Nick Bebout called for this Special General Meeting, 20090624 citing two purposes,
Seconded, Mario Lipinski, 20090624, and also Philipp Dunkel.
Business was proposed by Nick Bebout (above, 20090626) and Mark Lipscombe (20090629). The SGM was duly called by Evaldo Gardenali 20090703. Mark Lipscombe's version of business was quoted as the substantial agenda, next Section.
- 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.
- To consider the following special resolution to amend the rules of the association.
By special resolution, it is RESOLVED, that the rules of the incorporated association be amended as follows.
. . .- To consider, and if thought fit, to vote on the following resolutions:
RESOLVED, that the membership takes note of the extraordinary work performed by the current committee, but is disheartened by the recent breakdown of the working relationship of the committee.RESOLVED, that the committee as constituted no longer enjoys the confidence of the members, and each committee member is removed from their position.- To consider, and if thought fit, accept any nominations from the floor to fill any casual board vacancies arising.
(Editor's note. For brevity the rule change of Business #2 is omitted,
and can be found in the full
call for SGM
or in the
wiki copy)
Many new Members were accepted into the Association in the run-up, wiki list. Nominations for committee were received by the secretary in advance, but Business Item #4 replaced these by taking nominations from the floor. A simple voting system, VoteBot was approved by the committee for use in this meeting. m20090701.1.
Minor Problem. A wrong instruction resulted in the wrong chatroom being chosen by some people. This was spotted in time and people were redirected to the correct location.
Typographical Notes. All times are UTC. Minutes written from IRC record kept by Mario Lipinski.
20:53 A brief discussion confirmed (vice-president) Evaldo Gardenali as the Chair. 21:10 Identification and Voicing of members started. Chair was assisted by Nick Bebout and Mark Lipscombe. 21:20 Chair declared the meeting open with 38 members present. 21:23 Chair asked Philipp Dunkel to assist with the voting (#vote chat room and VoteBot counting program).
21:24 Chair asked Secretary Greg Stark to table the proxies. Members stated their proxies.
Proxy Holder Member not present Greg Rose Robert Cruikshank Daniel Black Alejandro Mery Pellegrini Robert Kochheim Teus Hagen Guillaume Romagny John Cagnol Rudi Van Drunen Rudi Engelbertink
There was difficulty in tabling the list, but Secretary confirmed he held those stated by members (above). Philipp Dunkel suggested moving forward on the basis that Greg was an Assurer and his confirmation was good. Ian Grigg suggested that we can audit the list later, and that the Assurer's statement is reliable. Mark Lipscombe requested they be tabled. 21:34 Nick Bebout moved that "the proxies that have been mentioned be accepted, as GregStark has stated he confirms it, and move that we now proceed to the first item of business, accepting committee resignations." Philipp Dunkel seconded. 23:35 Philipp Dunkel opened the voting on "Accept the proxies as confirmed by GregStark" 21:39 Voting Closed:
VoteBot: ABSTAIN had 0 votes.
VoteBot: NAYE had 0 votes.
VoteBot: AYE had 36 votes.
Some discussion confirmed that it was possible to audit the results and re-do unaccepted votes. In parallel with the above vote, the meeting continued.
21:35 Chair asked to receive resignations of current members of the committee, if any. It was confirmed that members of the committee Teus Hagen and Philipp Dunkel had resigned. Philipp Dunkel confirmed there were now 39 voting members present. 21:38 MarkLipscombe moved that "we accept Teus Hagen and Philipp Dunkel's resignations, and thank them for their significant and enduring contributions to CAcert." Nick Bebout seconded. Nick Bebout suggested that a formal vote was not needed and the resignations can be accepted by "unanimous consent." Some discussion ensued, which concluded that it was probable faster just to have the vote the motion. The motion was procedural, arising out of other tabled matters. 21:41 Chair instructed Philipp Dunkel to open the vote. Vote was opened on "accept Teus Hagen and Philipp Dunkel's resignations, and thank them for their significant and enduring contributions to CAcert." 21:43 Voting closed:
VoteBot: ABSTAIN had 1 votes.
VoteBot: NAYE had 0 votes.
VoteBot: AYE had 31 votes.
21:47 Chair tabled the first business item:
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.
21:48 Chair asked the Secretary "do we have any notice of a denied or delayed membership application?" Secretary confirmed No.
At this stage, many members had gone off on their own track and were talking about Business Item #2. Chair called a halt to any voting. Chair then requested advice from Mark Lipscombe on whether a vote was needed on this item. Latter suggested no vote needed as no applications were pending. Accepted by consensus. 21:50 Chair moved on to Item #2.
21:50 Chair tabled the item #2 as:
To consider the following special resolution to amend the rules of the association.
