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CAcert Inc. Association
CAcert Inc. is an incorporated non-profit association registered with New South Wales (NSW), Australia. - It was incorporated by 24 July 2003, with the full association name CAcert Incorporated under the Incorporation No INC9880170
Association Rules
The Association is incorporated under a slightly modified version of the model rules published by the NSW government under the 1984 Associations Incorporations Act. You can find a copy of the current CAcert Inc. association by-laws here: CAcert Inc. Association Rules or the OFFICIAL VERSION on the CAcert.org SVN - Print Version, .pdf Download
These rules define the association operations, annual membership fee, liability of association members, elections, AGM, etc. In Appendix 1 you will find the membership application form. Appendix 2 has a form with which you are able to get a proxy for voting on your behalf at any formal meetings, such as the AGM, or any SGMs.
For some more (legal) understanding, look at the law itself: Associations Incorporation Act 1984 No 143 (last updated on the 4th of December 2006). For the current forms and legislation, look to the Office of Fair Trading: NSW Business Services which is the regulator of Associations, under the Act.
General Meetings of the Association
- Every General Meeting, regardless if AGM or SGM, need to have at least five attending members.
Voting: You need to have paid up your fees in order to be able to vote. A proxy vote can be done via appointing a proxy for your vote. See here: Association/Voting for more information.
Annual General Meeting - AGM
Annual General Meetings of the association are (should be) called yearly. Here is a draft and proposed agenda for the next AGM. Anyone can suggested items to be discussed, but only members have a say.
Special General Meeting - SGM
- Text
History of General Meetings
CAcert Inc. Association General Meetings ( agenda, details and minutes) in the past:
AGM 30th January 2010 work-in-progress
Committee (Board of Directors)
The current members of the Committee (the "committee of management of the association") can be found here. All current members of the Committee are Association Members. The Committee is responsible for the management of CAcert Inc. The Committee does not employ a secretariat so is responsible for both CAcert Inc. policy and its administration. Board business can be found at Committee (Board of Directors).
Association Membership
Terms: Association Members are part of the Association
- Note: Do not mix up terms:
Association Member means a member of the Association CAcert Inc., and is what is discussed on this page.
Member means a person registered at the CAcert.org website as part of the community. (Community) Members are not discussed on this page.
According to the policy decision p20080106.1 the term member now belongs to the community. This is because it significantly eases understanding in the community itself.
What can an Association Member do?
An Association Member is able to nominate or to be nominated to serve on the board (Committee) of CAcert Inc. An Association Member can vote at AGMs and SGMs on any motion that the board puts to the association membership or any resolution brought forward by an association member.
(Registration at the CAcert website as a (community) member does not give any right to vote on any motions brought up at any AGMs or SGMs.)
How to become an Association Member
If you want to become an Association Member of the CAcert Inc. Association, please read the association rules, and afterwards fill out this Application Form.
- There are several formats available for completing form fields and handling via email in digital format. Have the digital form (or the emails) signed with CAcert certificates:
A step by step guide for becoming an Association Member can be found here.
- To become a full member of CAcert Inc Association (once again, this is different from being a registered member of the community of CAcert) you have to be
- nominated by a current CAcert Inc Association Member,
- seconded by another current CAcert Inc Association Member,
- accepted by the board (as per the rules), and
- pay an annual membership fee.
- First step then is to try to find an Association Member who will nominate you, and another to second the nomination. E.g. via a request to one of the CAcert email lists. When you find two association members tell them why you want to join and what you plan to contribute. Once nominated (the nominators will send a signed nomination form to the association members and CAcert board), the treasurer will notify you when you have to pay the annual membership fee in order to be a full member of the association with all rights and responsibilities as described in the official Association Rules.
- The easy way is to print off the Association Membership application form, complete it, scan it and send it of for nomination via a (CAcert cert) signed email.The other is to complete the digital forms, and sign it with a CAcert certificate.
All Association Members must be on the membership email list. This list is for notices to Association Members *ONLY*, not for general discussions. This list allows the board to notify Association Members of any motions needing a majority vote to make changes, or for any AGMs or SGMs.
