Since there are enough members there, I open the meeting. I hope Michael will come soon. Etienne cannot attend now, I hope he will come later Hi guys Has everyone read the minutes? Can we accept them? hi not yet just a minute ok, the 1.3 Who makes the minutes today? Minutes: 2.2 talks about CCA and CPS but that should be in 2.4 right? I'll take the minutes if required Michael, there was no strict separation of 2.2 and 2.4. Alot of items for 2.4 was discussed in 2.2. Alex, that would be nice For todays agenda: OFT report was already finally handled in last meetings so we should delete it All are late items! I wanted the confirmation that everything is done and no negative return came. So I think we have 2.3 but close it very fast. Alex, indeed. So we have 2.1 Can we come back to 1.2 and accept the minutes? For last meetings minutes: it would be more readable for someone who didn't take part in the meeting to aqctually sort the discussion into the right topics but no factual corrections from my side Propose and Aye aye I suggest we agree it now and you or me can bring it to better shape later aye Second and aye Ben, your voice BTW, is Dirk there or only hisserver? aye carried 1.4 Is something to disclose from board private? We did some recruiting for AU board members and permissions review was due Ok. There's also some information on an ongoing arbitrations case Do you regard it important to mention? which one? the arbitration thing? yes yes I consider that part of the open government principle ok we don't publish the full details just that board was informed on some steps to arbitration case a20121228.1 the rest can be read on the public part of the arb case itself Fine. And now to 1.5. Is something to add to the agende from board mailing list or other sources? I see nothing. nope 1.6 Any action items to discuss? 2.1 Sice the invitation to the meeting was late and the minutes too, I move to accept all topics today as late business Second and aye aye aye aye Michael? aye carried 2.2 Create a subcommittee. Michael, whom did you ask, what was the response? Did some other do something? I got no more mails than those also sent to private so there is robert who is definitely going for it and ben dechrai who said he would assuming there are no legal implications but I responded that there are so I'm not sure where he stands now Hmmm, strange and boring. That means, we can count on robert and declare him board member but you are reluctant about Ben Dechrai? I'm especially confused because I already informed about the legal implication in a previous mail that would be one possibility I the past I interpreted Bens mail as a confirmation. But you think we need a more sraigt confirmation from Ben? "As stated before, I am happy to be a "sleeping" board member for the purposes of satisfying regulatory requirements, if there are no legal obligations or implications of holding this position." I think, since there are no essential obligations and implocations, this should be fulfilled. What do the others think? So as there are legal implications of holding that posistion I don't want to decide for Ben. Your opinions? I think a formal acceptance is a good idea we need to wait for Ben D to reply to your last email. Alex, acceptance from him of from us? From him i agree to Alex Also AU members need to be on Board - which means one or two EU members need to join the subcommittee So we have to comminicate with Ben D and wait. This is a formality, I assume. In the last subcommittee it worked well Sure but especially with the upcoming association move there are some unusual issues that might go wrong I suggest, first we accept Robert and Ben D asnew bord members and the decide who moves to the subcommittee Can we accept Robert now or is more discussion needed? Accept Robert, make space for Ben but wait for acceptance, move two to subcommittee Internally the subcommittee members are regarded full members, only formally they are not. Understood - this is a legal technicality mhh yes we coould already form the subcommittee also with ben in it that has no legal implications whatsoever and only one board member is replaced by robert. once ben accepts another board member can be replaced I hope Etienne will show up later, so I suggest we postpone discussions that could concern him. Etienne is secretary so it wouldn't be a good idea if he stepped back I'd suggest non-office-holders for subcommittee - that would be Dirk and Jurgen iirc alex-uk: all board members plus robert and ben dechrai will go in the subcommittee the non-office-bearers are candidates to step back and be replaced with the australian baord members Since Dirk is a sesoned member, UI assume he agrees even if he is not here now. I move to form a subcommittee subject to the rules usually applied to the committee consisting of: Werner Dworak, Alex Robertson, Etienne Ruedin, Jürgen Bruckner, Benjamin Ball, Dirk Astrath, Robert Cruikshank, Ben Dechrai and