21:51 Chair instructed that the the voting be opened on: "Accept the rule changes on point 2. of https://lists.cacert.org/wws/arc/cacert-board/2009-06/msg00246.html". 21:52 Voting closed:
VoteBot: ABSTAIN had 3 votes.
VoteBot: NAYE had 14 votes.
VoteBot: AYE had 24 votes.
The Aye vote did not reach the 75% mark. The Chair confirmed that the special resolution on rule change was not carried.
21:54 Chair tabled the business item #3:
3. To consider, and if thought fit, to vote on the following resolutions:
RESOLVED, that the membership takes note of the extraordinary work performed by the current committee, but is disheartened by the recent breakdown of the working relationship of the committee.
RESOLVED, that the committee as constituted no longer enjoys the confidence of the members, and each committee member is removed from their position.
Mark Lipscombe confirmed that they are two separate motions, to be voted independently. On request of the Chair, Mark Lipscombe commented: "I encourage everyone to vote aye to both items, both to thank the board for its hard work to date, and to remove everyone so we can vote to fill all the vacancies, rather than leaving anyone glued to their chair. Nick Bebout commented that nothing prevents current board members from being re-elected. Robert Kochheim commented that they were not on the list. Nick Bebout said that motions for electing casual vacancies can be taken from the floor (in this meeting).
21:57 Chair instructed the opening of the first resolution "RESOLVED, that the membership takes note of the extraordinary work performed by the current committee, but is disheartened by the recent breakdown of the working relationship of the committee." Nick Bebout further commented that "I believe the chair should give notice of closing votes." 21:59 Chair closed the vote:
VoteBot: ABSTAIN had 2 votes.
VoteBot: NAYE had 5 votes.
VoteBot: AYE had 35 votes.
The resolution was carried. 21:00 Chair instructed the opening of the second resolution "RESOLVED, that the committee as constituted no longer enjoys the confidence of the members, and each committee member is removed from their position.". 22:02 Chair closed the voting:
VoteBot: ABSTAIN had 5 votes.
VoteBot: NAYE had 16 votes.
VoteBot: AYE had 20 votes.
The resolution was carried. Comments were made: The committee members are relieved of their duties. But this does not effect this current meeting of the association, and Evaldo remains the Chair. It was suggested that the members might be relieved of their legal consequences as well, but this was denied.
22:05 Chair tabled item #4:
4. To consider, and if thought fit, accept any nominations from the floor to fill any casual board vacancies arising.
Nominations were accepted from the floor. Mark Lipscombe confirmed that we needed to technically nominate all those earlier nominated on the wiki list.
Mark Lipscombe nominated Philipp Dunkel, Sam Johnston, Andreas Bürki, Ernestine Schwob, Fred Trotter, Ian Grigg, Andreas Bäß, John Moore III, Greg Stark, Evaldo Gardenali, Robert Cruikshank, Guillaume Romagny, Alejandro Mery Pellegrini to fill casual vacancies on the committee. Mario Lipinski seconded Philipp Dunkel, Sam Johnston, Andreas Bürki, Ernestine Schwob, Fred Trotter, Ian Grigg, Andreas Bäß, John Moore III, Greg Stark, Evaldo Gardenali, Robert Cruikshank, Guillaume Romagny, Alejandro Mery Pellegrini to fill casual vacancies on the committee. Ian Grigg nominated Mark Lipscombe, Robert Kochheim seconded. Philipp Dunkel nominated Nick Bebout, Robert Kochheim seconded.
Philipp Dunkel, Andreas Bürki, Ernestine Schwob, Ian Grigg, Andreas Bäß, John Moore III, Evaldo Gardenali, and Guillaume Romagny accepted their nominations. Sam Johnston's and Fred Trotter's acceptances were declared on the basis of their previous email acceptances. Greg Stark declined. Daniel Black stated that Alejandro Mery Pellegrini had already declined any re-nomination. Greg Rose accepted for Robert Cruikshank (via proxy).
22:13 Ian Grigg suggested that the voting method be outlined. On request of the Chair, he entered the instructions from the wiki into the record:
When the Chair opens an election for a single seat with Votebot: Chair opened election for: Seat number one you can then type:* Firstname LastnameOnly. 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.
Ian Grigg then commented that "I know, we all know, this is very sucky ... but it was the best we could do in a short time." Ian Grigg asked for any objections to the voting method. Mark Lipscombe asked about Latin (non-USASCII) Characters. Ian Grigg suggested that the name without special characters should be used. Evaldo Gardenali moved to follow the outlined process, Philipp Dunkel seconded.
Robert Kochheim objected to the voting method, on the basis that his number one choice would need to be voted into each seat until successful. Much discussion. Guillaume suggested it better to vote on each name, one by one. Wytze van der Raay said the system is wide open to manipulation. Robert Kochheim said he preferred hidden voting. Ian Grigg said it cannot be hidden because the rules say "show of hands." Johan van Selst repeats Guillaume's suggestion, many also agree.
