times in UTC+11 [9:03:03] ok, in that case, I declare the meeting open, and move that we accept the minutes of the previous committee meeting, at https://wiki.cacert.org/Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20100117 [9:03:14] seconded and Aye [9:03:17] aye [9:03:23] aye [9:03:26] abstain [9:03:35] abstain [9:03:52] abstain [9:04:08] I declare it carried. [9:04:18] give me a sec to enter the votes into the system [9:05:24] for those new on the board i've set up notifications when votes are about to close. if you don't want this tell me and i'll take it off. [9:05:25] next item... 1.3 Ratify the Motions made since the last Committee Meeting [9:05:44] only motion pending is https://community.cacert.org/board/motions.php?motion=m20100131.1 [9:05:50] Resolved that CAcert\'s laptop provisioned to Evaldo Gardenali be given to [9:05:50] him based on its depreciated value and Brazil\'s export regulations [9:05:50] prohibiting its export and therefore return. [9:06:10] the wording of this one concerns me, that it might be a reportable fringe benefit if we word it like that [9:06:32] my understanding from what is being proposed is that we are simply not interested in seeking recovery of it, rather than giving it [9:06:35] I actually think it is a bit difficult myself, because the association has already voted on this [9:06:47] it has a 0 depeciated value in the balance sheet from memory [9:06:57] dan, right [9:06:58] iang: it has? [9:07:16] dan: right, which means we should abandon its recovery, rather than gift it [9:07:20] the issue was: it's on the balance sheet, and should be removed. So giving it away was easiest [9:07:20] dan, we write off [9:07:21] Evaldo's Laptop, arising out of 3.2, Financial Report [9:07:21] moves that ownership of Evaldo Gardenali's CAcert laptop be transferred to him [9:07:22] CARRIED as agm20100130.3.1 Aye 31 Naye 0 (Abstain 8) [9:07:23] It has no value, we don't want it back -> so we need to get rid of it and get it out of our papers. [9:07:35] that's an 8 ) at the end [9:07:51] Those remarks are entered into the agenda as notes to 2.10 [9:07:53] oh, then Dan it would probably be easiest to just withdraw this motion? [9:08:05] Lambert, it was, but we write off end year 2008/2009 [9:08:18] Lambert, and the annual report was accepted [9:08:26] ernie, so it's already off the balance sheet? [9:08:33] Lambert, yes [9:08:49] Lambert, as at 1.7.2009 it is zero [9:08:54] Ok, so it doesn't matter what happens to it, it's already gone... [9:09:05] possibly, the text of the motion could be adjusted to just accept and act on the AGM motion [9:09:10] dan: are you prepared to just withdraw that motion and let the AGM's resolution stand? [9:09:17] i'm ok with withdrawing it. [9:09:19] the AGM's resolution overrules us anyway [9:09:24] ok [9:09:31] no objections? [9:09:32] I have to leave for a few minutes, sorry. [9:09:36] my concern would be that the AGM is over the board, and once the membership has spoken, we have less leeway to do that [9:09:54] s/do that/do anything at variance/ [9:10:02] iang: right, so Dan withdraws his motion, the AGM motion stands, and we just leave it at that [9:10:09] nod [9:10:32] ok - i'll put a small expliation as a follow up on the board list. [9:10:37] next item.... [9:10:38] ok, Dan's said he's happy to do that, so matter closed [9:10:50] doing it now [9:10:57] if we're in agreeance about culling the agenda a little, lets do that first before getting into the items? [9:11:06] 2.4, 2.5 and 2.7.. can we defer them? [9:11:11] agree [9:11:16] nod [9:11:18] well, 2.4, perhaps we can just agree with the proposal? [9:11:29] so that email alias goes somewhere, and set up the two others [9:11:45] i would abstain, I don't think this is board business [9:11:55] i would say that the PR people should do whatever they want [9:11:58] as I recall, we decided that we didn't want anything to do with having to pass resolutions setting up email accounts, so perhaps if we all just think it's ok, it can be done [9:12:36] i'm happy with defering 2.5 and 2.7 [9:12:38] so, unless anyone objects strenuously, lets just treat 2.4 as dealt with, and dan do what he is proposing [9:12:44] sure [9:12:56] nod [9:12:59] I move that we defer 2.5 and 2.7 of the agenda to a future date. [9:13:00] ok - i'll take objections in the next 24 hrs and will do it otherwise. [9:13:01] ernie [Ernestine@84-73-137-73.dclient.hispeed.ch] has quit IRC: Ping timeout: 180 seconds [9:13:13] second defering 2.5 2.7 [9:13:22] ok [9:13:24] all those of that opinion, aye, against no [9:13:27] aye [9:13:28] aye [9:13:34] (dan, what you could do is add to the Communications document that you are doing this as matter of course when email addresses fall fallow) [9:13:41] aye [9:14:08] I think Mario is afk, and Ernie disconnected [9:14:21] there is consensus, i'd say [9:14:26] yes, I would say so too [9:14:35] if not, we can revisit [9:14:37] next item... 2.1 public officer added by dan [9:14:54] I'm happy to continue as public officer at this stage [9:15:18] great - was just making sure [9:15:28] fine with me [9:15:44] as you know, i'll be in the area in a month or so ... I'm not sure if we can do anything, but if there is a possibility of running an event, I'll try and make it. Drum up some support. [9:16:17] ok, next item... 2.2 other board roles allocation - added by dan [9:17:01] does anyone have any roles that they feel they'd be particularly strong at? [9:17:10] I would suggest retaining Ernie as Treasurer. Also, I don't see a big need to change the P, VP roles [9:17:17] back [9:17:29] as long as one at least is at each meeting to do the Chair role, that's fine by me [9:17:35] other opinions? [9:17:50] I think we need to select a different president, to be