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Special General Meeting, April 9th 2016, 12:00 UTC

This is the discussion page for an SGM to be called to discuss the unpleasant situation resulting from the AGM that was held on 2015-11-22. This page is used to refer to discussions happening around the proposed business.
This SGM is confirmed by arbitration.

• Contents

  1. Special General Meeting, April 9th 2016, 12:00 UTC
     1. Call by Members
     2. Meeting
     3. Agenda
     4. Proxies
        1. Proxylist (draft)
     5. Administration
     6. Decisions
     7. Minutes
        1. General information
        2. Minutes

Call by Members

Meeting

The meeting will be held the Saturday, 9th of April 2016, 12:00 UTC in the IRC channel #SGM on the irc.cacert.org IRC server. Procedures should be followed, check there for more help. To help, please be there very early so we can get people voiced up. See here to know your local time to attend: https://www.timeanddate.com/worldclock/meetingtime.html?iso=20160409&p1=136&p2=37&p3=240&p4=179

The meeting is public, everyone is allowed to attend. The SGM will be moderated, only association members will be voiced.

Please make sure your fees are paid up.

• What to do if you cannot be present at a General Meeting? Information about proxy vote and early vote.

Agenda

By a ruling from arbitration, the agenda to be used for the meeting on April 9th is the agenda as it was available on March 2nd, which is version 13: SGM/20160409?action=recall&rev=13 (formerly SGM/Next?action=recall&rev=13)

For this SGM, business must be notified to the secretary:

1. Meeting Administration
   1. Name chair of the meeting
   2. Who is making minutes?
   3. Identification of members with voting rights
   4. Identify proxy votes
2. As the first order of business, to consider and vote on each and every properly submitted membership application received by the the secretary in the proceeding sixty days, up to the opening of the SGM that has either not yet been admitted to the association as a member, or have been refused membership.

   1. see New Members for list of new members.

3. RESOLVED, that the board motion m20160228.4 expelling Guillaume R. immediately is overturned. Guillaume agrees the CCA/DRP and he was expelled supporting Iang about CCA and Arbitration.
4. To consider, and if thought fit, to vote on the following resolutions:
   1. RESOLVED, that the membership is disheartened by the recently elected committee and its persistent disrespect for properly established arbitration policies and procedures.
   2. RESOLVED, that the committee as constituted no longer enjoys the confidence of the members, and each committee member is removed from their position. Rule 20.
      • In the event that 2. fails, 2.b is called for each member in turn:
      • 2.b RESOLVED, that the member NAME no longer enjoys the confidence of the members, and NAME is removed from their position. Rule 20.
   3. RESOLVED, that CAcert Inc has been placed into an unacceptable breach of our CAcert Community Agreement, is no longer acting in the interests of the community, and is therefore no longer a suitable vehicle for the community's property and role as executive.
      • if 3. passes, then propose this motion 4.:
   4. RESOLVED, that CAcert Inc be placed under emergency administration by a caretaker board of 3 Australian members who are empowered to wind up the association in consultation with OFT and transfer the property to a new corporation.
      • Else, if 3. fails, propose this motion 5.:
   5. RESOLVED, that
      • CAcert Inc's actions were the sole responsibility of the committee members,
      • that CAcert Inc with a duly formed committee that respects and abides by the rulings of arbitration enjoys our confidence in the future, and
      • that the liabilities of CAcert Inc during the period of troubles should remain strictly limited under our DRP as if arbitration was not suspended.
   6. RESOLVED, the new committee is to create a detailed and fully transparent, uncensored report of the old committee's activities since the AGM to which all members of the community may contribute. This report is to be presented to a general meeting for ratification.
5. If the above motion to remove the committee is carried, RESOLVED to elect a new board.
6. To consider, and if thought fit, accept any nominations from the floor to fill any casual board vacancies arising.

Nominations for committee members (board directors) should be sent to the Secretary (secretary@cacert.org) in signed email. CC to cacert-board at lists.cacert.org. Also, if you want someone to second your nomination, CC that person.

Additional business of a general nature can be notified until 14 days before the meeting (as the secretary may send out an update 14 days before). For politeness and management, get it into the secretary earlier. Rule Changes to the association's rules require 21 days, and is now closed.

Proxies

If you cannot attend a General Meeting, a proxy vote can be done via appointing an other member as your proxy-holder for your vote.

• Official proxy form is in the association rules (appendix 2) at:
  • open document format;
  • PDF format.
• Must be received by the secretary (and CC per email to an inviting member (in the case of lost emails)) at least 24 hours in advance.
• Maximum 5 proxies per member.
• In the second paragraph, either
  • leave it is as is if you trust your proxy to vote in accordance with your wishes, or
  • specifically direct how to vote on each resolution (better this in a separate mail only to your proxy).

