 . '''To Brain''' '''[[Brain#CAcert_Inc._-_CAcert.org_Members_Association| CAcert Inc. - CAcert.org Members Association]]''' - '''To Brain CAcert Inc. Committee''' '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes| Meeting Agendas & Minutes]]''' - '''[[https://svn.cacert.org/CAcert/CAcert_Inc/Board/Minutes/|last meetings]]''' - '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20090913|next meeting]]'''


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== Agenda - Committee Meeting 2009-08-15 ==

 . 1. '''Preliminaires'''

  . 1.1. Chair opens the Committee Meeting
  . 1.2. Accept the Minutes of the last Committee Meeting
  . 1.3. Ratify the Motions made since the last Committee Meeting

 . 2. '''Businesses'''

<<BR>>

== Minutes - Committee Meeting 2009-08-15 ==
<<BR>>

==== Synopsis of Meeting Contents ====

 . No synopsis done, please see '''[[Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20090815#Meeting_Transcript| Meeting Transcript]]'''
<<BR>>

==== Decisions Reached by Motion including Update since last Committee Meeting - Overview ====

 . No motion reached
<<BR>>

==== Meeting Transcript ====

 . {{{
(23:27:21) andreasbuerki: hi maurice
(23:29:30) andreasbuerki: maurice: I have just answered your mail response from tonight.
(23:30:09) andreasbuerki: so, don't worry... ;-)
(23:35:25) #board-meeting: Modus (+v andreasbuerki) von nick bebout
(23:35:32) #board-meeting: Modus (+m ) von nick bebout
(23:36:06) nick_bebout: I intend to set this channel as moderated, which I have just done, and then give the board voice.  If anyone has any questions/comments they may contact us via private message or in #cacert 
(23:37:43) andreasbuerki: ok, understood
(23:38:03) nick_bebout: unless the board would prefer it be un-moderated
(23:38:35) andreasbuerki: nope, moderated meetings are more effective
(23:38:51) andreasbuerki: but ask the others as well... ;-)
(23:40:48) philipp_dunkel [philipp@77.117.22.174.wireless.dyn.drei.com] hat den Raum betreten.
(23:41:01) nick_bebout: hello philipp
(23:41:04) #board-meeting: Modus (+v philipp_dunkel) von nick bebout
(23:41:36) philipp_dunkel: Hi there
(23:41:45) ernie [ernie@77.117.22.174.wireless.dyn.drei.com] hat den Raum betreten.
(23:41:52) nick_bebout: hi ernie 
(23:41:52) andreasbuerki: hi philipp_dunkel
(23:41:57) #board-meeting: Modus (+v ernie) von nick bebout
(23:42:01) philipp_dunkel: Hi andreas
(23:42:05) philipp_dunkel: ;)
(23:42:06) ian_grigg [ian_grigg@77.119.201.103.wireless.dyn.drei.com] hat den Raum betreten.
(23:42:10) #board-meeting: Modus (+v ian_grigg) von nick bebout
(23:42:20) ian_grigg: hi all
(23:42:25) nick_bebout: I intend to set this channel as moderated, which I have just done, and then give the board voice, unless there are any objections.  If anyone has any questions/comments they may contact us via private message or in #cacert
(23:42:25) ian_grigg: did i miss anything?
(23:42:29) nick_bebout: no
(23:42:35) nick_bebout: it doesnt start for another 18 minutes
(23:42:36) ernestine_schwob hi all
(23:43:15) nick_bebout: mark i think is planning on attending, and guillaume i have not heard from if he can make it
(23:43:42) nick_bebout: What is your opinion, is "I won't leave Paris before mid september. So, as you wish." enough to consider him to have agreed to waive the 48 hour notice?
(23:44:40) nick_bebout: ian_grigg, has said yes, my thought is i could see it, plus he has had plenty of opportunity to object since i know he has been online and responded to something else on board list
(23:44:59) DorisSteinbichler [doris@77.117.22.174.wireless.dyn.drei.com] hat den Raum betreten.
(23:45:21) nick_bebout: hello, DorisSteinbichler and maurice if you have anything to comment, you may /msg a board member or talk in #cacert
(23:48:46) ian_grigg: nick_bebout:  do you have an agenda to hand?
(23:51:31) nick_bebout: will come up with a better one
(23:51:35) nick_bebout: not besides the email thread
(23:57:22) mark_lipscombe [markl@124-170-82-62.dyn.iinet.net.au] hat den Raum betreten.
(23:57:39) nick_bebout: hi mark
(23:57:40) #board-meeting: Modus (+v mark_lipscombe) von nick bebout
(23:57:42) mark_lipscombe: hiya
(23:58:01) andreasbuerki: hi skippy ;-)
(23:58:22) philipp_dunkel: Hi Mark
(23:59:03) ernestine_schwob hi mark
(00:00:04) mark_lipscombe: I don't have access to my @cacert.org email from here, so I haven't read anything for the last 12 hours or so, in case I missed anything important
(00:00:22) nick_bebout: no, i dont think there has been anything really
(00:04:09) nick_bebout: OK, I think we can start the meeting now
(00:04:34) nick_bebout: Any observers are welcome to watch, however you will not be able to speak in this channel, feel free to message any comments to any board member or talk in #cacert
(00:05:24) nick_bebout: I'd like to start the meeting off with our resolutions that were proposed
(00:05:37) nick_bebout: http://fpaste.org/AXAt/
(00:05:49) nick_bebout: #
(00:05:50) nick_bebout: RESOLVED, that the commitee members, Nick Bebout, Mark Lipscombe, Philipp Dunkel, Ernestine Schwob, Andreas Buerki, Guillaume Romagny shall be added as authorized signers to the bank accounts of this association.
(00:05:50) nick_bebout: #
(00:05:50) nick_bebout: FURTHER RESOLVED, that any other signers on the accounts be removed.
(00:06:04) nick_bebout: this is just a formal resolution to authorize the commitee members to be added to the bank account, and remove the old signers
(00:06:09) nick_bebout: does anyone have any discussion?
(00:06:38) mark_lipscombe: yeah... the bank might have issue if we show them a resolution adding everyone as a signer, but then only have a few ppl actually on the form
(00:06:43) nick_bebout: oh
(00:06:44) ian_grigg: yes ... for my part, I'm not sure it makes sense to add all directors
(00:06:51) nick_bebout: oops i left ian off my list
(00:07:14) mark_lipscombe: I'd say we modify it to be me and Ernestine, and we can add others later if necessary
(00:07:17) nick_bebout: that was what mark had mentioned was eventually adding everyone, but i would be happy with just adding ernestine for now, if that is the consensus
(00:07:18) nick_bebout: ok
(00:07:45) nick_bebout: RESOLVED, that the commitee members, Mark Lipscombe, Ernestine Schwob shall be added as authorized signers to the bank accounts of this association.
(00:07:50) nick_bebout: FURTHER RESOLVED, that any other signers on the accounts be removed.
(00:07:52) ian_grigg: also, bear in mind ... although most of you cannot likely do the paperwork at the bank, *I* might be able to :) as i'll likely be in Australia in May 2010.  So I'd prefer a resolution closer to the date and ore explicit if that was intended, not one that was a year old and had been forgotten
(00:07:58) andreasbuerki: snewyp: fine for me
(00:08:04) nick_bebout: I move that the resolution be adopted.
(00:08:05) mark_lipscombe: ian_grigg: yeah
(00:08:15) philipp_dunkel: Fine by me
(00:08:23) mark_lipscombe: seconded and aye
(00:08:30) ian_grigg: agreed, Aye.
(00:08:32) nick_bebout: Aye
(00:08:35) andreasbuerki: agree
(00:08:39) philipp_dunkel: Aye
(00:08:40) ernestine_schwob agree
(00:08:41) andreasbuerki: aye
(00:08:52) ***nick_bebout believe that is everyone
(00:09:00) ian_grigg: ok, point of business:  can we call this motion m20090815.1 ?
(00:09:10) nick_bebout: I declare the motion has passed 6-0-0
(00:09:25) ian_grigg: and, are we going to duplicate this into the voting system, or carry it only in this meeting?  techie question, I know :)
(00:09:25) philipp_dunkel: I will enter into the online system and then do the proxy votes for you.
(00:09:31) nick_bebout: philipp_dunkel, ok
(00:09:34) philipp_dunkel: That way it is recorded
(00:09:38) ***nick_bebout will send out minutes of the meeting too and post on SVN
(00:09:43) ian_grigg: thanks, agreed.
(00:10:00) mark_lipscombe: that works
(00:10:09) philipp_dunkel: Can we also vote to remove all current signers?
(00:10:16) nick_bebout: philipp_dunkel, it was part of the resolution
(00:10:25) nick_bebout: we already did
(00:10:30) philipp_dunkel: OK, but the voted text was: RESOLVED, that the commitee members, Mark Lipscombe, Ernestine Schwob shall be added as authorized signers to the bank accounts of this association.
(00:10:40) mark_lipscombe: right now, Robert Cruikshank and Greg Rose are the signers, btw
(00:10:41) nick_bebout: <nick bebout> RESOLVED, that the commitee members, Mark Lipscombe, Ernestine Schwob shall be added as authorized signers to the bank accounts of this association.
(00:10:41) nick_bebout: <nick bebout> FURTHER RESOLVED, that any other signers on the accounts be removed.
(00:11:01) ***nick_bebout considers that one resolution, with two resolved clauses, but we can vote separately if you would like
(00:11:01) philipp_dunkel: Thanks. Fine by me
(00:11:23) ian_grigg: as long as it is recorded that way on the voting system, it's fine by me with 2 clauses
(00:11:23) nick_bebout: next order of business is 
(00:11:25) nick_bebout: RESOLVED, that any banking institutions be directed that there shall be two signatures required on all checks, drafts, and other instruments drawn on the account of this association.
(00:11:48) nick_bebout: this is to correct where it had gotten changed to only require one signer which is in violation of our rules
(00:12:15) ian_grigg: this I find problematic .. i'd personally feel concerned that we do this after we confirm that the bank can handle this ... and after we have got Ernestine added in.
(00:12:31) mark_lipscombe: the bank can handle this, and is legally obligated to do so already
(00:12:51) mark_lipscombe: the bank is aware our rules require two signers, and is prepared to enforce that if I take a copy of the rules to them
(00:13:15) ian_grigg: ok ... 3rd point, are we all convinced we really want 2 signers?
(00:13:32) nick_bebout: ian_grigg, well, changing it would require a general meeting to adopt a special resolution to amend the rules
(00:13:34) ian_grigg: as opposed to 1 signer and 2 authorisations?
(00:13:38) andreasbuerki: 2 or one more for backup
(00:13:42) ian_grigg: nick_bebout: yes understood
(00:13:51) mark_lipscombe: 2 signers is the rules
(00:13:58) andreasbuerki: ok...
(00:14:13) mark_lipscombe: if we have a (relatively painless) way to get more ppl on the account, which it seems we might do, then I think it's ok
(00:14:15) nick_bebout: ian_grigg, which personally i would still be in favor of, but for now, i think we have to follow the rules of the association
(00:14:29) ian_grigg: there is what we have to do, agreed.  Then there is what we WANT to do ... so in the future, we should be aiming for what we WANT to od
(00:14:31) andreasbuerki: mark_lipscombe: fine by me
(00:14:31) philipp_dunkel: I would want 2 signers to establish the same 4 eyes principle as with all other actions
(00:14:43) nick_bebout: philipp_dunkel, mark_lipscombe yeah, i would tend to agree
(00:14:45) mark_lipscombe: westpac's web interface for dual signing is actually pretty neat, and not at all painful.. so I'd say we try it, and propose a special res at the SGM if it turns to be a problem
(00:14:51) andreasbuerki: philipp_dunkel: agree
(00:15:02) mark_lipscombe: having said that, if we have to write any paper instruments, it will be a pain
(00:15:18) sourcerer [philipp@212-183-82-3.adsl.highway.telekom.at] hat den Raum betreten.
