Committee Meeting 2010-06-20

The meeting will take place at 21:00 21:00 UTC in the IRC channel #board-meeting on the CAcert IRC network.

Feel free to add a business within the acceptance period or your question to the board below.


  1. Prepare minutes from last meeting

  2. motion to accept the minutes

  3. Summary of cacert-board-private list since 20100530 and reason for privacy
  4. Update action items

  5. New action:

    • get onto the voice channel as described here.

    • Is this private?


  1. Preliminaries
    1. Chair opens the Committee Meeting
    2. Accept the minutes from the last meeting.

    3. Who is making today's minutes?
    4. Urgent Business -- added by Iang

      1. motion to add "adfinis contract and related issues" to the agenda

      2. as Urgent Business, this requires unanimous consent of the meeting.
  2. Businesses
    1. Review of Action Items added by Iang

      1. Action Items

    2. Policy Group added by Iang

      1. reaches milestone

      2. seeks input into priorities

      3. Philipp D: suggest to review over SP, as it will go to POLICY some time.

    3. Next Annual Report added by Iang

      • End of Financial (reporting) Year approaches 20100630 or in 10 days from this meeting
      • Annual Report included Forward Looking Statement from the last Board, including two sections:

        1. "SGM20090725 – AGM20100130" review of the 6 months already past
        2. "AGM20100130 - 20100630" forward looking statement on the 1st 6 months of this committee.
      • we are probably in a position to write up the board's part of the report over the period, any time after end of June.
      • may be timely to review commitments, progress, directions, priorities.
  3. Question Time
  4. Closing
    1. Confirm the next Committee Meeting
    2. Chair closes the Committee Meeting


1. Preliminaries

  1. 21:05 Lambert took the chair and opened the meeting. Present were: Law (Mario), Iang, Markl, and Lambert. Daniel joined briefly at some point.
  2. Last Meeting's Minutes. Chair asked if everyone had read the minutes. Mario abstains as was not present at that meeting. Iang stated that the minutes were prepared within last 24 hours, and this was too close for a fair reading. Consensus was to defer the acceptance of the minutes.

  3. Iang offered to write these minutes.
  4. Urgent Business was presented by Iang: to add "adfinis contract and related issues" to the agenda. It was noted that this required unanimous consent. Iang posted some suggestions as to content. Iang moved that that, the urgent business, to add "adfinis contract and related issues" to the agenda. Markl seconded, and Aye. Lambert and Mario also Aye. Chair declared unanimous consent and the motion carried. Agreement to put it at the end of the agenda.

2.1 Review of Action Items

This item was skipped apparently because Iang misread the meaning of point 2.1 as Policy Group.

2.2 Policy Group

21:17 Iang took the floor and entered the following notes:

Committee thanks the policy group for the report.

2.3 Next Annual Report

21:19 Iang took the floor and entered the following notes:

(Daniel joined at around this point.) Some discussion on the date of the AGM. Mark points out that OFT submission takes 14 days, and it would be good to avoid the holiday period of December. Therefore, we can plan for an End-Oct / Begin-Nov timeframe, and add this item back onto the agenda for next meeting (which will be properly after the end of the timeframe).

21:31 Iang posted a suggested content for this topic:

  1. follow-up w/ Michael?

  2. clarification of positions on outstanding questions?

  3. arrangement in place, now and earlier?

  4. is Board in a position to enter into such a contract?

Lambert questioned Daniel on his the acceptance of this late added agenda item; Daniel didn't see the usefulness and was informed of the earlier motion to add urgent business.

Lambert proposed that we try and get a motion to vote on acceptance of the proposal. Some disquiet at tramping old ground. Lambert asks 1) do we like the offer? There is universal consensus on this point. And, 2) what can we offer in return? Iang mentions website logo; Ulrich has offered ATE exposure; Andreas has offered leaflets. Iang says that consensus on the (private) Foundations mailing list was that the exchange should be limited to a single logo.

Mark says there are wider issues. Lambert asks whether they create unacceptable risks. Mark: yes. Mario suggests we need a new version, in native English, and with the agreed changes. Lambert prefers to assume we cannot change the contract. Mark points out that attempts to get agreement on changes have been rebuffed. Mario especially comments that rewording the English is not bad. Lambert asks what are the real blocking issues, and whether they hurt CAcert more than the value of the offer? Mark points to the wiki page with concerns as already having these points on there. Mark agrees the primary issue is the poor drafting.

21:48 Lambert summarises so far:

  1. we like the offer,

  2. we need to provide something in return: we can discuss that or ask one or two board members to come up with a proposal, and

  3. we see issues in the way the contract is worded.