You can find a elaborately information about proxy vote and early vote at full length for both, proxy giver and proxy holder, following this link.

Proxylist (draft)

This is a draft, as known to member's.

Administration

For the Secretary?

• check the register of members
• call for payments, to bring all members up to full standing
• prepare a call
• anticipated date: end October / start November?
• announce date, for resolutions and nominations -- done 22-03-2016 by members J.F., G.T., E.R.
• send out call -- done 22-03-2016 by members J.F., G.T., E.R.

List of Proxy

Decisions

For the vote for single committee members it was agreed to vote on each of them separately but only those with the most AYE votes should be elected. This covers sgm20160409.9 to sgm20160409.16.

The combined result was:

It is noted that mulitple members explained their votes for Alex R with that they wished him to continue in arbitration area instead of switching over to board area.

Minutes

All times within the minutes are UTC. Times in any related material provided by the minutes taker will be in CEST if not explicitly stated otherwise.

General information

Opened

The SGM was opened by the (then) president Reinhard Mutz at 12:03:07 UTC (the president stated it was 12:00 UTC, 3 logs from 3 different machines show 12:03:07 UTC).

Closed

The SGM was closed at 15:17:10 UTC by the (then) chair Philipp Dunkel.

Chair

The (then) president Reinhard Mutz took the chair at the beginning of the meeting.

At 13:11:58 the chair considered the formal part to be done. Before entering the business part, he asked Philipp Dunkel to take over chair.

Philipp Dunkel was confirmed as chair by a vote as next action. The vote closed at 13:28:38.

Minutes

Eva Stöwe was asked and accepted to do the minutes.

Present members

There was quorum.

In total 45 members participated either in person (28) or via proxy (17).

When the AGM was opened, 41 members were present in person (24) or proxy (17) (assuming that Guillaume was not a member at that time).

During the identification of the proxies there was one uncertainty if Ben Ball was paid up and by this legitimate to vote. This question was clarified by a declaration from Philipp Dunkel, that he had paid for multiple years and some of his payment now should be for Ben. By this there was agreement, that Ben now clearly was allowed to vote (via proxy).

After the initial formalities, before the business part of the meeting and before first vote, 3 members left in person (Reinhard Mutz 13:21:22, Marcus Mängel 13:21:43, Stefan Thode 13:22:01).

By this also member present via proxy (Jürgen Bruckner) left and another proxy (Fabian Knopf) was moved from Marcus Mängel to Werner Dworak at 13:21:43, as well. This is contrary to what the (then) secretary Marcus Mängel had stated in the meeting. (The secretary had counted the proxy for Werner, even while Marcus was present).

Afterwards there were 37 members present in person (21) or proxy (16).

At 13:33:27 a vote was carried to add new members to the membership. 4 of them were present at the meeting. (including Guillaume who did not vote prior to that time). Those 4 members became eligible to vote.

Afterwards there were 41 members present in person (25) or proxy (16).

The following members were present:

It has to be noted, that the process of identification of proxies, which was done within the meeting, was not sufficient to ensure the correct identification of proxies for the minutes. The proxy identification for this minutes is based on an additional table linked to the SGM wiki page by the secretary after he had finished with this identification.

There are at least two discrepancies between what the secretary had stated during the meeting and what the material provided by the secretary says.

1. The statement that the secretary received a proxy from Millis Miller was missing, when he named all (non present) proxies that he had got. It was send to members list as also to secretary 08.04.2016 10:57 UTC and also was included in the table provided by the secretary. The secretary also did not react to a mentioning of this proxy by the proxy holder (Eva Stöwe) multiple times. Later the Secretary confirmed that he counts that proxy.
2. Both secretary and Werner stated that Werner was holding the proxy for Fabian. Marcus further stated that he was [only] holding Jürgen Brückner. But while Marcus was present, Marcus was holding the proxy for Fabian, according to the table and not Werner.

Both issues did not take effect as they had no influence later, as the proxy of Millis Miller was later counted correctly and at the time of the votes Marcus had left and by this the proxy of Fabian was with Werner who executed it.

Minutes

Note: The standard items that are not named in that agenda are named in the minutes following usual practice, the items that are named in the agenda are named as in the agenda.

Part 0. Preliminaries
----------------
0.1. Open Meeting
~~~~~~~~~~~~~~~~~
At 12:03:07 UTC the president Reinhard Mutz openes the meeting.

0.2. Presentation of Agenda
~~~~~~~~~~~~~~~~~~~~~~~~~~~
President informes about a ruling which had clarified and fixed the agenda.

The ruling is linked: https://wiki.cacert.org/Arbitrations/a20160330.1

The agenda is introduced to be "version 13, have a look at the top of this page, the link is given there".
The link in the ruling (nearer to the end) is:
https://wiki.cacert.org/SGM/Next?action=recall&rev=13

Note: This link is broken. The page seems to have been moved after the SGM to:
https://wiki.cacert.org/SGM/20160409?action=recall&rev=13

No link to the agenda is directly presented in the meeting. No present member askes for it.

