• SGM
• SGM20160409
• Procedures

The SGM meeting organisation (DRAFT)

Members are invited to attend this SGM of CAcert Inc. on :

Message from the secretary:

Please configure and test your IRC software today. See http://wiki.cacert.org/wiki/IRC If you have problems ask here or at support@cacert.org.

As we have 78 members of which 56 can vote today, it will take some time to grant/register each of you a voice at the SGM channel.  A "voice" is your ability to write to the channel during the proceedings.  Please login 1-2 hours before hand to be granted the privilege.  Five minutes before the meeting, the channel will be called to quite by the Chair.  All channel activity will be asked to stop that includes "registering to voice", and at 12:00 UTC the meeting will be started by the Chair.

Warning: Do not show up ten minutes before the meeting out of breath expecting to be granted a voice.  It will be done on a first come first server basis ending at 11:55 UTC.

• Discussion of all business should be done on the members discussion email list before the start of the SGM.

• Do not be late!

  • Please turn up 1-2 hours before hand to change nickname and get allocated voice.
  • This will help a lot with members who can only turn up close to the starting time.
• We will start at 12:00 UTC sharp.

Agenda

• this agenda is a work in progress.

Times

Are you sure you know when 21:00 UTC is in your local timezone? Try timeanddate.com for 20090725, 21:00 UTC.

These times are different! Which is yours?

Tech issues

• For access, check IRC for help on clients and so forth.

• use the URL ircs://irc.cacert.org:7000/SGM as channel reference.

  • Note: it was wrongly stated as channel CAcert-SGM. The correct channel is SGM

  • Secretary asks us all to be there 1-2 hours before hand because there are so many.

  • After you log in and join the chatroom, change your Nick to your full name.

  • Then you will be allocated Voice by the moderator.
  • 5 minutes before the meeting starts 20:55, all chatter should cease, please.
• IRC logging should be turned on before hand.
• Voice will be under the control of the Chair

• VoteBot will be turned on the #Vote chat room, and under the control of the Chair.

• The minutes of the meeting will be drawn and published from the IRC Log, within one week after the meeting.

SGM Meeting Procedures

The Call has been accepted. The meeting date is announced by Evaldo Gardenali, CAcert Inc. board member, 20090703. Only five individuals are required to be present at this Special General Meeting according to RP28(2).

For efficiency, we would like to outline the procedures now. 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.

Business and Discussion

Business is posted at SGM/SGM20090725. The time has passed to submit further business, only resolutions relating to the accepted ones, and procedural motions will be accepted from now on.

Discussion of all business should be done on the members discussion email list before the start of the SGM. If you are not signed up or are unable to access, contact the secretary or support immediately.

Nominations for the (new) board

You are encouraged to nominate board members, but quickly (this weekend!):

• Send a signed nomination and secondment to members email list, by 20090718.

• Although nominations are taken from the floor at the SGM, surprise nominations will be treated more skeptically.

• Make sure your nominee accepts, and posts a manifesto, and is listed at SGM/SGM20090725.

• Make sure the nominated candidates are listed at the CAcert Inc. wiki pages with some personal information so members know who they vote in.

• Note that it is unclear how many vacancies are being filled.
• This election is for a temporary period only, until the AGM (likely in November).

VOTING

Best way is to be at the meeting. Then you can use voteBot:

VoteBot

To vote at the meeting, you will need to play with voteBot. Join the IRC channel #vote. Do this well before and then you can practice. Don't practice during the meeting.

your REAL voting

When the Chair opens a motion, you will see voteBot: Chain opened voting on: SGMs are fun for all the family. voteBot is open for counting. You can type (uppercase or lowercase):

• AYE
• Naye
• abstain

Check what voteBot says to you as you might mistype. When the Chair closes the motion, then voteBot will count and report. Only your last vote is counted.

When the Chair opens an election for a single seat with Votebot: Chair opened election for: Seat number one you can then type:

• Firstname Lastname

Only. That is, type in the First and Last name, no middle names, no extra funny bits (voteBot strips spaces and ignores case.) These names should be taken from the list of nominated members at SGM/SGM20090725.

Proxies

If you have another member's Proxy, then you also have to vote again for that person like this:

• PROXY nameOfProxyPerson: AYE

• PROXY nameOfProxyPerson: nameOfCandidate

Note (bug!?) the nameOfProxyPerson is one word, no spaces, and the colon must follow it.

Try it out

To talk to voteBot, send it a private message:

• VOTE topic...
• ELECT seat number...
• CLOSE

These will be disabled in the actual meeting.

Voting Rights

You must be paid up according to the rules.

• for existing members, you must be paid up until the year ending 20090630, or 30 June 2009.
• for new members, you must pay before the SGM in order to be entered into the members register. See RP3(4).

Vote by PROXY

If you cannot be present at the SGM, you can complete the proxy form as shown in the Appendix 2 of the Rules, and hand it to another member who will be at the meeting.

• Must be received by the secretary 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.

The easiest way is to email your signed proxy to the secretary like this one:

Dear Secretary,

I, MEMBER'S NAME of ADDRESS, being a member of CAcert Inc. hereby appoint PROXY'S NAME <PROXY's@EMAIL.ADDRESS> being a member of that incorporated association, as my proxy to vote for me on my behalf at the special general meeting to be held on the 25th day of july 2009 and at any adjournment of that meeting.

My proxy is authorised to vote in any resolution as he considers better for the association and the community.

YOUR NAME
2009-07-xx

Modify the above to add your name in (twice), your address, and email & name of your chosen proxy. In the second paragraph, state your preferences.

You may wish to CC the member's list, but this is not required. It will help in the case of lost emails.

Email Voting

Email voting is discouraged because the rules are not clear and subject to challenge. Try and put in a proxy with another member. If you insist on using email voting, read the rules and take your chances!

Some abbreviations used and references made

Rules are 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 the Association's page at CAcertIncorporated.

the Call being the call for SGM by Nick Bebout, 20090625, seconded by Mario Lipinski, 20090625, stating in part:

I, Nicholas E. Bebout, being an association member of CAcert Incorporated, do hereby move that the board call a special general meeting of this association, pursuant to rule 26.2, for the purposes as
follows:

the Announcement is the announcement of the SGM by Evaldo Gardenali, CAcert Inc. board member, 20090703, stating in part

In accordance with the request for a Special General Meeting made by Nicholas Bebout and seconded by Mario Lipinski, I, Evaldo Gardenali, Acting President of CAcert Incorporated, hereby call the Special General Meeting to be held on July 25 2009, 21:00 UTC, on CAcert's IRC server, channel #SGM.

References used (all from Rules):

RP3(4) is Rules para 3(4) which states

"the secretary must, on payment by the nominee of the amounts referred to in clause (3) (b) within the period referred to in that provision, enter the nominee’s name in the register of members and, on the name being so entered, the nominee becomes a member of the association."

RP23(6) is 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) is 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) is Rules para 28(2) which states

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) which is Rules para 33(2) regarding voting at general meetings of the association, and states in part

"All votes must be given personally or by proxy, or by methods sanctioned by the Committee over the internet."