. '''Back to [[SGM|SGM Overview]]''' - '''To [[AGM/AGM20111127|AGM 2011-11-27]]''' . '''To [[AGM/AGM20110227|AGM 2011-02-27]]''' - '''SGM 2011-04-03''' - '''To [[SGM/SGM20110508|SGM 2011-05-08]]''' ---- = CAcert Inc. Special General Meeting 2011-04-03 = A Special General Meeting, has been requested during 2011-02-27 Annual General Meeting by the membership and has been called by Secretary Mario Lipinski. [[https://lists.cacert.org/wws/arc/cacert-members/2011-03/msg00044.html|Call]]. The meeting will be held the '''Sunday 3rd of April 20:00 UTC''' in the [[IRC]] channel #SGM on the irc.cacert.org [[IRC]] server. '''[[SGM/SGM20110403/Procedures|Procedures]]''' should be followed, check there for more help. To help, please be there very early so we can get people voiced up. The meeting is public, everyone is allowed to attend. The SGM will be moderated, only [[CAcertIncorporated|association members]] will be voiced. Please make sure your fees are paid up. == Call == Dear members, during 2011-02-27 Annual General Meeting the membership has requested a Special General Meeting. Therefore the committee of CAcert Inc. has, in accordance with Part 4, rule 26 of the associations rules called a Special General Meeting of CAcert Inc. for Sunday, April 3rd 2011 at 20:00 UTC to take place in the IRC channel #sgm on irc.cacert.org [1]. Proxys have to be notified to secreatary@cacert.org before 2011-04-02 20:00 UTC in signed mail. Early votes can be sent to secretary@cacert.org until 2011-04-03 19:00 UTC in signed mail. No additional businesses to the first notification have been proposed. The final agenda is as follows: * Special Resolution - Transfer to a non-trading Cooperative NSW proposed by Daniel Black By Special Resolution it is resolved that: 1. The elected board will submit to the Office of Fair Trading the required forms and free to register the CAcert Incorporated as "CAcert Co-operative Limited" within 2 weeks of the books being audited.<
>(From AF9A http://www.fairtrading.nsw.gov.au/About_us/Forms/Cooperatives_forms.html ) 1. All CAcert Incorporated Members at the time of form lodgement will become CAcert Cooperative members 1. The Co-operative will be non-trading and not have share value. 1. The elected board find a financial Auditor and audit the books of CAcert within 6 weeks. 1. Rules<
>Attached is the Schedule that will be used in conjuction with the model rules for a non-trading non-share model rules that will form the rules of the co-operative.<
>(ref: http://www.fairtrading.nsw.gov.au/pdfs/Cooperatives_and_associations/cooperatives/ntnscore.pdf) refering to [[https://lists.cacert.org/wws/arc/cacert-members/2010-09/msg00022.html]] Feel free to use the cacert-members@lists.cacert.org mailing list by copying mails there or the wiki page http://wiki.cacert.org/SGM/Next for coordination with others members. Please also ensure that your membership dues are current, as you may not be entitled to vote otherwise. You are currently paid up until 2016-06-30 (*). (*) Especially if you paid via bank transfer your payment might not have been processed yet. In this case or you feel anything is wrong regarding your payment contact secretary@cacert.org so this can be sorted out in time. [1] https://community.cacert.org/board/motions.php?motion=m20110306.2 Mario Lipinski CAcert Inc. Secretary == Special General Meeting 2011-04-03 Discussion == This is the discussion page for the next SGM on 2011-04-03. The meeting will take place in the channel #sgm on the irc.cacert.org network. This page is used to refer to discussions happening around the proposed business. === Ordinary Resolutions === A member may propose a resolution in a general meeting. Members must be notified 14 days in advance of the motions, in a call for a general meeting. The following (ordinary) resolutions will be / have been received by the Secretary: ||''Item'' ||''Title on Agenda'' ||''Call Mail'' ||''Discussion Page'' || || ''from agenda'' || ''words'' || ''link to member's request'' || ''link to wiki'' || === Special Resolutions -- Rule Changes === A member may propose a change to the rules, to be voted as a special resolution in a general meeting. Members must be notified 21 days in advance of the motions, in a call for a general meeting. The following special resolutions will be / have been received by the Secretary: ||''Item'' ||''Title on Agenda'' ||''Call Mail'' ||''Discussion Page'' || || ''from agenda'' || ''words'' || ''link to member's request'' || ''link to wiki'' || || || Transfer to Co-operative Limited || https://lists.cacert.org/wws/arc/cacert-members/2010-09/msg00022.html || || || /!\ '''NOTE:''' /!