Minutes of the Annual General Meeting 2008/2009

0. Pre-Meeting

0.1 Delays in Annual General Meeting

Due to several factors the committee did not get access to financial information until December 2009. These factors included a rule that required two signatories on financial instruments, and the failure of the previous committee to handover. In the face of an inability to prepare a financial report, the committee duly decided to delay the AGM into 2010. It sought and was granted permission for this delay from the NSW Office of Fair Trading.

0.2 Call for Annual General Meeting 20100130

The meeting was duly called by the Secretary 20100104 on the association member's maillist:

Dear Members,

the board has just passed the motion m20100103.4 to set the date for January 30th 2010 at 21:00 UTC. It is therefore my pleasure as secretary of CAcert Inc. to invite you all to attend this Annual General Meeting.

When: 2010-01-30 21:00 UTC
Where: irc.cacert.org #agm
Attendance: Members of CAcert Inc.

Please also ensure that your membership dues are current, as you may not otherwise vote.
Regards,
Philipp Dunkel
(Secretary)

0.3 Agenda

The closing date for special resolutions was set by Secretary at 9th January, 20100109, being 3 weeks before the meeting. By that date, 13 special resolutions and 2 ordinary resolutions were collected and entered into the agenda. The Secretary sent out a formal notification of the meeting on that day with the full agenda included:

  1. Meeting Administration
    1. Identification of members with voting rights
    2. Identification and acceptance of new members
    3. Urgent Business (Acceptance of SGM Call Size into the agenda)
  2. Ratification of Minutes
    1. Annual General Meeting 2008-11-07 Minutes
    2. Special General Meeting 2009-07-25 Minutes
  3. Presentation of Annual Reports - Annual Report 2009
    1. Presentation of Executive Report
    2. Presentation of Financial Report
    3. Presentation of Team Reports
      1. Critical Systems Report
      2. Education Team Report
      3. Events Team Report
      4. Assurer Training Report
      5. Arbitration Report
      6. Software Team Report
      7. Policy Team Report
    4. Presentation of Member Reports
      1. Alexander Prinsier
      2. Daniel Black
      3. Andreas Bäß
    5. Secretary Annual Report
  4. Special Resolutions
    1. Internal Dispute Resolution
    2. Membership Qualifications
    3. SGM Call Requirements
    4. SGM Call Size
    5. Member Liabilities
    6. Conflicts of Interest ( Variant A )
    7. Conflicts of Interest ( Variant B )
    8. Committee Size Increase
    9. Ordinary Business Notification
    10. Committee Elections
    11. Committee Business
    12. Member Cost Reimbursement
    13. Payment Signatories
  5. Ordinary Resolutions
    1. Cost of Payment Facilities
    2. Financial Disclosure
  6. Committee Elections

(Editor's note. For brevity the resolutions are ommitted and can be found in the full call for SGM or in the wiki copy)

0.4 Annual Report

The Annual Report was prepared by the committee on the wiki. Financial Report was prepared by Ernestine Schwob, Treasurer. Text of the committee's report was written by Ian Grigg. On invitation, 12 teams within the Community submitted reports from their areas. Cartoons were drawn by Gerhard von Reith. Layout was prepared by Ernestine Schwob. The full report was finally approved m20100120.1 at a meeting of the committee on or about 20100126 (no minutes recorded).

0.5 Administration

Voting. VoteBot was approved by the previous committee for use in the last GM 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 last GM.

Typographical Notes. All times are UTC. Minutes prepared by Ian Grigg. Source material was the IRC log recorded by Daniel Black.


1. Meeting Administration

21:05 Nick Bebout took the chair and called the meeting to order.

1.1 Identification of members with voting rights

Chair asked Ernestine Schwob and Philipp Dunkel to confirm that members were "voiced" and entitled to vote. So confirmed by both.

1.2 Identification and acceptance of new members

It was confirmed that there were no pending member applications.

1.3 Urgent Business (Acceptance of SGM Call Size into the agenda)

Chair announced one Urgent Business, being "Acceptance of SGM Call Size into the agenda". Urgent Business requires unanimous consent to be included, and Chair asked for any objections. Chair asked Secretary Philipp Dunkel to explain the circumstances. Secretary stated that the special resolution on SGM Call Size was received in a timely fashion, but had been ommitted from the agenda by mistake. Chair stated that no objections were heard, and the item is to be added to the agenda.


