Committee Meeting 2011-12-11

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

Committee Members: feel free to add a business within the acceptance period or your question to the board below. Others: add a question to the questions section.

Premeeting

  1. Minutes author prepares the minutes from the last meeting

  2. Minutes author prepares the action items. All action owners to update.

  3. Minutes author puts motion m20111129.1 to accept the minutes

Agenda

  1. Preliminaries
    1. Who will be chair for this meeting (as this is the first meeting)?

      How about the meeting is shared by a non-board member until the positions are filled? This should be done before any other decision is made.

      -- BenediktHeintel

    2. Chair opens the Committee Meeting

    3. Accept the minutes from the last meeting.

      Can we actually vote on the minutes of a meeting we didn't attend?

      -- MichaelTänzer 2011-12-08 02:56:15

    4. Who is making minutes?

    5. Chair asks whether cacert-board-private maillist includes any items that need to be disclosed to Members.

    6. Chair introduces the URL of action items to the meeting, and asks for discussion.

      Probably ask old board on the state and what exactly some items mean

      -- MichaelTänzer 2011-12-08 02:56:15

  2. Businesses Important Note: Acceptance of Businesses 48 Hours before beginning of Committee Meeting latest!

    1. Make the new board compliant to the Association Act 2009 and to be compliant with the Inc rules.

      • See AGM/AGM20110227#Minutes 

        Resolved that, in view of our international character, if the
committee finds itself needing to make adjustments to meet the
requirements of the Associations Act 2009, that we the Association
consider the following as appropriate:
 (a) that the committee appoints such members to the committee as
     are needed to meet requirements, and
 (b) in the event that any members of the committee, being duly
     voted in by the Association, find it necessary to resign
     because of (a) above, that
     i.   the committee form a single sub-committee under Rule 22,
     ii.  the committee appoint said resigned members who were duly
          voted in by the Association to the sub-committee,
     iii. the deliberations of that sub-committee be incorporated
          into the deliberations of the committee, to the extent
          possible under R22, and
     iv.  the committees together be known as the Board, and their
          members be known as Directors.
      1. review the Assoc 2009 act clause.
      2. Review the motion/mandate from the last AGM that supports the board in reconfiguring.
      3. discuss the protocol for a potential subcommittee ... how it relates to board, etc.
      4. propose a board motion that the sub committee be created.
      5. accept resignations and appoint to the sub committee.
      6. notify the membership of the the results.

        One proposal is the following: 

        1. Identify, that Committee needs 2 more AU residents
   to be in compliance with the Association Act 2009
2. Do we have two AU residents we can appoint to the
   new committee?
3. On YES: forming a subcommittee (i)
   (probably the first motion)
4. 2 members have to resign from voted committee from
   last AGM and to move to the new formed subcommittee (ii)
5. The remaining 5 committee members are also added to the
   subcommittee and transfer the business to the subcommittee (iii)
6. Subcommittee appoints 2 AU residents to the committee

    2. Choose some members for the roles of President, Secretary, Treasurer. In recent practice, we have moved to making these things more team oriented so that there is always extra hands to help. Added by Piers

    3. Review the standing instructions for bank accounts, public officer, AU requirements. Added by Piers

    4. Ask Public Officer to submit special resolutions from AGM and Financial Report to the OFT Added by MichaelTänzer

    5. Review the timings & dates for future meetings. Added by Piers

    6. 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.

    7. et cetera

  3. 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

    1. Question One added by Your Name Comment: Replace "Question One" by Your Question and add your Name

      • et cetera
  4. Closing

    1. Confirm the next Committee Meeting: Usually every 1st and 3rd Sunday of the month 21:00 UTC.

    2. Chair closes the Committee Meeting

Minutes

1 Preliminaries

Present: Dirk, Ian, Jeffery, Kevin, Michael, Piers, Raoul, Tomas, Werner.

1.1 & 1.2 Open

Meeting chaired by Dirk

1.3 Last Meeting Minutes

Motion to accept the minutes from the last meeting open.

1.4 Minutes taker

Piers to take minutes.

1.5 cacert-board-private maillist

Marcus posted the financial report - for which discussion delayed to next meeting.

The Oophaaga money transfer was requested, which they acknowledge receiving.

1.5 Action Items

Discussion deferred to next meeting. (Need help from old board to clarify some items.)

2 Business

2.1 Make the new board compliant to the Association Act 2009 and to be compliant with the Inc rules.

This is a process agreed to by the previous AGM to deal with the situation where less than 3 AU members are elected to the board. See AGM/AGM20110227#Minutes.

There is one AU member on the board (Piers) and two willing to be appointed (Ian and Kevin).

The Board is limited to 7 members, so two non-AU / non-office bearing members must resign.

Further discussion postponed to after selection of office bearers.

2.2 Choose some members for the roles of President, Secretary, Treasurer

Following people selected:

2.1 (revisited)

Motion: form a sub-committee under rule 22 carried.

Motion: accept the resignations of Michael and Werner and appoint them to the subcommittee carried.

Motion: nominate Ian and Kevin as members of the committee carried.

Comment from Ian: the AU restriction in law exists to have some local people to pin any blame on. This means that the Australian residents on the committee bear some higher degree of responsibility. In theory this means that the appointed australians have to act as if they are directors.

Appointing AU residents should be a stop-gap measure, so we should all consider solutions for the future.

As it is, all 9 members of the combined committee and sub-committee are entitled to vote on all board matters excepting those covered by section 22(c). Appointed members are entitled, but not required, to vote on board motions.

Motion: that appointed Australian members be given access to voting tool, private list, and other such facilities carried.

2.3 Review the standing instructions for bank accounts, public officer, AU requirements

Banking Facilities.

2.4 Ask Public Officer to submit special resolutions from AGM and Financial Report to the OFT

Kevin agrees to stay on as Public Officer.

New updated full Inc rules revision can be found here: CAcert-Rules-of-Association-20111127.pdf.

Motion: ask the PO to hand the forms over and be reimbursed for the fees after handing in the invoice 42+49 AUD carried.

2.5 Review the timings & dates for future meetings

Most happy with Sunday 21:00 UTC. Some will find 21:00 UTC difficult. Perhaps use doodle.com to arrange a mutually agreeable time for meetings next year.

4 Closing

Please check this link: http://wiki.cacert.org/AGM/NewBoardCheckList.

4.1 Next meeting

Next meeting: Sunday, December 18th 2011, 21:00 UTC

Motions

Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20111211 (last edited 2011-12-12 23:13:21 by Piers Lauder)