honest.. Nick isn't around enough [9:18:01] ernie? [9:18:03] the other possibility is to follow the line of voting and push Ernestine to treasurer :) [9:18:14] sorry s/treasurer/president/ .. [9:18:21] haha we can make her treasurer while she's disconnected :) [9:18:23] That *is* the most important role :-) [9:18:34] she expressed that she didn't want to be treasurer again [9:18:36] but frankly, with all the work done on signatories ;-( ... [9:18:40] she did? [9:18:44] ah [9:18:45] she did? [9:18:53] but signatories is separate, even if she's not the treasurer [9:18:59] OK, nod [9:19:15] perhaps we defer this till she is back on line? [9:19:18] Hmm, wait for her to return? [9:19:19] can we defer treasurer till sh'es back [9:19:26] oh, I'm sorry, perhaps it was Dan that said that? [9:19:26] so secretary? [9:19:43] i said perfer not tresurer - yes [9:19:50] I would say having a native English speaker as secretary might be good [9:19:52] I read it in an email from Ernie, but perhaps it just badly quoted Dan [9:20:08] mark continuing as po is fine for me. ernie as treasurer also. [9:20:26] I think we have consensus for Ernie as treasurer again in that case? [9:20:27] I move we defer this until Ernie gets back online [9:20:38] yes, does anyone have any way of contacting her? [9:21:36] (guess not) [9:21:40] nope [9:21:43] i am talking to her on skype, she has a IRC problem [9:22:01] can she use https://irc.cacert.org/ [9:22:02] a few minutes before she can reboot, apparently [9:22:40] ok, being that pretty much everything needs us all here, shall we just wait a few mins for her? [9:22:44] ernie [Ernestine@84-73-137-73.dclient.hispeed.ch] has joined #board-meeting [9:22:48] yay [9:22:52] welcome back [9:22:54] wb [9:22:58] :-) [9:23:02] Ernie, Q for you: do you prefer treasurer role, or not? [9:23:04] sorry [9:23:08] we got lost without you... [9:23:20] lambert,:-) [9:23:48] what does other say when I was off [9:24:01] we just started on the topic of roles for board. [9:24:09] for native english secretaries I can do it if no-one else volunteers [9:24:35] dan, should be great [9:24:36] we're making you president ernie [9:25:18] you happy to take/continue tresurer as well? [9:25:25] mhh,what does others think [9:25:40] they all agree you did a good job [9:25:51] but we also learned you wanted to be president [9:26:06] so it's all up to you :-) [9:26:08] wanted is a big word, I like finance [9:26:20] ok, that's settled then ;-) [9:26:43] (kidding) [9:26:48] Speak! [9:26:56] I think we could continue with nick [9:27:04] i thinks thats not quite right ref 'wanted'. for president it was expressed that someone around mroe than nick would be good [9:27:08] as predisdent [9:27:09] the problem as I see it is that Nick is never around [9:27:15] ernie, I think you need to establish ... would you take on the president's role, and do you want to keep the T role? [9:28:07] afaik you can do both. think we all see president as a fairly low demanding role [9:28:07] markl, right [9:28:21] dan, that is correct [9:28:30] Hmm [9:28:34] Would that comply with the association rules? [9:28:34] I'm not sure if the rules allow? [9:28:36] because a statement was made before that: markl: she expressed that she didn't want to be treasurer again [9:28:45] I only take president, if I can still do finance [9:29:03] I misread the email Ernie sent, it was actually quoting Dan [9:29:06] What do the rules say? I'm not sure [9:29:07] but it wasn't obvious in the email [9:29:20] checking the rules [9:29:27] iang, from where you have this [9:29:43] from markl, who now says it was dan, or something. [9:29:50] OK, so that establishes your position :) [9:29:57] markl, yes, this was dan saying [9:30:15] umm the rules are ambiguous, but lean towards it not being possible [9:30:20] (now I know what email is being referred to, yes) [9:30:28] Subject in the case of the first members of the committee to section [9:30:29] 21 of the Act, the committee is to consist of: [9:30:34] (a) the office-bearers of the association, and [9:30:35] (b) 3 ordinary members, [9:30:35] each of whom is to be elected at the annual general meeting of the [9:30:35] association under rule 16. [9:30:45] The office-bearers of the association are to be: [9:30:45] (a) the president [9:30:45] (b) the vice-president [9:30:45] (c) the treasurer, and [9:30:49] (d) the secretary [9:30:58] So, Ernie prefers to stay in treasurer role, and I'd support that. [9:30:59] which is the sames as 15(1) and 15(2) of the rules [9:31:10] so... to have the 3 ordinary members, we have to have a single person for each office bearer position [9:31:18] otherwise we'd end up with 4 ordinary members [9:32:04] or I only make the work, and the position treasurer make somebody else, so we have internal auditor too :-) [9:32:28] Was also thinking about such a solution [9:32:29] there is not a problem to do, because I already use a websystem [9:32:53] could give a further person access to look at the things [9:33:04] then who do you want to work with in T role? [9:33:26] (I think our finances are too small to justify too many eyes, but ... OK) [9:33:42] somebody from AUS should be useful [9:33:54] nod [9:34:07] i think if you want to do the work, you should be the treasurer, ernie [9:34:21] agree [9:34:25] :-) [9:34:37] (I agree with markl, sorry) [9:34:44] the act/rules to make it abigious doing both sorry [9:34:57] no problem, then i stay with treasurer [9:35:10] by popular association vote are Lambert or mario interested in P? [9:35:25] I thinklambert have more [9:35:31] much more votes [9:35:48] president is basically chairing meetings [9:35:53] would be nice for talking to Oophaga ... ;-) [9:35:57] 00:29 < PhilippDunkel> Ernie - 38 [9:35:58] 00:29 < PhilippDunkel> Nick - 34 [9:35:58] 00:29 < PhilippDunkel> Lambert - 34 [9:35:58] 00:29 < PhilippDunkel> Lambert - 34 [9:35:58] 00:29 < PhilippDunkel> Mark - 32 [9:35:59] 00:29 < PhilippDunkel> Mario - 28 [9:36:00] 00:29 < PhilippDunkel> Daniel - 27 [9:36:02] 00:29 < PhilippDunkel> Ian - 25 [9:36:09] Well, I do like dan's statement: (11:29:17 PM) dan: afaik you can do both. think we all see president as a fairly low demanding role [9:36:17] and lambert wasn't voting from himself - so he has one more then nick [9:36:22] yes, this i basically all the Rules says about P & VP, I think. But externally it seems to make some difference. [9:36:23] you accept Lambert? [9:36:34] Lambert: the rules are ambiguous about it, but tend towards making that not possible [9:36:55] yes [9:37:08] Move, that Lambert take the President's role [9:37:14] :-) [9:37:19] markl: I meant: president is a fairly low demanding role. That's the part I like when you propose being P [9:37:27] iang, second [9:37:58] its carried if you accept Lambert and then we can move on? [9:38:15] ok [9:38:17] I am OK with either. Although I would propose Mark to take on the secretary's role ... it has a relationship to Public Officer that makes it simpler [9:38:33] probably what is best is if we develop consensus on each one, then have a single vote to adopt the positions [9:38:48] OK [9:39:31] so.. Lambert president, Ernie treasurer... [9:39:39] right [9:39:42] Lambert accepts. Unless pressed, I'm happy to take on "ordinary member" role [9:39:52] markl, vice like before? [9:40:06] which leaves dan, Nick, Mario, Markl for: VP, Secretary ? [9:40:19] i'm happy to accepts the current roles with me as secretary and if the PO/S interesaction gets too hard we can talk then. [9:40:19] dan said to make secretary [9:40:23] I'm happy to take secretary, it does make some sense in conjunction with being the public officer [9:40:31] I anyway make the membership related things [9:40:40] I agree with mark on the secretary role [9:40:47] and mark was staying VP by lack of any objection/challenge [9:40:49] ok [9:41:08] So mark as secretary? [9:41:12] Who as VP? [9:41:13] markl: i'm happy to give secreaty [9:41:16] nick? [9:41:18] because by the rules, the register of members must be kept at my address and all that other stuff [9:41:20] and nick vice [9:41:21] ah damit [9:42:24] mark would you prefer vp or s - both seems not likely in the rules/ [9:42:25] ? [9:43:01] i'd prefer secretary, for simplicity [9:43:16] ok. who takes vp then? [9:43:17] markl as secretary, I'd say [9:43:19] So: Ernie: Treasurer, Mark: Secretary, me: Presient, nick or dan: VP? [9:43:36] dan - VP ? [9:43:37] mario or dan as vp imo [9:43:39] i'll take vp [9:43:42] Mario, do you wish to go for VP? [9:43:49] ok dan [9:44:15] any objectio mario? [9:44:21] i think mario said he was leaving earlier ... so that puts him out of the running perhaps [9:44:37] No. Native speaker seems to suit better for vp. [9:44:42] ok - all settled then? [9:44:53] I think so, dan are vice [9:44:54] ok, we seem to have it [9:44:59] I'm back (for quite a long time now) [9:45:05] let me type up a motion [9:46:55] RESOLVED, that the following office bearers be appointed: [9:46:55] President - Lambert Hofstra [9:46:55] Vice President - Daniel Black [9:46:55] Treasurer - Ernestine Schwob [9:46:55] Secretary - Mark Lipscombe [9:47:11] aye [9:47:12] I move that motion [9:47:22] aye [9:47:40] need someone to second it first :) [9:47:45] second [9:47:46] second [9:47:46] second [9:47:53] enough? [9:47:57] all those of that opinion, aye, against, no [9:47:58] aye [9:48:02] aye [9:48:03] aye [9:48:07] aye [9:48:43] aye [9:49:06] I declare it carried. [9:49:21] next item... 2.3 Oophaga letter to respond to - added by dan [9:49:51] I would move that we publish the letter, as a first step [9:50:18] the author has given us permission, I believe? [9:50:32] correct, yes. [9:50:33] I read the message, and think we should talk to oophaga asap [9:50:41] if thats so i'm happy for it to be published [9:50:49] second [9:50:49] some of the items there we cannot do in the expected timeframe [9:50:55] lambert: did you read my phone transcript? [9:51:18] not yet, I learned you talked to them just before the meeting [9:51:37] I also wrote to Prof Koops to confirm receipt of the letter [9:51:46] ok. Quick one liner: Bert-Jaap was primarily concerned about getting a forward looking statement, seeing an agenda [9:52:13] in all, he wanted some dialogue and some sense of a future. He wasn't so interested in the direct contents of the letter [9:52:44] I think a highly suitable response is to send him the Annual Report. [9:52:48] What I read between the lines in that letter was that they feel a bit left in the dark, so I can understand they want a forward looking statement [9:53:01] I think we should publish the letter, send him a copy of the annual report and invite Prof Koops to our next board meeting... what do you think? [9:53:07] From reading the letter I did not see it as that hard as it seemed from my impressions of the last boards meeting. Generally our lack of communication made them act. [9:53:19] right... and to be fair, it looked like that. the last board more or less ignored NL for the entire 6 months ... concentrating on other issues. [9:53:21] law: agree [9:53:25] sending a annual report is a good start. i think it needs more of a plan additionaly though [9:53:42] dan: agree [9:53:47] law, the timeline are little bit "blueeyed" if we confim this [9:54:11] perhaps publish a response and the letter at the same time? [9:54:13] ernie: what do you mean? [9:54:24] yes. But that can be possibly cleared up when communicating with them. [9:54:25] to ... neutralise the timelines in the letter somewhat? [9:54:28] Lambert, start audit [9:54:39] I'd advice not giving a response with solid timelines [9:54:56] iang: yes [9:55:07] I'd prefer to publish the letter immediately, and respond with the annual report and prepare a formal response in the next couple of weeks [9:55:14] also, I'm not sure ... but I wonder if they are under some pressure from their supporters [9:55:33] markl, agree, we cann't solve all the things during this meeting [9:55:37] which might not become clear from this rarified Board <--> Board letter level [9:55:53] I'd be happy to start work on preparing a formal response, for us to consider at a meeting in a couple of weeks [9:55:54] So my feeling is: we should give them enough attantion, they're an important supporter, and probably need to explain that to their equivalent of shareholders [9:56:05] can we prepare a response in mail after the meeting, over next 2 weeks? [9:56:16] so if we can give them a good feeling, they should be ok [9:56:25] iang: I'd be happy to head that up, and prepare a draft [9:56:38] Lambert, agree [9:56:56] Lambert: markl: ok [9:57:11] agreed [9:57:14] but I think the first step is to publish the letter we have received [9:57:21] so it's out in the open [9:57:30] OK. An immediate response with the annual report, publish the letter, and one in 2 weeks have something deeper prepared? [9:57:40] iang: yes, that's what I would propose [9:57:49] seconded [9:57:56] agree [9:58:05] President to send both, I guess [9:59:16] ok, agreed. This is a procedural motion, we have consensus, right? [9:59:39] yes [9:59:41] yes [9:59:46] yes, dont think we need a motion [9:59:47] markl: you'll create a proposal, send it to all, and when we agree I'll send it, right? [10:00:06] lambert: sure [10:00:49] so this will include a dpa, audit and finance plan ? [10:01:14] the latter two, probably [10:01:18] the DPA issue is resolved, the previous board concluded that we are in compliance with all relevent legislation [10:01:33] if you want to reopen that, you're quite welcome to, but at this very moment, it is resolved [10:01:42] markl: then we probably have to communicate that? [10:01:59] possibly best to give the new board directors a briefing on that some time. [10:02:17] i'm very happy to year dpa is handled [10:02:24] s/year/hear/ [10:02:27] you should review the private list for information about that, and remember that as committee members you have a duty not to disclose any of the discussions surrounding it [10:02:34] Question: how much detail can we put in such a letter in two weeks time? [10:02:38] an overiew would be good. [10:02:40] there's also a motion of the last board confirming it is resolved [10:02:49] According to Oophaga the DPA stuff somehow needs to be published by CAcert... [10:03:07] we did.. we published a board motion confirming that we are in compliance with all applicable law [10:03:08] law: that's what the motion does. [10:03:23] markl, right [10:03:26] we do not need to, nor should we, publish the details of why and how we think we are in compliance [10:03:38] however, I concur with markl; you should review the documents and discussion in the private list [10:03:56] ok. i'll read up on it. [10:03:58] and/or ask for a briefing; I'm happy to do that if no-one else wants to [10:04:17] next item? 2.6? [10:04:18] when you form an opinion or conclusion on a legal matter such as this, it's not common practice to publish your reasoning... just that you have reached that conclusion [10:04:34] publishing the reasoning has the potential to unnecessarily prejudice your position [10:04:50] next item...2.6 Banking Signatories - added by dan - re-ordered by iang for fact-finding first, discussion second. [10:04:56] ack the privacy of it [10:05:18] yes, my understanding, Resolution did carry [10:05:28] my appoligies for bad memory [10:05:37] i'll accept that. [10:05:38] agm20100130.4.13 AGM/RuleChange/SignatoriesToPayments CARRIED Aye 31 Naye 7 (Abstain 2 ) [10:05:50] do we need/want another signatory then? [10:05:53] well, it isn't minuted, and I did not recall it either. [10:06:07] I had to go through the transcripts in detail and confirm it :) [10:06:26] hold on, that's 2.6.c [10:06:42] Ernie + markl: any progress on the famous #2 signatory? [10:06:53] iirc the motion was carried [10:07:00] iang: yes, the moving target of the paperwork is currently in Westpac's court [10:07:17] they have all the paperwork necessary, and my local branch has now sent the documents to the branch the account is held at [10:07:24] so "any time now" it should be resolved [10:07:29] ok [10:07:37] markl, ok [10:07:40] then, after that is done, I will lodge the changed rules with them, to adjust the "two to sign" [10:07:42] but, not yet :) a true safa [10:07:46] s/safa/saga/ [10:07:57] if I can ask: summary is, we now only need one signature. However, having a second signature is a backup strategy? [10:08:07] Lambert: nod [10:08:17] having more than one person that can sign instruments is a good thing.. in case one of us falls under a bus [10:08:27] ok, fine [10:08:30] Lambert, we need more people which can make a payment [10:08:43] which brings up next question: do we add Dan as extra? [10:08:45] having the two of us there will give us protection in case someone is unavailable [10:09:00] I'd say to defer that until we have the current mess sorted out [10:09:01] presumably he can do the paperwork at a local Westpac more conveniently [10:09:12] markl, but I suggest too, to add dan also - he is AUS goes quicker [10:09:14] the current mess comes about because the two current sigs on the account are non responsive [10:09:27] so adding Dan at this point in time will slow down things again [10:09:37] and, if we add Dan, do we also want to add Iang when he is in Oz? [10:09:40] the document to add