Annual Membership Fee
If you are located outside of Australia you can pay your yearly membership fee by Pay CAcert US$10 Fee. Note the Paypal button on this page is a subscription button which will charge your Paypal account automatically every year. To remote this subscription you have to send a signed email to the Treasurer of the CAcert Board. If you pay from your Australian bank account please use a direct money transfer to: CAcert Inc, BSB: 032073, Account No.: 180264, bank account and inform the Secretary of the CAcert Board.
- The current membership fee is US$10/year.
- While you will be notified of your membership being due before the end of the association financial year, please make sure you are paid up before the 30th of June otherwise you will loose membership rights.
- Your membership can be resigned by sending a signed email to the Secretary of the CAcert Board.
Membership Announcements and Discussions
CAcert has a wiki for information about CAcert services and certificates.
It has a special place for CAcert Inc. and Membership information.
It also provides info about the next General Meeting.
- Nominations for board function for elections will be notified on the wiki as well.
- This information is a wiki and so is not the formal CAcert Association membership information. No one is responsible for the contents of these wiki pages, but you may find information there which is meant as information exchange between Association Members.
- Email lists:
There is a member announcements and discussion email list: < cacert-members@lists.cacert.org > . If you are an association member you should have been added to this email list. Meeting notifications and notification of resolutions and nominations for board elections will be sent on to this list. If you are not receiving email via this list and you believe yourself to be a member, please contact the board or support as soon as possible. This list is can also be used for discussions between association members.
A moderated list for sending (signed) emails to the CAcert Committee (board): < cacert-board@lists.cacert.org >.
Some explanatory notes on Association Act and CAcert.Inc by-laws
- The following are some private notes from Teus Hagen. Teus made these notes while reading the NSW Australian Association Act document and the Rules of operation of CAcert. It may help you to understand in a fast way what the information is about. Teus is not a native english speaker, nor used to the anglo style of law. Feel free to improve the explanation.
- A brief summary:
CAcert Association is a closed association (you can only become an Association Member via nomination and acceptance from the board (called Committee). Association Members should not be involved with other Certificate Authorities.
The liability is limited to the (unpaid) yearly fee (10 US$).
- There needs to be a yearly Annual General Meeting.
- The Committee (board) has a maximum of 4 (with a clear function: president, etc.) plus 3 (no special function) members. 3 board members needs to be present at meeting in order to decide. There may be sub-committees installed by the board.
- The Public Officer is most liable and is the contact to the Director-General of Affairs (Australian Trade Office). Public Officer must be NSW resident. A yearly report (before 1st of July) need to be provided to the Director-General.
- The association is not permitted to provide own (money) gain for the association members (really non-profit for association members).
- There need to be periodically meetings for the Committee (board) as well General Assembly (and you need to be on time!). Notices, decisions and resolutions can be done in a modern way (e.g. signed email).
With at least 5% of members one can ask the board to call a Special General Meeting (SGM).
The notes on the Association Act
The legislation that covers incorporated associations in Australia NSW is pretty straight forward and easy to read. It is called the Associations Incorporation Act 1984, and you can find it here.
- What follows here is some interpretation of this law, a trial to high light issues and to show where to look for if you want to know more. By no means this abstract are law rules of the CAcert Association (or CAcert Inc. in Australian NSW terminology).
- The compact information high lights some aspects of the Associations Incorporation Act 1984 No 143 (latest changes on 4th of December 2006). There are penalty (max) definitions (for each association committee member) for each rule, in case the rule is not obeyed, usually only for committee members. The conclusion is that the committee (board) of the association is the grip for the Director-General of NSW on the association. The Public Officer is the most important committee member for the outside world!
Part 1 Preliminary: merely definitions (officers, Public Officer, members).
Part 2 Incorporation
- 7: There is a minimum amount of members for an association: 5
- 8: Initially there should be at least 2 association members in the committee (board). The association should have a name (add .Inc), principal address in NSW.
- 11: Rules of incorporation association (should comply with model for Rules; they bind all members)
- 16: Liability: members and/or officers of the association are not liable to payments of debts, liabilities of Inc., costs, charges and expenses for winding up of the association, have no rights on properties of the Inc.
- 19: Object and rules (see Rules of Association separate document).
- 20: Alteration of objects and rules (within 1 month lodged with General-Director by Public Officer)
- 21: There is a register of the members of the committee (name, date of entrance, address) kept on residential address of the Public Officer.