A question to the ruling arbitrator of a20160330.1 Lambert Hofstra clarifies that "it is a normal agenda with all the standard items, plus the items requested by the members

0.3 Chair
~~~~~~~~~
The president Reinhard Mutz takes the chair.

0.4 Minutes
~~~~~~~~~~~
Eva Stöwe is asked to make the minutes and accepts.

0.5 Identification of members with voting rights
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
The secretary states that he would voice the members with voting rights on the vote channel.

As point of business the chair is asked about possible issues with incomplete agenda and if there will be issues because of this.
The chair states that he follows "the usual agenda which in the beginning are just administration topics."
A follow up question is ignored.

0.6 Identify proxy votes
~~~~~~~~~~~~~~~~~~~~~~~~
The identification of proxy votes is performed by the secretary in a manner against which multiple members protest. First the secretary states from which member he has got a proxy (only mentioning those that are not present). Afterwards he asks individual present members to state which proxies they hold, then he acknowledges this by a statment that he is counting the proxies that the member had stated for that member. The process takes about one hour.

Eva Stöwe complains, that she would not be able to identify the correct proxies for the minutes based on this process. This complain is ignored by secretary and chair, even as it is repeated by other members.

PhilippDunkel asks "for a vote on a point of protocol to ask Marcus to correct the wiki-table and move on. Anyone second?" - this is seconded by multiple members. Multiple members request a poll (with show on hands) according to the statues 31 (3) as 3 members had asked for it.

BennyBaumann objects that this would not be possible before proxies would be identified.

PhilippDunkel then states the following point of order: "I request the Chair and Secretary to be removed as they are flagrantly violating our rule and not holding a vote" - this is seconded by multiple members. According to statutes 31 (3) (a) a poll on the request of the position of chair has to be done immediately.

The chair decides: "first we clarify the proxies."

At the end of the process the secretary is asked by Eva Stöwe if there were "proxies who were not named by the members" to which he answeres "none".

In 0.7 the secretary states later, that he "attached the file with the proxy to the wiki page.", which he had promised in between the discussion above (as only comment to the discussion about the process).


During the process of identification of the proxies the question arises, if Benn Ball had paid his membership fees, because the secretary stated, that while he had received a proxy mail from Ben Ball, that it is not valid because Ben Ball had not paid his membership fee.

Members question this, as Ben Ball is a member of the board and was elected into that position in the same financial year. Someone states that there is no rule in the association rules, that require a board member to be an association member or that one has paid the fees.

Ian Grigg moves to "to accept the proxy of Ben Ball, citing the fact that the committee has accepted his membership up until this time." This is supported by Ian Alastair Robertson.

This is discussed further after the secretary finishes with his process of identifying the proxies. After the secretary tries to move over to applications for membership and members complain that there is unfinished business.


The chair states that "in a general meeting voting is allowed for those who have paid. no payment done - no voting allowed."

The treasurer states that "Ben Ball has paid his 2014 Invoice latest"

Association rules 33(5) are quoted: "A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year."

Multiple members state that even if Ben Ball had not paid in the current year, he would be entitled to vote, if he had paid in the years, before.

The members ask for clarification about what "2014" mean regarding financial years. The treasurer states that this would be clear as financial year is equal to years as the system with which he works is calendar years. This answer is rejected by multiple members with a reference to the association rules, which speaks about financial years (and mentions 1. July as relevant date for payment of new members).

Philipp Dunkel states: "to make things easy, as I have prepaid until 2020 I hereby transfer my prepayments to Ben Ball Which means he is currently paid up to today and there is no more doubt"

This is accepted by the chair who declares that "OK Philipp, you paid for Ben Ball 2 years. 2015 and 2016. just for clarification. OK?" Which is acknowledged by Philipp Dunkel.

IanGrigg then withdraws his motion to Ben Ball.

0.7 Test of the votebot
~~~~~~~~~~~~~~~~~~~~~~~
The chair moves over to the topic "test of the votebot".

Members complain about outstanding votes. Association rule 31 (3) is quoted. This is ignored by secretary (who organises the topic) and chair.

The secretary explains how the votebot works and asks for a test vote, which is performed. The version of the votebot is stated to be the same as for last AGM. A member states that he had added an invalid entry but did not get the usual rejection answer from the votebot. Which is ignored by the chair who states that everything seems to be ok.

Philipp Dunkel states that "As the damage has already been done, and the vote has been made obsolete, I withdraw the request" [for the vote outstanding from 0.6]

0.8 Statement of President / Handover of Chair
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
The president declares that he has "to appoint Philipp Dunkel as the chair for the business part of this meeting."

Philipp Dunkel accepts role as chair.