Michael Tänzer rules meaning meetin announcement quorum etc. Second and aye aye aye second and aye aye Carried Do we need to formally accept Robert Cruikshank as a board member? Now we have one AU board member ready to join in so one board members has to formally resign ideally one board member that doesn't hold an office and is not Australian. That leaves Jürgen and Dirk jbruckner officially resigns to bring Robert into the Board OK I move to accept the resignation of Jürgen Bruckner second and aye aye Thanks and aye aye This looks carried Do we need to formally accept Robert Cruikshank as a board member? I nominate Robert Cruikshank for the open position in the CAcert Inc. comittee Second and aye second and aye I second him aye Carried Is ther still something tp discuss to 2.2 now? It doesnÄt look like. So 2.3 State OFT report. Any resonses or remarks? responses Nope no responses AFAIK nope 2.4 Move CAcert Inc. to another country yay now for the fun part Jürgen, can you tell us something about Austria? 1st Draft document presented as promised Werner what especially would you know? There has been some discussion but I expected more, also from other members How do you regard the legfal condition for a residence of a a new CAcert organiosation in Austria and what organisation forms come in closer choice? I think we should come to a preliminary decision on a country then research concrete steps that would need to be taken in that country and if there are major block reevaluate the decision otherwise go ahead In Austria there are two possibillities the austrian association - called here 'Verein' or the austrian cooperative - called 'Genossenschaft' How well does either work with an international board? where the association would be preferable The other choice could be an European cooperative. Dos someone have information about it? Eva? especially for international organizations, the Austrian law has own regulations EU forms need large capital - 30000 Euro for co-op no I know that Benedikt did some research about the European cooperative. As far as I know it is not legalized yet. this is meant for associations EU coop is legalised EU association is not Afaik EU cooperative exists, but EU association is still in discussion thats correct, Werner there are not many organisations that are EU cooperatives so that would be more complex as there's less experience with it out there so if we add the complexitiy of the association move it might get over our heads and 30000 euros capital required! Alex, afaik the AT and DE association has no problems with an international board, theer must only a locak representative and a local address as far as i know in germany you only need local address and this address does not need to be one of a board member I assume the same hold true for AT. (and you need to be at least 3 members total) in Asutria you need a local adress and ONE local representative (which dont have to be a board member) .. Austria.. What about documentation - do we need signed documents? in germany you need to be able to go to a notary if you change the rules or board members Jürgen, If I see it right, the Austrian association legal system is similar to Germany but a little more flexible. Yes Werner, thats right In Austria just simple signed documents for founding is needed jbruckner: we need to go to a notary whenever the board changes? s/^/do/ there have to be at least 3 persons who act as founder, and they have to sign the founding documents - no notary is needed Board changes are simply to sign by the secretary you don't have to go to the notary within a fixed timeframe in de as far as i know - at least we lacked in this reagard in some of them for quite a long time without any problems 7 founders in de ok so Austria seems to be far more relaxed bureaucracy-wise you can go down to 3 afterwards (members, total) I'm speaking about total members not board members Austria is sounding good.... i agree Indeed. And afaik data protection ist strict in AT- which is good - but a little relaxed to DE which is also good because we can be more strict if we want and don't have to when our unusual organisation would be hindered In Austria there is no distinction between registered and non-registered association Mostly we are more strict internally with data protection than legally required What about international subsidiaries - for tax relief for example So CAcert incorporates in AU but owns CACert DE inc At least for donations we have secure-u on Gemany. But this doesn't hold true for membership feed for CAcert. In Austria an association ist automatically 'non-profit' from founding on Similar association in outger countries should be rather easy. Inside one country tax deducion should be rather easy, but cross border can be a problem So it may be worth having DE and perhap NL - but other countries perhaps not. We have secure-u for germany and the would have cacert in Austria for tax-deductlbile donations