Mark Lipscombe states that the casual vacancies are by positions declared vacant, and we must fill each vacancy with a member. The committee may then change the positions themselves later. Discussion resulted, there are many that object to the form of voting. Mark proposed a motion, seconded Nick Bebout, with some changes was accepted as:
Resolve to vote on each nominee separately, counting only AYE votes. The 7 persons with the most votes are elected, in the following order - President, Vice President, Secretary, Treasurer, Ordinary Members
22:30 Chair instructed the voting to open. 22:32 Voting Closed.
VoteBot: ABSTAIN had 1 votes.
VoteBot: NAYE had 1 votes.
VoteBot: AYE had 30 votes.
A reminder on how to vote was stated. Matthias Šubik stated that a motion could be called at the end to confirm the results of the elections. Alphabetic ordering was chosen. 22:36 Chair asked for the vote to elect Andreas Bäß be opened. Mark Lipscombe made a general comment that it will be problematic if members vote for more than 7 people. 22:39 Chair closed the voting.
22:39 Chair instructed voting to open to elect Andreas Bürki. It was noted that Greg Stark had left the IRC channel, some discussion on how long to wait. 22:42 Chair instructed close.
22:43 Chair instructed voting to open to elect Ernestine Schwob. 22:44 Greg Stark rejoined the IRC channel. Philipp Dunkel asked Greg Stark to vote on Ernestine, and to report his vote on Andreas Beurki. Bas van den Dikkenberg objected, saying the vote was now closed. Chair asked for Greg Stark's intention to vote Aye on Andreas Bürki, and stated it was a record of intentions, not an amendment on the vote at this stage. 22:46 Chair instructed close.
22:47 Chair instructed voting to open to elect Evaldo Gardenali. 22:50 Philipp Dunkel reminded Chair on closing. Chair asked for 30 more seconds. 22:51 Chair instructed close. Chair stated that "the technical problem has been fixed, no need for the extra time."
22:51 Chair instructed voting to open to elect Guillaume Romagny. 22:53 Chair instructed close.
22:53 Chair instructed voting to open to elect Ian Grigg. 22:54 Chair instructed close. Nick Bebout reported that he missed the vote, and that he intended to vote AYE on Ian Grigg. Nick Bebout suggested that the Chair give warning of how much time is left, and requested his vote be added, on grounds of not knowing how much time is left in the vote. Bas van der Dikkenberg objected, on the grounds that the vote is closed.
22:55 Chair instructed voting to open to elect for John Moore III. 22:56 Chair noted Nick Bebout's request and asked whether anyone supported it. Greg Stark asks about his missing vote. Philipp Dunkel supports, as does Mark Lipscombe, Daniel Black, Lambert Hofstra, They also support Greg's vote, as does Nick Bebout. Raul Xavier Boerlage objects. Bas van den Dikkenberg asks whether it is allowed in rules. Mark Lipscombe says the rules are mute on this topic. 22:58 Chair warns "CLOSING VOTE ON JOHN MOORE 3RD IN 30 SECONDS." 22:58 Chair instructs close.
22:59 Werner Dworak states "I think the voting time for Ian Grigg was too short. Can we repeat it?" Bas van den Dikkenberg disagrees. Lance Davis agrees. Chair asks for the members to settle on a procedure. Philipp Dunkel notes that he has recorded the missing votes, and we can count later. Robert Kochheim suggests that if there is a changed vote, we can revote later on. Nick Bebout makes a motion that we count the missed votes. Lambert Hofstra seconds. Chair accepts but defers as there is another vote going on. Hans Verbeek asks for how many seconds or minutes after the closing late votes will be accepted for. Chair proposes 2 minutes. Nick Bebout suggests yes, with a 30 seconds warning. Philipp Dunkel agrees. Many voices chime in with agreement. Bas van den Dikkenberg suggests that this motion, if accepted, will force revoting on all names. 23:02 Chair instructs Philipp Dunkel "on the next votes, please warn when we reach 90 seconds (1:30) and close when we reach 2 minutes." 23:03 Chair instructs open voting on Nick Bebout's motion:
"to count missed/late votes on all the candidates voted already."
Matthias Šubik requests that, next time, the complex votes on names should be finished before starting another vote. Bas van der Dikkenberg says that this is a rule change and requires 75%. Mark Lipscombe states that the motion is a procedural motion, not a rule change,. 23:06 Philipp Dunkel warns closing in 30 seconds. 23:06 Philipp Dunkel closes.
VoteBot: ABSTAIN had 1 votes.
VoteBot: NAYE had 12 votes.
VoteBot: AYE had 29 votes.