- 22: Public Officer: Original a person who did the association application. Change of Public Officer withing 14 days noticed to Director-General in NSW. Within 14 days vacancy of Public Officer to be filled (if not, each committee member gets a penalty). Public Officer must be residential in NSW (and of course healthy, and economically OK).
- 26: AGM: each year before July an AGM (General Director may extent this requirement. Agenda: income/expenditure, assets and liabilities, anything which affects properties of the association last financial year.
- 27: Within one month after each AGM lodge the financial year report with Director-General. 28 Keeping of proper accounts and minutes of committee meetings and general meetings.
Part 5 Contracts, debts of the association
- 29: Any person acting under express or implicit authority of the association may enter, change or discharge a contract in the name of the association. This is binding for the association. Even if the person is direct or indirect interest in the contract. Public Officer may authenticate.
- 30: The association may by writing appoint an Agent for limited or unlimited time frame to execute deeds on behalf of the association.
- 38: Any person of the committee at the time a debt is occurred is liable to max 50 penalty units (or max 1 year prison) unless proved to be without express or implied authority or consent and knowing that the association would not be able to pay.
Part 6 Insurance
- 44: requirement to insure against liability of the association
- 45: unless each member of the association is liable to contribute in winding up the association to an amount not less than the amount of the coverage required (???)
Part 7 Amalgamation of association and transfers of incorporation
Part 8 Winding up and cancellation of incorporation
- 50: Voluntary winding up by resolution
- 51: Winding up by court (due to debts, activities not in line with the goal of the association, pecuniary gain for members, by opinion of court).
- 53: Surplus not distributed to any members, disruption in accordance with special resolution of the association.
- 54: By Director-General e.g. clearly not operational, clearly for profit of its members, fraud etc, no AGM (and rules for that) in 3 years.
- 55: Operational rules for vesting of property after cancellation of incorporation.
- 56: Association may register as company or co-operative under certain restrictions.
Part 9 Miscellaneous
- 59: Register by Director-General (copy certificate, inspection of registration, reproduction of documents lodged).
- 60: Constructive notice (association privacy is kept).
- 61: In compliance with rules and authority of Public Officer.
- 62: Evidentially provision (certificate statements of Director-General).
- 63: Service of Documents (how to address the association formally: to address of Public Officer, minimal 2 members of committee, or by direction of Director-General).
- 64: Documents to Director-General are not lodged until fee is paid to GD.
- 65: Powers of General-Director (refuse documents e.g. if they are contrary to law, omissions, errors, etc.). General-Director may require error correction, completion or supplementary information.
- 66: Association may not (also not as trustee): trade, secure pecuniary gain for members. 67: production and inspection (by General-Director) of records
- 68: False or misleading statements (in lodged documents).
- 69: Offense of using certain names (with .Inc attached).
- 70: Offences by officers etc.
- 71: Proceedings for offenses.
- 72: Appeals from decisions of Director-General.
- 73: Regulations.
Schedule 1: Matters to be provided for in rules of an association and in model rules: see Rules for associations incorporated: http://www.cacert.org/docs/CAcert_Rules.pdf
The Notes on the CAcert By-Laws
Besides the law for Associations Incorporation Act 1984 No 143 there is a model for the operational Rules for associations under the Association Incorporation Act, 1984. These Rules you can find here. The Rules are basically all taken from the standard model. Note the extra rule about member conflict of interest situations (involvement with other Certificate Authorities is not permitted).
. What follows is an short and incomplete description of the formal 19 page Rule set. The following are only notes taken by reading the official information and maybe useful (or misleading) for others.
Part 1. Preliminary
Definitions for Director-General, members, secretary, special general meeting, ...
Part 2 Membership
2: Natural persons can qualify for membership: nominated by 2 members (proposer and secunder by e.g. signed email; there is a form for this).
3: Members are lodged by the secretary. Nominee may not be direct or indirect employee or contracted to a Certificate Authority. Committee may reject a nomination. Committee acknowledges the nomination with e.g. a signed email. Fee must be paid within 28 days.
4: End of membership: of course in the natural way or by expulsion.
5: Membership cannot be transferred to other persons.
6: Committee may decide upon conflict of interest situations (no direct or indirect involvement with Certificate Authority). Members are required to lodge conflict of interest situations immediately.
