Committee Meeting 20100912
The meeting will take place at 09:30 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.
Prepare minutes from last meeting
- put motion to accept the minutes
- Summary of cacert-board-private list since YYYYMMDD and reason for privacy
Update action items
- Chair opens the Committee Meeting
- Who is making minutes?
Options for AU added by Iang
- need to improve our AU rating
- Canberra ATE, re-incorporation plan
- options, discuss...
How to bootstrap OA for Belgium added by AlexanderPrinsier
- Currently only one OA for Belgium
- Another assurer wants to become OA, but need two OAs to sign-off.
- Can board allow an exception (maybe with help of arbitrator)?
- Question Time
- Chair closes the Committee Meeting
Present: iang, markl, Q. Apologies: Alexander.
09:38 Chair opened the meeting, and checked the minutes. Voting had taken place, and they are accepted. As Alexander was not present, it was moved to defer Item 2.2, declared carried as a procedural motion.
2.1 Options for AU
As most of the board is not present, we need to think on how to communicate. Iang took the floor and entered prepared notes:
2.1.a Presentation from Iang -- ATEs in Australia
According to the new act, we are required to have a NSW public officer, a NSW address, and minimum 3 Australian directors. We are short of Australian directors, and Mark as PO has indicated in the past that he's only holding this for the short term.
There are several possible paths to address this.
- check our members for anyone who might help fulfil these roles.
- recruit more Australian and NSW members.
- adjust the rules so we can appoint additional directors, so as to preserve the sense of democracy.
- however, the next set of rule changes *MUST* be aligned with entire Associations Act 2009, else it will be rejected by OFT.
- re-incorporate in a more appropriate place with more appropriate form of entity.
- Mark and I have had some preliminary discussions on the Company Limited by Guarantee (the Australian Federal equivalent form). Notes to come.
ATEs. Building the Association. I can do more ATEs, and include in the ATEs the good works of the association.
Doing more ATEs adds these benefits.
- feeds also into the audit task as it is a process for collecting co-auditing over Assurers.
- helps other recruiting for tasks.
- continuing role-out of Assurance process.
Locations. Canberra: I have a contact here in Canberra to provide a venue; I just need to pick the date. As there are minimal travel costs and no accommodation costs, there are no more blocking issues.
For other places, I need help. These need to be coordinated: venue, on-ground support, flights, accommodation. To a large extent it is easy if flight/transport/accomodation are sorted out, and impossible if not are sorted out. Chicken and egg.
2.1.b Presentation from Markl - Australian Company limited by guarantee
Here are the notes concerning an Australian company limited by guarantee... it's not as attractive as first thought, as it still requires at least two Australian resident directors At the very least a public company must:
- Have at least 3 directors and 1 secretary;
- Have at least 1 member;
- Have a registered office address and principal place of business located in Australia;
- Have its registered office open and accessible to the public;
- Be internally managed by a Constitution or Replaceable rules;
- Maintain a register of its members;
- Keep a record of all directors' and members' meeting minutes and resolutions;
- Appoint a registered company auditor within 1 month of its registration;
- Keep proper financial records;
- Prepare, have audited and lodge financial statements and reports at the end of every financial year;
- Send to its members a copy of its financial statements and reports, unless the member has a standing arrangement with the company not to receive them;
- Hold an Annual General Meeting once every calendar year within 5 months of the end of its financial year;
- Receive and review an annual company statement and pay an annual review fee. A charitable or not-for-profit company may be eligible for a reduced annual review fee if it meets the criteria under the definition of 'special purpose company' in regulation 3(a), (b), (c) or (d) of the Corporations (Review Fees) Regulations 2003; and
- Lodge notices whenever changes to its officeholders, office addresses, constitution and its name occur within specified timeframes as determined by the Corporations Act 2001. As a general guide please refer to "Legal obligations of a company" on our website at www.asic.gov.au/companies for more information.
Benefits of Company Limited by Guarantee
- Only reduces the number of Australian directors by one (still require two)
- Maintains same basic structure of members
- Defined path to move to this type of entity, with special resolution and approval of the Director-General of Fair Trading
Downsides of Company Limited by Guarantee
- Signficantly increased record keeping requirements
- Initial costs
- Registration $340.00
- Preparation of constitution $1500-$3000
- Ongoing costs
- Annual review fee $1029.00 (we would not qualify for the reduced rate of $41)
- Accountants fees (registered office) $300+
Steps to perform transfer to Company Limited by Guarantee
- Pass a special resolution determining authorising an application to the Director-General and approving the proposed company constitution
- Must submit an application to the Director-General, including the special resolution and proposed constitution and $54 fee
Note that because of a recent amendment to the Corporations Act, it is no longer necessary for a "Small company limited by guarantee" to lodge audited financial reports. This would apply to CAcert. There are several tests, with the most criticalbeing revenue not in excess of $250,000.00.
Discussion on 2.1.b -- reincorporation
Iang: "why don't we qualify for reduced rate of $41?" Markl: "to qualify for the reduced rate, the objectives of the company must be for a "charitable purpose", which is a technical definition in law, and we don't meet any of the requirements (incidentally, it is also the same reason why we do not qualify as a deductable gift recipient under australian taxation law)."
