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

[Dirk Frigne]

Hi Torsten,

The definition was taken from the bylaws of OSGeo. So as for OSGeo, you 
become a full member after the current full members accept you as a full 
member after being introduced by the current members.

This process never happened, so the initial 22 members are the only 
members with a vote.

Hope this helps.

Dirk

On 17/02/2022 16:25, Torsten Friebe wrote:
> 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
> 

-- 
Dirk Frigne
President OSGeo Europe

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