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

Thu Feb 17 07:25:04 PST 2022

Dear Dirk,

thank you for the additional information about the status of the banking 
accounts.

One question about the 22 full members who can vote. How is the "full 
member"ship status defined ?

Is it:

a) a OSGeo member as in https://www.osgeo.org/about/charter-members/ - 
which has more than 22

b) as a) plus he/she has registered as "initial members" in 
https://wiki.osgeo.org/wiki/Europe - which is also more than 22

May be I am missing some information here?

Cheers

Torsten

On 28.01.22 08:55, Dirk Frigne 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.
>
>
> _______________________________________________
> Europe mailing list
> Europe at lists.osgeo.org
> https://lists.osgeo.org/mailman/listinfo/europe

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