that covers most of our user base Jürgen, it is difficult to translate "gemeinnützig" to English. Neiter "non-profit" nor "charitavle" really fits yes thats true What sort of cost and what sort of bureaucracy to an AT association?? jbruckner: any special bookkeeping/finance stuff to be aware of? forming the association is around 60-90EUR in Austria Michael, its very similiar to Germany I assume the new CAcert is legally independent of the old CAcert Inc. so it should be easy to have both parallel till everything is moved . I agree to Werner It might need to be independently funded initially.... This should be not big problem. We can collect membership fees and hole for some donations hope donations for? funding? ok as I stated before I think we should decide which country we want to go for because having a decision and getting things rolling which might turn out as not the most optimal country is better than searching forever for the perfect country ... did you mean for funding a new Association? CAcert inc probably should not fund setting up the new Association - it needs to be able to "buy" the old one... it has to be the legal successor if the old one should or may be closed therefore I'd like to hear votes for the following countries: UK, switzerland, Germany, Austria. I propose the following mode: each country you vote aye or naye the country with the most ayes wins. If there's a draw we make a vote just between those countries if there's still a draw after three votings the winer is chosen by fair dice roll Michael, it looks like founding the new CAcert association in Autria fore sure is a good solution and I could not see any reservation up to now, so this should be our main target i agree to werner! "buying" the old org is the easiest way to ensure that the new org is the legal successor how many members do we have in austria? I'd go with AT ok no vote then austria it is +1 Michael ;) Associations can usually not be sold I assume ther will be no reservation from Dirk and I hope fromEtienne too. at least in the NSW act there's no such concept as far as I read it But you can tell a legal successor and transfer all assets Since the new association is nor profit too, maybe even charitable, it should be easy to tranfer funds. the new one should not "own" the old one but be the successor so all assets are moved to the new one and not hold through the old one you can dissolve it and when doing that you can decide how to distribute its assets hi ... http://www.austlii.edu.au/au/legis/nsw/consol_act/aia2009307/s72.html hi dirk Our server are maintained by CAcert but operated by secure-u, so we have s safe transfer in any case. Another organisation I was involved with merged with a new organisation by resolutions passed at AGM. Agreements to transfer assets (money) etc was simple enough. Dirk, it looks like all support Austria as location for the new CAcert association. Any reservation from you? BenBall: yep, merging, renaming etc. within the same country is a no-brainer because it essentially stays the same organisation but international transfer is more complicated because usually legal systems are rather ignorant when it comes to acknowledge foreign legal bodies in all their facettes it's more like there's a legal body outside our borders so you can trade with it and so on but when you make special things with it it becomes more complicated it's like passing void pointers arround So the new and old assocuations should be legally independend, the new only being the successot regating assets yes Werner, i think so too you might know that there's a special object behind it but the compiler doesn't know what's behind it and you need to get ugly and make casts It could be handled by "running down" the assets of the old org prior to closedown and ensuring that new fees etx come to the new association alex-uk: we still need to transfer CCA and to make things more complicated we need to transfer CCA for assurers that have done assurances in the past but are now inactive I don't really see an issue there - it needs a simple mod to CCA to allow for heirs and successors. you need to transfere a lot - with a successor part it is quite easy to "take all", even stuff you don't think about @werner if possible i would prefer a non-euro-location (like switzerland/...) ... but if everything i clear (i just read the log of the board-meeting) i'm fine with austria ... anyway it's not that complicated to make the new org a successor to the old so we should do that CPS is a bigger stumbling block as it explicitly disallows transfer of the CA Disk, what could be a reason dor a non-EU country? Up to now everything speaks for EU Dirk for the subcommitee ... yep ... it would step back to make place for a regular AU-board-member ... since my time for meeting in the morning is quite limited ... non-euro <> non EU dirk: non-euro is not that easy payment-wise. CH is part of SEPA but not EWB which means it's a