people must be signed by each person, in original copy [10:09:51] Can we ask dan to work with current sigs to solve this? [10:09:53] markl: nod. [10:10:04] the current signatories are entirely non responsive [10:10:31] robert and? [10:10:40] Greg Rose [10:10:45] k [10:10:47] but *both* would need to have signed [10:11:00] to fix it up quick.. and given that Robert has fallen off the face of the earth... [10:11:15] and if adding dan next, ernie, markl, rc and greg need to sign? [10:11:21] anyhow, I propose that we just keep going with what we've been working on, because all the hard work is done [10:11:25] right now, yes [10:11:35] but once we finish the process we're in at the moment, Ernie and I will need to sign [10:11:43] ok by me. [10:11:49] ok. And when it is all done, revisit the question of additionals? OK by me. [10:11:51] yes [10:11:56] dirk [dirk@89.244.115.51] has quit IRC: Ping timeout: 180 seconds [10:11:56] Well, good this the both of you are reelected :-) [10:12:11] yeah, would have been fun if not [10:12:15] LOL [10:12:16] Lambert, yes [10:12:21] ok, next item... 2.8 Finance discussion - added by dan [10:12:22] wouldn't ahve been a problem as long as they stay cacert member [10:12:27] ok, then one final question: are we agreed that the motion is sufficient, and we can then move to pay people? [10:12:37] or are we still of the opinion that we have zero signatories? [10:13:20] we have an existing authority to pay the two creditors (ian and oophaga), so once Westpac reflects reality, I'm of the opinion we can pay these two immediately on my signature [10:13:38] actually.. you know what... I have transaction access to the account [10:13:59] being that I have the association's authority now to conduct transactions with one signature, I may be able to pay both [10:14:09] if you have Tx access ... as far as this board is concerned you are a signatory, and so is Ernie [10:14:11] markl, I need statements from both accounts (the last one is now really old [10:14:14] be damned what Westpac's opinion is [10:14:33] I really don't care what Westpac thinks :) [10:14:41] nod [10:14:47] If they need a second signature, they will ask for it. [10:15:00] second nod :-) [10:15:01] after this meeting, ian, can you forward me your banking details, and I will attempt to pay your bill [10:15:12] I'm of the opinion I have the authority to conduct that transaction [10:15:13] ok, do we actually have the board's approval to pay these bills? I know it has been mentioned before ... but I don't recall where that was? [10:15:30] yes, authority to pay your bill comes from the board before last approving your expenditure [10:15:35] Open payments: [10:15:35] Oophaga hosting 3’010.71 EUR 4’729.80 AUD [10:15:35] Expenses #7 audit 296.00 EUR 463.44 AUD [10:15:35] TOTAL 5’193.24 AUD [10:15:35] the Teus board never approved anything beyond 1 TX as far as I know. [10:15:53] and authority to pay oophaga comes from the board approving the recurring expenditure [10:15:58] ah OK, so the Finance report is accepted, so that is an authority. [10:15:59] happy to pay bills [10:16:01] oophaga sent in the meantime the invoice for Q3+4 [10:16:36] then, I'd urge the bills to be paid. Mark, I'll send details by email. [10:16:39] the board that Teus was a part of approved the recurring expenditure of Oophaga hosting, and Ian's audit expenses [10:16:58] ok, we all agree? Need a motion? [10:17:00] markl, the audit-expenses [10:17:24] about oophaga we don't made already a motion - we are not able to pay [10:17:25] i agree. i don't think we need a motion though. [10:17:38] ernie: there is a motion from Teus' board approving the ongoing expenditure [10:17:43] for Oophaga [10:18:00] markl, right - they agreed to pay regarding MoU [10:18:36] ok ... out of an abundance of caution ... I would suggest at next board meeting, we re-address this topic and put new motions to approve these in the future. [10:18:41] (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. [10:18:46] that's part of the new rules [10:18:55] but, not to delay any current debts. So ride on their motions for their debts. [10:20:13] other than that, ernie asks for up-to-date bankstatements? [10:20:42] iang, right, not first time :-) [10:20:55] will send the latest one after this meeting.. it was only just issued.. statements are quarterly [10:21:07] most recent statement was issued 29 jan [10:21:08] ok, good. [10:21:16] markl, ok - if possible with details [10:21:18] for the period 30 oct 2009 to 29 jan 2010 [10:21:26] i believe ernie has all ones previous to that [10:21:34] markl, yes [10:21:43] next: Annual report is accepted, so Finance report to be lodged with OFT? [10:21:49] so can't send statements before they make them :) [10:21:57] iang: I'll prepare the paperwork for it [10:22:07] also for the rule change [10:22:12] markl, in which form you need the financial report [10:22:15] Marty1 [MartinSchu@dslb-088-070-174-013.pools.arcor-ip.net] has quit IRC: Quit: ChatZilla 0.9.86 [Firefox 3.5.7/20091221164558] [10:22:25] the pdf that was sent is what needs to be sent to fair trading [10:22:35] markl, ok [10:23:18] I will prepare the two documents for Fair Trading, the annual return and also the rule change, and get authorisation for whatever the fees are at the next meeting [10:23:38] markl, ok [10:23:42] I also have some expenses relating to the change of public officer form from last year, that I will seek reimbursement for [10:24:09] 2.8c agm20100130.5.1 [10:24:19] I move we defer this agenda item [10:24:23] second [10:24:30] ok. Markl, back in 2007, I think there was a motion that the Treasurer could approve expenses $100 and under without coming to board. Let's also put that to the next meeting. [10:24:33] ... next "2.8c agm20100130.5.1" 