\ || || There is a difficulty in proposing special resolutions for this and future upcoming GMs. || || Because the Associations Act 2009 is ''now in effect,'' the current set of rules are ''deemed by OFT to be in compliance with the Act.'' So we need do nothing right now. || || However, any attempt to submit new rules will be rejected ''unless the new rules are in fact in compliance with the Act''. || === Administration === For the Secretary? * call for payments, to bring all members up to full standing == Log == * [[https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/SGM-20110403/2011-04-03.204927+0200CET.txt]] <> == Minutes of SGM 2011-04-03 == * (by using [[https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20100130/Minutes-20100130-AGM.html|AGM 2008/2009 minutes]] as a blue print) === 0. Pre-Meeting === ==== 0.1 Call for Special General Meeting 2011-04-03 ==== * The board agrees on the date for the SGM: April 3rd, 2011 at 20:00 UTC by [[https://community.cacert.org/board/motions.php?motion=m20110306.2|m20110306.2]] within first board meeting after the last AGM dated 2011-03-06 under [[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20110306|Board meeting agenda 2.4 Special General Meeting]] * Notification for SGM sent by Secretary: 2011-03-08 [[https://lists.cacert.org/wws/arc/cacert-members/2011-03/msg00010.html]] "Notification of Special General Meeting 2011-04-03" * Call for SGM sent by Secretary: 2011-03-24 [[https://lists.cacert.org/wws/arc/cacert-members/2011-03/msg00044.html]] and officialy by secretary: 2011-02-11 [[https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00011.html]] "Final notification of special general meeting 2011-04-03" * The meeting was [[https://lists.cacert.org/wws/arc/cacert-members/2011-03/msg00010.html|duly called by the Secretary 2011-03-08]] on the association member's maillist: {{{ Dear members, during 2011-02-27 Annual General Meeting the membership has requested a Special General Meeting. Therefore the committee of CAcert Inc. has, in accordance with Part 4, rule 26 of the associations rules called a Special General Meeting of CAcert Inc. for Sunday, April 3rd 2011 at 20:00 UTC to take place in the IRC channel #sgm on irc.cacert.org [1]. As secretary of CAcert Inc. I am bound by Part 4, rule 27 of said rules to notify all members of said Annual General Meeting at least 21 days in advance of the meeting since special resolutions are proposed. I hereby notify all members of this Special General Meeting and the agenda which is to include the following: * Special Resolution - Transfer to a non-trading Cooperative NSW proposed by Daniel Black By Special Resolution it is resolved that: 1. The elected board will submit to the Office of Fair Trading the required forms and free to register the CAcert Incorporated as "CAcert Co-operative Limited" within 2 weeks of the books being audited. (From AF9A http://www.fairtrading.nsw.gov.au/About_us/Forms/Cooperatives_forms.html ;;) 2. All CAcert Incorporated Members at the time of form lodgement will become CAcert Cooperative members 3. The Co-operative will be non-trading and not have share value. 4. The elected board find a financial Auditor and audit the books of CAcert within 6 weeks. 5. Rules Attached is the Schedule that will be used in conjuction with the model rules for a non-trading non-share model rules that will form the rules of the co-operative. (ref: http://www.fairtrading.nsw.gov.au/pdfs/Cooperatives_and_associations/cooperatives/ntnscore.pdf) refering to https://lists.cacert.org/wws/arc/cacert-members/2010-09/msg00022.html Proposals for additional special resolutions have to be sent until 2011-03-12 20:00 UTC to the secreatary. Additional business can be send until 2011-03-10 20:00 UTC. Feel free to use the cacert-members AT lists.cacert.org mailing list by copying mails there or the wiki page http://wiki.cacert.org/SGM/Next for coordination with others members. But please remember that the association rules require any business to be transacted to be sent to secretary AT cacert.org in signed mail. Please also ensure that your membership dues are current, as you may not be entitled to vote otherwise (*). (*) Especially if you paid via bank transfer your payment might not have been processed yet. In this case or you feel anything is wrong regarding your payment contact secretary AT cacert.org so this can be sorted out in time. [1] https://community.cacert.org/board/motions.php?motion=m20110306.2 -- Mario Lipinski mario AT cacert.org CAcert Inc. Secretary http://www.cacert.org }}} ==== 0.2 Agenda ==== * There is only one agenda top for this SGM: 1. Meeting Administration 