(00:15:29) philipp_dunkel: Yes and the likelyhood of having to do that with any frequency is pretty low
(00:15:32) mark_lipscombe: and we'll just work around that, by transfering using two signers out of cacert's legal responsibility, and then having someone else (like me) write a check or pay by credit card
(00:15:34) nick_bebout: mark_lipscombe, would they accept if i get a copy of my passport notarized and then get the notary authenticated by the state, and then get that authenticated by the us govt, etc (the old "legalization" process)
(00:15:44) mark_lipscombe: nick_bebout: no
(00:15:46) nick_bebout: mark_lipscombe, oh
(00:15:54) mark_lipscombe: nick_bebout: you have to have it authenticated.. which is an all together different thing
(00:16:05) mark_lipscombe: it has to be done at an Australian consulate or embassy
(00:16:06) nick_bebout: oh ok
(00:16:28) ian_grigg: i see 2 here who definately want two signers in the long run
(00:16:46) philipp_dunkel: Any case, I think this is a non urgent issue, that we don't have to deal with now. I would suggest we see how this works and then see.
(00:16:50) mark_lipscombe: I don't think two signers is practical, truth be told.. and the 4 eyes comes from authorizing the payments, not from making them
(00:16:59) mark_lipscombe: but I don't think it's urgent at this stage
(00:17:28) andreasbuerki: mark_lipscombe: agree, it might be done at later stage
(00:17:30) nick_bebout: so do we want to move to adopt the resolution, or just drop it?
(00:17:41) nick_bebout: since it is already a requirement anyway, i don't know if it is necessary
(00:17:41) mark_lipscombe: but.. having said that.. it may become urgent again... we are relying on the branch manager at a local bank's discretion, if she subsequently says "no, I can't accept that", we are in the same position
(00:17:47) philipp_dunkel: Just drop it for now
(00:17:57) nick_bebout: ok
(00:17:57) mark_lipscombe: I'd prefer if we pass it
(00:18:06) nick_bebout: mark_lipscombe, is that a motion to adopt the resolution?
(00:18:17) mark_lipscombe: so that the bank is under no illusion that we want two signers in accordance with the rules
(00:18:19) mark_lipscombe: yes
(00:18:28) nick_bebout: I second.
(00:18:34) mark_lipscombe: aye
(00:18:36) nick_bebout: Aye
(00:18:39) andreasbuerki: aye
(00:19:14) ian_grigg: aye
(00:19:22) philipp_dunkel: I'm OK with one signer if we at the same time mandate board approval for every transaction. i.e.: 4 eyes and not dual control. (At least in the long run)
(00:19:25) ernestine_schwob aye
(00:19:40) jmoore3rd [jmoore3rd@adsl-176-68-119.asm.bellsouth.net] hat den Raum betreten.
(00:19:45) ian_grigg: (on the other question of what we WANT:  I am also concerned that 2 signers is not practical and we should move to change that in the longer term... but that's not today's business.)
(00:19:48) philipp_dunkel: But the point is I think we should not bring this up at an SGM now or the AGM, but rather leave it for the future
(00:20:05) mark_lipscombe: ian_grigg: agreed
(00:20:17) nick_bebout: ian_grigg, yeah, that is something to discuss in the future
(00:20:25) ernestine_schwob ian_grigg, agree
(00:20:26) nick_bebout: philipp_dunkel, your vote on the pending resolution please?
(00:20:29) ian_grigg: philipp_dunkel:  not bring what up at an sgm
(00:20:33) ian_grigg: ?
(00:20:51) philipp_dunkel: I mean leave it as a part of any restructuring we have to do to be in compliance with AU laws in the future
(00:20:54) andreasbuerki: please no sgm, if not really neded... ;-)
(00:21:03) philipp_dunkel: What is the resolution text here
(00:21:04) nick_bebout: ian_grigg, i believe he is saying that he does not believe we should call a sgm to deal with this issue right now because we have a way to get it done 
(00:21:14) nick_bebout: RESOLVED, that any banking institutions be directed that there shall be two signatures required on all checks, drafts, and other instruments drawn on the account of this association.
(00:21:19) ian_grigg: OK, so I move that we let the minutes show that there is concern over whether 2 signatories will be practical, but we'll try it anyway
(00:21:42) nick_bebout: ian_grigg, noted
(00:21:43) philipp_dunkel: aye
(00:21:47) mark_lipscombe: just keep in mind that we have a likely way to get it done.. there may still be problems that mean that we end up having to do an SGM to modify the rules... but at this stage it looks like we have a way forward without that
(00:21:51) ian_grigg: which will clear the way for a change in the future if we hit roadblocks
(00:21:58) nick_bebout: I declare the motion carried by a vote of 6-0-0
(00:22:33) mark_lipscombe: I have some business I'd like for us to consider... validating the way that we vote online at the moment
(00:23:01) mark_lipscombe: right now, our internet-based voting is almost certainly not valid outside the context of a meeting
(00:23:09) ian_grigg: hmmm... is this a point of order for now?  Or other business for later?
(00:23:15) MFZ [mfz@86.46.124.2] hat den Raum betreten.
(00:23:25) mark_lipscombe: i dunno.. this meeting doesn't need to be super formal, I don't think
(00:24:09) philipp_dunkel: Agreed
(00:24:11) ian_grigg: personally i'd prefer to stick to agenda ... and add it at end?  but what do others think?
(00:24:24) andreasbuerki: at the end make sense
(00:24:37) mark_lipscombe: there's an agenda? :)  I haven't read my email for a while
(00:25:04) ian_grigg: cough!
(00:25:07) nick_bebout: all we have is the ideas we sent around
(00:25:10) ian_grigg: here it is:
(00:25:23) ian_grigg: + Discuss banking matters, resolution to add treasurer (and other board members), resolution to tell bank to require 2 sigs, resolution to remove old signers.
(00:25:23) ian_grigg: + Discuss DPA possibly
(00:25:23) ian_grigg: + Discuss if we would like to replace Rob as public officer with Mark and possibly consider a resolution to do so
(00:25:23) ian_grigg: + hosting proposal
(00:25:23) ian_grigg: + communications practices (?)
(00:25:25) ian_grigg: + comma update (?)
(00:25:25) ian_grigg: + regular business:
(00:25:25) ian_grigg:     - accept minutes for SGM, for presentation at next AGM. https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/SGM-20090725/Minutes-20090725-SGM.html
(00:25:28) ian_grigg:     - next meeting, regular meetings
(00:25:28) ian_grigg: + other business:
(00:25:30) ian_grigg:     - legality of internet voting
(00:25:56) mark_lipscombe: ok, I'm not fussed about the order we do it in.. whatever way you want
(00:26:17) nick bebout!nb@beta.bebout.net: nick bebout hat das Thema zu This channel is moderated so only board members may speak, if you have comments or questions please /msg a board member or ask in #cacert abgeändert
(00:26:18) ian_grigg: (noted that it wasn't posted at the beginning ... so we are informal to some extent :) )
(00:26:33) nick_bebout: do we have anything to discuss about DPA?
(00:26:55) ian_grigg: i'd ask Mark to present a summary, or I can try as well
(00:27:32) mark_lipscombe: sure.. I'm doing it without the benefit of notes, because I'm out and about, but I'll give it a try
(00:27:42) mark_lipscombe: jump in if I miss something, Ian, please
(00:28:44) mark_lipscombe: there is a gaping wide exception in the dutch DPA, that allows for processing data without notification to the data protection authority, for several types of "common" data processing
(00:29:10) mark_lipscombe: the one that quite clearly applies to us is the exception that applies to processing customer data to provide a product or service
(00:30:30) mark_lipscombe: but, to not have to notify the DPA, we have to be an "establishment" within the European Union
(00:30:40) mark_lipscombe: well, to process the data at all, actually
(00:31:58) mark_lipscombe: we are waiting, I believe, to speak to the laywer that was advising the previous board
(00:32:21) andreasbuerki: mark_lipscombe: what is meant by "establishment"?
(00:32:37) mark_lipscombe: he's on vacation, and is due back soon... he was asked to provide written advice to the board, but also seems to have been quite poorly instructed
(00:32:40) philipp_dunkel: Yes, clear it there and we will discuss it when we have better information. 
(00:32:51) mark_lipscombe: so I have asked them to *not* provide any written advice at this stage
(00:33:09) mark_lipscombe: because it may prejudice our position
(00:33:14) philipp_dunkel: Right, badly instructed advice is worse than worthless
(00:33:55) mark_lipscombe: philipp_dunkel: it's not that.. it's a case of written advice that isn't the advice you want is prejudicial
(00:34:06) mark_lipscombe: it could be used against us at a later time
(00:34:24) philipp_dunkel: i.e.: worse than worthless ;)
(00:34:28) andreasbuerki: mark_lipscombe: agree
(00:34:42) philipp_dunkel: Any case, youe talk to him and we will take it from there
(00:34:49) ian_grigg: so long and short of it is:  our view on looking at the documentation is a different one to the prior team.  So first we need to talk to the prior team and get a better understanding.  Next, we need to consider the documents found more closely and come up with a judgement.
(00:34:49) mark_lipscombe: andreas: establishment is vague, but basically means any kind of presence in the EU
(00:35:14) nick_bebout: although written advice would probably fall under attorney-client privilege (if such thing exists under dutch and austrailian law)
(00:35:23) andreasbuerki: mark_lipscombe: e.g. a subsidiary...
(00:35:28) mark_lipscombe: nick_bebout: you'd hope so, but this is the EU after all
(00:35:34) nick_bebout: mark_lipscombe, i agree
(00:35:54) ian_grigg: i also agree that the old team was likely badly instructed.  I suspect they were given the solution, and asked to advise it as advisable.
(00:35:56) philipp_dunkel: @nb: It does, but you can't lie if asked "Did you get advice that said you should do XYZ"
(00:36:07) mark_lipscombe: there are some possible options on the table to get ourselves "connected" to the EU
(00:36:38) ian_grigg: but, in essence, we shouldn't discuss it right now until the full research is done
(00:36:55) philipp_dunkel: Right, but first we need to have a serious talk with the Old Team and find out the info. Before doing that anything we do will be questionable
(00:36:59) mark_lipscombe: one is to establish something like a UK place of business or branch, which is reasonably light weight, and would remove us *entirely* from the Dutch DPA, making it not even a consideration
(00:37:09) ian_grigg: mark_lipscombe:  is it still on your task list to call AE and BJK ?
(00:37:18) mark_lipscombe: but subjecting ourselves to any further EU presence is something we should think long and hard about
(00:37:19) mark_lipscombe: ian_grigg: yes
(00:37:49) andreasbuerki: so.let's wait for the report...
(00:38:02) nick_bebout: ok
(00:38:05) philipp_dunkel: @mark_lipscombe: You are right there. But right now there is nothing further we can do. We should take this as a report on the progress and move on
(00:38:09) mark_lipscombe: well, it's probably a touch more complicated than that
(00:38:29) mark_lipscombe: because the lawyers and previous team's advice appears to be to appoint oophaga and register with the DPA in NL
(00:38:51) mark_lipscombe: they are not, and probably cannot, advise us on "taking our business elsewhere" by accepting the jurisdiction of another EU state
(00:39:00) andreasbuerki: we should be independent from any organization
(00:39:13) philipp_dunkel: Well, there was never any authority granted to appoint anyone. So let us do the research and then decide.