5.1 Cost of Payment Facilities Carried Aye 23 Naye 10 (Abstain 7 ) [10:24:40] yes, AYE, defer to next. [10:24:48] aye [10:25:13] "5.2 Financial Disclosure" did not carry. No action required. Any discussion? [10:25:17] iang: yes, we should ratify that [10:25:20] not from me [10:25:39] no [10:25:44] no [10:25:45] none from me [10:25:46] - [10:25:46] next... 2.9 Board/Community goals - added by dan [10:25:57] 2.9 probably deserves a discussion o nthe board list if anyone has stuff to add [10:26:24] i'm happy for it to continue on the board list [10:26:33] and move to the next itme [10:26:35] agreed, and it might also be part of the Oophaga response letter discussion. [10:26:45] agreed [10:26:51] yes, to late to discuss now [10:26:53] ok [10:26:54] ok, next item... 2.10 Recovery of assets - added by mario [10:26:54] moved/seconded/aye :) [10:27:04] we dealt with the first part [10:27:15] the second part I guess is directed toward RC again? [10:27:22] markl, yes [10:27:32] markl, what is your progress with RC [10:27:33] any progress? [10:27:36] I wish... [10:27:47] after mailing him the registered letter, I received one email from him [10:28:01] and despite repeated attempted to contact him since, he has not responded at all [10:28:15] he did, however, confirm he has a 1U server and "some paperwork" [10:28:25] i noticed in the assocation act the director-general can issue summons of information - can we request that they do? [10:28:59] dan, there is normally a deadline within you have to do ... but he didn't [10:29:00] I think we pretty much need to decide how much we want this stuff back... if we want it back, the next step is to bring a local court action against him and serve process on him [10:29:02] Do we know why he's inresponsive? [10:29:07] possibly ... although I note that we've just made our dispute resolution into our own Arbitration. [10:29:22] so I would suggest we try our own methods... or at least think about them seriously [10:29:29] if he doesn't respond to certified letters in the mail, I don't like your chances of having him write back and accept the CCA [10:29:43] markl, the annual report we have done, think we didn't really need [10:29:58] ernie: he has TTP paperwork and other stuff that we need though [10:30:02] ernie: there is a 1 penalty point $100 for failure to hand over - the disobeying the DG is very significate [10:30:09] he can be deemed to have accepted the CCA, he was on the board that voted it through. [10:30:19] dan, and how we will get ? [10:30:41] did you try contacting him via phone? [10:30:47] Fair Trading will only issue information summons in very limited circumstances, and will only do so for things covered by the Act [10:30:56] yes, by phone, by certified letter and by email [10:30:57] I would suggest that we need a second registered letter. [10:32:13] my question in writing that second letter is, should he fail to deliver up the items in question, do we have consensus to involve the magistrate's court in getting it back [10:32:28] our second letter needs some teeth, because the first clearly did not have the intended effect [10:32:32] dirk [dirk@89.244.115.51] has joined #board-meeting [10:32:47] markl, how much does it cost for us? [10:33:24] about $60 for the statement of claim, about $80 to have the sheriff visit with the summons [10:33:50] well. I would say we need to be careful here about our recent Rule Change. However, I suppose we aren't in dispute are we? We simply want our stuff back? [10:33:55] markl, think we can live with that, we need the TTP papers ... [10:34:08] right, there is no dispute [10:34:20] the fact it belongs to CAcert Inc is undisputed [10:34:21] so I guess if it is filed into Magistrate's Court, his defence can be that all disputes are under CCA, and ... problem solved [10:34:43] also, the act that brought about the problem happened before the rule change [10:34:46] iang, think not - because he was public officer [10:34:52] so the old rules would apply to this anyway [10:35:14] Well we could file a dispute and if RC acts to it, we get our stuff back. If not, arb should rule to go to court. [10:35:15] and if he wanted to have it removed to a community justice centre, that would be fine.. just means I can wear shorts and thongs to the hearing [10:35:20] I think I agree with that. the event in question was clearly before the rule change [10:35:21] iang, and he didn't fulfill the deadline to give back the papers [10:35:30] there is no deadline in the current law [10:35:39] OK. [10:35:58] but it belongs to CAcert Inc, and he is improperly keeping those things that do not belong to him [10:36:12] markl, somewhere in the Act I read somthing about 21 days [10:36:22] markl: there is 14 days - http://www.austlii.edu.au/au/legis/nsw/consol_act/aia2009307/s35.html [10:36:24] that's the amended law which has yet to come into effect [10:36:38] ernie: it's 14 days, but it is the new act and I haven't heard it is in effect yet [10:36:39] and, in any case, was not in effect at the time in question [10:36:43] iang, ok [10:36:45] sadly [10:37:03] but he can be reminded of it in the letter ... in the spirit of things [10:37:21] iang, I read in the old act ... [10:37:43] iang, will search after the meeting [10:37:50] the current act has no such deadline [10:37:50] So, we need a new & final registered letter. And a motion to procede to take it to magistrate's court? [10:38:24] also, we need a better understanding of what is held by him: we've identified the 1U server. Are we agreed he holds the laptop? [10:38:25] Who will write the letter, and what are the "teeth" we put in? [10:38:32] if we have consensus here, I will prepare a letter and send it to him [10:38:38] I will write and send it [10:39:09] (I agree with