Committee Meeting 2010-07-04
The meeting was scheduled to take place at 21:00 UTC in the IRC channel #board-meeting on the CAcert IRC network.
- Prepare minutes from last meeting
- Summary of cacert-board-private list since YYYYMMDD and reason for privacy
- Update action items
Businesses Important Note: Acceptance of Businesses 48 Hours before beginning of Committee Meeting latest!
Next Annual Report added by Iang
- now in post-FY period, we can write the report.
- Financial Report
- Board's report
- Team reports
- planning date for AGM is late October to early November.
- now in post-FY period, we can write the report.
Associations Act 2009 added by Iang
Adfinis proposal added by Mark
- comments/feedback/action on Ian's redraft
- review of any consensus from policy group
Business added by Your Name Comment: Replace "Business One" by Title of Business and add your Name
Additional Inputs Comment: Replace "Additional Inputs"by Description of Business, Description of Reason-Why/Purpose, Additional Comments, Additional Documents, Additional Links, if useful for other Committee Members to prepare for Committee Meeting.
- et cetera
Question Time Important Note: Questions from CAcert.org Community Members can be added until beginning of Committee Meeting! As well questions can be asked at "Question Time", without added Question here
Question One added by Your Name Comment: Replace "Question One" by Your Question and add your Name
- et cetera
Minutes prepared by Iang.
Present: Iang, Markl. As no quorum was present by 21:30, the meeting was declared adjourned until 20100711.
Present: Mario, Iang, MarkL. Apologies: Daniel, Lambert.
20100711 21:07 Mark Lipscombe took the chair, and declared the meeting as an adjournment of the meeting 20100704, open, and with a quorum.
Voting on the acceptance of the minutes of previous minutes was complete. Iang proposed an item of Urgent Business, being the resignation of Ernie. Unanimously accepted by the meeting. Iang summarised the issues as:
- acceptance of the resignation
- thank you note.
- whether we replace the committee seat
- role of treasurer
Resolved, that the committee accept the resignation of Ernestine Schwob, and thank her for her service.
Seconded and accepted unanimously as m20100711.1.
Mark points out that there is a lot of absence at the moment, and replacement seems a good idea. Mario asks who would be a candidate? Agreement that we should approach the other member from the AGM's election, Alexander. Ulrich was proposed by Mario.
Mark suggests the first step is to get handover from Ernestine, put it on the private list, and then decide how to carve up the work. Mark to initiate.
2.1 Annual Report
20100711 21:33 Financial Report is now best left until we resolve the handover. Board report: Iang volunteers some work on that, but asks that others help because he wrote the last one, and other views would be good. Team reports: general agreement that we want those again, and we have to start soliciting them (Iang, as well as all). A general discussion on the artwork, leading to consensus that we want to include such work again.
2.2 Associations Act 2009
20100711 21:43 Iang entered these points:
we need 3 australian directors. By serendipity we do have that, but may not after next AGM. What to do?
Insurance was mentioned. My understanding is that general insurance is for events in Australia, required by Venues.
Discussion on the Australian Director requirement circulated around adding some special requirements seats that would enable us to work for compliance. Topic deferred to discussion on mail lists, and onto next agenda.
Discussion on potential reincorporation to reduce the impact of the Act. This would not change our need to be compliant in the short term. Also, it would need to be taken carefully. There is a difference between reincorporation inside Australia (meaning National) and outside Australia, the latter could result in lots of endless discussions.
All of these needs to be passed by the Association. Also, indicated we should increase membership.
Insurance was generally agreed to be related to physical events venues in Australia, and as we did not have a need for those, there was no immediate need for that form of insurance.
Some discussion on how to get the rules changed. Any rule change would trigger a refiling of the rules to the OFT, which would then examine the rules for compliance to the Act. If the rules were not in compliance, the rule change could be rejected in some sense. SO it is important to get the rules compliant, and get the right sequence of events.
Either way, we agree to start working on the technical requirements to get into compliance with the Act.
2.3 Hosting / Sponsorship contract
20100711 22:14 Mark reported that wiki pages had been deleted, minutes pages had been altered, and the offer itself may have been withdrawn. This was a surprise to all, and should have been reported to Board.
The removal of wiki pages was a concern. Some pages were operational of nature (host configurations) but others are pages belonging to the process of the board (contract, minutes, discussion).
Discussion on which pages had been removed. As the discussion documents and the minutes are part of the board's process, as the request has not been handled correctly, and as there are potential future liabilities to consider, we cannot just delete the pages. We also need to see any correspondence.
20100711 22:33 Mark moved that we adjourn to a private meeting to consider this. Seconded and unanimously accepted.
20100711 00:31 On return. Mark moved,
Resolved, that the committee does not permit the deletion of minutes or deliberations created by it or on its behalf other than on its own motion, and requires the restoration of the two relevant Wiki pages deleted 2010-07-07.
Seconded by Iang. Aye: Markl and Iang. Abstain: Mario. Chair declares the motion carried, 2-0 with one abstention. Recorded as m20100712.2.
Mark further moved,
Resolved, that, in the opinion of the committee, Daniel -- acted improperly and without authority by deleted documents that form part of the minutes and deliberations of the committee. Any such changes are to be reverted, and no committee deliberations, minutes or attachments are to be deleted without the express authority of the committee. Further, the committee requires Daniel to provide a copy of any and all correspondence entered into with any third party concerning the sponsorship proposal that has not been previously disclosed.