(00:39:20) ian_grigg: ok, at this stage...
(00:39:21) mark_lipscombe: because it removes us from the Dutch DPA entirely, because we would be bound by *that* member state's DPA
(00:39:34) ian_grigg: can we move that we heard the report, and we will await the next report?
(00:39:46) philipp_dunkel: The only thing the previous team had authority to do was investigate. It did a bit, but quite insufficiently to draw ANY conclusions what so ever
(00:39:48) mark_lipscombe: and I don't think that advice from this lawyer will further illuminate the issue, to be honest
(00:39:58) philipp_dunkel: So let's just take this as a report and move on. 
(00:40:26) andreasbuerki: philipp_dunkel: agree
(00:40:52) philipp_dunkel: You may well be right. But then we need to find someone who can, rather than making the same mistake (asking advice and givving the answer before asking) again
(00:41:14) mark_lipscombe: philipp_dunkel: we're doing that?
(00:41:46) philipp_dunkel: Well we are discussing options, we know way too little about.
(00:41:59) ***philipp_dunkel is saying that ian_grigg has been disconnected
(00:42:09) philipp_dunkel: So please hold while he is getting back
(00:42:12) ian_grigg [ian_grigg@77.119.220.221.wireless.dyn.drei.com] hat den Raum betreten.
(00:42:13) andreasbuerki: do we have independent relations to lawyers or universities in relevant countries?
(00:42:18) mark_lipscombe: we are discussing the one option that we *do* know something about
(00:42:39) mark_lipscombe: which is removing ourselves from the dutch law by subjecting ourselves to another DPA elsewhere in the EU
(00:43:13) #board-meeting: Modus (+v ian_grigg) von nick bebout
(00:43:14) philipp_dunkel: @NB can you voice Ian?
(00:43:29) ian_grigg hat den Raum verlassen (quit: Ping timeout: 180 seconds).
(00:43:58) philipp_dunkel: OK, Ian is back. Let's move to the next issue on the Agenda
(00:44:41) nick_bebout: the next issue is does the board wish to replace our current public officer, Robert Cruikshank, with Mark Lipscombe
(00:44:58) nick_bebout: mark had mentioned this would help in dealing with the bank i believe
(00:45:21) ian_grigg: i think I'm back
(00:45:25) philipp_dunkel: I think this would be a good thing.
(00:45:26) nick_bebout: and then he would be able to obtain all our documents too
(00:45:26) andreasbuerki: would make sense, as Robert is not any more on the board
(00:45:26) nick_bebout: RESOLVED, that Robert Cruikshank be removed as public officer
(00:45:26) nick_bebout: FURTHER RESOLVED, that Mark Lipscombe be appointed as public officer of this association
(00:45:53) ian_grigg: has there been any communication from Robert since SGM?
(00:45:58) ernestine_schwob and I hear nothing till now from him
(00:46:08) ian_grigg: ernestine_schwob thanks
(00:46:30) ernestine_schwob ian_grigg, no till today not 
(00:46:37) ian_grigg: nick_bebout: what documents do you have in mind?
(00:46:44) nick_bebout: ian_grigg, not sure, that was what i heard from mark
(00:47:02) mark_lipscombe: all the documents the public officer has to keep at his home address
(00:47:12) philipp_dunkel: Well the Inc. Documents have to be with the PO and the PO has the legal right to them
(00:47:33) nick_bebout: Do I hear a motion to adopt the proposed resolution?
(00:47:38) philipp_dunkel: Yes
(00:48:20) ian_grigg: can I ask that we discuss this more?
(00:48:24) nick_bebout: ian_grigg, sure
(00:48:28) philipp_dunkel: Sure
(00:48:30) ian_grigg: I want to establish that there is good reason to do this
(00:48:41) andreasbuerki: Fine by me...
(00:49:07) ian_grigg: My understanding was that public officer does not have to do much, just receive stuff by mail. and be the interface.  it's not much work, and if Robert is happy to do it, then why not?
(00:49:26) ian_grigg: certainly, I understand that the treasurer role is a lot of work, and that has to be handed over.
(00:49:30) ernestine_schwob the legal papers regarding the inc must be in australia with the ppo
(00:50:11) mark_lipscombe: the public officer has some authority to deal with the bank too, in light of uncontactable current signers on the account
(00:50:20) mark_lipscombe: (being robert and greg rose)
(00:51:07) ian_grigg: do the directors need to be filed at the Office of Fair Trading?
(00:51:11) mark_lipscombe: I'm just as happy (actually, more happy) to *not* be the public officer, but it does seem expedient considering we haven't heard from Robert for some time
(00:51:13) mark_lipscombe: no
(00:51:16) mark_lipscombe: just the public officer
(00:52:25) mark_lipscombe: the public officer is also the person required to maintain the register of members
(00:52:35) andreasbuerki: aha...
(00:52:42) ian_grigg: "some authority" to deal with the bank account ... is that sort of defacto or in reality?
(00:52:53) mark_lipscombe: and all "records, books and other documents relating to the association"
(00:52:56) ian_grigg: register:  i thought that was secretary?
(00:53:18) mark_lipscombe: ian_grigg: entirely de facto... we're relying on this bank officer's good graces to get this done
(00:53:43) mark_lipscombe: register is maintained by the public officer.. rule 8(1)
(00:53:53) andreasbuerki: mark_lipscombe: so, we shouldn't risk his goodwill
(00:54:13) ian_grigg: ok, well, i'm playing the devil's advocate here ... 
(00:54:25) andreasbuerki: ;-)@ian_grigg
(00:54:42) ian_grigg: :-)  so it seems that there are substantial documents that have to be maintained, and we're not in contact with him
(00:55:01) ian_grigg: also, the bank account control, even defacto, is a concern.
(00:55:03) ernestine_schwob mark_lipscombe: did yu try to call robert?
(00:55:10) philipp_dunkel: Do we know if he has taken note that there are currently 2 new members being admitted?
(00:55:14) mark_lipscombe: it would also probably be expedient to have all these documents under the control of a current committee member, too
(00:55:16) andreasbuerki: ian_grigg: until when should we wait?
(00:55:29) ian_grigg: does anyone know of when he was supposed to be back from vacations and available?
(00:55:42) mark_lipscombe: ernestine_schwob I have not, I wasn't aware he is back in Australia yet?
(00:55:56) ernestine_schwob mark_lipscombe: ok
(00:56:04) philipp_dunkel: The fact that we have to ask these questions is an indication to me.
(00:56:06) mark_lipscombe: I don't have a phone number for him, either
(00:56:16) mark_lipscombe: only email and home address
(00:56:25) nick_bebout: mark_lipscombe, fyi, i don't think you've sent your info in yet have you?
(00:56:29) ***nick_bebout just thought of that
(00:56:34) andreasbuerki: and he is not in the phone book...?
(00:56:36) mark_lipscombe: nick_bebout: I'll email it later
(00:56:38) nick_bebout: you can either send to cacert-board-private or cacert-key-persons
(00:56:45) philipp_dunkel: I think I have a phone number
(00:56:45) nick_bebout: i haven't announced nor subscribed people to key-persons yet
(00:57:46) ian_grigg: ( nick:  add to other business in agenda )
(00:58:01) nick_bebout: add what to it?
(00:58:09) nick_bebout: FYI I have to leave in 30 minutes
(00:58:13) ian_grigg: cacert-key-persons
(00:58:18) nick_bebout: ian_grigg, oh ok
(00:58:40) andreasbuerki: saturday night fever... ;-)
(00:58:41) philipp_dunkel: M +61 402 000 529
(00:58:41) philipp_dunkel: H +61 2 8004 2649
(00:59:01) nick_bebout: andreasbuerki, i was supposed to work early today but i had a church event so i ended up working late today
(00:59:15) andreasbuerki: nb: just joking
(00:59:19) ian_grigg: ok, can we have someone neutral call him and then we'll get back to this question?
(00:59:39) mark_lipscombe: do we gain anything by having him the public officer, or lose anything by him not being?
(01:00:07) ian_grigg: mark_lipscombe:  it is you that carries that cost if we decide for replacing him ... so if you don't mind, I'm all for it :)
(01:00:12) philipp_dunkel: I think we would gain confidence and loose little or nothing
(01:00:13) ernestine_schwob mark_lipscombe: best will be, robert will pack all papers in a box and send them to you - you figure out what must stay in AUS and send the rest to me
(01:00:14) mark_lipscombe: we've spent longer on this than on who's signing the bank account, and the DPA combined now :)
(01:00:31) andreasbuerki: we lose nothing
(01:00:40) nick_bebout: I hereby step down from the chair and appoint our vice-president, Mark Lipscombe to act as chair.
(01:00:40) philipp_dunkel: :D
(01:00:48) #board-meeting: Modus (-o+o nick bebout mark_lipscombe) von nick bebout
(01:01:01) mark_lipscombe: ian_grigg: I'm happy to do it in the interest of having one less roadblock in the way of getting things done.. it's only short term anyway, because we need to do something soon about the Inc.
(01:01:13) #board-meeting: Modus (+v nick bebout) von mark_lipscombe
(01:01:21) ian_grigg: alright ... perhaps we should put it to the vote then?
(01:01:21) nick_bebout: thanks
(01:01:28) ***nick_bebout must get ready for work, but will still be around for about 30 mins
(01:01:36) andreasbuerki: mark_lipscombe: agree
(01:01:45) nick_bebout: I second the motion
(01:02:00) mark_lipscombe: we'll need to also approve expenditure to notify the Office of Fair Trading.. I'm happy to pay the fee on the basis of being reimbursed later
(01:02:13) nick_bebout: move to approve expense
(01:02:24) nick_bebout: although i suppose we need to vote on the public officer resolution first
(01:02:25) ian_grigg: second to approve expense (how much?)
(01:03:05) mark_lipscombe: whatever the fee is.. I'll look it up
(01:03:14) philipp_dunkel: I'll add it to the motion as FURTHER resolve to reimburse Mark Lipscombe for the expense involved in notifying the office of fair trading.
(01:03:24) nick_bebout: ok
(01:03:25) ian_grigg: so, i propose that we adopt: 
(01:03:26) ian_grigg: RESOLVED, that Robert Cruikshank be removed as public officer
(01:03:26) ian_grigg: FURTHER RESOLVED, that Mark Lipscombe be appointed as public officer of this association
(01:03:27) andreasbuerki: we have to do it... at what ever expenses
(01:03:30) ***nick_bebout second
(01:03:34) nick_bebout: Aye
(01:03:36) andreasbuerki: Aye
(01:03:41) philipp_dunkel: AYE
(01:03:42) ernestine_schwob aye
(01:03:53) ian_grigg: FURTHER RESOLVED, to reimburse Mark Lipscombe for the expense involved in notifying the office of fair trading.
