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CAcert Inc. Special General Meeting 2011-05-08

A Special General Meeting, has been called by Secretary Mario Lipinski. Call.

The meeting will be held the Sunday, May 8th 2011 at 20:00 UTC in the IRC channel #SGM on the irc.cacert.org IRC server. Procedures should be followed, check there for more help. To help, please be there very early so we can get people voiced up.

The meeting is public, everyone is allowed to attend. The SGM will be moderated, only association members will be voiced.

Please make sure your fees are paid up.

Call

Dear Members,

The committee of CAcert Inc. has, in accordance with Part 2, rule 13 of the associations rules called a Special General Meeting of CAcert Inc. for Sunday, May 8th 2011 at 20:00 UTC to take place in the IRC channel #sgm on irc.cacert.org.

Proxys have to be notified to secreatary@cacert.org before 2011-05-07 20:00 UTC in signed mail. Early votes seem not to be possible for this meeting because of the required procedures.

The only business to be transacted at this meeting is the appeal of Guillaume Romagny against the board decission regarding the complaint by Ulrich Schröter under rule 12. His request for appeal [1] is attached, containing the full quoted statement by the board which is also available from the list archives [2].

Feel free to use the cacert-members@lists.cacert.org mailing list by copying mails there or the wiki page http://wiki.cacert.org/SGM/Next for coordination with others members.

Please also ensure that your membership dues are current, as you may not be entitled to vote otherwise. You are currently paid up until 2016-06-30 (*).

(*) Especially if you paid via bank transfer your payment might not have been processed yet. In this case or you feel anything is wrong regarding your payment contact secretary@cacert.org so this can be sorted out in time.

[1] https://lists.cacert.org/wws/arc/cacert-board/2011-04/msg00010.html [2] https://lists.cacert.org/wws/arc/cacert-board/2011-04/msg00008.html

Mario Lipinski CAcert Inc. Secretary

Log

• https://svn.cacert.org/CAcert/CAcert_Inc/General_Meetings/SGM-20110508/2011-05-08.225352+0200CET.txt

Minutes of SGM 2011-05-08

• (by using AGM 2008/2009 minutes as a blue print)

0. Pre-Meeting

0.1 Call for Special General Meeting 2011-05-08

• Date set for SGM: 2011-05-08, 2011 at 20:00 UTC

• Notification for SGM sent by Secretary: 2011-04-17 https://lists.cacert.org/wws/arc/cacert-members/2011-04/msg00006.html "Notification of special general meeting 2011-05-08"

• The meeting was duly called by the Secretary 2011-04-17 on the association member's maillist:

  • Dear members,
    
    The committee of CAcert Inc. has, in accordance with Part 2, rule 13 of
    the associations rules called a Special General Meeting of CAcert Inc.
    for Sunday, May 8th 2011 at 20:00 UTC to take place in the IRC channel
    #sgm on irc.cacert.org.
    
    Proxys have to be notified to 
    secreatary AT cacert.org
     before 2011-05-07
    20:00 UTC in signed mail. Early votes seem not to be possible for this
    meeting because of the required procedures.
    
    The only business to be transacted at this meeting is the appeal of
    Guillaume Romagny against the board decission regarding the complaint by
    Ulrich Schröter under rule 12. His request for appeal [1] is attached,
    containing the full quoted statement by the board which is also
    available from the list archives [2].
    
    Feel free to use the 
    cacert-members AT lists.cacert.org
     mailing list by
    copying mails there or the wiki page http://wiki.cacert.org/SGM/Next for
    coordination with others members.
    
    Please also ensure that your membership dues are current, as you may not
    be entitled to vote otherwise (*).
    
    
    (*) Especially if you paid via bank transfer your payment might not have
    been processed yet. In this case or you feel anything is wrong regarding
    your payment contact 
    secretary AT cacert.org
     so this can be sorted out in time.
    
