do if you cannot be present at a General Meeting

The proxies for the meeting are:

Minutes

Attendees

AlexanderBahlo, BenediktHeintel, BerndJantzen, BrianMcCullough, ChristopheBerger, dirkastrath, EtienneRuedin, FredericDumas, GeroTreuner, JanDittberner, GuillaumeRomagny, GuyScharinger, IanGrigg, KimNilsson, LambertHofstra, MitchMaifeld, PieterVanEmmerik, SaschaTernes, TomasTrnka

Start

At 20:16, BrianMcCullough, president, opens the annual general meeting.

Ian Alastair Robertson aka Alex UK asked Etienne to vote vor him; Peter Nunn asked Etienne to vote for him folling his instructions; Lambert asked Dirk to vote for him in case he cannot attend the meeting. Greg Rose asked Iang to vote for him, if Iang would not be available, Etienne should do it; Alain Vaugham asked Etienne or evry other member of the board to vote for him; All this was recorded on the secretary's office and published on the agenda later. Three of this demands came during this day. It is accepted, that even they came to late, but still hours before the start of the AGM, to accept them.

AGM 2019 minutes

JanDittberner has started a vote on "I accept the minutes of the AGM 2019 https://wiki.cacert.org/AGM/AGM20191130#Minutes_of_AGM_2019-11-30" AYE: 22 NAYE: 0 ABSTAIN: 2

Reports

President's Report

BrianMcCullough pointed out the world's disruption, illustrating some of the reasons that we, CAcert, actually exist, since people are suddenly communicating for work and other purposes at "arms length." He also mention the "issue" with Paypal, and our beginning to find alternative options, including a second bank account, within Europe, as well as our original one in Australia. He mention the flood of volunteers that occurred during September and October of 2019, and the efforts of various people in the organisation to try to accomodate them and find them "homes." And, finally, he mentioned that after several years of talking about it, we investigated the procedures and documentation changes that would be necessary to move CAcert Inc's "domicile" from Australia to somewhere else.

Finances

BrianMcCullough has summarised this year very well, put CAcert in today's context also found the right statesmanlike words for difficult situations. We have no actual financial report this year. However, two volunteers have compiled an overview of our finances on the basis of the information available to them. This overview gives a good idea, even some details are missing.

FredericDumas: On the Paypal issue, we can address our congratulations and thanks to Bret Watson and Etienne Ruedin. They both are the people who achieved to resolve an entangled situation, and thanks to which our Paypal account was reactivated.

SaschaTernes wants to know if we have an idea how long our current reserves will last to pay the servers? (Our reserves are for about two years, but there is more money allready for about one more year at SecureU.)

Teams

There were significant items for both the Critical and Infrastructure Teams. JanDittberner points out: We started onboarding of some infrastructure volunteers. FredericDumas helped a lot by organizing some Jitsi meetings with the volunteers. We received donated hardware and a VM that we could use for training sessions. A lot of our infrastructure containers are now managed with Puppet and have proper Icinga 2 monitoring. We still have some systems that need more care.

AlexanderBahlo wants to emphasize that is has become more difficult for CAcert to promote their business as client certificates are now better checked for trusted root chain than it was before. Hence it is less easy to send a signed PDF, even a sined mail gives problems regarding validating the certificate. Hence, public relations has become more difficult to spread the word to "everybody". Instead we must focus even more on the technical affine people who like community work. I am extremely happy about EtienneRuedin that he helped so much in Public Relations work.

Future

BenediktHeintel has a question: after years of struggle and blocking Arbitrations, is there still a need for a CA not in the root stores? Do we have request from out of the Association and the inner community?

The president thinks that I can speak for the Board in saying that we feel that CAcert does have a future, but that it will require some work. There are some ideas for the future. However, this requires two technical prerequisites: The PHP-problem must be solved and you must be able to issue certificates easily again - just like in the browser before (like "that my grandmother can do it without help").