(01:03:55) ian_grigg: aye
(01:03:58) andreasbuerki: Aye
(01:04:14) mark_lipscombe: ah, there is no fee for that document lodgement
(01:04:22) mark_lipscombe: i'll chip in the $0.50 for the stamp ;)
(01:04:23) andreasbuerki: lool
(01:04:48) philipp_dunkel: I ain't changing the motion again ;)
(01:04:54) mark_lipscombe: just withdraw the expenses one
(01:04:55) philipp_dunkel: You'll get thos 0.50 
(01:05:05) mark_lipscombe: aye to the first one
(01:05:21) ian_grigg: yeah ... next item:  hosting proposal.  I can present a summary, if desired
(01:05:54) mark_lipscombe: we should also consider what to do with the post office box too
(01:06:11) mark_lipscombe: but I'll speak to Robert about that first
(01:06:23) andreasbuerki: snwepy: do so
(01:06:25) mark_lipscombe: it's presumably non-urgent, and can be resolved in the next couple of weeks
(01:06:43) mark_lipscombe: but I expect the easiest way is to pay for mail forwarding, rather than change the address
(01:07:18) philipp_dunkel: Or check if he is using it otherwise or just for CAcert
(01:07:23) philipp_dunkel: Let's move on now
(01:07:30) andreasbuerki: next
(01:07:42) philipp_dunkel: We'll deal with that if you can't solve it with Robert
(01:08:06) philipp_dunkel: Please present a summary Ian of the hosting proposal
(01:08:17) mark_lipscombe: I'll just propose a motion to authorise spending the money for a postal redirection once I find out the particulars from Robert.. no further action needed until then
(01:08:19) mark_lipscombe: yes, please Ian
(01:08:28) ian_grigg: In order to understand the Idologic deal, we discussed values for the various marketing weapons we have available at CAcert.  These are located in detail here: http://wiki.cacert.org/wiki/comma/SponsorshipOffering
(01:08:28) ian_grigg: The proposal to Idologic looks like it could be done in 4 parts:
(01:08:28) ian_grigg: + logo on front page - 660 euros
(01:08:28) ian_grigg: + combined Press Release - 2000
(01:08:28) ian_grigg: + association/reference in events - 1000 ATEs + 400 CeBIT
(01:08:28) ian_grigg: Now, their proposal consists of one or two machines, each worth (their estimate) $1200 US for server + $100 / monthly donation to cover bandwidth
(01:08:28) ian_grigg: So on this basis, I would say that the two offerings could be considered balanced, and we could even split it into two phases, as suggested by them, so they deliver one machine then another later on if we are all happy.
(01:08:30) ian_grigg: End of report!  
(01:08:30) ian_grigg: Questions?  Or can we ask for consensus to proceed on this basis, prepare a letter for negotiation, and place this before the board?
(01:10:56) philipp_dunkel: I think we should accept it. I have no questions.
(01:10:58) mark_lipscombe: I noticed the proposal originally had that we would acknowledge them as our "preferred" hosting provider
(01:11:06) mark_lipscombe: has that since been dropped as a requirement?
(01:11:29) andreasbuerki: prefered worldwide or just in the us?
(01:11:57) mark_lipscombe: would prefer neither, if it's not a deal breaker :)
(01:11:59) ian_grigg: "preferred hosting provider" has been mentioned in emails.  My view (only) is that is not going to work because of the BIT relationship.  So we simply don't offer it, we don't write it in to the letter.
(01:12:13) mark_lipscombe: ian_grigg: that works for me
(01:12:14) andreasbuerki: mark_lipscombe: agree... ;-)
(01:12:15) philipp_dunkel: I personally think that this will be negotiated away. 
(01:12:44) ian_grigg: i don't think they can ask us to provide it because they are offering 2 machines versus oophaga's 6-8 machines, etc etc
(01:13:05) andreasbuerki: ian_grigg: would be unbalanced
(01:13:14) philipp_dunkel: We are not agreeing to a contract yet. We are deciding to open negotiations. Right?
(01:13:37) nick_bebout: mark_lipscombe, do i understand that there is no provision for a proxy for board meetings?
(01:13:40) andreasbuerki: philipp_dunkel:right
(01:13:44) mark_lipscombe: is starting with a single machine, assuming we're going to be putting production stuff on it, going to be reasonable?
(01:13:49) ian_grigg: philipp_dunkel:  right.  we've done the basic work.  We now have enough facts.  We can now write out a proposal, and present it to the board for agreement.
(01:13:58) mark_lipscombe: nick_bebout: there's nothing in the rules one way or the other, so I would assume you can appoint a proxy
(01:14:13) ***nick_bebout asks if anyone has an objection to me appointing a proxy?
(01:14:27) andreasbuerki: ian_grigg: keep in mind, we are strill waiting more logs from our sysadmins
(01:15:04) ian_grigg: no objection for Nick to appoint a proxy ... but why bother?  just vote tomorrow on system
(01:15:17) nick_bebout: mark_lipscombe, I appoint you as my proxy for the remainder of this meeting.  I instruct you to vote yes to forming the subcommittee comprised of all the members of the commitee for electronic voting and yes to delegating the authority of the committee to that subcommittee
(01:15:20) philipp_dunkel: Exactly.
(01:15:29) nick_bebout: ian_grigg, because the motions are finalized at the meeting since they are motions of the meeting
(01:15:42) nick_bebout: ian_grigg, unless i misinterpret the rules
(01:15:49) ian_grigg: andreasbuerki:  i am a bit relaxed myself on that question because I think the one system is actually only capable of taking part of the load.  And we won't know how much until we try it.
(01:16:00) nick_bebout: mark_lipscombe, in all other matters you may vote as you deem in the best interests of the association
(01:16:23) mark_lipscombe: yeah, we have a predicament with the voting, that we can resolve at this meeting.. that's the matter I added to the "agenda"
(01:16:28) mark_lipscombe: nick_bebout: understood
(01:16:30) philipp_dunkel: OK. Do we need more discussion on the hosting deal?
(01:16:49) andreasbuerki: philipp_dunkel: not really
(01:16:59) mark_lipscombe: did the sysadm group reach a conclusion on the technical parameters?
(01:17:09) ian_grigg: hosting:  we'll knock something up and present it to the board for more discussion.
(01:17:16) andreasbuerki: not to my knowledge
(01:17:21) ian_grigg: so there will be another chance before we go back to idologic
(01:17:38) philipp_dunkel: Ok, then we don't need a decision now?
(01:18:03) mark_lipscombe: philipp_dunkel: no, presumably Ian is just keeping us informed and giving us a chance to put up any objections we have before it goes any further
(01:18:06) andreasbuerki: to early to come up with a seriuos offer from our side
(01:18:09) ian_grigg: mark_lipscombe:  conclusion is a bit strong.  they reached a view based on some paramaters, but it was more a bunch of measures as to what was required.  And what was required was more than the machine on offer.
(01:18:33) ian_grigg: mark_lipscombe:  yes
(01:18:34) nick_bebout: when I get home i'll look at my log and compile minutes
(01:18:39) nick_bebout: mark_lipscombe, do they have to be signed by both chairs or just one?
(01:18:46) andreasbuerki: cya nb :-)
(01:18:47) philipp_dunkel: But that only means that we have to look for other "preferred" ;) hosters
(01:18:49) mark_lipscombe: ok, well that's definitely something worth considering... if it doesn't meet the sysadm group's requirements
(01:18:52) philipp_dunkel: CYA
(01:18:58) mark_lipscombe: nick bebout we can figure that out after
(01:19:02) nick_bebout: mark_lipscombe, yeah
(01:19:07) ian_grigg: nick_bebout:  minutes are presented to the next meeting for adoption, i don't think signing is an issue
(01:19:14) mark_lipscombe: yeah, I think Ian is right
(01:19:28) nick_bebout: ian_grigg, yeah i knew that, but i thought there was a provision saying they must be signed by the chair of the meeting
(01:19:32) nick_bebout: but anyway we can figure that out later
(01:19:33) andreasbuerki: ian_grigg: agree...
(01:19:36) ian_grigg: philipp_dunkel:  yes I suspect we need around 3 hosters
(01:19:42) philipp_dunkel: I think we should just publish the Chat log. The decisions are published anyhow.
(01:20:07) ian_grigg: ok, so this agenda point on hosting is closed?
(01:20:17) philipp_dunkel: between those two things we have the most excellent of minutes ;)
(01:20:27) mark_lipscombe: yes, lets move on
(01:20:30) philipp_dunkel: @ian_grigg I think so. What's next
(01:20:39) andreasbuerki: yep... let's go
(01:20:45) ian_grigg: agenda summary:
(01:20:47) ian_grigg: + communications practices (?)
(01:20:48) ian_grigg: + comma update (?)
(01:20:48) ian_grigg: + regular business:
(01:20:48) ian_grigg:     - accept minutes for SGM, for presentation at next AGM. https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/SGM-20090725/Minutes-20090725-SGM.html
(01:20:48) ian_grigg:     - next meeting, regular meetings
(01:20:48) ian_grigg: + other business:
(01:20:48) ian_grigg:     - legality of internet voting
(01:20:50) ian_grigg:     - cacert-key-persons
(01:21:14) mark_lipscombe: whoever put the next two agenda items on.. want to speak to them?
(01:21:17) philipp_dunkel: Ok: comm practices
(01:21:25) ian_grigg: communications practices I do want to discuss because they have just come up again
(01:21:29) ian_grigg: and they keep coming up.
(01:21:31) andreasbuerki: I would prefer, to keep communication as open as possible
(01:21:34) philipp_dunkel: The last board has instituted some really silly rules (my view) on comm
(01:21:46) philipp_dunkel: I think we should overturn that decision
(01:21:58) ian_grigg: it seems that in the past, comms was kept tightly controlled for technical motives .. but this practice hurt the business
(01:22:06) ian_grigg: not just once, but over and over and over
(01:22:07) philipp_dunkel: To open up. I would just make 1 simple rule.
(01:22:35) philipp_dunkel: Leave it to the community to communicate in CAcerts best interest and go to Arbitration if someone is damaging
(01:22:37) andreasbuerki: ian_grigg: and  is not motivating for the community to paricipate
(01:22:46) ian_grigg: so I posted a sort of draft comms practices a couple of days ago that said something like "use common sense, roles get access, others can ask for it."
(01:22:51) philipp_dunkel: This way the rules on communications can grow with time
(01:22:59) ian_grigg: "no approval required, but disputes can go up to team leader / board."
(01:23:23) andreasbuerki: ian_grigg: sounds promising...
(01:23:27) mark_lipscombe: what does the "communications policy" encompass? the blog... what else?
(01:23:31) philipp_dunkel: @ian_grigg I agree with that concept
(01:23:43) mark_lipscombe: cacert.org email addresses?
(01:23:49) philipp_dunkel: everythin: email, irc, blog, etc...
(01:23:58) ian_grigg: blog, irc, email addresses, maillists, mail-outs to assurers, press releases, official statements, ...
(01:24:00) andreasbuerki: mark_lipscombe: all sort of communication material
(01:24:06) philipp_dunkel: the easier question is what does it not handle: Nothing
(01:24:12) andreasbuerki: snwepy: as well
(01:24:35) mark_lipscombe: so, some of those things have to be regulated to some extent to be of any worth... not everyone can make "official statements", for instance
(01:24:56) mark_lipscombe: presumably press releases and mail-outs to assurers too, both for technical and logistical reasons
(01:25:00) philipp_dunkel: You can have a read of it at http://svn.cacert.org/CAcert/Policies/CAcertCommunicationPolicy.html
(01:25:07) andreasbuerki: mark_lipscombe: what is an official stament? 
(01:25:14) philipp_dunkel: It is marked policy although the policy group never voted on it
(01:25:15) ian_grigg: what it is NOT is a policy under audit, which has no particular interest in how the community talks to itself and the world.  So I suggest the name of the document be called a Practices (or handbook or manual) and it be under board, and it not be a Policy and not under PoP.
(01:25:22) philipp_dunkel: I guess someone was overly eager
(01:25:38) ian_grigg: as a side issue, I'd say when we vote on this, we say the above URL is replaced.
