Next Annual General Meeting 2018-2019 DRAFT

Annual General Meeting 2019, Saturday, 30. November 2019, 20:00:00 UTC = Sat 21:00 Central Europe* = Sat 15:00 NY* = Sat 07:00 Sydney*.....

20:00 GMT / 20:00 UTC / 21:00 CET (Berlin/Zurich) / 15:00 EDT (New York) / Sun 1.12.2019 07:00 AEDT (Sydney)

see time in your country or your region see motion for time and date

This is the discussion page for the next AGM on 30th Nov. 2019. 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 2018-10-19 AGM/AGM20181019#Minutes_of_AGM_2018-10-19

  3. Presentation of Annual Reports - link

    1. Presentation of Executive Report
    2. Presentation of Financial Report
    3. Presentation of Team Reports
    4. Presentation of Member Reports
  4. General Information about CAcert's future
  5. Special Resolutions
  6. Ordinary Resolutions
  7. Committee Elections

Special Resolutions -- Rule Changes

No such resolutions were submitted within the statutory period.

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

from agenda

words

link to member's request

link to wiki

/!\ NOTE: /!\

There is a difficulty in proposing special resolutions 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.

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

BrianMcCullough

PeterNunn

EtienneRuedin

link to post

link to wiki page?

EtienneRuedin

PeterNunn

BrianMcCullough, DirkAstrath

link to post

link to wiki page?

PeterNunn

DirkAstrath

EtienneRuedin, DirkAstrath, BrianMcCullough

link to post

link to wiki page?

FrédéricDumas

BrianMcCullough

PeterNunn, DirkAstrath

link to post

link to wiki page?

FrédéricGrither

PeterNunn

DirkAstrath, BrianMcCullough

link to post

link to wiki page?

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:

1. Dirk Astrath

AlexanderBahlo

Fri, 29 Nov 2019 17:04:22 +0100

Minutes

Before the president started the AGM, Etienne recorded the attending members that paid membership fee and thus were allowed to vote. Jan operated the voting system (channel #vote).

Attendees

Eleven members were allowed to vote.

Voting members: Bernd J., Bernhard F., Brian M., Dirk A., Etienne R., Frederic D., Gero T., Jan D., Sascha T.
Absent voting members by proxy: Alexander B. (proxy by Dirk A.)
Silent voting members: Lambert H.
Guests: enyc, GuKKDevel, nb, Starlight, ynazarov

Start

Brian officially started the meeting at 20:15 UTC.

Sascha volunteered to writing the minutes.

Members with voting rights were informed how voting is executed in the voting channel and were called to execute a test vote which succeeded (ten votes collected).

There were neither any new members to accept, nor urgent business to be added to the agenda.

AGM 2018 minutes

The minutes of the Annual General Meeting of 2018-10-19 were accepted by vote (Aye: 6 - Naye: 0 - Abstain: 4).

Reports

Some written reports were finished: President's Board report, Critical System team, Events team, Finance, Infrastructure team, Organisation assurance team, Public relations, Translation/Localization.

Bernhard reported that Education had nothing new.

Dirk was not able to create reports from Software development and Supprt teams. He will try to add them later.

Etienne mentioned that the French Assurer challenge is still under review.

Since certificate generation is not working anymore in many current browsers, Etienne asked if new alternative ways (apps or browser add-ons) were to be reviewed by Software team. Dirk answered that third-party software can be linked from CAcert website without having to review it first (no change on critical server).

Currently small changes and improvements in development are in review, but are blocked by the lack of background-checked reviewers, caused by lack of arbitration people. We discussed changes in reviewing process to make it work again. There is no policy requirement to have a specific number of reviewers. Instead, Security Policy requires more reviews for more risky changes. So the reviewing rules could be changed by the Software team internally. Further discussion should be done via mailing list.

Jan stated that automated testing wourld be a better time investment than manual reviews if it comes to avoid regressions. Reviewing should rather be focused on new functionality.

Future

Brian started discussion saying that „it has been an "interesting" year, with a lot of things happening in the last quarter, from September on“. Board has much more optimism because of the response to the appeal, both monitarily and from new volunteers. However, we did have some problems in dealing with those eager volunteers, and will need to continue to manage them. Financially, we are much better off than we have been in a few years, and that should last into the near future. Regarding donations received after the appeal, Etienne added that „operating costs for a good two years” are covered by these. In order to reduce Paypal fees, a bank account will be opened in Europe at the beginning of 2020.

Brian said that the project to move the "home" of CAcert from Australia to Europe is progressing. While it did not happen in the Spring of 2019, it may be possible during the Winter of 2019–2020. If the Policy Group (just a community mailing list) gets back to work, the relocation project can be finished. Etienne explained that the disadvantage in Australia is to have three Australians on the board and one from New South Wales.

As an international organization a seat in Geneva or another location in Switzerland would be suitable; every step will be documented via the mailing list (cacert-members). First information was given this summer (2019-08-02, archive: https://lists.cacert.org/wws/arc/cacert-members/2019-08/msg00000.html). A first draft for the adapted statutes has been written; next step would be to get New South Wales out of the policies (by policy group). A final decision should be made in a Special General Meeting to be requested.

Resolutions

There were no Special Resolutions and no Ordinary Resolutions received by the Secretary within the time limit specified by Policy.

Elections

Board consists of seven people. Five have been officially nominated within time limit, so more nominations were brought in from the floor.

Etienne nominated current board member Ross K. from Australia for the board, seconded by Brian.

Frederic nominated Sascha for the board, seconded by Dirk. Infos about Sascha can be found on his CAcert wiki homepage; some attendees said to have had minor contact with him in the past.

No further nominations were received, so a single vote to elect these five + two members was processed and this new board was elected (Aye: 8, Naye: 0, Abstain: 2):
Brian McCullough, Etienne Ruedin, Frédéric Dumas, Frédéric Grither, Peter Nunn, Ross Krumbholz, Sascha Ternes.
Since only two of them are Australian, another member has to be recruited to fulfill the rules. In the past, a subcommittee of three AU members has been initiated.

End

The president closed the meeting at 23:20 UTC.

Administration

For the Secretary?