KimNilsson has been a CAcert user for over 15 years. Waiting for CAcert to be included in browsers and email clients. That's a long time.

From BenediktHeintel's experience as former interna auditor, I can say that we have too many legacy we need to fix to be able to get into root stores. Our root certs, processes and documentation are not in line with the CAB Forum requirements. Fixing this need specialists and man power. We did not change anything fundamental with the last 10 years, but the CAB Forum got stricter and stricter.

BrianMcCullough: I should, perhaps, mention that that Grant Application, aside from asking for funding to support our "technological debt," but also investigating expanding our offerings to OpenID and the technology below Let's Encrypt. Integrating CAcert with OpenID is a proposal coming from Dirk Astrath, who developped a proof of concept.

IanGrigg says, the writing was on the wall 10 years ago - CAB Forum won that battle. CAcert needs to change its mission to deal with the fact that it hasn't the muscle to get into browsers. There are plenty of other things to do, but waiting on browser inclusion is like waiting on.

Resolutions

A Special Resolution regarding the change in domicile of CAcert, Inc, from Australia to Switzerland.

I will state the Resolution, and then open up the floor to discussion.

As found in the Agenda: "I move that the present revised statutes be approved, with the seat of the Association now being in Switzerland instead of New South Wales. (only the relevant legal articles are changed)"

Notes/Legal basis:

(1) "An incorporated association may by special resolution, alter its statement of objects or its rules." (Act 1984-143, §20)

(2) "The transfer of incorporation by an incorporated association does not affect the identity of the association which shall be deemed to be the same body before and after the transfer of incorporation and no act, matter or thing shall be affected or abated by the transfer of incorporation and, in particular, any claim by or against the association subsisting immediately before the transfer of incorporation may be continued by or against the company or society formed by the transfer of incorporation in the name of the incorporated association or commenced by or against the company or society so formed in the name of the company or society." (Act 1984-143, §57.3)

Number 1 is quoted from the Australian law governing the formation of CAcert, Inc. in Australia.

LambertHofstra: The way it was explained is that the net effect is ¨just a change of physical addres, which happens to be in Switserland, nothing else changes¨ Is that a correct summary? - Yes.

IanGrigg's view - it has been clear that Europe is the centre for a long time. We need to move CAcert from NSW, Au if only because there is so little support from that place. But CAcert has also gained significant protection from being incorporated in a minor state of little importance - so locals cannot rise up and exert undue influence over the wider membership. In this sense, Switzerland seems to fit that bill - it is small, not likely to have. too many members, and is therefore existing primarily to ensure a good corporate location and body.

TomasTrnka: Apart from the address change, another plus is that NSW association law no longer applies to us. (so no pesky requirement of X board members with the right nationality or residence)

BenediktHeintel asks: In the past - the board of 2018 afair - we had the issue that the CCA need to be changed. How to solve this? What does arbitration say? The secretary replies: Change the CCA would apply, if we would create a new association. in many countries we would have to found a new association. But New South Wales and Switzerland allow for an effective move. That means CAcert Inc. remains CAcert Inc. Only the address changes again (and to comply with the law, two or three paragraphs need to be added to the statutes). This change has already been voted be Policy Group (https://wiki.cacert.org/PolicyDecisions)

The NSW association law no longer applies to CAcert, inc, you are right. However, the CCA remains ruled by the NSW commun law system. Moving to Switzerland does not make CAcert drop the common law, for it relations with its members.

"I move that the present revised statutes be approved, with the seat of the Association now being in Switzerland instead of New South Wales. (only the relevant legal articles are changed)"

AYE: 26

NAYE: 0

ABSTAIN: 0

Elections

Are elected:

"I hereby move to legitimate the 7 nominees for the 2020/2021 Board of directors"

AYE: 21

NAYE: 0

ABSTAIN: 1

End

At 23:10 the president declared this Annual General Meeting of CAcert, Inc. complete and terminated.

Administration

For the Secretary?