Reinhard Mutz declares the wish to give a statement which is recognised by the new chair.

The statement is:

"First I have to say thanks to all guys of CAcert community who supported us and helped to solve several severe issues to move forward towards an audit.
Today there will be a cut. The resolution based on some disheartened feeling has the effect to release us from our proposal. Please remember that we gave a proposal in a mission statement. We cannot go and work further on to step towards a status „audit ready“ which is a prerequesite to make the inclusion of our root certificates into the main browsers happen.
Todays special general meeting and the proclaimed resolutions will freeze the status quo and have the effect that a development towards a reliable certificate authority will be stopped.
Another outcome is that who ever will join a new board will find himself in an unlimited risk of liability. The new board should take the liability of risks in the name of an anonymous group which is part of the broader CAcert community. We the europan members of the current board are not willing to take these risks.
In the name of
Juergen Bruckner, Vice President of CAcert Incorporated,
Marcus Maengel, Secretary of CAcert Incorporated,
Stefan Thode, Treasurer of CAcert Incorporated,
Felix Doerre, Member of the current board of of CAcert Incorporated,
I, Reinhard Mutz, President of CAcert Incorporated,
hereby declare that these members resign from the committee of CAcert Incorporated with immediate effect.
I have to point out that there are still 3 australian members remaining in the board. These members are
Ben Ball
Robert Cruikshank
Peter Yuill.
It is their task to take care and fill the vacant offices of the committee.
A personal note from myself:
I am used to do what I proposed to do. Because I see the impossibility for me to step forward with CAcert Incorporated I decided to leave the association ASAP.

Now it is time to change the chair.
Philipp, please take over.
Good Bye."

Three present members thank the "old board".

The following members leave the meeting:
Reinhard Mutz, Marcus Mängel, Stefan Thode.
Because Marcus Mängel leaves, Jürgen Bruckner who was present via proxy Marcus Mängel also leaves and Werner Dworak becomes proxy of Fabian Knopf.

Philipp Dunkel askes about objections to him continuing as chair and proposes to vote on this.
As there is no objection but questions about the need to confirm the chair with a vote an according vote is done.

Eva Stöwe proposes to "follow the choice of Reihnhard and continue with PhilippDunkel as chair". This is seconded multiple times. The vote is done.

It is also clarified that the votebot is handled by Philipp Dunkel, after Benny Baumann who was asked first, declines.

At 13:28:38 a vote sgm20160409.1 "Confirm PhilippDunkel as chair for this SGM" closes with:
AYE: 24
NAYE: 0
ABSTAIN: 13

The vote is carried. Philipp Dunkel is confirmed as chair.

Part 1. Acceptance of new members.
-----------------------------
The following link is provided by a member about new candidates for membership:
https://wiki.cacert.org/SGM/SGM20160409/NewMembers

Also the (former) secretary had stated before he left: "I recieved valid application for membership for Christian Recktenwald, Petrus Wilhelmus Starreveld, Guillaume Romagny, Nico Baggus, Bernd Jantzen."

The chair askes if there are objections against accepting the new members en-gros.
Two members state that they have no objections.

Eva Stöwe proposes "to accept the new members en-gros". This is seconded twice. The vote is started.

The chair clarifies: "I left Guillaume in there to ensure that there is no doubt about his membership in future."

During the vote Werner Dworak states: "If I see it rigt, this vote is invakid. You must vote onany single member separate". He was asked for a cite of the rule by Ian Grigg. The chair answers after the vote: "@Werner while appreciate your point of view, this is not a requirement according to our statutes"

At 13:33:30 the vote sgm20160409.2 "Accept Bernd Jantzen, Nico Baggus, Piet Wilhelmus Starreveld, Guillaume Romagny, Christian Recktenwald as members of CAcert Inc." closes with:
AYE: 20
NAYE: 6
ABSTAIN: 3

The vote is carried. Five members (Bernd Jantzen, Nico Baggus, Piet Wilhelmus Starreveld, Guillaume Romagny, Christian Recktenwald) are added to the membership of CAcert Inc.

Bernd Jantzen, Nico Baggus, Guillaume Romagny, Christian Recktenwald are present and become eligible to vote in following votes.

Some members welcome the new members. The new members thank the other members for the welcome.


Part 2. To consider, and if thought fit, to vote on the following resolutions:
------------------------------------------------------------------------------
2.1 Motion 1. RESOLVED, that the membership is disheartened by the recently elected committee and its persistent disrespect for properly established arbitration policies and procedures.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
The chair asks for need to discuss the item.

After some minutes there is no response.

Ian Grigg states: "The agenda has to be given fair hearing and followed otherwise we’ll be in danger of undermining the process of the SGM. The fact that we are moving to rough consensus on this issue is heartening, but we also have to record for the board to come what they should and shouldn’t do."

The chair asks to call for a vote if members would be ready.