Seconded by Iang. Mark then moved:
that upon seconding of this motion, that we adjourn the meeting until July 18th at 2100UTC.
Mario voted on the 2nd of the three motions, but withdrew his vote. The intention was to adjourn and restart the meeting with the motion on the table. This will allow all members to collect their information and be prepared. Voting then proceeded on the third adjournment motion, and that was seconded and carried unanimously.
20100711 00:37 Chair declared the meeting adjourned until 18th July at 2100UTC.
20100711 Question from Members
Although not formally at the Question Time, a question was put and discussion occurred.
Question on MultiMemberEscrow from Ulrich.
Now, a half year later about the new roots plan as proposed by motion m20100117.3.
I assume, the new roots ceremony needs to be under an Auditors view, so the frozen Audit process needs to be restarted before.
An overview of work, that needs to be done before can be read here.
One problem with the new roots situation, after Dan's try to push it with a motion thru, after policy group discussion now stalls ...
Does there exist a plan to outsource this work to universitys as a project, that CAcert can use for their new roots plan ? as it seems, that this task cannot be deployed by the community alone ?!?
Iang challenged the assumption that the root ceremony under an Auditor's view.
This is (IMHO) not correct. Indeed it includes some dangers that the CA imposes on the Auditor additional duties to take responsibility for the robustness of the process. which is beyond his remit.
What is the case is that the EV Guidelines include a stipulation that Auditor SHOULD be present for the root ceremony. I believe this to be a mistake by the CABForum, a badly thought out stipulation.
While an (other) auditor might see it entirely differently, I think CAcert should proceed to collect its evidence on the basis of later scrutiny, and not rely on an Auditor being there (and thus potentially responsible).
Discussion on that: The plan should be as if the auditor is not present. Prepare the plan, and collect the evidence in order to impess the auditor, and eveyrone else, later on. The audit is not directly related to the root ceremony.
Markl: there were other proposals on the table; the reason it stalled was that one method "got rammed into a vote, and that always seems to lead to things dying."
What to do about the MultiMemberEscrow. Ulrich suggests outsourcing the issue, perhaps to a University. Some view that this isn't best seen as an academic, cryptographic or computer science problem. Ulrich thinks we the community were not able to solve it, Iang points to the lack of resources in the recent early 2010 discussions. DNSSEC is mentioned as a possible source of ideas, but its situation is different. General move to re-open the discssion on the root list.
Present: Mario, Iang, MarkL, Lambert.
2.3 (continued) Hosting / Sponsorship contract
20100718 21:01 Lambert took the chair and re-opened the meeting. A brief summary of where we were at. The 2nd motion (above) was reintroduced.
Discussion on the motion. One email has been provided, it is unclear whether all have been. There was no indication that the hoster had requested any deletions. Lambert reported (and had posted earlier) that he had confirmed acceptance of the termination, but due to poor connectivity was not able to do more. Some indication that there have been other communications, but these have not been shared with the Board.
How to move forward? Lambert prefers to create a rule that will solve this problem. Markl and Iang believe such rules already exist. Mario suggests closing it now, and spending more time on getting new sponsors. Iang points to the wider closed-project context. Mark points to possible entering into contracts and expecting the board's rubber-stamp. It was pointed out that an action of a board member can bind the Association.
Discussion continued on the presence of the name and whether searching of archives is present. A compromise was suggested as withdrawing the previous motion and proposing on to use first name only. This was accepted, earlier motion was withdrawn, and the motion was put again.
Resolved, that, in the opinion of the committee, Daniel acted improperly and without authority by deleting documents that form part of the minutes and deliberations of the committee. Any such changes are to be reverted, and no committee deliberations, minutes or attachments are to be deleted without the express authority of the committee. Further, the committee requires Daniel to provide a copy of any and all correspondence entered into with any third party concerning the sponsorship proposal that has not been previously disclosed.
Moved by Mark, seconded by Lambert. AYE: Iang and Markl. ABSTAIN: Lambert. NAY: Mario. Carried as p20100721.2. Lambert agreed to contact Daniel.
Moving on, it was agreed to defer discussion about any risks until we see the full correspondence. Mario thought there was no contract in place. However, as the server had been delivered late last year, as three directors had been involved, and as no clear record of correspondence is available to the Board, we cannot conclude the absence of a contract. In the English common law, parties are able to rely on the representations of officers, which is very different to the civil code practice.
Informal, Question time 20100718
20100718 22:12 Chair asked for Questions. It was agreed that the meeting of 20100718 was improperly called, had no agenda, and can be dropped (including the wiki page).
Lambert introduced three points for the future. He intends to talk to ex-treasurer. We can move to appoint a new director, as Alexander has confirmed his availability. Finally, Oophaga has requested an update, for their September meeting. The meeting was set for 20100801 and the last point was incorporated.
Lambert requested an informal phone conference to establish better working relationships, and indicated a proposal was to be sent to Board to confirm the removal of some Arbitrators for non-responsiveness. Mario notices that he has a list of OAs now and wishes to discuss something similar.
- Synopsis of the meeting will be written when the meeting is finished
mYYYYMMDD.#: Motions from the meeting
Post meeting transcript here!
Original meeting transcript in SVN Comment: Replace in original .txt file YYYYMMDD by the real date of the meeting and after that cancel this comment.