1. Special Resolution: Transfer to a non-trading Cooperative NSW (by Daniel Black) ==== 0.3 Administration ==== Voting. VoteBot was approved by the previous committee for use in the past GM's eg. m20090701.1 and the current committee saw fit not to change it. VoteBot was improved by Philipp Dunkel for this session, removing some of the difficulties seen in previous GM's. Typographical Notes. All times are UTC. Minutes prepared by Dirk Astrath, enhanced by Ulrich Schroeter. Source material was the [[https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/SGM-20110403/2011-04-03.204927+0200CET.txt|IRC log]] (times in irc log are CEST local time (-2 hour for UTC times)) recorded by Ulrich Schroeter. === 1. Meeting Administration === The SGM was held on 2011-04-03 via IRC. || Attendees || 18 members || || Proxies || 5 proxy votes || Opened and chaired by the president Lambert Hofstra at 20:07 UTC ==== 1.1 Identification of members with voting rights ==== Mario Lipinski "voiced" the members that were entitled to vote. ==== 1.2 Business ==== Agenda presented: * On the agenda we have a single item * a change to the association, proposed by Daniel Black * Daniel not present in the meeting * Daniel casted an early vote to Secretary * No one appointed by Daniel to explain Dan's proposal * For the current proposal we need 75% aye to pass, that is 75% of aye's and naye's. Number of abstains do not count * 75% according to Inc Rules 32 (a) === 2. Special Resolutions === ==== 2.1 Special Resolution: Transfer to a non-trading Cooperative NSW (by Daniel Black) ==== * Intro by chair {{{ This meeting has been called to vote on a proposal by Daniel Black, to Transfer to Co-operative Limited. Details of his plan are available on https://lists.cacert.org/wws/arc/cacert-members/2010-09/msg00022.html Before starting the vote I'd like to inform you that this proposal has already been discussed by the previous board, together with an alternative proposal by Mark Lipscombe. This was initiated in the board meeting of August 1st, 2010, see http://wiki.cacert.org/Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100801 One of the drivers was the need for 3 Australian board members in the new OFT rules. The board in the end looked for other ways, and decided to spend some money on recruiting more Australian members. This was by far cheaper than the other two proposals, especially if we consider plans of moving CAcert to another country (Europe) Another big issue is the fact that when we accept this proposal, we need to bring all other rules in line with the new OFT rules, something that will cost a lot of effort, effort that cannot be spent on other CAcert tasks. However, in the end it's not the board, but the members that have a final say }}} * discussion on the floor followed: * Q: Could you summarize what the objections of the current board are against the Co-op proposal? . A: we see it as more expensive, a lot of work to change, and it's a bigger liability for board members (so we might need additional insurance) . A: The nice part with the coop, we would have a clear overview of the association, audit required * Q: how a coop makes access to the bank account easier in case of no handover between board members? . A: We need better governance regarding bank access, but that is independant of type of organisation * Q: what are the exact costs? One time and yearly? . A: Estimated costs were between 1500 and 3000 / year . A: Daniel said around 6000 AUD for the audit . A: So that is more than we pay for hosting.... * Q: One PoV: Better to have yearly audit to get large funding . A: CAcert's audit and CAcert Inc's audit are two seperate audits. . A: the audit we're discussing has nothing to do with the audit that's needed to get in the browsers -> financial audit != operational audit . A: another PoV: so we would pay a lot, and gain nothing * Q: Do we start from day 1? . A: no, the proposal requires us to request a change within two weeks after the motion has been accepted * Q: We didn't get any large donation since 2009. We have to move. . A: Yes, but that's no reason to go coop… We can as well start auditing the Association <> * '''Motion:''' {{{ Voting on "Accept proposal by Daniel Black, to Transfer to Co-operative Limited. }}} * '''NOT PASSED by''' * AYE: 6 * '''NAYE: 16''' * ABSTAIN: 1 * Therefore the proposal has not gained enough votes and is not accepted === 3. Meeting closure === Chair closed SGM at 20:39 UTC === 4. Motions within SGM === || [[#agm20110403.2.1|agm20110403.2.1 - Accept proposal by Daniel Black, to Transfer to Co-operative Limited]] || {r} NOT PASSED || ---- . [[CategoryCAcertInc]]