As there is no further discussion on this item, Ian Grigg moves to put the motion to the vote, which is seconded twice.

During the vote Brian McCullough states that he probably was not fast enough but does not see te question in the vote. The chair explains that aye means to "approve the resolution as stated". Brian McCullough clarifies after the vote that he did not feel that he could speak for "the membership". The chair explains "the membership is holding this meeting. As a member you speak for yourself. Put together with all the other votes if the resolution is accepted the membership has spoken"

At 13:41:29 the vote sgm20160409.3 "The membership is disheartened by the recently elected committee and its persistent disrespect for properly established arbitration policies and procedures has closed." closes with:
AYE: 28
NAYE: 8
ABSTAIN: 3

The chair declared the motion to be carried.

2.2 RESOLVED, that the committee as constituted no longer enjoys the confidence of the members, and each committee member is removed from their position. Rule 20.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

There is discussion about the effect of this motion after 5 prior board members had declared their resignation and only 3 Australian board members remain in the board.

The discussion concludes, that the board "'as constituted'  means the board at the time of the calling of this SGM" and by this over the whole board of 8 board members. The effect of the motion would be that the three remaining board members would be removed as well and a completely new board would be created, to make a clear legal break in SGM between the boards.

Multiple members state the intention to add the Australian members again, at the end of the SGM, no confidence in the whole board would not necessarily exclude having confidence in single members of the committee.


At 13:55:25 the vote sgm20160409.4 "RESOLVED, that the committee as constituted no longer enjoys the confidence of the members, and each committee member is removed from their position. Rule 20." closes with:
AYE: 22
NAYE: 14
ABSTAIN: 4

The chair declares the motion to be carried.

The board is removed.


2.2.b is skipped, as it would only take effect if 2.2. failed.

2.3 RESOLVED, that CAcert Inc has been placed into an unacceptable breach of our CAcert Community Agreement, is no longer acting in the interests of the community, and is therefore no longer a suitable vehicle for the community's property and role as executive.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Ian Grigg openes a discussion with the following statement, which is repeated in total is it was the reasoning for the motion:

"The essential problem is that the various and many motions of the last board (as it is now) also bound CAcert Inc into the same conflct. In the event, there was a list of about 14 actions against which CAcert Inc was in breach of.  None of these were found at the time because Arbitration was stopped, so we are working on predicted rulings not findings of fact.
Of these potential breaches, many were breaches of the CCA. In particular, in CCA, every member *and CAcert inc* agree to place all their disputes before our forum of Arbitration.
In general, the following sections of CCA are impacted. [posted on request of the chair]
* CCA 2.1.-Risks
* CCA 2.1.3. Subject to Arbitration
* CCA 2.2.-Liabilities
* CCA 2.2.   Have to follow Rulings
* CCA 2.3.-Obligations
* CCA 2.3.2. False Representations
* CCA 2.3.3. Submit Disputes to Arbitration
* CCA 2.3.4. Assist Arbitrator
* CCA 2.4.   Follow Principles (Transparency)
* CCA 3.-Governing Law
* CCA 3.1. CAcert is under NSW Law
* CCA 3.2. Arbitration is the forum for disputes
(cut and past from the email posted by PhilippDunkel to members list when Arbitration was stopped.)
You should all have received the original main Subject: "Arbitration Case a20150916.1" on Sunday 20th December 2015
The particular two that are very key are these:  Agree to place all disputes into our forum;  and the decision to withdraw the limitations on liability of the Arbitators (in DRP).
These are in effect breaches of the CCA such that the CCA can no longer be relied upon by any member at all, because the strength of CCA was that CAcert Inc was bound do the right thing under control of Arbitration.
But disassembling those protections, CCA was now a one - sided agrement - you still had obligations, whereas CAcert Inc had none.
Hence recent discussions with Werner and Juergen - they believed THEY could decided to accept or deny arbitrations.
So, legally speaking, there seems no doubt that CAcert Inc was in breach of CCA for these last 4 months."

Philipp Dunkel adds to this: "The 'previous' board has multiple times defied arbitration and claimed rights beyond what it and CAcert Inc. is entitled to. As such it has broken DRP, which is essential to CCA."

There are questions why CAcert Inc is understood to be in breach with CCA as well and not only the members of the old board. This is answered by the reference that
a) the board was acting in the name of CAcert Inc  (Eva Stöwe)
b) the last board was controlling CAcert Inc. and it was a legitimate board. As such board has breached CCA in the name of CAcert Inc (Philipp Dunkel)


The next question asked by the membership is, if the issue could be salvaged by a new board and if dissolving CAcert would not go too far.

Ian Grigg states: "It’s not just about the assets of CAcert Inc, it is about all the CCA parties - which is the entire community of about 20,000 active people. A future board can certainly affirm its agreement to CCA.  But it can never overcome the hole of the last 4 months. Well - the board cannot repair the hole.  Only the 20,000 members can accept the hole."

