SGM Meeting Procedures
The Advising team (Ian Grigg, Jens Paul, Teus Hagen) want to thank all the contributers (e.g. Gary Lee Adams) for their help to compile this leaflet of procedures for the upcoming SGM CAcert Inc. members are invited to attend this SGM of CAcert Inc. on :
the 25th May 2007, 9 pm UTC, on IRCS://irc.CAcert.org:7000/CAcert-SGM.
In order to allow a short and well done formal meeting the Advisory team has drafted some procedures to follow. Note that with proper preparations and in time initial voting via signed emails we should be able to facilitate the meeting a lot, as well secure a proper vote on resolutions and elections for the board.
Content:
- Some abbreviations used and references made
- The meeting procedures
- discussions
- resolutions
- board nominations
- voting by proxy
- speeding the meeting up
- meeting organisation
- The SGM meeting organisation
- The result
Some abbreviations used and references made
Rules
The Association's "Rules for associations incorporated under the Associations Incorporation Act, 1984 document as cited as "CAcert Rules" in the "Rules" paragraph (para) of: http://wiki.cacert.org/wiki/CAcertIncorporated
CfSGM
The 23 Apr 07 (22:36:50) "Call for CAcert Inc. Special General Meeting in May 2007" originally signed by Gardenali, Romagny Cruikshank, and Hagen 25 of May 2007 SGM procedures Version #1.2 Rev: Mon 7 May 07 14:52:19
References used (all from Rules):
RP23(6)
Rules para 23(6) which states "Due to accepting internationally based members, ordinary members, and office bearers, alternate voting methods via the internet, which is sanctioned by the committee will be deemed an acceptable method of voting in addition to any other forms of valid voting methods.
RP26(5)
Rules para 26(5) which states in part that "A special general meeting ...must be convened as nearly as is practicable in the same manner as general meetings."
RP28(2)
Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
RP33(2)
Rules para 33(2) regarding voting at general meetings of the association states in part "All votes must be given personally or by proxy, or by methods sanctioned by the Committee over the internet."
the procedures for the SGM of CAcert Inc. at 25th of May 2007 9 pm UTC
The CfSGM has been announced. The meeting date is announced by Robert Cruikshank, CAcert Inc. board member in May 2007. Only five individuals are required to be present at this Special General Meeting according to RP28(2).
Discussions:
- Have discussions at the members discussion email list. You need to sign up for this list;
Resolutions:
If you have resolutions to be added send signed email to the board email list and to the members email list. Make sure to have them listed at the wiki as well (we will provide necessary help). Make sure you have sent them to the board and cc'd to member email list with signed email before 18th of May 2007. You need at least 5% of members (minus 1) to secund the resolution(s) (5% is about 2 members).
- Make sure the proposals make it on the association wiki.
Nominations for the (new) board:
If you want to nominate board members (you need at least 2 members to sign the nomination) send signed email to the board and members email list received at least before 18th of May 2007.
- Make sure the nominated board members are listed at the CAcert Inc. wiki pages with some personal information so members know who they vote in;
- Note that at the SGM of 25th of May 2007 a new board is elected of minimal three persons;
- We are looking for new board members (filling the vacancies) and electable at the AGM in November. Propositions (not Nominations) are welcomed. We hope that the new board would cooperate with these persons in the coming period. Yes a test period....
Vote by PROXY:
- If you cannot be present at the SGM make sure you complete the proxy form as shown in the Appendix 2 of the Rules.
- Make sure the person who is proxy for you knows your vote preference.
Speeding things up, email your vote!:
- It would be good to have votes done before the meeting if possible (note that in this way the votes are not open to the membership): Any email different as outlined here [referring to the paragraph below] cannot be processed and you have to redo the vote at the meeting itself!
One PGP/GPG or X.509 signed email per subject and per electable/nominated person to < resolutions@cacert.org > as follows: have in the subject line and in the body of your email: the resolution number (Resolution N) or for resolution 4 the name of the person to elect, followed by either Favor/Against/Obstain. An example: Email Subject: Proxy Vote Resolution 5 Favor Email Body: Resolution 5, Vote Favor, signed by Peter Giganame, as authenticated by CAcert digital signature. or Email Subject: Director XYZ, Favor Email Body: Vote of Director XYZ: Favor, signed by Peter Giganame, as authenticated by CAcert digital signature. At the meeting this email will be validated (you need to be present in some way at the SGM). The signed emails need to be received before 20th of May 2007. Signing: use PGP or better CAcert certificate. Your signature will be used to check your full name against the (updated) membership list. It is important for a signed email that the person so signing states that it is signed as per human signature, in a protocol to read, understand, intend and affirm the contract.
- The emailed votes will be used at the meeting and count as voted as indicated on the signed email only if you are present (or by proxy) at the meeting. If we are lucky we should be able just by tabling your presence at the meeting, to count the valid votes.
- The Association Rules are a bit unclear about the voting rights when a GM is helt in the timeframe up to July and which yearly fee payments should have been made. In order to clear this up Members have voting rights if the have paid up their fees up to minimal the year 2006. It is perfect of course if you have paid your fee for 2007 as well!
The SGM meeting organisation
You should be able to use your regular IRC software to attend the meeting. use the URL ircs;//irc.cacert.org:7000/CAcert-SGM as channel reference.
Do not be late! We will start at 21:00 UTC sharp, or as soon thereafter as we have five members present.
A count of (valid) members present (or by proxy) at the meeting. We need at least five individuals RP28(2).
Decide on chairing person: The Rules say a member has to be chair if it is not the (vice) president. As it is an open meeting of members, it is plausible to ask an outside chair. So at the meeting we propose independent (and not a CAcert Inc. member) Ian Greg to chair.
Nominate one person to handle the (emailed) votes and check for validity. We propose that Evaldo Gardenali is taking up this task..
- Start with the SGM
- With the IRC logging the minutes of the meeting will be drawn and published within one week after the meeting.
Times
Do you want to know what 21:00 UTC is in your local time?
See http://www.timezoneconverter.com/cgi-bin/tzref.tzc E.g:
- 23:00 central Europe,
- 04:00 New York
10:00 Sydney Saturday
- 03:00 Brazil/East.
- Vienna, Ams Friday 23:00
- Los Angeles Friday 14:00
- Chile Friday 17.00
- Sao Paulo Friday 18:00
Sydney Saturday, May 26 07:00
These times are different! Which is it?
The Result
New Committee limited in size for the period up to AGM in November 2007 with a operational mandate to proceed.
.
The Advisory team