Daniel objects to "wording" as a new issue. Mark points out it is raised throughout the wiki page. Daniel states that he is not prepared to spend more time on it at the meeting (earlier sited audio problems), and leaves the meeting.

Mark presents some more specific issues that could result in withdrawal of service. This would be an issue if we migrate essential services. What are "essential" services? Some discussion confirmed that mail and wiki are considered essential.

Lambert asks what our alternative is? Some discussion about Sonance and other possibilities. Some discussion about whether HCC can help being in the same facility. Iang explained that the issue is to do with access to the critical rack, both physical and virtual, rather than to the facility. Once outside the rack, the situation becomes clean. So HCC could conceivably help. Some discussion on VMs and physical hosts.

22:00 Long (voice) discussion on CCA/DRP effect. Mark: It is pointed out that CCA 3.2 refers all disputes relating to CAcert to our own dispute resolution, and the arrangement in question is definately "relating to CAcert."

That clause is there to protect Members opening up side-agreements that bypass DRP. Clear that this is a CAcert-related service, gives rise to risk of dispute. Iang: think about an Organisation/employer putting pressure on an Assurer/employee. Some discussion about how Arbitration is treated in courts. Signing this agreement casuses this: 1. breach of obligations under CCA, 2. would override the CCA, 3. would confuse the jurisdiction, 4. would send a bad signal to community. Mario asks whether we should then look for a sponsor who is not a Community member, raising point of potential discrimination.

In the alternate, there is the "bank" case where we do need to have an unrelated contract between members. But, this is perhaps an unintended consequence, and we have to to fix this before signing the contract.

Lambert indicates that the contract is only with CAcert, but Mark disagrees. There is "volunteers" all the way through the contract, it may drag in the members. This is one of the bad wordings that need to be fixed. Made worse by combination of Swiss jurisdiction. Some handwringing about not having had a chance to fix it up before all this happened. Discussion about need for Swiss law, accepted by all, mirrored by experience. Contract not written by anyone with substantial legal knowledge.

Lambert: how to proceed? Mark: we have no chance to change, we're painted into a corner. Given all, my inclination is to leave it. We would agree to a known bad contract. It's not the same as a bank / hosting provider; if there was a standard hosting contract + addendum, there would be less of an issue.

Iang: from response, also Ernie's comment about obligation, suggests that Michael does not care so much about contract. Lambert concurs, easier for him to have Andreas handle the contract. But, Andreas is not on the board. Mark also sees response is "less definate" than we'd been led to believe. Iang: Andreas started this negotiation as member (September to November?). Suggests we treat it as a directorial role. He didn't have a mandate.

Lambert: to vote or delay, or? If we come up with issues, it is likely to be all rejected. Are we willing to vote? Also, we can say that all contracts must go through board "triple review" etc, while choosing to accept this one, this time. Mark: two issues. 1) is we cannot accept without breaching obligations, Arbitration would be a risk. 2) a vote today would be only on agreement that there is no further negotiation. If we can continue to negotiate, we should do that. But we want to know this is plausible. We need to take a step back; make some changes to CCA/DRP?

How to proceed? Can we hold off for 6 months? Can we limit it to fixing the English? Shall we signal intent to change? Can we re-draft? Consensus that it is best to proceed on re-drafting, and refer the issue to policy group.

Iang: Daniel is handling the servers having entered into an agreement of sorts already, as individual or as a board? Same for Andreas. So we need to sort something out regardless. Mark: Acts by board member can be binding even in absence of a specific power, from the Incorporations Act.

Lambert summarises: blocking issue is CCA/DRP prevents signing; We need to go to Policy Group; We will fix the contract. Mark: Lots of ways to deal with this conundrum, we need to go back to the Community on this question. Iang: We need a debate then decision proposed. It'll takes 2-3 months. Policy Group might not respond, it might be too arcane or have to wait until some bigger change.

22:53 Summary was presented as a motion. Mark moved, that:

Iang seconded, all in favour. Motion is carried as m20100620.1.

Discussion on next steps. Mark proposed to refer this directly to the policy group. (Done after meeting.)


23:12 Chair asked for any questions.

Lambert asked whether the voice channel helps. General agreement that it does, but let's see with more people.

Iang asks what to do with the voice recording, keep or delete? Iang suggests that the voice record be deleted once the minutes are approved, and also the agreement is established that the voice record is not to be used after that date, being entirely replaced by the meeting minutes. All agreed as an informal.

Discussion on next meeting, confirmed as 21:00 UTC 4th July. As the alternate Saturdays had not given a benefit, agreed to move to Sunday meetings.

23:28 Chair closes the meeting.



Meeting Transcript

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Original meeting transcript in SVN