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

Tue Feb 1 07:01:09 PST 2022

Then I would like to delegate my vote to make sure I don't block
anything. Who is going to the next meeting? We can discuss my position
and what will I vote regarding those three options.

On Tue, Feb 1, 2022 at 8:51 AM Dirk Frigne <dirk at osgeo.org> wrote:
>
> Maria,
>
> Article 17 of the Bylaws:
>
> Each member has the right to attend the meeting. It may be represented
> by an attorney (member of the association) who can hold 2 proxy(s).
>
> Hope this helps.
>
> Dirk
>
> On 28/01/2022 15:41, María Arias de Reyna wrote:
> > Can I legally delegate my vote to someone else?
> >
> > On Fri, Jan 28, 2022 at 2:16 PM Dirk Frigne <dirk at osgeo.org> wrote:
> >>
> >> 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
> >> _______________________________________________
> >> Europe mailing list
> >> Europe at lists.osgeo.org
> >> https://lists.osgeo.org/mailman/listinfo/europe
>
> --
> Dirk Frigne
> President OSGeo Europe
>
> BIC ARSPBE22
> BE47 9731 8951 3580
>
> OSGeo Europe VZW BE 0689915666
>