(01:25:41) andreasbuerki: mark_lipscombe: official statements are very rarely
(01:25:54) mark_lipscombe: andreasbuerki: I don't know.. what is an official statement? :)  that was someone else's words
(01:26:18) ian_grigg: one view is:  anything that comes with authority, as described here:  http://wiki.cacert.org/wiki/DecisionNumbers
(01:26:25) mark_lipscombe: ian_grigg: yes, that would seem very appropriate, it doesn't belong under PoP
(01:26:38) ian_grigg: another view is:  anything that the board says, signed, with the words "for the Board of CAcert Inc." or similar.
(01:26:54) andreasbuerki: mark_lipscombe: as long communication doesn't affect audit....let it be open
(01:27:27) mark_lipscombe: I think that this is not going to be resolved with a 1 line rule... perhaps we can form some kind of working group to develop a proposal to bring to a future committee meeting?
(01:27:31) ian_grigg: ( well .. my view as ex-auditor was that the comms did not effect audit.  i suppose i can't predict what the next guy thinks :) )
(01:27:39) mark_lipscombe: with a view to replacing the current communications policy
(01:28:36) philipp_dunkel: The current "policy" was created by Sam Johnston and passed by the last board, because he was yelling and screaming loud enough, not because it was really needed.
(01:28:45) mark_lipscombe: because the more we open up communications, the more we need to consider archiving the communication, so we have some record of who is publishing what, etc
(01:28:56) philipp_dunkel: I think it would be better to remove it and then create a new set of rules over time
(01:28:58) ian_grigg: so perhaps we can call a motion, something like:  RESOLVED, that the board prepare a new communications practice that is substantially open and community-driven, and FURTHER RESOLVED that this new communications practice replace the CAcertCommunicationPolicy.
(01:29:07) andreasbuerki: mark_lipscombe: we have log files...
(01:29:19) andreasbuerki: ian_grigg: agree
(01:29:40) mark_lipscombe: we need to propose a motion to prepare a draft to propose a motion? :)
(01:29:45) philipp_dunkel: @ian_grigg if that was a motion for a vote I second
(01:30:02) mark_lipscombe: or could we not just start work on a new policy, and vote on it at a future meeting?
(01:30:05) andreasbuerki: :)"philipp_dunkel
(01:30:23) andreasbuerki: mark_lipscombe: why not
(01:30:32) ian_grigg: or, i could propose the actual practice statement if you like :)
(01:30:42) philipp_dunkel: Well that vote would already make it clear that the old "policy" is not what we want.
(01:30:46) mark_lipscombe: andreasbuerki: that's presumably not the basis on which we make motions.. otherwise I've got a million of them :)
(01:30:49) andreasbuerki: ian_grigg: that is?
(01:30:54) philipp_dunkel: That is an important thing to declare.
(01:31:14) mark_lipscombe: they're empty words until we draft something that meets that entirely subjective criteria
(01:31:19) andreasbuerki: mark_lipscombe: :)
(01:31:30) ian_grigg: Where a system is not a critical system, and is for the purposes of community work, access control should be light.
(01:31:31) ian_grigg: By default, all members who are Assurers and are in assigned roles are to be automatically given access.  An administrator should apply common sense in adding people without "roles" and should think broadly and inclusively.  If members have the skills, put them to use.
(01:31:31) ian_grigg: As a technical and systems priority, certificates should be used where and when possible.  Administrators should pursue certificate access as the preferred method of access control, unless it is slowing down access to the real resource.
(01:31:31) ian_grigg: Systems administrators should keep a reviewable list of who has access to what.  Any differences in opinion can be referred upwards to infrastructure team leader / board.  At least two systems administrators should be listed for each access, and either of them can add members.
(01:31:31) ian_grigg: The board is to keep a list of systems that have some form of "tight control" on them.  See below.
(01:31:31) ian_grigg: The board can approve tight access control, and does so cautiously because we are an open organisation.
(01:31:33) ian_grigg: Formal Announcements by the association are to be signed (words or cert) by a Director, with the words "for the Board of CAcert" or similar so as to indicate that these are official announcements.
(01:31:33) ian_grigg: Your CAcert email address should be used for all CAcert-related business.  A use of an email address does not indicate an official statement.  E.g., this email is not an official statement!  Emails & posts are contributions as per CCA.  So this email is a contribution. 
(01:31:45) andreasbuerki: make sense to me
(01:31:51) andreasbuerki: make sense to me
(01:31:57) philipp_dunkel: Looks good
(01:32:37) mark_lipscombe: that policy looks like a technical implementation rather than a policy though.. I'd like to see us spending some time working on it as a draft
(01:32:53) mark_lipscombe: access control, rather than communication
(01:32:59) philipp_dunkel: We can still do that
(01:33:09) andreasbuerki: mark_lipscombe: what you wanna controll exactly?
(01:33:25) philipp_dunkel: The problem is that the old "Policy" is the same thing. Access rather than communications.
(01:33:27) andreasbuerki: mark_lipscombe:just access?
(01:33:37) ian_grigg: "See below" has a list of 10 or so "tight systems"  ... refer to original email at https://lists.cacert.org/wws/arc/cacert-board/2009-08/msg00135.html
(01:33:48) philipp_dunkel: And that is preventing people from doing things
(01:33:57) mark_lipscombe: andreas: nothing in particular... I haven't had time to consider it fully... mainly regarding there being some line between community communications, and "business" communications
(01:34:11) mark_lipscombe: philipp_dunkel: right.. that's my objection to the old policy too.. that it reads like access control, rather than communication policy
(01:34:12) ian_grigg: mark_lipscombe:  yeah, it's a draft.  we need to hack it around a bit...
(01:34:22) andreasbuerki: mark_lipscombe: we are a community...
(01:34:51) ian_grigg: mark_lipscombe:  noted.  I think my gripe is that I'm trying to unwind the access control, so we can actually do some communication ...
(01:34:58) mark_lipscombe: we should speak about what communications we encourage, allow, disallow, whatever... the technical implementation of that is separate, and belongs in the security policy
(01:34:59) andreasbuerki: mark_lipscombe. so we communicate as a community
(01:35:04) philipp_dunkel: So why not replace the tight and exclusive rules with these open ones until we have something that is actually good drafted?
(01:35:24) andreasbuerki: mark_lipscombe: sounds like mind control ;-)
(01:35:25) mark_lipscombe: philipp_dunkel: because changing policies twice in quick succession doesn't make sense
(01:35:32) mark_lipscombe: especially if it ends in giving someone something and then taking it away
(01:35:47) ian_grigg: philipp_dunkel moves to accept this?  Well, this is fine because this is the board and we can move much more quickly on this than say the policy group
(01:35:53) philipp_dunkel: Well if I want to build a house where my current one stands I have to tear it down first
(01:36:00) philipp_dunkel: But enough of the imagery ;)
(01:36:07) mark_lipscombe: right, but you don't live in the rubble!
(01:36:33) mark_lipscombe: I would sincerely like to see that we defer a decision on a new comms policy, even if just for a week
(01:36:41) mark_lipscombe: to put it in to "draft", and come to consensus
(01:36:50) mark_lipscombe: rather than force it down our throats today, with little review
(01:37:09) philipp_dunkel: Which is why I would adopt Ians proposal as my temporary quarters 
(01:37:10) ian_grigg: ok.  well, it's on the board list, and is there for the purpose of review
(01:37:24) ian_grigg: i would sincerely like to see a statement that the board wants to move in this direction
(01:37:28) andreasbuerki: mark_lipscombe: ok.. it doesn't need to decided right now
(01:37:33) mark_lipscombe: we can move very quickly, but we don't need to do it like this
(01:37:36) ian_grigg: coz i don't think people are getting the message
(01:37:38) philipp_dunkel: Ok
(01:38:18) andreasbuerki: mark_lipscombe: we can wait an other week...or two
(01:38:21) ian_grigg: hence earlier "message" resolution ...
(01:38:21) philipp_dunkel: So we defer this until there is a replacement drafted
(01:38:37) ian_grigg:  RESOLVED, that the board prepare a new communications practice that is substantially open and community-driven, and FURTHER RESOLVED that this new communications practice replace the CAcertCommunicationPolicy.
(01:38:57) andreasbuerki: philipp_dunkel: make sense...people have to get familiar with this
(01:39:06) philipp_dunkel: I second that move. 
(01:39:14) andreasbuerki: ian_grigg: second that
(01:39:20) mark_lipscombe: ian_grigg: don't we already say this by starting work on a draft that substantially delivers on open and community-driven? having said that, if you insert "is intended to" between practice and replace in the last part of the motion, I would support it
(01:39:21) philipp_dunkel: So let's adopt that as a sign
(01:39:57) ian_grigg: RESOLVED, that the board prepare a new communications practice that is substantially open and community-driven, and FURTHER RESOLVED that this new communications practice is intended to replace the CAcertCommunicationPolicy.
(01:40:03) andreasbuerki: mark_lipscombe: ok
(01:40:07) mark_lipscombe: I second that
(01:40:21) philipp_dunkel: Ok
(01:40:36) mark_lipscombe: aye
(01:40:37) andreasbuerki: Aye
(01:40:39) ian_grigg: mark_lipscombe:  accepted, no problems.  But I want a sign to the sysadms out there that this is what we are doing.  I want them to give out the access and not rest on seeking permissions
(01:40:39) philipp_dunkel: aye
(01:40:40) ian_grigg: Aye
(01:40:41) ernestine_schwob aya
(01:40:49) mark_lipscombe: ian_grigg: understood
(01:40:57) mark_lipscombe: for nick: aye
(01:41:03) mark_lipscombe: I declare it carried, 6-0
(01:41:09) ian_grigg: super, thanks guys!  on with the revolution!
(01:41:17) philipp_dunkel: :D
(01:41:18) mark_lipscombe: ok... comma update?  who wants to speak to that?
(01:41:34) mark_lipscombe: btw, can we get that policy up on the wiki somewhere, and solicit feedback?
(01:41:54) ian_grigg: mark_lipscombe: ok
(01:41:58) andreasbuerki: mark_lipscombe: no essential stuff right now
(01:42:16) ian_grigg: comma:  maybe we can refer this to a board post and move more quickly tonight?
(01:42:25) andreasbuerki: but keep an eye on the wiki, as it progresses...
(01:42:30) Unox [Unox@pear.visitors.har2009.net] hat den Raum betreten.
(01:42:33) ian_grigg: http://wiki.cacert.org/wiki/comma
(01:42:47) andreasbuerki: thx ian_grigg
(01:43:05) mark_lipscombe: ok.. next.. the SGM minutes
(01:43:13) mark_lipscombe: i dont think we can approve them folks
(01:43:16) ian_grigg: next:  accept minutes for SGM, for presentation at next AGM. https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/SGM-20090725/Minutes-20090725-SGM.html
(01:43:17) mark_lipscombe: the next GM has to approve them
(01:43:28) ian_grigg: yes, but I think the board has to prepare the minutes .... 
(01:43:32) mark_lipscombe: the secretary just needs to prepare them for adoption at the next meeting
(01:43:34) andreasbuerki: mark_lipscombe: thats right
(01:43:40) mark_lipscombe: doesn't need our approval to do so
(01:43:46) mark_lipscombe: it's an independent act of the secretary
(01:43:52) andreasbuerki: yep
(01:43:56) ian_grigg: so we've done that ... and there they are.  we as board can simply say "OK, job done?"
(01:44:01) mark_lipscombe: OK, job done :P
(01:44:09) philipp_dunkel: Ok, in that case I point you at the URL Ian put up and declare that they have been prepared
(01:44:10) ian_grigg: super, move on.