    [1] https://lists.cacert.org/wws/arc/cacert-board/2011-04/msg00010.html
    [2] https://lists.cacert.org/wws/arc/cacert-board/2011-04/msg00008.html
    
    -- 
    Mario Lipinski                  
    mario AT cacert.org
    CAcert Inc. Secretary           http://www.cacert.org
    
        --- Begin Message ---
    
            * From: Guillaume ROMAGNY <guillaume AT cacert.org>
            * To: cacert-board AT lists.cacert.org
            * Cc: "CAcert Inc. Secretary (Mario Lipinski)" <secretary AT cacert.org>, guillaume.romagny AT free.fr, Ulrich Schröter <ulrich AT cacert.org>, werner AT wombaz.de
            * Subject: Re: Complaint under rule 12 regardin g Guillaume Romagny by Ulrich Schröter
            * Date: Mon, 11 Apr 2011 20:07:31 +0200
            * Authentication-results: email.cacert.org; dkim=hardfail (verification failed) header.i= AT cacert.org; dkim-asp=none
            * Authentication-results: lists.cacert.org; dkim=hardfail (verification failed) header.i= AT cacert.org; dkim-asp=none
            * Openpgp: id=EB42B796
            * Organization: CAcert Inc. association
    
        Hello Secretary, Hello Board,
    
    
        Under the CAcert rules, I hereby appeal from the Board decision and
        leave the Board to call an SGM to vote within the proper time on my
        expellation by the members.
    
    
        Also, I claim as soon as possible, the prepaid membership fees to be
        refunded to me (2nd request!) presumably via paypal transfer.
    
    
        side note : I have a statement to make after all is over the next SGM.
    
        Surprise, you will have, I promise :)
    
    
        Best regards,
    
    
        Guillaume Romagny
    
    
    
        Le 11/04/2011 11:38, CAcert Inc. Secretary (Mario Lipinski) a écrit :
    