7: Resignation of membership e.g. by signed email (pay all fees up!). Your membership will be ceased if you do not pay fees for three years.
8: Register of members: maintained by Public Officer (name and addresses, entrance date), is open for inspection free of charge by any member (copies or parts thereof costs a fee of 2.50 US$).
9: Annual fee is 10 US$ to be paid before 1st of July each year (special arrangements for new members after 1st of July?).
10: Liability: limited to unpaid (if any) fee.
11: Internal disputes go to community justice center for mediation.
12: Disciplining of members: refused to comply with rules, against interest of association, go via committee (expulsion, suspension for a period of time).
13: Right of appeal via general meeting: special resolution.
Part 3 Committee
14: Board is called Committee of Management: control, management of affairs, all functions to be exercised for the association and has power to act upon.
15: Constitution and membership: office-bearers (president,vice-president, treasurer, secretary) and 3 ordinary members, all elected at AGM. All hold office until next AGM (maybe re-elected). Committee may appoint a member to fill vacancy until next AGM.
16: Election: nominations by 2 members of association and signed email of nominee. Delivered to secretary minimal 7 days before AGM. Insufficient or just sufficient nominations: all nominated candidates are taken elected. Committee decides on ballot if election is needed.
17: Secretary: lodge address. Duties: minutes of appointments, names of members present at meetings, proceedings and minutes of meetings.
18: Treasurer: Duties: keeping books and accounts, collection of fees.
19: Casual vacancies: natural and economic causes (of course), end of membership, remove from office resignation with e.g. signed email to secretary, and is absent from all meetings within 6 months period.
20: Removal of a member: General Meeting resolution (note procedures).
21: Meetings and quorum: Committee meets at least 3 times per year; convened by president or any committee member, notice with agenda at least 48 hours before the meeting by the secretary; at least 3 members need to be present at least 30 minutes from meeting start time. Differs to this only if unanimously.
22: Delegation by committee to sub-committee: in signed writing to sub-committee (may have ordinary members). Need good description of what it is about and limitations. Committee may revoke decisions taken by sub-committee.
23: Voting and decisions: majority of vote of members of (sub-)committee in the meeting. Presiding member may decide on equality of votes. Votes may be done via internet.
Part 4: General Meeting
24: AGM within 6 months after expiration of financial year.
25: Committee decides upon date and time; agenda: minutes last meeting, (committee(s)) report of activities during last period, election committee members, financial report (income/expenditure, assets, etc).
26: Special General Meeting: by order of committee or requisition of members (within 1 month called), at least 5% of members by e.g. signed email, request needs to have: purpose of meeting, signed by members making the requisition, lodged with secretary, documents signed by members making the requisite (note time escape for fault meeting and expenses reimbursement).
27: Notice at least 14 days, 21 days for meeting with a special resolution by secretary. Members can send e.g. signed email to bring any other business to the secretary for a general meeting for inclusion in the upcoming notice of a meeting.
28: Procedure: quorum (at least 5 members) needs to be present at least 30 minutes after official start time (else next week another meeting with quorum of at least 3 members).
29: Presiding member: president or vice-president (or if vacant: elect a chair).
30: Adjournment may be done by majority of members present. If more then 14 days, secretary gives notice.
31: Making decisions: show of hands or by poll. Declaration by the chair. General meeting poll may be demanded by chair, or at least 3 members present or by proxy. The resolution of the poll is taken to be a resolution of that meeting.
32: Special resolution: majority of 3/4 of members in person or by proxy or by secure online methods (notice at least 21 days before the meeting) Director-General may decide differently on this.
33: Voting: on any question raised at meeting, voting by any present member/proxy (no more as 5 proxies per present member), decision by majority (on equal vote chair decides), voting right only when all fees are paid up.
34: Appointment of proxy: appointment at least 24 hours before start meeting to secretary, there is a form for proxy appointments 35: Insurance: the association may do that.
36: Funds-source: entrance fees, yearly fees, donations and subeject to AGM from other sources.
37: Funds-management: subjected to AGM, all payments signed by at least 2 members of committee or authorized persons.
38: Alteration of objects and rules: only via special resolution.
- 39: Common seal: in the custody of Public Officer
- 40: Custody of books: with Public Officer
Copy of Certificate of Incorporation of CAcert
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