bit more complicated then within EU dirk: we currently don't have a second AU candidate @werner if something "goes wrong" is easier for officials to act within the EU ... but as i said: if this is isn't possible, i'm fine with austria ... Alex. as any policy, the CPS and CCA can be changed. And if I understood Eva right, the CCA as a contract can be unilaterally changed. Who disagreed is out, all others are in. that's how I understand it i see that with CCA in same way And not to forget, if there is no claimant, there is no judge If someone disagrees, I assume the arbitrators will find a decent solution. ok I think we stick with Austria for now and now have to plan the next steps forming an association should not be that hard but we need to do some things - we need a constitution I assume one of the first steps is to activate the policy group and to the required changes to CCA, CPS and other policies concerned. are there language requirements for this in AT? can we do that in English or has it to be in German? - we need founding members it has to be in german in austria, but i dont see any reason against to translate it to english again: anyone in the EU or AT only? do the founding members have to actually meet? ok we can do a non-binding english translation of the constitution and do the binding variant in german Correct Michael! From my experience, if a native German speaking person creates the bylaws, ha should start in English and then translate it to German. So you get better formulations - we need an address/contact person: jbruckner can you do that? yes i can do that WernerDworak: we could start with the current constitution of CAcert as a starting point Jürgen, do the founding members have to actually meet? Werner, yes, but i didnt read anywhere that it couldnt be an 'online' meeting then assuming that goes well we need to prepare for old org to transfer everything to the new org that means policies, contracts etc. Michael, I assume the new CCA should be the old CCA with as little changes as possible. The same hold true for the bylwas of the new organisation the CCA is not relevant to the Austrian authorities so we don't need a german variant there I suppose But since legal differences some more changes could be required. i do not think that the cca has to be in german but it's just a guess in the CCA we could still say we base it on Australian law i guess? after all it's only relevant to our internal arbitration if there had to be changed in the policies/... independent of the association move we should handle this differently ... so it's not possible, that the move will get delayed due to a "naye" for another non-move-related change ... in fact i think that we just need to have the bylaws in german, all other documents can be in english Michael, with "But since legal differences some more changes could be required." I meant the bylaws or constitution as you called it. @neo i think it should be possible in most cases (with exceptions to really basics of AT/EU law - but that should not concern uss) but i'm not a specialist in at law - i'm only doing educated guesses here - we have to get a bank account for the new org Indeed. BUt the location of that bank is rather uncritical Michael, yes, but i think it dont have to be in Austria after we have checked all of the above there's one more thing: cancel old org and distribute all funds to new org s/funds/assets/ Jürgen and Michal, how about cross border tax deduction for membership fees? neo that should be handled in the old org but the new one has to exist - you can prepere it parallel to funding a new one If it is not possible, maybe Germany with nost community members should be the preferred banl location Don't know about that. I think I heard that someone said you can deduct membership fees for cross border membership fees but that's not a very solid statement jbruckner dont know about it ok lets distriibute tasks: who works with policy group to prepare our policies for the move? i volunteer to work with policies +1 +1 Fine Thank you I can do that with Eva Fine. +1 founding the new org: jbruckner can we two work that out? yes sure Michael! BTW, shall we explititly appoint a policy officer or is it not really needed? it would be great to have one i suggest Eva as Policy Officer ;) i would even volunteer - if i would not be an arbitrator and that could be a big CoI I move to appoint Eva as Policy Officer Indeed, this CoI should be avoided second and aye ok I draw back Megan volunteered in the past... ok i withdraw 2nd ... i could step back as arbitrator but i doubt that would be a good idea... Is she still willing to do that? That means mostly making redactional edits to the policies was talking about megan Eva, NO that wouldnt be a good idea ... but Megan didn't show any activity. A pure figurehead is of no use There hasn't been much activity since then.. Alex, do you thik Megan would really have the reigns firm in her hands? I can