(01:44:20) mark_lipscombe: - next meeting, regular meetings
(01:44:32) andreasbuerki: proposal: regular meetings.... waht you think?
(01:44:40) mark_lipscombe: I'm all for it
(01:44:43) andreasbuerki: :)
(01:44:45) mark_lipscombe: same bat time, same bat place
(01:44:48) philipp_dunkel: agreed
(01:44:53) mark_lipscombe: perhaps once a month?
(01:44:53) andreasbuerki: agreed
(01:44:55) ian_grigg: it has been suggested.  I'm happy to do them.  question is:  once a week?  Once a month?
(01:45:01) ernestine_schwob agree
(01:45:10) mark_lipscombe: I'm not sure less than once a month for regular meetings would be any more productive
(01:45:11) andreasbuerki: once a month....
(01:45:15) mark_lipscombe: any more frequent, I mean
(01:45:21) ian_grigg: i see consensus for once a month
(01:45:23) philipp_dunkel: we should do something like every 1st saturday of the month at 19:00 UTC (So that Mark has to get up early and can't party as much)
(01:45:25) andreasbuerki: hmm....
(01:45:35) philipp_dunkel: ;)
(01:45:38) mark_lipscombe: second Friday of every month at 22:00UTC?
(01:45:51) mark_lipscombe: no way 19:00UTC sorry :)
(01:45:53) andreasbuerki: :'(
(01:46:00) ian_grigg: ok, first thing is friday or saturday?
(01:46:05) ernestine_schwob friday .... saturday is better
(01:46:05) philipp_dunkel: 22 UTC is very late. Let's start the latest at 21UTC
(01:46:11) andreasbuerki: saturday
(01:46:21) philipp_dunkel: Remember it is now 1:45 AM here
(01:46:38) ernestine_schwob or monday
(01:46:50) ian_grigg: i am ok with every night except wednesday
(01:47:03) philipp_dunkel: Saturday please, otherwise we have to be much earlier
(01:47:07) mark_lipscombe: if we make it that early, then the only day that would work for me would be Sunday UTC
(01:47:17) philipp_dunkel: Otherwise there is now way I can get up for work the next day
(01:47:25) mark_lipscombe: Friday or Saturday would be out for me
(01:47:28) andreasbuerki: Sunday would be fine for me
(01:47:39) ernestine_schwob sunday ok
(01:47:47) ian_grigg: mark_lipscombe:  do you mean sunday AU time?  Saturday for the rest?
(01:47:48) philipp_dunkel: Sunday is fine. At  20UTC?
(01:47:52) mark_lipscombe: I mean Sunday UTC
(01:47:56) mark_lipscombe: Monday morning my time
(01:48:01) mark_lipscombe: 21UTC
(01:48:08) andreasbuerki: fine for me
(01:48:09) philipp_dunkel: Ok 21 UTC
(01:48:10) ian_grigg: ok, so Sunday night for us, monday morning for you?
(01:48:17) mark_lipscombe: ian_grigg: correct
(01:48:40) mark_lipscombe: so.. we have consensus for 21:00UTC second Sunday of each month?
(01:48:42) andreasbuerki: ok.... sunday monday
(01:48:50) philipp_dunkel: Ok every second Sunday of the month at 21:00UTC
(01:48:52) andreasbuerki: mark_lipscombe: Yes
(01:48:54) ian_grigg: well, if it works for you to get up at that time, I think that's a significant advantage
(01:49:18) ian_grigg: can we also agree on 48 hours reminder / notice to board list?
(01:49:31) andreasbuerki: ian_grigg: no prob
(01:50:09) mark_lipscombe: yes.. perhaps we could even coax someone technical in to giving us some kind of shared calendar or something for this going forward
(01:50:13) philipp_dunkel: Next on my list is "Legalize eVoting"
(01:50:17) ernestine_schwob ian_grigg: yes
(01:50:19) ian_grigg: so, next one is 13th September?
(01:50:52) mark_lipscombe: ian_grigg: yes
(01:50:59) andreasbuerki: ok
(01:51:08) mark_lipscombe: ok... evoting
(01:51:08) ernestine_schwob ian_grigg: ok
(01:51:31) mark_lipscombe: the method we (and the previous boards) used for voting is pretty questionable
(01:51:36) ian_grigg: yes.  "what's the problem" he asks innocently .. 
(01:51:40) mark_lipscombe: the rules allow for internet voting, in the context of a meeting
(01:52:13) mark_lipscombe: we don't do that in the context of a meeting, and so using the voting system probably isn't a legitimate way to exercise our authority as the board
(01:52:40) mark_lipscombe: what I propose, to work around this, is that we form a sub-committee, which we are permitted to do under the rules
(01:53:02) mark_lipscombe: and have that sub-committee consist of all of the members of the committee, and delegate all the powers of the committee to that sub-committee
(01:53:20) mark_lipscombe: sub-committees can conduct their business in any way that they like.. and can vote in any method that they agree to
(01:53:30) mark_lipscombe: so it cleanly works around the problem at hand
(01:54:33) ian_grigg: well ... a few comments.  1. in the past there has been a Management Sub Committee, so it could be reasonable to adopt this group again ... or not.  Just a historical footnote.
(01:54:37) andreasbuerki: Yes, thank you good idea
(01:54:42) mark_lipscombe: this would mean that a formal board meeting could disallow a motion passed via the voting system, because it would be sitting as the committee, not as the sub-committee
(01:54:44) philipp_dunkel: Good idea. Solves the problem and brings us into absolute compliance
(01:54:57) mark_lipscombe: and it would put us in compliance with the rules absolutely, and without doing anything untoward
(01:55:19) ian_grigg: 2.  I don't like the idea of hacking around the rules like that.  Can we talk about how it should be done, and can we discuss whether we should go for a rule change to fix the real problem?
(01:55:53) mark_lipscombe: a rule change is *obviously* the best answer... but there seems to be very little support for any kind of rule change from some members of the committee
(01:56:03) mark_lipscombe: I think this is a valid exercise of our power
(01:56:11) philipp_dunkel: Or maybe resolve to do this and to further resolve to prepare this as a rule change for the AGM
(01:56:29) ian_grigg: philipp_dunkel:  yeah, that's what I was thinking
(01:56:29) mark_lipscombe: because it's aboslutely no different to creating any other sub-commitee.. this is just our "day to day management committee"
(01:56:47) philipp_dunkel: There is no resistance to rule changes from me, only to premature SGMs ;)
(01:56:48) andreasbuerki: philipp_dunkel: would be the more formal apraoch
(01:56:54) mark_lipscombe: my proposed rule changes at the last SGM would have fixed this
(01:57:23) andreasbuerki: mark_lipscombe. yws, but presentation at once was to much
(01:57:34) ian_grigg: mark_lipscombe:  i buy the argument that we can do this as a valid exercise of powers .. but it looks crummy and we're under a lot of observation to do the right thing .. coz of our aggressive approach in recent SGMs that can remain unnamed...
(01:57:39) mark_lipscombe: andreas: yes, just pointing out that the fix had been anticipated
(01:58:06) andreasbuerki: mark_lipscombe: got it
(01:58:10) mark_lipscombe: ian_grigg: I'm happy to propose that we consider no business except at a commitee meeting, if everyone would prefer
(01:58:29) mark_lipscombe: but exercising invalid power is the status quo..
(01:58:35) philipp_dunkel: RESOLVED to appoint a day-to-day-subcommittee consisting of all members of the board.
(01:58:36) philipp_dunkel: FURTHER RESOLVED to bring a rule change to the AGM allowing for board voting without a meeting.
(01:58:46) mark_lipscombe: I have a motion prepared, too
(01:58:55) mark_lipscombe: because we need to adopt all previous motions here
(01:58:56) ian_grigg: also, add to that, e-voting
(01:59:00) mark_lipscombe: so they are a valid exercise of power
(01:59:10) ian_grigg: mark_lipscombe:  agree it is good to adopt all previous motions
(01:59:17) philipp_dunkel: Well you bring up an interesting idea
(01:59:19) ian_grigg: and we can do that each 2nd Sunday
(01:59:44) philipp_dunkel: Why not leave it as is, and just have a fixed agenda item for the monthly meeting that is "Accept eVoted motions"
(02:00:09) mark_lipscombe: as long as you're happy with never acting in reliance of an approved motion until after that meeting
(02:00:23) mark_lipscombe: the motion means nothing until that once a month meeting
(02:00:30) philipp_dunkel: So I move to RESOLVE to accept all previous motions carried via the online voting tool by this board since the SGM.
(02:00:43) mark_lipscombe: philipp_dunkel: hold up.. I have motions prepared
(02:00:50) mark_lipscombe: philipp_dunkel: please
(02:00:54) philipp_dunkel: Ok,
(02:00:58) andreasbuerki: mark_lipscombe: show them
(02:01:00) philipp_dunkel: then move them?
(02:01:09) mark_lipscombe: I thought we were still discussing this?
(02:01:12) ian_grigg: well, we are in discussion ... we can talk motions without proposing them
(02:01:16) mark_lipscombe: not racing thru motions as soon as we have the wording
(02:01:39) ***philipp_dunkel sitting back opening the Pepsi and chilling
(02:01:42) mark_lipscombe: I think it's polite to ask before making motions out of someone elses' proposals, guys
(02:01:50) ian_grigg: mark_lipscombe:  can you show us those motions?
(02:01:54) andreasbuerki: mark_lipscombe: ok
(02:02:04) mark_lipscombe: RESOLVED, that the committee forms a sub-committee, consisting of all members of the committee.
(02:02:04) mark_lipscombe: FURTHER RESOLVED, that all internet-based resolutions and voting not done in the context of a committee meeting by committee members shall be deemed to be business of that sub-committee.
(02:02:04) mark_lipscombe: FURTHER RESOLVED, that all powers exercised by the committee may be exercised by that sub-committee.
(02:02:04) mark_lipscombe: FURTHER RESOLVED, that the committee adopts and incorporates by way of reference, all previously accepted motions by this committee regardless of any defect in its voting methods.
(02:02:07) ***philipp_dunkel is an synonym for "Rude Bastard" ;)
(02:02:20) andreasbuerki: loool
(02:02:25) mark_lipscombe: haha
(02:03:29) ian_grigg: i'm not sure about the last one
(02:03:46) philipp_dunkel: Ok, but let's add to that: FURTHER RESOLVED to bring a rule change to the AGM to remove the requirement of meetings for board decisions?
(02:03:51) ian_grigg: can we perhaps turn that into something that incorporates our 2nd Sunday proposal?
(02:04:16) mark_lipscombe: ian_grigg: we will have solved the problem going forward, with this resolution.. we won't need to do so in the future
(02:05:23) mark_lipscombe: the idea being that we've created two layers of management
(02:05:33) mark_lipscombe: we have the day to day management, who operate using the board motions web app
(02:05:46) ian_grigg: such as, FURTHER RESOLVED, that all powers exercised by the sub-committee are by default accepted by the next committee meeting (currently 2nd Sunday of the month), unless explicitly voted down.
(02:05:49) mark_lipscombe: who can exercise any legitimate power of the board, but is subject to the "real" board's pleasure
(02:06:37) mark_lipscombe: so, a real commitee meeting every 2nd sunday can overturn the sub-committee, dissolve it, or whatever... just as it can do to any sub-committee
(02:07:07) ian_grigg: right, in that there is a separation of powers from high committee to low committee ... it's just better in my mind to say that
(02:07:15) mark_lipscombe: we have the rules for this.. it says what happens with acts done by sub-committees, etc.. I don't think it's necessary to restate (and paraphrase them, perhaps incorrectly) here by way of resolution
(02:08:18) ian_grigg: i see that point ... i'd just like it to be clearer to people outside this committee & sub-committee who are not reading the rules in detail
(02:08:39) mark_lipscombe: give a statement interpreting the rules then?  lets not try and paraphrase the rules here?