2. Ratification of Minutes

2.1 Ratification of Both Minutes

21:11 Chair proposed to combine the acceptance of both minutes, and moved: "that agenda items 2.1 and 2.2 be approved, the minutes for the previous AGM and the SGM." Voting was opened on the VoteBot for 2 minutes, with 30 seconds warning. Motion was CARRIED with AYE 31, Nay 0, Abstain 6.


3. Presentation of Annual Reports

3.1 Presentation of Reports

21:11 Chair asked for to present the reports. It was agreed to include the URL into the minutes as:

svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/AGM-20100130/CAcert_Annual_Report_2009.pdf

3.2 Proxies

Chair recalled and asked for the Secretary to list the proxies. This procedural point was ex-agenda, and should have been raised in §1. Secretary presented:

Member holding proxy Members entitled to vote, not present
Daniel Black Alejandro Mery-Pelegrini
John Moore III Teus Hagen, Gary Adams
Ian Grigg Jeffrey Frederick, Brian D. McCullough (except elections)
Ulrich Schröter Alexander Prinsier
Guillaume Romagny John Cagnol
Henri Johan Verbeek Bas van der Dikkenberg
Philipp Dunkel Brian D. McCullough (only elections), Gary Adams (backup only)

3.3 Discussion on Reports

21:17 Some discussion about moving forward, but it was agreed to take questions on the reports.

Wytze van der Raay mentioned that the report was published too late for his question to be dealt with in email. He asked "on page 32 expense for two laptops are mentioned -- what are/were those laptops used for and where are they now?" Ernestine Schwob, Treasurer, responded that the two laptops were for Evaldo Gardenali and Robert Cruikshank, but that we did not have details of the assets as they were for the year 2007/08. Hans Verbeek asked about the one that came out of the audit budget, and was responded that the auditor's laptop was purchased out of the audit expenses. Evaldo announced the location of his Acer Laptop in his apartment, currently suffering a broken harddrive. (Later), he stated "For the record, Laptop Serial Number LXAX90X088711135551601, Acer Aspire 5100 Series, Model No BL51."

Evaldo commented on the purpose of his laptop, "it was allocated to me to perform my CAcert duties, at the time, I was traveling 2500km a week, without a mobile computer to perform CAcert duties securely." Evaldo's laptop was tracked, and it was known it had a broken harddrive. Guillaume Romagny stated that laptops were purchased to support Evaldo and Robert C.

Wytze re-stated his question as " is it still CAcert policy to buy laptops for individuals, without keeping track of them? I'd like to hear a clear negative here ...?" Evaldo responded that it was not policy. Ulrich Shröter asked what the status of Robert's laptop was. Mark Lipscombe is making arrangements to pick up the assets that Robert Cruikshank has, but the status and progress is unknown. In addition there was a server purchased in the past, currently held by Robert.

Robert Kochheim suggested that computers purchased for members should be a CAcert asset and should be inventory. Andreas Bürki and Wytze agreed. Philipp Dunkel stated that the laptop purchased by Auditor was an Audit expense and is now owned by Ian. Ernestine pointed out that purchases were approved by the previous board but the reasons are not known. Ernestine stated that assets from 2008/2009 and before are written off, to zero value. Mario asked to clarify whether these laptops are CAcert owned or holder-owned. Nick stated that Ian's laptop was audit expense and is owned by him, and that the other two are owned by CAcert. Although, Evaldo's is broken, and not cost-effective to ship. Andreas suggests that CAcert should not supply hardware to anyone as payment, anymore. Ulrich and Wytze agree. Nick agrees, unless there is a really good reason. Philipp explains that investment purchases create assets, whereas expense purchases do not.

Robert suggested that assets purchased by CAcert should be owned by CAcert, and the Board may decide to donate it. Several agreed with this, and/or with the following motion. Following Mario's suggestion, Nick moves "that ownership of EvaldoGardenali's CAcert laptop be transferred to him." Philipp Dunkel seconds, and starts the VoteBot. Ian Grigg raised a point of order on whether this was new business, Chair responds that it is arising out of the presentation of the reports. Some discussion ensued. VoteBot closed and Chair declared the motion CARRIED with AYE 31, Nay 0, Abstain 8.

3.4 Acceptance of the Reports

by Gerhard von Reith

21:37 Nick moved that "we accept the annual reports." Patrick Pointu seconded. The motion was declared CARRIED by Chair with AYE 28, Nay 0, Abstain 4. Additionally, there was general approval for the graphics drawn by Gerhard von Reith.

