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• 20080229

Minutes of the "Board" meeting 2008 February 29 at 9 pm - 10:30 pm MET.

Executive Summary

The Board met via Skype chat on 29th of February 2008.

Board cleaned up decisions made via email by the board for the period of June 2007 up to February 2008.

Priority has been given to get CAcert services audited: Audit project (funded by NLnet by 36.ooo Euro), Audit Project work done by Ian Grigg, audit was stalled on completion of servers move to the Netherlands, which should be solved by technical arrangements via the Cachaca Project lead by Evaldo Gardenali in cooperation with Philipp Gühring.

Policy documents have been reviewed by the Board. If needed for urgent reasons and filling gaps Board should help on decisions taken for the policies. Organisation Assurences need to be bootstrapped by using approval decisions taken by the Board and advised by CAcert local full Assurers.

Greg Rose resigned from the board for personal reasons. Teus Hagen is new president.

Thomas Widhalm is accepted to join the Association.

Agenda

1. Welcome

2. Acknowlegdment of decisions made via email, see wiki

3. financial report
   • non-profit tax arrangements
4. Greg Rose leaves the Board per 1st of March. New President.

5. Acceptation of associations foundations into Foundations Policy framework

   • Stichting Oophaga Foundation in the Netherlands

   • Secure-U association in Germany

6. Motion: Accept the Memorandum of Understanding with Ian Grigg for Audit Project work totalling 36K euro. Enabled by a funding from Stichting NLnet.
7. Status and action for completion of CAcert services move to the Netherlands.
   • initiate Cachaca project (technical arrangements for last two services move).
8. Policies status

   • Policy on Policy is Policy

   • privacy and mission are older policies.

   • CCA Agreement is Policy

   • Dispute Resolution is Policy

   • NRP disclaimer and Liocense is Policy

   • Organisation Assurance is Policy

     • sub policy defined for DE and NL

     • WiP sub policies for AT, AU

     • need mechanism for OA Assurances in areas to bootstrap OA
9. Policies work in progress

   • Code signing

   • Assrance Policy

   • Document policy

   • 3PV third party disclosure

   • Privacy concern: Date of Birth, copy of ID's. Restriction EU DPA

10. CAcert Departments/offices, updated chart

11. Next AGM: to do
    • Friday XYZ November 2008, 11pm MET
    • yearly report (financial and board report)
    • encourage membership of association
    • update membership list (fees, reachability)
    • board election
12. Sub-Committees
    • Management Sub-Committee (2 persons only, auditer coopted, be-weekly meetings, minutes on wiki)
    • need for second Sub-Committee? Eg Technical Sub-Committee
13. round table
14. close of meeting

Committee (Board) meeting minutes (need to be reviewed)

1. Welcome

2. Acknowledged decisions made via email wiki

• Acknowledged/accepted the proposals: m2070806.1 (openess), m20071122.1 (Change PO Box address), m20071129.1 (house style), m20071229.1 Raise Frans Steegh to 200 or 150 level).
• . Postponed motions: m20080109.1 (Accept secure-u association in Germany; on agenda), m20080114.2 GPL version V3), m20080114.3 (Use FSF FDL licensing for CAcert documentation).
• . Rescind proposals:

• m20080229.1: Motion: to rescind motion m20070824.2 (secr pay pal access)
  • Proposed by Greg Rose
  • Decision: Accepted.
  • Action: access was not needed, is not used. Completed.

• m20080229.2: Motion: to rescind motion m20071209.1 (severe downtime services)
  • Proposed by Evaldo Gardenali
  • Decision: accepted.
  • Action: no need as move still pending. Completed. Need other request maybe later.

• Proposals missing from board emails but still need board approval:

• m20080229.3: to install audit.cacert.org system and domain name.
  • Proposed by Ian Grigg / Evaldo Gardenali
  • Decision: Accepted
  • Action: Evaldo installs and maintains system, support is asked for domain reg.Action completed.

• m20080229.4: accept Daniel Black as email system admin.
  • Proposed: support (PG) and M-SC
  • Decision: Accepted.
  • Action: PG gives measurements. Action completed.