There are questions if the new board could be instructed somehow. It is answered that only the motions could be done by this meeting. And "any board has to act in the interests [of the members / Cacert Inc]" (Eva Stöwe)

Ian Grigg states: "Now, there is a very low chance that any case will turn up …but technically, anything filed in the last four months into any court cannot be knocked back by DRP.  So CAcert Inc or any other member will have to carry the case. So that is the first part of the discussion - can the 4 months hole be handled? Accepted? as a risk… - The second part of the discussion is that there is an intention to move the CAcert “Inc” to Europe."

Brian McCullogh summarises: "So the greater proposal is to completely dissolve CAcert, Inc, and form some other entity." (Which was about motion 3 and 4)

At which point the discussion turnes onto the question of dissolving CAcert Inc and the effect of such a decision.

Multiple members see problems by dissolving CAcert Inc now, especially regarding the move (mentioned are: assets, community in CCA operations, IP, a ban in CPS, community decisions,  ...)

Philipp Dunkel and Ian Grigg state that wind down questions and dissolving slowly or quickly would be a matter for the next board.

Ian Grigg states: "Yes, so if we vote AYE, then the board has a mandate to dissolve CAcert Inc and in the process transfer the assets to some other org."So … it’s obviously VERY complicated and there are a lot of moving parts.  What I’m describing is what the motion sets up a mandate for the board to proceed on.

The chair askes if the meeting would be ready for a vote on the motion or if more time would be needed. Eva Stöwe askes for more time.

Ian Grigg states: "Resolution 3 is an opinion on the basis of this SGM … it is not a mandate of the community.  However it is a mandate to the committee to proceed."

Bernd Jantzen adds: "Resolution 3 is an opinion. The mandate is defined in Resolution 4.

BrianMcCullough asks: "I think that we should be considering Resolution 5 in comparison to Resolutions 3 and 4." This was supported by Eva Stöwe.

Some members fear that a caretaker board of 3 Australians would be unlikely to do the task of the move, as they did not participate much during the last years. Also members aske if a full board without time pressure would be better. Some members are concerned that there would not be enough Australian members available after Motion 2. Others repeat that motion 2 was about complete board not individual members.

Eva Stöwe asks "would 3 wihtout 4 work?", Philipp Dunkel answers: "yes, that would simply not order wind-down, but leave it up to board", Eva Stöwe: "it also would allow a complete board"

The chair asks to move forward.

Again someone asks for considering motion 5. Some discussion about possible combinations of 3, 4 and 5.

The chair proposes to vote on Motion 3. This is seconded.

At 14:30:04 the vote sgm20160409.5 "RESOLVED, that CAcert Inc has been placed into an unacceptable breach of our CAcert Community Agreement, is no longer acting in the interests of the community, and is therefore no longer a suitable vehicle for the community's property and role as executive." closes with:
AYE: 15
NAYE: 16
ABSTAIN: 9

The chair declares the "motion failed, which means we move on to 5"

2.5 RESOLVED, that CAcert Inc's actions were the sole responsibility of the committee members, that CAcert Inc with a duly formed committee that respects and abides by the rulings of arbitration enjoys our confidence in the future, and that the liabilities of CAcert Inc during the period of troubles should remain strictly limited under our DRP as if arbitration was not suspended.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Brian Mc Cullogh says "It may be necessary to craft some kind of documentation, distancing CAcert, Inc., from the actions of certain people.", which was agreed by others but said that it could be left to next board.

Ian Grigg: "ok so now that we have agreed to support CAcert Inc, we must do our best to put a limit of liability on the past.  This is to create a statement that we all will act in this way - CAcert Inc is to be accepted as limited in its involvement in the past 4 months. This is not binding on a future arbitrator BUT it is strongly leading - that is, to be respected as the intent of the members. This is much clearer - we want CAcert Inc to be firewalled from the actions of last board." - multiple members agree.

The chair askes for the need to discuss.

Ian Grigg and Eva Stöwe move to put the resolution to the vote. This is seconded multiple times.

At 14:35:34 the vote sgm20160409.6 "5. RESOLVED, that CAcert Inc's actions were the sole responsibility of the committee members, that CAcert Inc with a duly formed committee that respects and abides by the rulings of arbitration enjoys our confidence in the future, and that the liabilities of CAcert Inc during the period of troubles should remain strictly limited under our DRP as if arbitration was not suspended." closes with:
AYE: 29
NAYE: 11
ABSTAIN: 0

The chair declares the motion to be carried.


2.6. RESOLVED, the new committee is to create a detailed and fully transparent, uncensored report of the old committee's activities since the AGM to which all members of the community may contribute. This report is to be presented to a general meeting for ratification.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

There are some questions if it even would be possible to create such a report.