During the last vote, Henrik Heigl asked about the member reports, which were not in the PDF document. (An attempt to halt the voting failed.) Discussion continued. Henrik pointed to them in the Agenda as point 3.4. Iang suggests that if there is consensus, we could ask for minor revisions, and include it. Consensus is not to add the member reports into the PDF. Chair asks the authors of the member reports whether they have anything to add? Daniel Black asks for more reports from members next year. The URL is entered into the minutes as

wiki.cacert.org/AGM/MembersReport2009.

3.5 Secretary Annual Report

Chair asked Secretary for any additional comment to the Secretary Report, but none forthcoming. Chair moved on.


4. Special Resolutions

4.1 Internal Dispute Resolution

21:47 Chair tabled the first special resolution, and asked for motion and second:

It is resolved that the rules of the incorporated association be amended as follows:

By inserting the following additional definitions at rule 1(1):

a Policy means a reference to the Policies of the Community duly passed to at least DRAFT under CAcert Community's Policy on Policy
a Certificate Authority is an entity that issues digital certificates for use by other parties

By deleting rule 11, and inserting in its place:

11. Resolution of internal disputes
(1) Disputes between members (in their capacity of members) of the association and disputes between members and the association, are to be dealt with in accordance with the association's Dispute Resolution Policy.

By deleting clause 7(2), and inserting in its place:

(2) A member of the association may resign from membership of the association by giving to the secretary written or digitally signed email notice to resign. On acceptance of the resignation, the member ceases to be a member. Acceptance may only be delayed under rule 11.

Patrick motioned and Philipp seconded. Motion was CARRIED as agm20100130.4.1 with AYE 34, Nay 0, Abstain 5.

4.2 Membership Qualifications

21:47 Chair tabled special resolution 4.2:

It is resolved that the rules of the incorporated association be amended as follows:

By inserting the following additional definitions at rule 1(1):

a Policy means a reference to the Policies of the Community duly passed to at least DRAFT under CAcert Community's Policy on Policy

By deleting rule 2 and rule 3, and inserting in its place:

2. Membership Qualifications
(1) A person is qualified to be a member of the association if, but only if:
(a) the person is a person referred to in section 15(1) (a), (b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act, or
(b) the person is a natural person:
(i) who subscribes to the objects of the association, and
(ii) who is, at the time of application, an Assurer, within the meaning of the Assurance Policy, or has received approval from the committee to dispense with this requirement, and
(iii) who has not previously been expelled from the association, unless approved by a motion at a general meeting of the association.
3. Application for membership
(1) An application of a person for membership of the association must be made:
(a) in writing or digitally signed email to the secretary, in the form set out in Appendix 1 to these rules, or
(b) in any other such manner determined by the committee from time to time.
(2) As soon as practicable after receiving a membership application, the secretary must cause to be checked that the proposed member:
(a) is an Assurer within the meaning of the Assurance Policy, and
(b) is not an expelled member of the association.
(3) If the secretary cannot be satisfied as to the applicant’s qualifications pursuant to rule 2, the secretary must, as soon as practicable, refer the application to the committee to determine whether to approve or reject the application.
(4) A membership application referred to the committee under these rules must:
(a) be considered as soon as practicable, and
(b) be approved if the application complies with Rule 2 of these rules.
(5) As soon as practicable after the secretary or committee makes a determination as to the application, the secretary must notify the applicant in writing or by digitally signed email, that:
(a) the application was approved or rejected (whichever is applicable); and
(b) if the application was rejected the reasons relied upon in doing so
(6) The secretary must, on approval of a membership application, enter the applicant's name in the register of members and, on the name being so entered, the nominee becomes a member of the association.

By deleting rule 9, and inserting in its place:

9. Fees and subscriptions
Members of the association are not required to pay an admission or annual fee.

By deleting rule 33(5).

By deleting the remainder of Appendix 1 of the rules after the first occurrence of "Date……………………………………………".

Motion was NOT carried with AYE 12, Nay 24, Abstain 3.

4.3 SGM Call Requirements

21:58 Chair tabled the special resolution 4.3:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting rule(26)(2) and inserting in its place:

(2) The committee must, on the requisition in writing or by digitally signed email, of at least 5 per cent of the total number of members or 20 members, whichever is less, convene a special general meeting of the association.

By deleting the word "Five" from rule 28(2) and inserting "Fifteen".