3. financial report (Robert)

• non-profit tax arrangements Robert explores the need for Non-profit clauses in the Rules:

  • Income and assets: The assets and income of the organisation shall be applied solely in the furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the organisation except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.

  • Dissolution clause In the event of the organisation being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organisation with similar purposes which is not carried on for the profit or gain of its individual members. The essentials of these statements are mentioned already somehow in the by-laws. Need to check if more is needed. Robert expects that self assess is sufficient.

• m20080229.5: Make sure proper arrangements are made for non-profit status of CAcert Inc.
  • Proposed: Robert Cruikshank
  • Decision: Accepted.

  • Action: explore self-assess possibility, explore better Rules in the By-Laws for upcoming AGM.

4. Greg Rose resigns from the board.

• Greg has to resign for personal and job reasons. Board accepts resignation in immediate effect. Board thanks Greg for his support from May 2007 up to 29th of Febr 2008.

• m20080229.6: Accept Teus Hagen as president of CAcert Inc.
  • Proposed: Evaldo Gardenali
  • Decision: Accepted.
  • Action: Update board information.

• Teus: note many heads of Teus: M-SC, policies, disputes/arbitration manager. President role will limit other roles.

5. Accept Oophaga and Secure-U within Policy on Foundations.

• m20080229.7: Accept Stichting Oophaga Foundation in the Netherlands within Foundations Policy.
  • Proposed: M-SC
  • Decision: Accepted.
  • Action: conditions are in Oophaga MoU (note cacert.nl domain name, ownership is CAcert, mngmnt is Oophaga). Completed.

• m20080229.8: Accept secure-u e.V. association in Germany within Foundation Policy.
  • Proposed: Evaldo Gardenali
  • Decision: in principle accepted but under MoU condition to be worked out via M-SC

  • Action: M-SC negotiates MoU with secure-u (ref cacert.de domain).

6. the Memorandum of Understanding with Ian Grigg for Audit Project work

• m20080229.9: Accept MoU with Ian Grigg for audit project work, totaling up to 36K euro.

  • Proposed: M-SC
  • Decision: Accepted (Guillaume accepted 24 hours later).
  • Action: MoU V.04 or higher to be signed. Project starts asap (Nld move), align security manual and other work.

7. Cachaca Project proposal for technical arrangements for moving last servers to NL.

• m20080229.10: Accept technical arrangements for moving systems to NL lmanaged by Evaldo. Budget required: 4300 euro.

  • Proposed: M-SC
  • Decsion: Accepted.
  • Action: align with PG and Audit project. Budget falls under audit project.

• High priority and CAcert is committed to complete this, also if more costs are involved. More details in Cachaca project plan.

8. Status of policy documents

• m20080229.11: Accept to have board more involved to bootstrap OA.
  • proposed: Teus Hagen/M-SC
  • Decision: Accepted.

  • Action: get Assurers involved as advisers to the board. This is an intermediate action, Board should get more distance as soon as possible.

9. Policies in WiP and draft

10. CAcert Organisation Chart.

• m20080229.13: Accept update of CAcert organisation chart.
  • Proposed: M-SC
  • Decision: Accepted.

  • Action: adjust wiki on this. Evaldo is in charge of and leading Cachaca project.

11. AGM November 2008 arrangements.

• m20080229.14: AGM arrangements: AGM id due on 7th of November 2008, 11 pm MET, IRC.
  • Proposed: Teus Hagen
  • Decision: Accepted.

  • Action: call for board members, preparation of fin and board report, M-SC is asked for coordinating.

12. Sub-Committees

13. Round table

• m20080229.15: Accept membership of Thomas Widhalm, nominated by Gary Lee Adams and Nicholas Bebout
  • Decision: Accepted.
  • Action: add to membership list. Completed.

• Question arises that support team members should be association members. Need to ask Philipp G. to join the Association.

• m20080229.16: Budget arrangements for PW for travel/accomodation funding writing security manual within audit project.
  • Proposal: Guillaume Rogmany
  • Decision: pending.

  • Action: should go within audit project (Ian Grigg), but if needed come back on it. See also m20080229.7/8 decisions.

14. Meeting closed at 10:30 pm MET.

The Skype log of the meeting can be found here. Privacy sensitive information has been deleted from the log.

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