Ian Grigg states: Well, it is possible…  Complete maybe means best efforts.

Some members name some sources for starting such a documentation (private board mailing list, transcripts, documentation started by some members, ...).

Philipp Dunkle says: "We should definitely make an attempt, we need it as evidence"

Bernahrd Fröhlich asks: "This is documentation for arbitration / court cases which might be started?"

Chair asks if it could go straight for a vote.

Lambert Hofstra asks "What is the purpose of such a report? I don't like naming and shaming, but I can imagine it is required to determine liabilities and all"

Lucas Werkmeister states: "I highly doubt that this will produce anything resembling an unbiased report" - multiple members answered that he was invited to participate himself to ensure bias. Lucas Werkmeister added that some members would not dedicate as much time and indicated that some members (especially Ian Grigg) had written "novels to all mailing lists for months".

Ian Grigg and Eva Stöwe propose to vote on the motion. Which is seconded. The vote is started.

Lambert Hofstra again askes for an answer to his question.

At 14:41:03 the vote sgm20160409.7 "6. RESOLVED, the new committee is to create a detailed and fully transparent, uncensored report of the old committee's activities since the AGM to which all members of the community may contribute. This report is to be presented to a general meeting for ratification." closes with:
AYE: 38
NAYE: 0
ABSTAIN: 3
The vote was carried.

Brian McCullogh answeres "Lambert: I think that the basic answer is "yes," but I agree.  A little more clarification would help."

(at beginning of next item)
Bernhard Froehlich answered Lambert by repeating his and Philipp Dunkels earlier statements. Alexander Bahlo answered Lambert with "i think it is even necessary to have such a report for the old board to fill the gap of the four months and to be transparent" Lambert Hofstra then thanks and accepts those explanations.

As the motion to remove the committee is carried next item is 3.


3. RESOLVED to elect a new board.
---------------------------------
The following candidates are nominated:
by Brian McCullough: Ian Grigg
by Philipp Dunkel: Kevin Dawson, Ben Ball, Piers Lauders, Gero Treuen, Mathias Kubik, Ian Grigg & Dirk Astrath

Guillaume Romagny and Eva Stöwe second Philipp Dunkel. Ian Grigg askes, if someone has objections to the list.

Benny Bauman askes to ensure that all candidates had agreed beforehand. Others agree to that question.

Philipp Dunkle proposes the motion "Elect Kevin Dawson, Ben Ball, Piers Lauders, Gero Treuner, Mathias Kubik, Ian Grigg & Dirk Astrath as new committee"

Ian Grigg corrects: "Matthias Subik should be read instead of Kubik"

Benny Baumann asks for separate vote for everybody.

Eva Stöwe states that Matthias Subik had agreed to her, before the meeting.

Ian Alastair Robertson and Ian Grigg ask to amend the motion, so it is "Subject to their agreement!" which is seconded and accepted additional members.

Philipp Dunkel updates the motion to "Elect Kevin Dawson, Ben Ball, Piers Lauders, Gero Treuner, Mathias Subik, Ian Grigg & Dirk Astrath as new committee subject to individual agreement"

Benny Baumann requests to "postpone the meeting from here on to the second date we have with this agenda??? (i.e. tomorrow)?" - He is asked for a reason but gives none. - Chair states, that the item is "on the agenda and and a adjournment cannot be at the same meeting and needs at least 48 hrs" - the request was not seconded.

Multiple members seconded Philipp Dunkels proposal for a motion.

Werner Dworak asked for separate votes.

Lambert Hofstra asks all present members to declare if they would accept. - Piers Lauder states he would accept. - Dirk Astrath names a possible conflict of interest: "please note, that i'm board-member of secure-u ... which MAY be a conflict of interest ." [Piers Lauder and Ian Grigg had stated at 2.3 that they were available for board positions. Ian Grigg had stated then the same for Kevin Dawson.]

Chair states that the motion was seconded so would have to be done and started the vote.

Mario Lipinsky says: "as long as we have only 7 names, we can just accept them all..." Ian Grigg agrees with this.

After the vote has started, Ian Alastair Robertson states: "I'd also be happy to stand"

Ian Alastair Robertson objects to speed of current vote. The objection is noted by Ian Grigg. Others agree with Ian Alastair Robertson. - Ian Grigg asked what else people want, more consideration?

Benny Bauman states that at least he and Werner Dworak requested to have everybody voted separate. And why this was ignored. - Ian Grigg answers "Because the resolution was put." - The chair answers that he can not stop a vote.

At 14:48:00 the vote sgm20160409.8 "Elect Kevin Dawson, Ben Ball, Piers Lauders, Gero Treuner, Mathias Subik, Ian Grigg & Dirk Astrath as new committee subject to individual agreement" closes with:
AYE: 21
NAYE: 13
ABSTAIN: 5


The chair declares the motion to be carried, but he notes objections and asks for suggestions how to proceed.