23:07 Chair asks all to state any late votes, with a 2 minutes deadline. Werner Dworak stated one AYE for Ian Grigg. Nick Bebout stated one AYE for Ian Grigg. Greg Stark stated one AYE for Ernestine Schwob, and one ABSTAIN for Andreas Bürki. 23:10 Chair closed the collection of late votes.
23:10 Chair instructed voting to open to elect Lance Davis. Bas van den Dikkenberg requests "I want the log [to] object against the late votes and request that rules/policy and law wil be checked if this allowed, by the new board." Guillaume Romagny seconded. MarkLipscombe says the rules do not cover voting, it is to be determined in the meeting. Nick Bebout, Greg Rose, Douglas Ward believe the issue is resolved. 23:12 Philipp Dunkel warns closing. Bas van der Dikkenberg asks for the objection to be noted. The Chair notes it. Bas van der Dikkenberg requests that the new board review this. Lance Davis proposes that we restart the voting. Many chime in and oppose Bas van der Dikkenberg and Lance Davis. Bas van der Dikkenberg says "move on."
23:14 Chair instructs voting to open to elect Mark Lipscombe. More discussion. 23:17 Philipp Dunkel announces open. 23:29 Philipp Dunkel warns close, then closes. Mark Lipscombe comments that "the whole point of the motion was that we don't disenfranchise people; we accept votes where an intent is clear, and "do the right thing", rather than finding technical ways to screw people out of a vote."
23:20 Chair instructs voting to open to elect Nick Bebout. 23:21 Opens, Greg Stark asks who for, stated as NB. 23:23 Warning and Closed.
23:24 Chair instructs voting to open to elect Philipp Dunkel. Philipp Dunkel asks for revote because of delays. 23:26 Warning and Closed.
23:27 Chair instructs voting to open to elect Robert Cruikshank. 23:30 Warning and Closed.
Chair notes that Fred Trotter has not been voted. Gary Adams notes that Sam Johnston has not voted. 23:33 Chair instructs voting to open to elect Fred Trotter. 23:35 Warning and Closed. Lambert Hofstra states that Fred Trotter's acceptance was not signed. However, Fred Trotter's result indicates there is no need to challenge the acceptance.
23:36 Chair instructs voting to open to elect Sam Johnston. 23:38 Warning and Closed.
23:39 Chair declares end of candidates list, and requests the results. Philipp Dunkel reports top 7 candidates: Nick Bebout, Mark Lipscombe, Ernestine Schwob, Philipp Dunkel, Guillaume Romagny, Andreas Bürki, Ian Grigg. Douglas Ward offers congratulations. Guillaume Romagny points out that we finally had a real board election. Bernhard Froelich and Wytze van der Raay ask for the numbers of votes. Wytze can der Raay reports his paper notes indicate a tie 7th place between Ian Grigg and Evaldo Gardenali. 23:42 Philipp Dunkel reports:
Name Votes Nick Bebout 29 Mark Lipscombe 28 Ernestine Schwob 28 Philipp Dunkel 24 Guillaume Romagny 21 Andreas Bürki 21 Ian Grigg 20 Evaldo Gardenali 19 Andreas Bäß 18 Robert Cruikshank 18 John Moore III 11 Sam Johnston 11 Lance Davis 3 Fred Trotter 6
Chair reminds Wytze of two missing votes for Ian Grigg. Wytze van der Raay agrees. 23:44 Chair declares positions for new board:
Name Position Nick Bebout President Mark Lipscombe Vice-President Ernestine Schwob Secretary Philipp Dunkel Treasurer Guillaume Romagny Ordinary Member Andreas Bürki Ordinary Member Ian Grigg Ordinary Member
Robert Kochheim asks who lives in Australia. Philipp Dunkel says Mark Lipscombe (could be Public Officer). Greg Rose informs that Robert Cruikshank is happy to continue as Public Officer. Some more discussion about Public Officer. Greg Rose concludes that the board should contact Robert Cruikshank about the role.
23:47 Chair asks whether there is any late business. Matthias Šubik asks if the vote is accepted. Daniel Black objects that any additional business is not listed in the Agenda (but in the event only related and procedural motions are entertained). Brian McCullough moves that we accept the votes as counted. Chair seconds. 23:48 Chair instructs voting to open "that we accept the votes as counted." Ian Grigg asks Daniel Black to set up the board maillists. Daniel Black responds that it will take a day. Some trouble with the VoteBot as it opened after people started voting. People revoted. 23:51 Chair instructs close:
VoteBot: ABSTAIN had 4 votes.
VoteBot: NAYE had 0 votes.
VoteBot: AYE had 30 votes.
Brian McCullough offers motion to adjourn. Greg Rose seconds. Agreed by consensus. 23:52 Chair declares the meeting closed. Thanks all round.