        > A complaint by Ulrich Schröter regarding Guillaume Romagny has been
        > received by the board.
        >
        > Ulrich Schröter claims that Guillaume Romagny has persistently and
        > willfully acted in a manner prejudicial to the interest of the
        > association by publishing incorrect statements that he could have
        > easily verified before publishing. By publishing these statement
        > Guillaume has seriously harmed the reputation of the association. This
        > claim is supported by Werner Dworak.
        >
        > According to Ulrich the following statements were made by Guillaume
        >
        >    1. disclosed private information of the former auditor
        >    2. accused the former auditor of illegitimate spending of funds
        >    3. accused the former auditor, now board member, of using CAcert
        >       funds to travel to Australia
        >    4. claimed that the CAcert project is dead since mid 2009
        >    5. requested all sponsors to stop funding CAcert (mail sent to
        >       board and CAcert Inc. members)
        >    6. sent mail to Oophaga with the incorrect statement that CAcert
        >       will stop hosting of servers in the Netherlands
        >
        > The board has investigated the claims, and encountered more statements
        > that support the claim of Ulrich:
        >
        >    7. email claiming that the board has not been able to handle
        >       finance for 18 months
        >    8. email claiming that the board is in a mess
        >
        > All the above mentioned statements are slanderous and Guillaume could
        > have easily investigated the factual correctness of them.
        >
        > Publicly making these types of statements without verifying the facts
        > is unacceptable and prejudicial to the association, and cannot be
        > justified by a right of free speech or democratic discussion.
        >
        > By the number of them it cannot be said that they are not willful,
        > especially [7] that proves his willfulness to harm the association.
        >
        > Given these facts, the committee can no longer tolerate these types of
        > unsubstantiated statements made by Guillaume Romagny and sees no
        > alternative than to remove his right of unmoderated access to the
        > mailing lists, and ask him to publicly correct his statements.
        >
        > Should Guillaume continue to make unsubstantiated and slanderous
        > statements, either on CAcert mailing lists, or in public mailinglists,
        > we see no alternative other than expelling him from the association.
        >
        > The committee regrets having to resort to these steps, as Guillaume
        > has positively supported the association and community for a number of
        > years
        >
        >
        > Background:
        >
        > Regarding statement 1) and 2):
        > In [1] Guillaume disclosed private information of the association and
        > made accusation against the former auditor and now board member Ian
        > Grigg that he had spent money illegitimately. The expenses were
        > accepted by the board, covered by a contract and reviewed by the
        > Oophaga Foundation. Shortly before this email, Guillaume had already
        > been notified by the president with reference to his slander and
        > defamations against other members.
        >
        > Regarding statement 3):
        > In [2] Guillaume accused Ian of using CAcert funds to travel from
        > Austria to Australia. This is wrong as outlined in [3]. The statement
        > also demonstrates Guillaume acting in a way prejudicial to the
        > interests of the association.
        >
        > Regarding claim 4):
        > In [4] he offended the claimant with a false accusation. The disclosed
        > information is public [5]. Also his statement "The truth is the CAcert
        > project is on a dead end. The reputation of CAcert Inc. is over since
        > mid 2009. This is a fact." is prejudicial to the association. And by
        > his statement "Without a clean-up, I have no interest in the
        > association since I stopped being a Board member in early 2010." it
        > can be assumed that the respondent has no longer an interest in the
        > association, as the "clean-up" is unlikely to happen - the membership
        > has just elected and given its support to the members of the current
        > committee that Guillaume opposes. Also his statement in [6] is
        > evidence that he is no longer interested in the association pursuing
        > its interests as supported by the majority of the members.
        >
        > Regarding claim 5):
        > In [7] Guillaume formally called on donors to stop giving money to
        > CAcert Inc. This clearly is acting willfully prejudicial to the
        > association's interest. The association depends on donations to fund
        > its operations (mainly hosting). Calling for a stop to donations is
        > asking to remove the fundamentals for the associations existence. This
        > is unacceptable and willfully prejudicial to the association. In this
        > message he also claimed the board's statement being false without
        > providing any evidence, which is also harmful to the association.
        >
        > Regarding claim 6):
        > Already in [8] Guillaume had accused the board of CAcert Inc. of gross
        > negligence based on false facts. He further accuses the board of
        > intending to cancel all hosting with BIT in Ede. This is false, it
        > only applies to the infrastructure (non-critical systems) as pointed
        > out in [9]. As board member he should have been aware of the facts.
        > This almost resulted in expelling Guillaume from the association but
        > could be averted by a formal correction of his statements.
        >
        > Regarding claim 7) and 8):
        > The claim is made in [11], on March 14, although his questions on
        > finance status were already answered on February 10, in [12].
        >
        >
        > [1]  
        > https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00118.html
        > [2]   https://lists.cacert.org/wws/arc/cacert-board/2011-02/msg00165.html
        > [3]   https://lists.cacert.org/wws/arc/cacert-board/2011-03/msg00042.html
        > [4]  
        > https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00130.html
        > [5]   http://wiki.cacert.org/AuditBudget
        > [6]   https://lists.cacert.org/wws/arc/cacert-board/2011-03/msg00060.html
        > [7]   https://lists.cacert.org/wws/arc/cacert-board/2011-03/msg00048.html
        > [8]   https://lists.cacert.org/wws/arc/cacert-board/2009-11/msg00250.html
        > [9]  
        > http://wiki.cacert.org/Brain/CAcertInc/Committee/MeetingAgendasAndMinutes/20091206
        > [10] https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00104.html
        >
        > Other documents:
        > [11] https://lists.cacert.org/wws/arc/cacert-members/2011-03/msg00015.html
        > [12] https://lists.cacert.org/wws/arc/cacert-members/2011-02/msg00006.html
        >
        > -- 
        > Mario Lipinski                  
        > mario AT cacert.org
        > CAcert Inc. Secretary           http://www.cacert.org

0.2 Agenda

• There is only one agenda top for this SGM:
• Meeting Administration
• The only business to be transacted at this meeting is the appeal of
  • Guillaume Romagny against the board decission regarding the complaint by
  • Ulrich Schröter under rule 12. His request for appeal [1] is attached,
  • containing the full quoted statement by the board which is also
  • available from the list archives [2].

0.3 Administration

Voting. VoteBot was approved by the previous committee for use in the past GM's eg. m20090701.1 and the current committee saw fit not to change it. VoteBot was improved by Philipp Dunkel for this session, removing some of the difficulties seen in previous GM's. Philipp Dunkel did some enhancements to the code so private voting to votebot is possible for this meeting.

