## page was renamed from SGM/SGM20090725 -ProposedRuleChange200906
## page was renamed from ProposedRuleChange200906

''Note: the content of this single rule change has been sliced up into several rule change motions for the [[AGM/Next|next AGM]].  See that page.''
----

'''By special resolution, it is RESOLVED, that the rules of the incorporated association be amended as follows.'''

'''By inserting the following additional definitions at rule 1(1):'''
{{{
 a Policy means a reference to the Policies of the Community duly passed to at least DRAFT under CAcert Community's Policy on Policy
 a Certificate Authority is an entity that issues digital certificates for use by other parties
}}}

'''By deleting rule 2 and rule 3, and inserting in its place:'''
{{{
2. Membership Qualifications
(1) A person is qualified to be a member of the association if, but  only if:
    (a) the person is a person referred to in section 15(1) (a), (b)
        or (c) of the Act and has not ceased to be a member of the
        association at any time after incorporation of the association
        under the Act, or
    (b) the person is a natural person:
        (i)   who subscribes to the objects of the association, and
        (ii)  who is, at the time of application, an Assurer, within
              the meaning of the Assurance Policy, and
        (iii) who has not previously been expelled from the association,
              unless approved by a motion at a general meeting of the
              association.
3. Application for membership
(1) An application of a person for membership of the association must be
    made:
    (a) in writing or digitally signed email to the secretary, in the
        form set out in Appendix 1 to these rules, or
    (b) in any other such manner determined by the committee from time
        to time.

(2) As soon as practicable after receiving a membership application, the
    secretary must cause to be checked that the proposed member:
    (a) is an Assurer within the meaning of the Assurance Policy, and
    (b) is not an expelled member of the association.
(3) If the secretary cannot be satisfied as to the applicant’s qualifications
    pursuant to rule 2, the secretary must, as soon as practicable,
    refer the application to the committee to determine whether to
    approve or reject the application.
(4) A membership application referred to the committee under these rules
    must:
    (a) be considered as soon as practicable, and
    (b) be approved if the application complies with Rule 2 of these
        rules.
(5) As soon as practicable after the secretary or committee makes a
    determination as to the application, the secretary must notify
    the applicant in writing or by digitally signed email, that:
    (a) the application was approved or rejected (whichever is
        applicable); and
    (b) if the application was rejected the reasons relied upon in doing so
(6) The secretary must, on approval of a membership application, enter
    the applicant's name in the register of members and, on the name
    being so entered, the nominee becomes a member of the association.
}}}

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

'''By deleting rule 9, and inserting in its place:'''
{{{
9. Fees and subscriptions
Members of the association are not required to pay an admission or annual fee.
}}}

'''By deleting rule 10, and inserting in its place:'''
{{{
10. Members' liabilities
No member of the association is liable to contribute towards the payment of
the debts and liabilities of the association or the costs, charges and
expenses of winding up the association.
}}}

'''By deleting rule 11, and inserting in its place:'''
{{{
11. Resolution of internal disputes
(1) Disputes between members (in their capacity of members) of the
    association and disputes between members and the association, 
    are to be dealt with in accordance with the association's Dispute
    Resolution Policy.
}}}

'''By deleting rule 15(1)(b) and inserting in its place:'''
{{{
(b) 6 ordinary members,
}}}

'''By appending the following to rule 19:'''
{{{
    , or
(h) makes, or is required to make a notification to the secretary 
    under rule 6.
}}}

'''By inserting the following at the end of rule 16:'''
{{{
(7) Postal ballots and ballots submitted via the Internet for the
    election of the committee, via digitally signed email or by any
    other proper method as the committee may direct, must be accepted
    for fourteen days prior to the holding of the annual general meeting.
}}}

'''By deleting rule 21(5) and inserting in its place:'''
{{{
(5) Any 5 members of the committee constitute a quorum for the
    transaction of business of a meeting of the committee.
}}}

'''By deleting rule 23(6).'''

'''By inserting, at the end of rule 23, the following:'''
{{{
23A Postal and other ballot methods
(1) Questions may be put by any member of the committee outside
    of a meeting by circulating the question to all board members
    by digitally signed email to a mailing list containing all
    members of the committee.
(2) A question circulated by way of rule 23A(1) is taken to have
    been received by all committee members 48 hours after
    transmission or such other period as may be unanimously 
    agreed on by the members of the committee.
(3) A question so put under this rule shall be voted on by 
    digitally signed email to the committee mailing list, or 
    by any other method deemed unanimously acceptable to the 
    members of the committee.
(4) A question put under this rule must be held open for votes
    for 72 hours following deemed receipt of the question in
    clause (2), or until such time as all members of the committee
    have voted, whichever is the sooner.
(5) A question is not resolved unless it is voted on by at 
    least as many members as would be required to constitute a
    quorum under rule 21(5).

23B Open and transparent governance
(1) The committee must, except as provided in this rule, cause any and 
    all business transacted by it to be published on the association's
    website.
(2) The committee may, by its own motion, close its deliberations to the
    public, restrict access to any document, or do any other thing as 
    necessary for the proper administration of the association.
(3) In the event of the use of rule 23B(2), the committee must
    record and publicly disclose the reasons for its decision.
}}}

'''By deleting rule(26)(2) and inserting in its place:'''
{{{
(2) The committee must, on the requisition in writing or by digitally
    signed email, of at least 5 per cent of the total number of members
    or 20 members, whichever is less, convene a special general meeting
    of the association.
}}}

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

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

'''By deleting rule 33(5).'''

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

'''It is further resolved that the public officer cause the Registry of Co-operatives & Associations to be informed of this rule change, and that the association pay the prescribed fee associated with that.'''

=== References ===

The documents below reflect what the rules will look like with the changes proposed by the motion above merged with them.  To the extent of any inconsistencies between these documents and the actual text of the motion, the motion will prevail.

    * OpenOffice version [[attachment:CAcert-Rules of Association Changes_200906.odt]]
    * Pdf [[attachment:CAcert-Rules of Association Changes_200906.pdf]]