Motion was NOT carried with AYE 24, Nay 11, Abstain 5.

Some discussion on the meaning of Abstain.

4.4 SGM Call Size

22:03 Chair tabled the special resolution 4.4:

It is resolved that the rules of the incorporated association be amended as follows:

By inserting rule 26(2a) below into the rules of association:

(2a) In addition to the requirements of 26(2) the minimum number of members required to request a special general meeting of the association must be at least ten. If there are less than fifteen members in the association the number of members required to request a special general meeting of the association must be at least five.

By deleting rule 11, and inserting in its place:

11. Resolution of internal disputes
(1) Disputes between members (in their capacity of members) of the association and disputes between members and the association, are to be dealt with in accordance with the association's Dispute Resolution Policy.

By deleting clause 7(2), and inserting in its place:

(2) A member of the association may resign from membership of the association by giving to the secretary written or digitally signed email notice to resign. On acceptance of the resignation, the member ceases to be a member. Acceptance may only be delayed under rule 11.

Motion was NOT carried with AYE 13, Nay 24, Abstain 2.

Discussion on the meaning of Abstain rumbled on. Chair rules, "I rule that abstentions do count as votes. They count in the number of people voting." However, an appeal was possible from the members.

Several commented that this would make Abstain mean the same as Nay. Mark Lipscome stated that to Abstain is not to do somehing, to not vote. Evaldo quotes rule 32, Special Resolution:

A resolution of the association is a special resolution:
(a) if it is passed by a majority which comprises at least three-quarters of such members of the association as, being entitled under these rules so to do, vote in person or by proxy or by secure online methods at a general meeting of which at least 21 days' written or digitally signed email notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules, ...

Mark Lipscombe points out that the operative term is those that vote, not those that are present. Those that abstain are not voting at all. Lambert Hofstra asks "Does this mean that there is no difference between voting "abstain" and not voting at all?" Philipp affirms, and adds that Abstaining gets your act onto the record. Ian mentions Conflict of Interest as a reason to Abstain. Dominik and Andreas mention that Abstains do count in Germany and Switzerland.

Mark moved, "to override the chair, and direct that a vote of abstain will not count in calculating any required majority." Philipp seconds. Motion was CARRIED with AYE 21, Nay 14, Abstain 4. Some discussion by minority suggesting this might be a change in rules half way. Mario stated that no motion to date would have changed its result.

4.5 Members' liabilities

22:15 Chair tabled the special resolution 4.5:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting rule 10, and inserting in its place:

10. Members' liabilities
No member of the association is liable to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of winding up the association.

Motion was NOT carried with AYE 21, Nay 18, Abstain 0.

4.6 Conflicts of Interest ( Variant A )

22:19 Chair tabled the special resolution 4.6:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting rule 6, and inserting in its place:

By deleting rule 6, and inserting in its place:
6. Conflict of Interest Register
(1) The secretary must establish and maintain a register of conflicts of interest of members of the association, specifying the name of the member, the nature of the conflict of interest, and the date so recorded.
(2) A member is taken to have a conflict of interest in the event of becoming employed, contracted to or gaining any pecuniary interest in any entity that is engaged in a for-profit business of:
(i) operating a Certificate Authority, or
(ii) reselling services operated by a Certificate Authority
(3) A member that has a conflict of interest must disclose immediately to the secretary the date the conflict commenced, the nature of the conflict and the names of any other parties to the conflict of interest.
(4) A member who previously made a disclosure in accordance with these rules must notify the secretary in the event of there no longer being a conflict of interest.
(5) The secretary must, on receipt of a notification in accordance with clause (2) or (3) of this rule, cause that notification to be recorded in the register of conflicts of interest.
(6) Whilst ever a conflict of interest exists, that member may not vote on any matter.

By appending the following to rule 19:

, or
(h) makes, or is required to make a notification to the secretary under rule 6.

Motion was NOT carried with AYE 12, Nay 23, Abstain 4.