Typographical Notes. All times are UTC. Minutes prepared by Dirk Astrath, enhanced by Ulrich Schroeter. Source material was the IRC log (times in irc log are CEST local time (-2 hour for UTC times)) recorded by Marcus Maengel.

1. Meeting Administration

The SGM was held on 2011-05-08 via IRC.

• Attendees	26 members
  Proxies	3 (5) proxy votes x1)

• x¹) from 5 given proxies, 2 members were online in the meeting and gave their vote by themselves, so in summary there are potential 29 counting votes

• Votebot wasn't online / out-of-service
• Meeting was opened and chaired by the president Lambert Hofstra at 20:22 UTC with a 22 min's delay

1.1 Identification of members with voting rights

Secretary Mario Lipinski "voiced" the members that were entitled to vote.

1.2 Business

Agenda presented:

• This is a Special General Meeting. This SGM has been called by the board, with the only agenda item being the appeal by Guillaume Romagny.
• We're currently working on an issue with the vote bot. The votebot was going to allow us a secret ballot system. However, in the absence of that we can do two things: either vote in public, or send votes to a single person, who then reports the votes.

2. Ordinary Resolutions

2.1 Ordinary Resolution: The appeal by Guillaume Romagny

• A proposal to vote in public was made by the president

• Motion:

  • I propose to vote in public

• CARRIED by

  • AYE: 20

  • NAYE: 2
  • ABSTAIN: 1
  • Dupe votings: 1 (do not count)
• Ok, so far it seems the majority is fine with public voting
• Are there more presons who specifically want secret votes?
  • No answer from the floor
• And if so, would they accept sending me their votes in a private message, with me reporting the result?
• Question to the voter with objection: would that be acceptable for you?
  • A: If the majority is accepting a public vote I have no specific reason to vote in private.
• Questions araised from the floor whats the context of the voting ?
• Intro by chair

  Then, first let me explain what the issue at hand is
  
  A short summary:
  A complaint was filed by two members, because of the messages send by Guillaume to the various mailing lists. These messages were seen as inappropriate.
  This is a serious issue, but also difficult since Guillaume has contributed a lot to CAcert in a positive way in previous years.
  The board has reviewed the complaint, and ruled that indeed these messages were inappropriate, and are harming CAcert, CAcert Inc., and specific members.
  The board ruled that Guillaume is not allowed to send this type of messages in the future, and if he would do so in the future, he would be expelled.
  Now Guillaume has appealed to the ruling of the board.
  The single question here on the table is: do the members agree with the board decision or not?
  So we're NOT voting to expell Guillaume

• discussion on the floor followed:
• Thought experiments: what will happen if we vote the board decision as not acceptable?
  • A: then we have an issue, and the members need to come up with a new ruling
  • Q: What happens if we dissent with the board's ruling? What has to be done then?
    • A: you should come up with a motion yourself and the board would have to decide how they respond
• Q: How about the moderated Mailing list access?
  • this opened a wider discussion
• President explains the board ruling:

  • in a way: the ruling of the board includes two things:
    1) the messages were inappropriate (no facts, could easily have been checked/verified)
    2) the ruling: he's not allowed to do this again, and will be expelled if he does
    That is the ruling: 
    moderated list access. But this would still allow him to send incorrect messages on lists that are not controlled by CAcert

