[Europe] OSGeo Europe - General assemblee - 27 JAN 2022 17:00 CET meeting minutes

[Dirk Frigne]

OSGeo Europe - General assemblee -  27 JAN 2022 17:00 CET
Meeting minutes

The online meeting opened at 17:00 CET

We registered following attendees:

Dirk Frigne - full member - president
Codrina Ilie - full member - board
Vasile Craciunescu - full member
Markus Neteler - full member
Luis Moreira de Sousa - full member
Gerald Fenoy - full member
Andrea Perego - adhering member
Peter Lowe - adhering member
Torsten Friebe - sponsoring member

Only the full members are allowed to vote.
With 6 full members of a total of 22 full members we are not able to 
take a valid dissolution decision.
The required quorum is 15 members.

In the Belgian Law following is mentionned about this situation:
"In the event that less than two-thirds of the members are present or 
represented at the first meeting, a second meeting may be convened, 
which may validly deliberate and decide by a majority of four-fifths of 
the votes of the members present or represented, irrespective of the 
number present or represented members. The second meeting may not be 
held within fifteen days of the first meeting."

Therefore we will call a second meeting on the same day of the week / 
time as todays meeting, but 3 weeks from now:

Save the date: Thursday , FEB 17, 2022.
Same place: https://meet.jit.si/Osgeo_Europe_GA_2022

The president explains the situation and the latest balance sheet (see 
addendum)
OSGeo has 2 accounts:
550.100 Argenta 35-80 and
550.200 Argenta 49-45

The second account is used by the grass community. The grass community 
decided to host this account by OSGeo US in the future.

The president explains the different options there are:

1. Continue with the orgnization: we will need the volunteers and an 
adapted mission to continue the organisation
2. Decide for the liquidation of the organisation
3. Declare the bankruptcy or the organisation if there is no consensus 
of one of the first two points. (if we don't find the money to pay the 
bills)

If we decide to go for continuation, we should have a plan to secure the 
  income to pay the recurrent costs associated with holding an organisation.

If we decide for a liquidation, we need a new balance sheet.

The liquidation must be made on a balance sheet that is not more than 6 
months old.

The last balance is from 30/06/2021, so we can no longer use it.

Which means we have to draw up a new balance sheet from 01/07/2021 to, 
for example, 31/03/2022.

There must be no debts or receivables on the balance sheet for liquidation.

The accountant will also prepare the necessary reports and deposit them.

In this case we also need the name of the non-profit association, the 
company number and their bank account into which the remaining balance 
should be deposited after settlement.

The last option is by default if we can't pay our bills. In that case we 
have to file for bancruptcy. The president didn't discuss this option 
with the accountant yet, as this is an option we try to avoid.

During the discussion several options where proposed:

1. Osgeo as umbrella organisation will take care of the settlement.
contra argument: the founding members decided to set up the EU 
organisation, and as such causing the problem. They should solve the 
problem.

2. All full members sponsor 100 Euro to OSGeo Europe, in which case the 
organisation can be settled and the saldo can be deposited to another ngo.

3. We file for bankruptcy.
We should admit that the experiment that we set up in 2017 failed after 
a succesful start due to
- The change in rules (since 2017) where there are some recurrent costs 
involved in holdng a NGO that is VAT liable, which induces the need for 
a strucural income flow.
- missing income  due to a long term lack of physical  events organized 
and thus no sponsors to provide the necesarry income to pay for the 
debts. No history or buffer yet for the new organisation to survive the 
long covid winter.

Conclusion:

The assemblee suggests if the president can ask the accountant what the 
consequenses are for the members when we decide to file for bankruptcy.

To have a valid decision of one of the first 2 points, we need 4/5 of 
the votes of the attendees in the meeting of FEB 17.

meeting closed at 17:45

attachement: balance sheet as deposited to the Belgian court in 2021.

-- 
Dirk Frigne
President OSGeo Europe

BIC ARSPBE22
BE47 9731 8951 3580

OSGeo Europe VZW BE 0689915666
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