4.7 Conflicts of Interest ( Variant B )

22:22 Chair tabled the special resolution 4.7:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting rule 6, and inserting in its place:

6. Conflict of Interest Register
(1) The secretary must establish and maintain a register of conflicts of interest of members of the association, specifying the name of the member, the nature of the conflict of interest, and the date so recorded.
(2) A member is taken to have a conflict of interest in the event of becoming employed, contracted or obliged in other ways to any organization in the business of:
(i) operating a Certificate Authority, or
(ii) reselling services operated by a Certificate Authority, or
(iii) maintaining national security (internally or externally), or
(iv) any activity the committee views as in conflict with the principles of CAcert. Such activities must be publicized by the committee to the membership before taking effect.
(3) A member that has a conflict of interest must disclose immediately to the secretary the date the conflict commenced, the nature of the conflict and the names of any other to the conflict of interest.
(4) A member who previously made a disclosure in accordance with these rules must notify the secretary in the event of there no longer being a conflict of interest.
(5) The secretary must, on receipt of a notification in accordance with clause (2) or (3) of this rule, cause that notification to be recorded in the register of conflicts of interest.
(6) Whilst ever a conflict of interest exists, that member may not vote on any matter.

By appending the following to rule 19:

, or
(h) makes, or is required to make a notification to the secretary under rule 6.

Motion was NOT carried with AYE 12, Nay 23, Abstain 4.

4.8 Committee Size Increase

22:26 Chair tabled the special resolution 4.8:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting rule 15(1)(b) and inserting in its place:

(b) 6 ordinary members,

By deleting rule 21(5) and inserting in its place:

(5) Any 5 members of the committee constitute a quorum for the transaction of business of a meeting of the committee.

Motion was NOT carried with AYE 18, Nay 19, Abstain 3.

4.9 Ordinary Business Notification

22:29 Chair tabled the special resolution 4.9:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting clause 27(1), and inserting in its place:

(1) Except if special resolutions under rule 32 are proposed, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

By deleting clause 27(2), and inserting in its place:

(2) If special resolutions under rule 32 are proposed, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying the intention to propose the resolutions as special resolutions, and include any ordinary business received at that time. The secretary may, no later than 14 days before the date, update the notice to include additional ordinary business duly received.

Motion was CARRIED as agm20100130.4.9 with AYE 32, Nay 4, Abstain 4.

4.10 Committee Elections

22:34 Chair tabled the special resolution 4.10:

It is resolved that the rules of the incorporated association be amended as follows:

By inserting the following at the end of rule 16:

(7) Early Ballots may be made with digitally signed email to the secretary, or using other usual and proper methods as the committee may direct. Early ballots must be accepted from fourteen days prior to, and up to one hour before the meeting, and be accepted with signed email.

By deleting clause 33(3) and inserting in its place:

(3) Early votes may be made with digitally signed email to the secretary, or using other usual and proper methods as the committee may direct. Early votes must be accepted from fourteen days prior to, and up to one hour before the meeting, and be accepted with signed email.

Motion was CARRIED as agm20100130.4.10 with AYE 35, Nay 2, Abstain 3.

Patrick Pointu proposed to take a 10 minutes recess. Mathieu Simon seconded. Motion was NOT carried with AYE 11, Nay 21, Abstain 5. Special resolutions continued.

4.11 Committee Business

22:41 Chair tabled the special resolution 4.11:

It is resolved that the rules of the incorporated association be amended as follows:

By inserting, at the end of rule 23, the following:

23a Ballot methods
(1) Questions may be put by any member of the committee outside of a meeting by circulating the question to all board members by digitally signed email to a mailing list containing all members of the committee.
(2) A question circulated by way of rule 23A(1) is taken to have been received by all committee members 48 hours after transmission or such other period as may be unanimously agreed on by the members of the committee.
(3) A question so put under this rule shall be voted on by digitally signed email to the committee mailing list, or by any other method deemed unanimously acceptable to the members of the committee.
(4) A question put under this rule must be held open for votes for 72 hours following deemed receipt of the question in clause (2), or until such time as all members of the committee have voted, whichever is the sooner.
(5) A question is not resolved unless it is voted on by at least as many members as would be required to constitute a quorum under rule 21(5).
23b Open and transparent governance
(1) The committee must, except as provided in this rule, cause any and all business transacted by it to be published on the association's website.
(2) The committee may, by its own motion, close its deliberations to the public, restrict access to any document, or do any other thing as necessary for the proper administration of the association.
(3) In the event of the use of rule 23B(2), the committee must record and publicly disclose the reasons for its decision.

By deleting rule 23(6).

A general appeal from committee members to approve this special resolution was heard. Motion was CARRIED as agm20100130.4.11 with AYE 30, Nay 8, Abstain 1.

4.12 Member Cost Reimbursement

22:45 Chair tabled the special resolution 4.12:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting the words "and any member who consequently incurs expenses is entitled to be reimbursed by the association for any expense so incurred" from rule 26(5).