After some discussion, the chair decides to re-do the vote to prevent procedural ambiguity, even as no clear reason for the objections was named according to the transcripts. But it was done on the wish two members to have separated votes, one member who asked for further nominations and the possible additional candidate (even as there was no nomination, so far). This is seconded by multiple members.

The chair repeats all the nominations that he had seen: Kevin Dawson, Ben Ball, Piers Lauders, Gero Treuner, Mathias Subik, Ian Grigg, Dirk Astrath

Benny Baumann nominates Eva Stöwe and Philipp Dunkel. Both decline.

Brian Mc Cullogh nominates Ian Alastair Robertson. Who accepts the nomination. This is seconded (only) by LambertHofstra.

The further process for the votes with more than candidates for 7 positions is discussed. It is agreed (also by those prior seconding or proposing the other versions) to take those with the most AYE. Which is seconded multiple times, again.

At 14:57:02 the vote sgm20160409.9 "lect Kevin Dawson to the committee of CAcert Inc." closes with:
AYE: 22
NAYE: 1
ABSTAIN: 10

The logs of Eva Stöwe shows that she had disconnect, before this vote closed and that the votes with her own and 4 proxy votes which given for this vote, were relieved and counted by the votebot on the next vote. This was not possible to see for anybody during the meeting and would not have changed the result of who is elected.

Some members protest about the speed, while others point to the advanced time.

The next vote is proposed and seconded.

At 14:59:37 the vote sgm20160409.10 "Ben Ball to the committee of CAcert Inc." closes with:
AYE: 28
NAYE: 0
ABSTAIN: 12

The vote for Piers Lauder is proposed and seconded twice.

During the vote Eva Stöwe reconnects with a different nickname (which is known to many members). Because of the moderated vote channel she cannot change the nickname and also cannot vote. The voice is provided and she first casts her own vote and the votes of her 4 proxies, before she changes the nickname.

At 15:02:04 the vote sgm20160409.11 "Piers Lauders to the committee of CAcert Inc." closes with:
AYE: 27
NAYE: 0
ABSTAIN: 12

Benny Baumann complains that this was not a correct vote because of wrong nickname. This complain is repeated by others after the meeting. One member complains that according to the statues only real names are allowed. [No reference was given.] Eva Stöwe asks to re-do the vote, as it is about comparing numbers.

The chair decides to move on and to see later if it would have made a difference.

At the end, it would not have changed the result if the votes would not have to be counted or not.

The vote for Gero Treuner is proposed and seconded.

At 15:05:24 the vote sgm20160409.12 "Gero Treuner to the committee of CAcert Inc." closes with:
AYE: 26
NAYE: 9
ABSTAIN: 5

A vote for Mathias Subik is proposed and seconded.

At 15:08:08 the vote sgm20160409.13 "Mathias Subik to the committee of CAcert Inc." closes with:
AYE: 18
NAYE: 10
ABSTAIN: 10

The vote for Ian Grigg is proposed and seconded twice.

At 15:10:44 the vote sgm20160409.14 "Ian Grigg to the committee of CAcert Inc." closes with:
AYE: 27
NAYE: 9
ABSTAIN: 2

The vote for Dirk Astrath is proposed and seconded twice.

After the vote has started Benny Baumann mentiones the CoI with secure-u of Dirk. Other members comment that this was mentioned before. Eva Stöwe explains that that CoI is only relevant in the context of secure-u.

At 15:13:02 the vote sgm20160409.15 "Dirk Astrath to the committee of CAcert Inc." closes with:
AYE: 24
NAYE: 12
ABSTAIN: 4

The vote for Ian Alastair Robertson is proposed and seconded twice.

During the vote members comment that they would prefer to have him as arbitrator.

At 17:15:19 the vote sgm20160409.16 "Ian Alastair Robertson to the committee of CAcert Inc." closes with:
AYE: 10
NAYE: 9
ABSTAIN: 20

The chair repeats the results:
Ben Ball 28-0-0   [note, according to transcripts this should have been "28-0-12"]
Piers Lauders 27-0-12
Ian Grigg 27-9-2
Gero Treuner 26-9-5
Dirk Astrath 24-12-4
Kevin Dawson  22-1-0
Mathias Subik 18-10-10
Ian Alastair Robertson 10-9-20

The chair states: "Which means our board now consists of Ben, Piers, Ian, Gero, Dirk, Kevin & Mathias"

One member complains about the comment regarding arbitration during vote time.

Members congratulate the new board.

Benny Baumann states that Mathias Subik would be rejected as 18<20. The chair states that abstains to not count.

Others correct the numbers for Ben Ball. Others state that this can be corrected in the minutes.

At 15:17:10 the chair closes the meeting as the last point on the agenda was done.

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