Q: on brief reading, "it seems that it costs a lot more, but does not really provide anything in return (other than reducing #of directors with one)." law adds: "the costs ... would be 10% of CAcert's today income (iirc)."
09:53 Markl moves that we move to the private channel to discuss an issue that would be prejudicial to the members' interests if discussed publicly. Motion carried.
10:11 Committee returns. Some discussion about benefits of company limited by guarantee, Victorian code, other jurisdictions. No conclusions reached.
Markl suggests we need
a rule change to creates "a special class of committee seats that have Australian residency as a qualification, and" b. "simultaneously seek to recruit as many Australian members as possible."
Q suggests this needs to be discussed broadly: board and AGM. Generally agreed that it is only serendipity that we have two Australian directors now, and we need to ensure this is resolved in the future. And, the members need to understand this point as well. Iang moved:
Resolved, that the committee prepare a rule change that addresses the need for 3 Australian resident directors, to be presented as Special Resolution to the AGM.
Seconded Q, all in favour, posted as m20100912.1. At this point it was moved, that, the motion above is not concluded at this meeting, and is open for 1 week for other directors. All in favour, carried as a procedural motion.
Discussion on 2.1.a -- ATEs
10:51 Iang summarised the presentation above: There are 2 possibilities:
- Major AU cities, Sydney, Melbourne, Brisbane, Perth, Adelaide. This gives us 53% coverage of the entire country.
- Cost estimate is $500 AU or (Euros 373) for each participant.
Sydney has already been done (1).
Then, 2nd possibility is because we need PO and address in NSW: 4 or 5 locations in NSW, as listed in notes in pink block. These would take us up to 60%, overall.
- One of those is Canberra (which has a border town in NSW called Queenbeyan), which Iang intends to do.
- 2 or 3 of the others are possibly within driving reach of myself and/or Mark.
- But these are small towns, 250k each. The best possibility is the major cities, option 1. above.
Discussion. Mark endorses Melbourne/Sydney/Brisbane.
Some discussion on participants (Australian Assurers). Q asks for ATE-Sydney report. Sydney had 6 Assurers 4 Assurers, 6 co-audits, and around 12-16 others. Feedback was that things have been quiet in Australia for a long time. Assurers said they had forgotten a lot of the process, but CASPER shows Sydney results from co-auditing were good.
Law: how much money do we have available? Discussion turned to financing the ATEs. Law and Mark are positive. Law wants to see financials. Markl states there is currently $15,004.88 cash at hand. Only significant liability is $AUD4400/year to Oophaga, paid up to end 2009, with all of 2010 yet to be paid. Q: Q1,Q2 to be invoiced shortly.
Iang points out that any events are dependent on a local Assurer stepping forward to help. Also, something like reliable approval is needed before booking flights/accom. And there is no point in talking to these people without some sense of reliable ability, such as approval in principle.
Q: we should reserve funds for 2 trips to major cities, and others to NSW. A budget would be good. Iang suggests that $500 is an average, posts some scratch numbers based on flight + 1 night accom + $100 expenses.
Q suggests $100 for NSW, Mark suggests a bit low, agreed at $150. Preference emerges for Brisbane and Melbourne. Preference for both Mark's and Iang's participation in the 2 major cities.
Q: costs of alternate (reincorporation) are looking like minimum 3k plus 1.5k annual, so this could be money well spent. How to move forward? Preference for Melbourne + Brisbane, and more in NSW. We need some form of budget, and details later? Iang points out that if Adelaide comes forth with a good proposal, this will result in lost opportunities. Best to have some approval up front. Q: however, we should get agreement from law and aphexer.
Iang: "So what is it that I can rely on? Melbourne, Brisbane, $500 x 2 Iang + Markl ?" $2000 in all, Q calls for a motion. Iang proposes, after some delay:
"Resolved, that AUD $2000 be earmarked for 2 ATEs in Melbourne and Brisbane, attended by Iang and Markl, with progress reports to board & AO."
Seconded by Q, Aye from Q and Law. Abstain from Iang and Markl. Chair declares the motion carried as m20100912.2. Q asks for a further motion for NSW. With some discussion, Q proposes:
"Resolved, that AUD $450 be earmarked for 3 ATEs in NSW area, for the pursuit of current Australian Membership objectives"
Seconded by Law, Ayes by Law and Q. Abstain from Iang and Markl. Chair declared the motion carried as m20100912.3.
Q asks for the definition of "earmark". Markl: "it means that money is set aside, with actual expenditure to be finally approved later." Some discussion on the risk to the participants in going ahead.
Chair moves on to Question time. None asked.
Next meeting discussion. Iang asks about the financial report, a draft at least, as that blocks AGM call. Mark reminds Q about the information from Ernie, still waiting.
Agreed for another meeting 19th. On meeting timings for, consensus on Sunday, Sep 19 at 11:30AM UTC, so that Nick can attend (21:30 in Oz, 07:30 in EDT). *Markl* will remind all and urge full attendance.
11:52 Chair closes the meeting.
mYYYYMMDD.#: Motions from the meeting
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