Motion was CARRIED as agm20100130.4.12 with AYE 38, Nay 0, Abstain 1.

4.13 Payment Signatories

22:48 Chair tabled the special resolution 4.13:

It is resolved that the rules of the incorporated association be amended as follows:

By deleting clause 37(2) and inserting in its place:

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be approved by the committee, either directly, or under standing motions as duly approved by the committee.

By inserting clause 37(3):

(3) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by a designated representative of the committee, being a member or employee of the association, duly approved to the task of operating a financial facility by the committee.

By deleting clause 18(a) and inserting in its place:

(a) that all money due to the association is collected and received, that all payments authorized by the association are made and that correct operation of the association's financial facilities is maintained, and

Another plea for passing was heard. Motion was CARRIED with as agm20100130.4.13 AYE 31, Nay 7, Abstain 2. Some discussion rumbled on after the motion was finalised. Andreas warned, "The consequence now will be there will be no bigger donations to CAcert bank account." ... Others questioned that view. No evidence presented nor conclusions.


5. Ordinary Resolutions

5.1 Cost of Payment Facilities

22:53 Chair tabled the ordinary resolution 5.1:

It is resolved that we think the transaction costs of paying into the existing facilities (Australian bank account, Paypal) are too high and represent a significant barrier, and we request the committee to investigate alternative payment possibilities, and that they either implement these or report back to the membership on why these are not effective. For example, a SEPA account.

Iang stated "this is an informational vote: It tells the board what the people want. It isn't forceing a result." Motion was CARRIED with as agm20100130.5.1 AYE 23, Nay 10, Abstain 7.

5.2 Financial Disclosure

22:56 Chair tabled the ordinary resolution 5.2:

It is resolved that the committee discloses all financial transactions in an anonymized way.

Motion was NOT carried with AYE 4, Nay 30, Abstain 4.

Some discussion on taking a break, but consensus was against.


6. Committee Elections

Chair moved on to elections. Chair proposed that the elections would be done as a single VoteBot count per candidate, with the highest 7 being elected. Committee to organise own positions. This was the method used at last SGM. The candidates were named: Nick Bebout, Mario Lipinski, Ian Grigg, Ernestine Schwob, Mark Lipscombe, Daniel Black, Alexander Prinsier, Lambert Hofstra.

6.1 Conflict of Interest -- National Security or Law Enforcement Agency

Philipp Dunkel ask to pose a question to candidates. His question was: "Is any of you or has any of ever been in the employ of a National Security organisation or Law Enforcement Agency?" Some discussion followed. Iang asked if the conflicts needed to be declared to all members, Mark pointed out that we had not agreed that national security was a conflict of interest (Special Resolution 4.7). Andreas thought it an unlawful question, and a dirty trick. Philipp disagreed, and said it would effect his decision. Tomas agreed with Philipp's viewpoint, as did Werner Dvorak and Henrik. Mario thought it should be declared in private. Mark wondered whether the answer was already known and the need was to smoke one out. Nick decided it was a lawful question, but it was optional to answer.

Nick, No. Mario, No. Daniel Black said "fwiw i'll declare i have no conflict(s) of interest." Iang said No.

6.2 Election of Committee

Chair called for voting in order of the wiki.

Several problems in voting were noted. Henrik requested a revote on a misspelt name, no seconders. Iang wrongly cast a proxy he did not have (for election). Mark and Henrik (and possibly others) missed out on some votes. Philipp motions "to restart the voting process, because there are too many iregularities." Tomas seconds. Motion was NOT carried with AYE 7, Nay 26, Abstain 2. Robert motioned "to agree the current results." Chair declared this motion unnecessary.

Candidate AYEs
Ernestine Schwob 38
Nick Bebout 34
Lambert Hofstra 34
Mark Lipscombe 32
Mario Lipinski 28
Daniel Black 27
Ian Grigg 25
Alexander Prinsier 21

The vote counts (uncorrected) were declared as above in order of count. Lambert offered to have his son analyse with a script later on. Chair declares "the following as elected to the Committee of Management of CAcert Incorporated .......... Ernestine Schwob, Nick Bebout, Mario Lipinski, Ian Grigg, Mark Lipscombe, Daniel Black, Lambert Hofstra".

Chair declares, "there being no further business, this meeting is ADJOURNED."


(End of Minutes)