that.) [10:39:10] Ok, you need anything from us now, like next steps if he fails to deliver? [10:39:20] i think a new letter seems prudent as a first step. agreed [10:39:43] no, just consensus that we will take strong action if he does not do anything [10:39:44] agreed [10:39:53] ok [10:39:58] ok [10:40:00] Now, he holds a laptop ... and we just saw an AGM motion that transferred the older laptop across to Evaldo. Do we have a view on this? [10:40:34] iang, at the AGM was only handled the laptop from evaldo [10:40:34] He could buy it if he likes I would say... [10:40:35] I'd be inclined to seek its recovery at this stage.. there's a marked difference between the two matters [10:40:35] Evaldo's laptop is broken and has limited value. I'd prefer not to use this as an example [10:40:48] Right! [10:41:07] I would agree that the two cases are different. In many ways, so no precedent is set [10:41:12] I'd hate to see members keeping things because the board will later on give it away anyhow [10:41:23] agree [10:41:29] agree [10:41:39] which is to say, we deal with this question on a case by case basis? OK. [10:41:44] we seem to all agree on that :-) [10:41:48] ok.. next item... 2.11 Procedural elements - added by ian [10:42:01] and in the books we write off anyway end last year, we haven't to report at the end of year [10:42:12] b. seems open and shut, we have rule changes, and we must amend the rules and send them to fair trading.. i will take responsibility for this [10:42:28] If you are happy to do that, then open and shut. Thanks! [10:42:32] also, even if we write off its value financially, doesn't mean that we don't still own it [10:42:53] markl, right - but if we don't get, we haven't again a write off [10:42:55] Ian volunteers to be minute writer again, did I hear? [10:42:57] should we give Markl the authority to sell the laptop if he sees a reasonable deal? [10:43:26] iang: fine by me [10:43:27] if they are sellable, he can sell [10:43:35] lets see what we get first [10:43:39] and we can figure that out [10:43:48] And then tell the buyer to get it at RC's place :-) [10:44:00] i'll get whatever we can recover, inventory it and photgraph it, and report back [10:44:03] Lambert, :-) [10:44:10] OK, so moved, that Markl has the authority to sell the assets if a reasonable opportunity turns up, and report results to board afterwards. [10:44:12] Does anyone have technical details on the laptop? [10:44:21] second [10:44:37] ( I am thinking here that when you pick up the gear, Robert might want to deal. Clear the way for that...) [10:44:40] law, no - because we don't have seen the invoices [10:44:54] all we know is the price paid, and the date, I guess. [10:45:02] iang, right [10:45:03] Aye to the motion on the table. [10:45:13] aye [10:45:18] aye [10:45:23] aye [10:45:26] aye [10:45:30] aye [10:46:05] carried [10:46:20] 2.11.a ... belatedly. Minutes. [10:46:47] this is agm minutes? [10:46:51] dirk [dirk@89.244.115.51] has quit IRC: Ping timeout: 180 seconds [10:46:53] Board minutes: have been written by me for some 3 months. Secretary would generally prepare these [10:47:14] in the past, PD was not available, so I did them. Transcripts are useless IMO. [10:47:21] Ian volunteers again did I hear? :P [10:47:34] i think we should share that around at least. [10:47:38] So first step is (IMHO) to ask Secretary whether he is happy to do these :-) [10:47:44] oh, Dan volunteers! :) [10:47:48] that goes for watching members too :-) [10:48:11] I am happy to have anyone do them .... there are plenty of prototypes on the net, so the style should be clear [10:48:18] s/net/wiki/ [10:48:32] i'll do this one for the team [10:48:41] ok, thanks! [10:48:46] thanks [10:48:51] ok, cool.. lets try rotating it and see how it works out [10:48:51] mark's been given enough action items this meeting [10:49:05] Then, for the AGM, I volunteer to do that one [10:49:13] is everyone happy with the HTML style of last one? [10:49:17] Can we give people experience points as a bounty for writing minutes? [10:49:37] iang: yep - last year's was good [10:49:50] lol.... as long as it is done in a face to face meeting :) [10:49:55] c. process of meetings, etc [10:50:23] we now have a proper rule that allows us to vote outside of committee meetings [10:50:35] and we don't need to ratify them at the next committee meeting any longer [10:50:53] OK, so the question arises: do we approve the voting system for circulating of business via email, and for voting? [10:51:08] however... can I ask one thing... I find it seriously impolite to propose a resolution without first discussing the text of the resolution [10:51:20] I think it handles 23A(1) fine by sending email. [10:51:20] agree [10:51:34] markl: agree [10:51:42] however, 23(3) requires an approval. [10:51:58] yes, we need to endorse the voting system [10:52:09] agree - makes sense [10:52:19] agreed. although, part of the problem is that people will post a question to get discussed, and not receive the benefit of an answer [10:52:31] and the voting system tended to kick that into gear a little. [10:52:55] I move that we approve the use of the voting system at https://community.cacert.org/board/motions.php for the purposes of Rule 23. [10:53:04] second [10:53:07] Aye [10:53:08] aye [10:53:10] aye [10:53:12] aye [10:53:19] if no one answers, then go ahead and make a motion... but at least put it out there first [10:53:47] aye [10:53:55] aye to voting system motion [10:53:58] OK. Also, customarily, we were in the past picking 7 days for routine discussion. The option of 3 days was there for stuff that required no thought and consensus was already there. [10:54:28] let's continue that [10:54:30] aye to 'no response to discussion can result in motion' [10:54:43] ok, grand! [10:55:37] dan / all: are we happy to carry on Andreas's templates for minutes? [10:55:42] fine by me [10:56:08] fine by me [10:56:10] fine [10:56:36] ok, super. 