(02:09:17) mark_lipscombe: take a look at rule 22 guys, if you haven't already
(02:09:36) ian_grigg: mark_lipscombe:  please post
(02:10:05) mark_lipscombe: it's long
(02:10:08) mark_lipscombe: http://wiki.cacert.org/wiki/CAcertIncorporated?action=AttachFile&do=get&target=CAcert_Rules2008.pdf
(02:10:17) mark_lipscombe: i'll get flooded off I think if I paste that much text
(02:10:36) philipp_dunkel: (1) The committee may, by instrument in writing or by digitally signed 
(02:10:36) philipp_dunkel: email, delegate to one or more sub-committees (consisting of such 
(02:10:36) philipp_dunkel: member or members of the association as the committee thinks fit) 
(02:10:37) philipp_dunkel: the exercise of such of the functions of the committee as are 
(02:10:37) philipp_dunkel: specified in the instrument, other than: 
(02:10:37) philipp_dunkel: (d) this power of delegation, and 
(02:10:38) philipp_dunkel: (e) a function which is a duty imposed on the committee by the 
(02:10:39) philipp_dunkel: Act or by any other law. 
(02:10:39) philipp_dunkel: (2) A function the exercise of which has been delegated to a sub- 
(02:10:41) philipp_dunkel: committee under this rule may, while the delegation remains 
(02:10:41) philipp_dunkel: unrevoked, be exercised from time to time by the sub-committee in 
(02:10:43) philipp_dunkel: accordance with the terms of the delegation. 
(02:10:43) philipp_dunkel: Page 11 of 21 
(02:10:45) philipp_dunkel: (3) A delegation under this section may be made subject to such 
(02:10:45) philipp_dunkel: conditions or limitations as to the exercise of any function, or as to 
(02:10:47) philipp_dunkel: time or circumstances, as may be specified in the instrument of 
(02:10:47) philipp_dunkel: delegation. 
(02:10:49) philipp_dunkel: (4) Despite any delegation under this rule, the committee may 
(02:10:49) philipp_dunkel: continue to exercise any function delegated. 
(02:10:51) philipp_dunkel: (5) Any act or thing done or suffered by a sub-committee acting in the 
(02:10:51) philipp_dunkel: exercise of a delegation under this rule has the same force and 
(02:10:54) philipp_dunkel: effect as it would have if it had been done or suffered by the 
(02:10:54) philipp_dunkel: committee. 
(02:10:56) philipp_dunkel: (6) The committee may, by instrument in writing or by digitally signed 
(02:10:56) philipp_dunkel: email, revoke wholly or in part any delegation under this rule. 
(02:10:57) philipp_dunkel: (7) A sub-committee may meet and adjourn, as it thinks proper.
(02:11:09) ***philipp_dunkel likes risks ;) (of getting flooded off)
(02:12:47) mark_lipscombe: we have a clear ability to make this delegation, both technically and practically... it's not sneaky, it's not worming around anything... it's a clear power we have, and it's both transparent and straight forward
(02:13:04) mark_lipscombe: and it allows us to make decisions day to day, without benefit of a committee meeting
(02:13:07) philipp_dunkel: Well I read 7) A sub-committee may meet and adjour as it thinks proper
(02:13:28) andreasbuerki: hmm... seems to me, we need more time to think about that
(02:13:33) philipp_dunkel: and I get to think that the subcommittee would suffer the same restrictions in regards to meetings
(02:13:49) philipp_dunkel: Any case. I would be very hesitant to agree to this as is.
(02:14:02) ian_grigg: ok, so (6 ) achieves what I was after
(02:14:14) philipp_dunkel: I would rather we decide to just use the voting system and ratify these decisions in the monthly meetings
(02:14:30) mark_lipscombe: philipp_dunkel: then you cannot use those decisions until we "ratify" them
(02:15:02) philipp_dunkel: I can live with that. If there is something really urgent, we can always call a meeting in between if really needed.
(02:16:00) philipp_dunkel: Have a look at the decisions we have made so far and all of the decisions of the previous board. There was never something that was so urgent that it could not be on hold.
(02:16:42) philipp_dunkel: Additionally we could decide that these votes should be considered "provisionally in force" until formally ratified to meet the letter of the rules
(02:16:50) mark_lipscombe: no we can't lol
(02:17:02) mark_lipscombe: this is the problem the previous committee had
(02:17:05) ian_grigg: part 2:  FURTHER RESOLVED, that the sub-committee meet by maillist, and vote on resolutions using internet-based e-voting system.
(02:17:06) philipp_dunkel: Give me one argument why we cannot
(02:17:08) mark_lipscombe: thinking they can just make new rules
(02:17:16) mark_lipscombe: playing fast and loose with the rules in general
(02:17:59) philipp_dunkel: We are not making new rules. And to be honest, circumventing the rules by creating a subcommittee strikes me as little better
(02:18:05) mark_lipscombe: philipp_dunkel: what you are proposing is identical to what I am proposing... it would still take a sub-committee
(02:18:17) mark_lipscombe: it's not circumventing them
(02:18:25) mark_lipscombe: it's a valid exercise of our power to form sub-committees
(02:18:43) philipp_dunkel: Nope it would not. I am proposeing that the board decide to pose motions and vote via the evoting and the ratify them at the next meeting.
(02:18:43) mark_lipscombe: circumventing the rules is what the previous board did... we're going to great pains to be in compliance with the rules
(02:18:48) philipp_dunkel: No subcommittees involved
(02:19:13) mark_lipscombe: philipp_dunkel: you're proposing to ignore the rules to the extent they don't suit you... how can you have a board decision without a board decision?
(02:19:28) philipp_dunkel: Well creating a subcommittee to avoid the supposed meeting requirement is circumventing.
(02:19:29) philipp_dunkel: Anycase
(02:19:38) ***philipp_dunkel sitting back and chilling again
(02:19:45) mark_lipscombe: no it's not.. it's a valid exercise of creating the ability to vote outside of meetings
(02:20:09) ian_grigg: ok, are there some things that are easy to agree on?
(02:20:29) ian_grigg: are we agreed that we should propose a rule change to AGM that we sort out the real issue?
(02:20:52) mark_lipscombe: the AGM is going to have wider change presented to it
(02:21:04) mark_lipscombe: which would presumably involve fixing all these problems
(02:21:15) mark_lipscombe: the only reason we're left shouldering them is because previous committees didn't bother to take the hard decisions
(02:21:29) andreasbuerki: mark_lipscombe: and should be discussed before the AGM
(02:21:31) mark_lipscombe: decided to ignore them for convenience
(02:21:37) mark_lipscombe: andreas: of course
(02:21:53) ian_grigg: let's stick to the point:  are we agreed that this is a temporary solution, and we'll fix it properly at the AGM?
(02:22:13) andreasbuerki: snwepy: and discussed as well how to be presented... ,-)
(02:22:23) mark_lipscombe: I'd rather we spend time sorting out an overall proposal for reincorporation than keep passing "we'll fix this at the AGM" style motions for individual points
(02:23:07) ian_grigg: well, right sure ... but that might never happen ... and presumably any rule changes we sort out will go into the next "reincorporation" if that ever happens
(02:23:27) ian_grigg: and it will be far far far better to keep our "current fixed" rules and just reincorporate
(02:23:35) ian_grigg: than to reincorporate with "better, fixed rules"
(02:23:41) mark_lipscombe: we cannot, tho
(02:23:49) ian_grigg: the latter will be treated with extreme skepticism in my opinion
(02:23:50) mark_lipscombe: those rules must be "translated" in to articles for a company
(02:24:20) mark_lipscombe: but we're now getting some way away from the original question (tho we do need to address this quite soon, to start work on proposals)
(02:24:40) mark_lipscombe: look.. I'm fine with meeting once a month and conducting all our business then
(02:24:52) ernestine_schwob you cann't translate 1 to 1
(02:24:57) ian_grigg: and, also, we have never tabled the issue of reincorporation ... so its going to be scary to the community and members of the association.
(02:25:02) mark_lipscombe: but then lets dispense with wasting our time voting on the web in the interim
(02:25:25) mark_lipscombe: lets discuss stuff on the board list, and prepare motions ahead of time, and deal with them at the meeting
(02:25:29) mark_lipscombe: where we can move amendments, etc
(02:25:52) ian_grigg: i would rather that these fairly important issues have been discussed in advance, yes
(02:25:56) mark_lipscombe: and we can perhaps stop this inclination that people have to propose motions at a drop of a hat, as the way of starting a debate, rather than the way of ending it
(02:26:10) ian_grigg: i'm having to think fast here, which is hard for old farts
(02:26:36) mark_lipscombe: we can use the web based app to do the voting and motions at the meeting, but not use it during the intervening periods
(02:26:54) mark_lipscombe: because, if we are going to do that, lets not leave any illusion that we make any official act in between these meetings
(02:27:46) mark_lipscombe: and I'm completely fine with that... but I believe either we do it, or we don't... not some half way "provisional" decisions that have no effect or validity
(02:29:00) philipp_dunkel: OK: I move to RESOLVE that we use the web voting tool to create binding provisional decisions, that need to be ratified at the next subsequest board meeting.
(02:29:30) philipp_dunkel: s/subsequest/subsequent/
(02:29:48) mark_lipscombe: I'd vote against that, it makes a mockery of the rules.. either create a sub-committee and do it right, or don't.
(02:30:04) ian_grigg: why does it make a mockery of the rules?
(02:30:33) mark_lipscombe: because we don't have the power to create provisional "binding" resolutions
(02:30:44) ian_grigg: then drop the word binding?
(02:30:52) mark_lipscombe: if we did, then we'd have no problem :)
(02:31:00) mark_lipscombe: we wouldn't even need to have this discussion if we could do that!
(02:31:13) philipp_dunkel: Where exactly does it say we do not have that power?
(02:31:27) ian_grigg: these are word games.  we are the board.  we are supposed to act.  if we can find a way to keep within the rules, then that should be ok.
(02:31:38) mark_lipscombe: philipp_dunkel: because the rules prescribe a way we must make decisions
(02:31:56) ian_grigg: actually, we already have this situation
(02:31:56) mark_lipscombe: it doesn't say "the board can make any decisions it wants in any way it wants EXCEPT for these ways"
(02:32:10) mark_lipscombe: it says "the board can make any decisions it wants BUT ONLY in this way"
(02:32:14) ian_grigg: board decisions aren't generally binding until they have been ratified at the next meeting
(02:32:24) ian_grigg: minutes have to be accepted at the next meeting anyway.
(02:32:26) mark_lipscombe: so, either you find a way to shoehorn this in to the ways the rules allow us to make decisions, or it's not a valid exercise of power
(02:32:31) philipp_dunkel: 23.6 Due to accepting internationally based members,  ordinary 
(02:32:31) philipp_dunkel: members, and office bearers, alternate voting methods via the 
(02:32:32) philipp_dunkel: internet, which is sanctioned by the committee will be deemed an 
(02:32:32) philipp_dunkel: acceptable method of voting, in addition to any other forms of 
(02:32:32) philipp_dunkel: valid voting methods. 
(02:32:34) andreasbuerki: so, create provisonal resolutions, which become binding the following meeting?