ask - she's out at the moment, I meant reins This can be progressed next meeting. Ok I suggest we need some idea of what we need to do to form the new organaisation This can be in parallel with getting the changes we need to make to policy prepared yep jbruckner and me will figure that out and present it to the board once we have some substance or are there any wishes? Eva and I can do the same with policy change prep. I would wish for the fiscal year to correspond to the calendar year but apart from that i can't think of anything speacial that needs changing BTW what shall be discussed and done at board level, what discussed in the board mailig list and other list, when shall we inform the community and include them on our considerations? thats a good idea Michael we can announce our decision to dig down into austria on board, members and cacert general disuccion list I think but without a proper concept involving cacert discussion might also lead to a lot of ideas streaming in which are not easy to handle I think too fiscal year should be calender year. so I would go for board and members at first Inc is primarily about administering the infrastructure on behalf of the community - most of the community don't care as long as ot wotksd it works Michael you are right. Before we start to publish we should have a concept with some flesh on it. not just bones Alex, indeed. Most community members are not aware of te Inc and not interested in details So to summarise... 1)we look at AT 2) Jurgen and Micheal look at setting up an associtation 3) Eva and I look at policy changes. Do we need any more at this time? Who looks for bank accounts? What is needed about Bank Accounts? Can we do that before neworg is formed? I think juergen and I can do that after we have cleared the association stuff up you can collect information before it is formed - parallel sure before we have actually formed it but after having some basic understanding of the concept My intention was, the new association needs a bank account in a rather early phase. meaning how many board members can authorise financial transactions etc. should somone over there compare banks in terms of friendliness online banking access online banking - multiple approvals online for payments international rates and fees monthly fees Jürgen, do you know it the creation of an association can be online only or if some personal meeting is required? yep something like that. I arlready did a little bit of that work when we were searching for a european bank account for old org but AU organisation was a major nuissance WernerDworak: we'll figure that out off-meeting ... which is now over. Assuciation and bank will be both EU or at least SEPA of course Question time?? Is there somethig still for 2.4 or can we go to 3.0 Question time? u601: your turn ;-) 3.0 Question time Are there other questions? that is a question WernerDworak :) you've just decided for a move to AT .... whats about Communications to the public ? blog post, mailing list first, before you continue with all other stuff ... to collect some more thoughts, problem issues ... I see none. So I come to 4.1 communication was just discussed if i remember correctly u601: we handled that first members only until we have a concept, that will go request for comments and public Comms was just discussed. Uli, we decided to wait with that till some substance is there 4.1 date of the next Committee Meeting now you think in your cloud towers ... bring out some plans that will be pushed down ... so why not do step by step ... you've decided for AT ... now hear the community ... Uli, can't you read? there was no motion, was tehre? no there wasnt uli I'm sure there will be a moderate flame -war about which country is best and we won't get any closer to actually moving Eva, we should check details, the move didn't you brought from several countries down to one ? then# 4.1 date of the next Committee Meeting this is a decision, not yet covered by a motion, but its a pre-decision .... without a motion there was no actual decision What will we meet next? 2014-01-26 09:00 UTC?? yep because we accepted that it might not actually be the best™ couuntry in the world to found the new association, there are always tradeoffs and the tradeoff here is that we don't want to loose any more precious time and just go with a country that doesn't look so bad alex-uk: that is not doable for me Looks good. But we should check is anióther time of day could be better for Etienne I will be part of the Unifest crew one of the biggest student parties of southern germany jbruckner is away that weekend too What times are possible for ben and other Australian members? so I will be cleaning-up and if I'm lucky get some sleep then What about a week later then? how about one week later? there's fosdem but I could probably do a short meeting in between 09:00 or 19:00 most days work for me. Ben, local time or UTC? UTC So 2014-02-02 9:00 UTC???