An open letter to the board and members

This is an open letter to the board and membership (including my fellow 20-30 official “Association Members” (copied) as well as the 150,000 or so account holders we effectively represent) concerning recent events that could affect the ongoing viability of the organisation. Bearing in mind that this is an organisation built on trust, I implore you to follow my example in exercising extreme caution when we are called to necessarily intervene in resolving the deadlock. Despite claims to the contrary there is no urgency and the last thing we need now is an Iran style election (whether or not legitimate, perception is everything).

The Problem

It appears (from my perspective as an outsider, albeit with the benefit of various insider accounts) that the board has split into two factions. On one hand we have the “old school” who have been on the board for a while (some would say too long) and the other “reformist(s)” who seek change, yesterday. They are now on a crash course that will invariably result in the loss of committed contributors, or worse, loss of trust from the community. In any case a confrontation poses a serious risk to the organisation’s future, and with it the community’s access to an alernative to commercial certification authorities.

In requesting and receiving the official member list as well as proposing a number of new members (who are presumably sympathetic to their position and will vote for any motion they submit) it was already clear that plans were afoot for a “coup d’état”. Now that an SGM has been proposed to “get this over with” complete with a clear agenda there is absolutely no doubt about it:

  1. Acceptance of new members. (E.Schwob, A.Bürki, I.Grigg)
  2. Vote that the committee of management no longer enjoys the confidence of the members.
  3. Vote that the committee is hereby removed from office and election of a committee shall immediately follow adoption of this resolution.
  4. Election of a new committee of management.

It is no wonder that the existing board feel they are under attack – they effectively are – and given the “soonest this could be done is in 7 days” they are no doubt starting to feel the pressure. I don’t buy it. Yes, the auditor recently resigned and yes we will eventually need to get the audit back on track, but right now the number one issue is restoring stability to an unstable structure and minimising collateral damage. This needs to be done slowly and carefully and those promoting panic are perhaps deserving of the suspicion they have raised.

It is not my intent to start (yet another) discussion, rather to propose a safe and sensible way forward that will ensure CAcert’s ongoing viability while protecting our most valuable asset: the trust of the community. Should the SGM proceed as planned (whether or not it is successful) I will be the first to admit that the trust is lost.

The Solution

The very first thing we need to do is expand the membership base by one or two orders of magnitude, as Patrick explains:

Increasing the number of members, will increase the stability of your organization. It is more difficult to try a Coup d’Etat or a revolution when you have to convince 200 voting members than 20. On the other hand, major changes will be slower for the same reason.

Any structure with a broad base is far more stable than the top heavy structure we have today (the subversion of which requires a mere THREE new members to be proposed at SGM!).

The two main obstacles to becoming a member today are:

  • A convoluted process requiring a “personally known” proposer and seconder as well as an explicit vote from the committee
  • A token USD10 annual fee, the proceeds of which (around €200) are a drop in the ocean

Fortunately the committee has the power to require “some other amount” (including zero) at least until such time as the organisation’s rules can be updated accordingly (see CAcertIncorporated and the Associations Incorporation Act for more details). Accordingly the membership fees for 2009/2010 should be immediately suspended as members are far more important than money right now.

The process for becoming a member should also be streamlined, if not completely overhauled. Surely I’m not the only one who considers it ironic that an open, community driven organisation should in fact be closed. Building the broadest possible membership base offers the best protection against attacks like this (and yes, I consider this an attack and urge the attackers to back off while the structure is stabilised). Associations are typically limited by guarantee – which means that becoming a member involves a commitment to pay a certain (usually token) amount in the event that the organisation should be would up (as opposed to companies limited by shares, where the liability is limited to the value of the shares themselves). People are far more likely to agree to this than reach into their own pockets (even if only due to laziness) so this change alone should make a huge difference.

The invitation to become a member should then be extended to some (e.g. assurers, assured, active cert holders, etc.) or all of the existing users, whose membership applications should be processed as efficiently as possible. Ideally this would be able to be done online as [an optional] part of the signup process (perhaps relying on Australia’s Electronic Transactions Act to capture electronic signatures) but for now the rules require writing or digitally signed email. A temporary “pipeline” consisting of one or more dedicated proposers and seconders could be set up, processing digitally signed applications from members as they arrive. The proposer and seconder requirement (who must be “personally known” to the applicant) should be eventually dropped and the “default deny” committee vote be dropped or replaced with a “default accept” [after 7 days?] veto. In any case only those with an existing interest in CAcert (e.g. a user account) will be eligible at this time so there is little risk of outsider influence.

Once we have a significantly larger membership base (at least 100 members but ideally more like 200-2000) we can proceed to an orderly election of a new board with each candidate providing a concise explanation of their experience and why they (individually) should be selected as representatives. The resulting board would likely be a mix of the two factions (who would hopefully have agreed to work together) as well as some “new blood”.

I hope that you will agree that this is the best way forward and that those of you who have offered support to the revolutionary(s) reconsider in the presence of this far safer alternative. Should they press on with the SGM I for one will be voting against the motions (and encourage you to do the same), not because I don’t agree “it’s time for change” but because of the way it has been effected.

By Sam Johnston

Sam Johnston CMgr FIML GAICD MACS Snr CP is an Australian technology executive and serial entrepreneur with over 20 years experience founding and advising startups, and in leadership roles at top global technology companies including Citrix, Google, and Equinix.

Sam is currently the director of labs at DXC Technology, whose mission is to ensure the company is fully equipped with the emerging digital technologies it needs to lead clients through accelerating change, including drones, robotics & humanoids, 3D printing, computer vision & voice, augmented & virtual reality, artificial intelligence & machine learning, blockchain, chatbots, and quantum computing.

Sam has a bachelor of computer science degree from the University of New South Wales, and is based in Singapore, having worked in Australia, Asia, Europe, and the USA.