(02:33:24) mark_lipscombe: ian_grigg: i'm not sure it's quite that simple... they can be overturned as if never having been in force if the minutes are defective, but they are in force once voted on
(02:34:00) Unox hat den Raum verlassen.
(02:34:04) mark_lipscombe: philipp_dunkel: yes, and you can use one of those voting methods at any board meeting
(02:34:21) mark_lipscombe: philipp_dunkel: what you can't do is pick that rule out of context, and say you can use it outside a board meeting
(02:35:23) ian_grigg: so, we have a motion here: RESOLVE that we use the web voting tool to create provisional decisions, that need to be ratified at the next subsequest board meeting.
(02:35:38) andreasbuerki: I second that
(02:35:46) mark_lipscombe: the compromise is to just do it precisely right.. you consider it to be circumventing the rules to create a sub-committee... your proposal not only circumvents the rules, but ignores them completely
(02:36:04) ian_grigg: no
(02:36:27) ian_grigg: it is not to circumvent the rules to create a sub-committee and this has not been stated by anyone to my knowledge
(02:36:52) ian_grigg: the point I would make is that this is against the *spirit* of the rules, but not against the letter of the rules.
(02:36:56) mark_lipscombe: philipp said he feels it circumvents the rules
(02:37:02) mark_lipscombe: in those words
(02:37:19) ian_grigg: and I would like to see that we clearly explain why we are doing this
(02:37:32) mark_lipscombe:  <philipp_dunkel> Well creating a subcommittee to avoid the supposed meeting requirement is circumventing.
(02:38:12) ian_grigg: ok, point taken that philipp_dunkel said that.  Not me :)
(02:38:13) mark_lipscombe: so... assuming we're divided on this, why don't we just do it the way that we can all agree on?
(02:38:18) ian_grigg: i would call it creative use of the rules
(02:38:24) mark_lipscombe: which is to forget about all this other crap, and vote only at meetings
(02:38:35) mark_lipscombe: we can discuss on the list in the leadup to the meetings, but do the voting at the meeting
(02:38:43) ian_grigg: well, you know why.  it is too slow.
(02:38:45) mark_lipscombe: so we can have a proper debate of motions, move amendments to them, etc
(02:39:13) mark_lipscombe: create motions ahead of time, aand vote on them at the meeting
(02:39:25) philipp_dunkel: Ian made a motion. Andreas seconded it. If it does not pass, then we can still do it that way
(02:39:30) mark_lipscombe: we can create a procedural rule that base motions not moved as urgent business have to be in the system 24 hours b4 or something
(02:39:32) ian_grigg: well, that's what the voting system does, almost :)
(02:40:19) philipp_dunkel: By the way, the voting system does not allow for voting periods of less than 72 hours.
(02:40:32) mark_lipscombe: philipp_dunkel: so we fix that.. I have write SVN access to the source code
(02:40:41) mark_lipscombe: and have almost finished implementing the last lot of changes we approved
(02:40:44) philipp_dunkel: So we could say that when a motion is made that is the calling of a meeting and everyone is attending at the close of the vote
(02:41:33) philipp_dunkel: So in effect, the board has properly called a meeting because the motion is notified to the board list
(02:42:07) ian_grigg: change the wording on the top of the motion to say "we hearby call a meeting at (time now + 72 hours) to vote on this motion:" ???
(02:42:29) mark_lipscombe: and then we have all the trappings of a meeting.. you'll have to approve the previous minutes, call for business, etc
(02:42:47) mark_lipscombe: without the features of a meeting, you're being at least as circumventive as you say my proposal is
(02:43:17) ian_grigg: well, that's easy:  button to approve previous minutes (== motions) and a button to add a new motion.
(02:43:21) mark_lipscombe: Philipp, you suggested nothing is so urgent as cannot be done once a month... so why not just do it at the meeting?
(02:43:50) ian_grigg: but yes, it is all the same ... a creative use of the rules to get on and do the work
(02:43:59) philipp_dunkel: I said nothing is so urgent as that it cannot be ratified at the next meeting to meet your interpretation of the rules
(02:44:02) mark_lipscombe: or are we just arguing against every single proposal, without a clear position?
(02:44:04) ian_grigg: which I think is OK as long as we agree to fix it next chance we get.
(02:44:28) philipp_dunkel: The difference is that by that time it has already been done
(02:44:39) mark_lipscombe: ian_grigg: right, but if we're accepting "creative uses of the rules", then why not use the one that at least is clean and clearly valid :)
(02:44:45) philipp_dunkel: Again, Ian has made a motion that has been seconded
(02:44:58) philipp_dunkel: I vote Aye
(02:44:59) mark_lipscombe: k, there's a motion.. lets vote on it
(02:45:03) mark_lipscombe: naye
(02:45:06) mark_lipscombe: naye for nick
(02:45:07) andreasbuerki: Aye
(02:45:42) ian_grigg: RESOLVE that we use the web voting tool to create provisional decisions, that need to be ratified at the next subsequest board meeting.
(02:45:55) ian_grigg: Aye
(02:45:57) andreasbuerki: Aye again
(02:46:02) ernestine_schwob aye
(02:46:12) philipp_dunkel: Aye
(02:46:26) mark_lipscombe: carried, 4 to 2
(02:47:04) ian_grigg: well, carried at least until the next board meeting.  We can also rework the alternate proposal and reconsider it.
(02:47:04) andreasbuerki: Next point?
(02:47:08) ian_grigg: I agree there is an issue.
(02:47:19) ian_grigg: last issue:  - cacert-key-persons
(02:47:24) mark_lipscombe: I hope someone is willing/able to explain that these decisions have no effect until the board meeting
(02:47:44) ian_grigg: but Nick is not here ... the issue is to announce this list and get people to use it
(02:47:58) philipp_dunkel: They do, they just have not been ratified yet
(02:48:04) mark_lipscombe: that when someone sees a vote in the voting system as carried, that it will not be in effect until up to four weeks later.. so everyone knows where they stand
(02:48:13) ian_grigg: but i do not know if it is open for subscribe or there are explanations or texts ... so best we defer this to the board list or another meeting?
(02:48:58) mark_lipscombe: yeah, well being there's no one who knows enough to provide anything of value, lets defer it til the next meeting
(02:49:15) ian_grigg: ok, agreed.  no other business?
(02:49:17) andreasbuerki: mark_lipscombe: make sense
(02:49:34) ernestine_schwob regarding annual report
(02:50:02) ernestine_schwob I think robert will not make them, therefore I have to get the paper early as possible
(02:50:19) ernestine_schwob *papers* / documents
(02:50:22) ian_grigg: ernestine_schwob  which paper?
(02:50:28) ian_grigg: ah, all of them
(02:50:48) ernestine_schwob documents: invoices, staments bank etc
(02:50:51) mark_lipscombe: have until 31 december, too... and can apply for an extension in circumstances like this, from Fair Trading
(02:51:07) mark_lipscombe: if there is any issues of non-cooperation
(02:51:14) philipp_dunkel: Well the Annual report should be presented at the AGM
(02:51:24) mark_lipscombe: philipp_dunkel: which must be held by 31 december
(02:51:26) ian_grigg: as an aside.  in the new 2009 act, it states that any retiring director has to pass the paperwork across within 2 weeks.  just an an interesting factoid
(02:51:38) ernestine_schwob we take the bank-statements and ask for copies 
(02:51:54) mark_lipscombe: ian_grigg: yes, right now, the only protection is one's common law fidicuary duty
(02:52:03) andreasbuerki: ian_grigg: So Robert is breaking the rules?
(02:52:08) mark_lipscombe: no, he is not
(02:52:19) andreasbuerki: ok...
(02:52:24) philipp_dunkel: Only the future ones that are not in effect yet
(02:52:41) ian_grigg: mark_lipscombe:  yes, the act has not come into effect yet ... but it is certainly indicative of which way a retiring officer/director should be acting
(02:53:09) mark_lipscombe: Robert has done nothing wrong at all... there's nothing currently that requires him to deliver up documents within any period of time other than that he must..
(02:53:27) mark_lipscombe: he's also on holidays, so I doubt that it's any unreasonable delay on his part
(02:53:27) ian_grigg: agreed
(02:53:30) mark_lipscombe: just he's not available
(02:53:37) philipp_dunkel: ack
(02:53:41) andreasbuerki: aha....
(02:53:45) ernestine_schwob mark_lipscombe: but we have to know, if he will make the report from last year 
(02:54:05) mark_lipscombe: but we have until 31 december without an extension from the director of fair trading, and if it becomes an issue, getting an extension is possible
(02:54:23) ernestine_schwob AGM will be before
(02:54:27) mark_lipscombe: right.. his obligations mean he should prepare financials for 2008-2009 financial year
(02:54:28) andreasbuerki: and what will be presented at the AGM?
(02:54:33) mark_lipscombe: ernestine_schwob agm is whenever we call it
(02:54:41) mark_lipscombe: ernestine_schwob which must be on or before 31 december
(02:54:41) ernestine_schwob right
(02:54:52) andreasbuerki: mark_lipscombe: no due time???
(02:54:57) mark_lipscombe: must be within 6 months of the end of the financial year
(02:55:05) ernestine_schwob but it's not I good idea of all the happings in the past to make them much more later
(02:55:10) mark_lipscombe: end of financial year is 30 june, so AGM must be held by 31 december
(02:55:13) ernestine_schwob only my opinion
(02:55:18) andreasbuerki: as everywhere
(02:55:20) mark_lipscombe: understood, but we cannot hold it until we have the financials in order
(02:55:32) philipp_dunkel: If you suggest december 31st 23:00 I'll get really upset ;) (midnight in Europe)
(02:55:35) mark_lipscombe: and we have that extra time available to us if necessary to comply with our obligations
(02:55:36) andreasbuerki: mark_lipscombe: agree
(02:55:53) mark_lipscombe: I'm not suggesting anything guys.. I'm making you all aware of the parameters we operate within
(02:55:58) ernestine_schwob mark_lipscombe: normally it was in nov
(02:56:02) mark_lipscombe: letting you know the facts so we can consider them
(02:56:38) mark_lipscombe: we must hold an AGM no later than 31 December, 2009, we must prepare financials prior to any AGM being held, and we can request an extension for both if we have issues getting the financials together
(02:56:39) philipp_dunkel: Is there any more business? Because if not, I would like to go to bed.
(02:56:51) mark_lipscombe: those are the facts... argue around them :)
(02:56:54) philipp_dunkel: After all I do have to get up sometime tomorrow
(02:57:16) philipp_dunkel: Do we need a motion to adjourn ? Or do we just say good night ;)
(02:57:28) ian_grigg: ok ...  I think we can defer this question until we have at least deterimed when Robert comes back from vacations?
(02:57:33) andreasbuerki: an AGM in december... a lot of people aren't avaiblable....
(02:57:38) ian_grigg: I motion that we adjourn!
(02:57:43) philipp_dunkel: second
(02:57:46) philipp_dunkel: I vote AYE
(02:57:56) mark_lipscombe: andreas: I understand, but we do what we have to do...
(02:58:04) mark_lipscombe: yes, lets adjourn if no one else has anything else
(02:58:10) andreasbuerki: ok...
(02:58:16) philipp_dunkel: Good morning to you
(02:58:17) ernestine_schwob ok
(02:58:47) mark_lipscombe: catch you all later
(02:59:01) ernestine_schwob good night
(02:59:01) andreasbuerki: cya mark_lipscombe
(02:59:09) ian_grigg: ciao!
(02:59:10) ian_grigg: tanks!
(02:59:14) philipp_dunkel: Good night one and all
(02:59:48) andreasbuerki: bye everybody
 }}}

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