• Q: "the ruling: he's not allowed to do this again, and will be expelled if he does". Who determines that he has "done this again"?
  • A: The board. The ruling is based on an investigation of evidence, so if new info comes up, the board would have to look at it again
• Q: so this is, in effect, just an official warning?
  • A: Yes. But also the last warning
• Q: OK, let me phrase this as a question then: why does the board think it is not enough to simply respond (like it did) to show the inappropriateness and/or inaccuracy of certain messages, and why does it want to block Guillaume's access to the mailing lists instead? As I read the board's decision it is more than a warning: it takes away Guillaume's rights to post to a CAcert mailing list without consent by some (yet unnamed) moderator -- that's quite something.
  • A: There have been more messages before, and no response to previous messages to Guillaume. We still need a form to implement it
  • A: It is not the first time Guillaume severely offends other people and harms CAcert. He got away with a warning last time and there was already talks about expelling him at that time. This time his unmoderated access to some mailing lists was revoked, as he seems not to have learnt since last time.
  • A: does not give you the right to just say anything. This freedom comes with the obligation to investigate what you write
  • A: I agree, but is censorship the proper answer? That is the core of my question?
  • A: actions up to the boards judgement ( ie: no second appeal)
  • A: So for now we cannot just say do not do it again. We need some kind of punishment. But looking at history expelling him right away looked to hard.
• Secretary lists the proxies:
• SGM 2011-05-08 Proxies:

  • Ulrich Schroeter	Dirk Astrath	x1
    Ulrich Schroeter	Philipp Dunkel	x2
    Ulrich Schroeter	Dominik George
    Werner Dworak	Dirk Astrath (secondary)	x1
    Markus Maengel	Ulrich Schroeter	x3
    Dirk Astrath	Ulrich Schroeter (secondary)	x3
    Wytze van der Raay	Gary Lee Adams	x4
    Lambert Hofstra	Gary Lee Adams (secondary)	x4
    Mario Lipinski	Philipp Dunkel (secondary)	x2

• Motion:

  • Do you agree (yes, or aye) or not agree (no, naye) with the decision of the board?
    So AYE if you agree, NAYE if you do not agree with the current ruling

• CARRIED by

  • AYE: 22

  • NAYE: 4
  • ABSTAIN: 2
  • Dupe votings: 3 (do not count)
• President presented the inofficial result:
  • I have 23 votes agreeing with the board ruling
  • I have 4 votes against the board ruling
  • I have 2 votes abstaining
• Because of the high number of AYE votes, I interpret this as an acceptance of the ruling of the board. We will give you an official result, but the distance between AYE and NAYE is so big that it will not change the outcome

3. Question time

• Q: Who gives Guillaume the result?
  • A: there will be an official communication by the Secretary
• Q: Who is going to be responsible for the imposed moderation?
  • A: we will think about that later
  • Q: Hmm, isn't that a bit odd? Especially considering the heavy penalty placed on the outcome of this moderation?
    • A: everyone should know how to behave. The moderation is more or less just a protection to get again false statements published and causing further harm to the association and individuals...
    • A: if you have a solution we would be interested to hear it. But I'd like to take that offline
      • A: I certainly don't have a solution for it, in fact it is one of my reasons to vote against the board decision -- going the censorship path is a very slippery road.
    • A: not the outcome of the moderation is under penalty but writing such mails itself
    • A: the moderation is to determine whether an email is inappropriate. That is not always an objective decision unfortunately
    • Q: If a mail would be held back by moderation, this might be forwarded to board and result in penealizing GR as ruled - otherwise the mail would be published.
      • A: agree, we need to think about it. Could even be a "after-the-facts" moderation
      • A: I'm against the moderation as well, but I want to know what is the next step, the explanation of mario is good! an e-mail is going through, or it is the basis of further board ruling (so we learn about it from the protocol)
      • A: What Mario does not explain is HOW the moderation will determine that an email is inappropriate
      • A: I see the moderation secondary, If Guillaume doesn' write, there is no moderation.
      • A: And I'm afraid that there is no objective way to do that
• Q: If the inappropriate behaviour continues, do we have to meet again?
  • A: no, the ruling is clear
• Q: How will documentation be done?
  • A: If a moderated email is to be held back, this would require a decission of the whole board, which is published due to our open governance.
• Chair calls to order
  • We will discuss the moderation, and will get back to you because this is an open organisation, you will be informed

4. Meeting closure

Chair closed SGM at 21:10 UTC. Thanks all!

5. Motions within SGM

• agm20110508.2.1 - As of missing votebot, the proposal to vote in public	{g} CARRIED
  agm20110508.2.2 - Agreement to board's decision and ruling over appeal by Guillaume Romagny	{g} CARRIED

• CategoryCAcertInc