2.11.d private list, summary of. [10:56:37] I think that's all the agenda? [10:56:41] ah, 2.11.d [10:57:03] this is here because the AGM voted for 23B being openness. Now we have a mandate (an instructions?) from the members [10:57:26] yes, we need to, from now on, publish a summary of each discussion taking place on the private list [10:57:27] I think publishing a summary of the private list would be good, like a one-subject-line per item? [10:57:46] yes [10:58:01] perhaps we could do this at every meeting? SO someone could do a copy-paste into the Preliminaries? [10:58:03] I agree that providing the topic is ok for now. [10:58:11] so we don't forget / don't let it drag on? [10:58:15] I think the rule change (I wrote it :) is very prescriptive on what we have to do, so I think it's fairly well settled how to adhere to it [10:58:19] yes, great idea Ian [10:58:21] Once it has been discussed we can publish as needed [10:59:04] so, add 1.4 to Agenda Template: publish summary of private list? [10:59:08] iang: ok [10:59:10] yep, sounds good [10:59:25] dan, could you adjust the template as you are doing the minutes? [10:59:32] yep [10:59:41] ok.. that's all right? [10:59:54] what about future committee meetings? [11:00:00] how we will handle the meetings in the future [11:00:00] timing? [11:00:04] before, it was 1st & 3rd Sunday of the month, 21:00 UTC. [11:00:17] my suggestion is once a week :-) [11:00:19] I prefer saturday - sunday is really hard [11:00:37] do we need more frequent meetings now that we can vote online? [11:00:40] I prefer the weekend (have to get up in 4.5 hours...) [11:00:59] Lambert, I prefer saturday, but not each saturday [11:01:07] I'm fine with any time / day except wednesday evenings (but I can live with that if desired...) [11:01:16] I also thing once a week is too am uch [11:01:30] Saturday is not possible for me usually [11:01:46] fridays? [11:01:48] Lambert, agree [11:01:59] iang, fridays I never know if I'm back or not [11:02:00] Friday/Saturday might happen to me that I am not available. [11:02:07] markl: is 2100UTC staturday (and sunday here) ok? [11:02:30] dan: no, that's the saturday i'm talking about [11:02:44] if it was once a month saturday, I could work around that [11:02:49] but not every week or two weeks [11:03:37] rotate? 1st Saturday, 3rd Sunday? [11:03:41] sounds like an alternateion between saturday and another time like this [11:04:00] iang, dan: I was going to propose exactly that [11:04:18] I'm selling licences to my proposal ;-) [11:04:51] haha [11:04:58] 1st sat and 3rd sun would work for me [11:05:20] ok - lets leave this for a for the lists to discuss times - i think its a bit late for our EU folks [11:05:24] what time? [11:05:28] 21:00UTC? [11:05:32] fine [11:05:34] 21:00 is fine by me. [11:05:35] ok [11:05:37] fine [11:05:44] ok [11:05:54] ok, how about we go with that, and let's see how it goes. [11:05:56] I htink it really is the only time that is consisently reasonable for everyone [11:05:57] However, if next meeting is 6 Feb, I will be missing. [11:06:21] make the first meeting 21 feb? [11:06:39] law: hmmm... maybe me too, depends on how fast the Formula 1 driver is that night :-/ [11:07:03] do we need to finalise oophanga earlier? [11:07:05] nod. [11:07:06] ok for 21st. Gives me time to do a lot of reading [11:07:15] dan: yes [11:07:21] yes, 6th is only 4 days away, let's skip it. [11:07:21] 14th then? [11:07:24] dan: no, I don't think so [11:07:36] we have agreed to send them the annual report in the meanwhile [11:07:39] Oophaga requested reply till 15th Geb [11:07:49] markl: you're right [11:08:04] i see no problems with that, prepare it for 21st [11:08:14] 21st is ok by me [11:08:20] law: we send them the first answer. They will recognize that a new board cannot deliver everything in a fewdays [11:08:21] But if we reply to them with the annual report that response will be prepared after/with the meeting of 21st they should be fine with it. [11:08:22] for me too [11:08:23] which contains a forward looking statement of roughly the sort they are looking for, and should be accompanied by an email which says we expect to provide a response after our next board meeting on 21 feb [11:08:44] sounds good [11:09:05] for me also [11:09:11] Super. Markl, I guess you can decide how many meetings into the future to call ... PD decided to stack them up for months :) [11:09:27] I will call this one, and hopefully Nick will also attend, so we can get his input too [11:09:30] Or, perhaps a super-call, listing the formula? [11:09:40] Iprefer dates :-) [11:09:41] then I will call them formula like.. [11:09:46] (btw. Saturday and Sunday was also ok for NB right?) [11:09:47] ok, cool. [11:10:05] Saturday is better for NB, Sunday not so good [11:10:12] Lambert, sunday not - maybe if it only one sunday per month [11:10:15] Nick requested to do 22 UTC instead of 21. Dunno if he has to work on the weekends [11:10:31] let's go with 21:00 this one. [11:10:45] and then we can check his level of discomfort next meeting [11:10:56] yeah [11:11:02] ok, I've called it.. mail sent to the list [11:11:12] thumbs-up. [11:11:14] yay [11:11:14] next item.. any questions from members? [11:11:40] there being no questions, I move that we adjourn the meeting [11:11:53] second [11:11:54] any members want to do minute write ups next time? [11:11:58] aye [11:12:00] seconded and Aye. [11:12:25] if this is the next meeting time - aye [11:12:29] aye [11:12:39] dan: vote is to close this meeting [11:12:45] aye to that too [11:13:03] aye [11:13:03] I declare it carried, and the meeting closed.