[Europe] Meeting minutes General Assemblee 17 FEB 2022

[Dirk Frigne]

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

The online meeting opened at 17:05 CET

We registered following attendees:

Dirk Frigne - full member - president
Codrina Ilie - full member - board
Kari Salovaara - full member - board
Maria Arias de Reyna Dominguez - full member - board
Vasile Craciunescu - full member
Luis Moreira de Sousa - full member
Peter Lowe - adhering member
Torsten Friebe - sponsoring member

The first GA meeting with topic 'Decide for the liquidation of the 
organisation' was held on FEB 17, 2022.
During that meeting the required quorum was not met to take a valid 
dissolution decision.

The meeting of today with the same agenda topic was called 3 weeks after 
the first one  and has the legal authority to take a dissolution 
decision and decide by a majority of four-fifths of the votes of the 
members present.

The previous meeting asked the president to inform about the 
consequences when the organisation would call for bankruptcy.

the president  explains the 3 options that have to be decided:

Option 1: continuation of the ngo.
In this case we should find 1400 Euro for the outstanding depts.
To reduce the reccurent cost we can temporarily stop the VAT 
registration obligation until we have a business plan and insight into 
income.
The minimal cost will be approx 300 Euro per year, or even only 100 Euro 
If I stop the relation with the accountant and fulfill all obligations 
myself (registration in the Belgium Gazette, the UBO register, the 
reccurent cost for the Bank account, ..)

Conclusion: with 2000 Euro we should be able to make the turnaround and 
create a vehicle for promoting OSGeo software ans an OSGeo eco-system in 
Europe.

Option 2: liquidation of the NGO.
In this case we need 1400 Euro for the outstanding depts.
The cost of the liquidation will be another 460 Euro.

The benifit is that we have clean records and end the experiment in a 
clean way.

Option 3: failing the ngo.
In this case I have to file the books with the court and a curator by 
the court is appointed to check whether the debts can still be 
recovered. He will contact the board members to find out the reason for 
the failure and if everything happend in a correct way.

We should be careful here as the grass account, which was hosted by 
OSGeo Europe, was transferred just a couple of weeks ago, and could be 
flagged as suspecious.

When the organisation is not able to pay for it's debts, a red flag will 
be marked by all current board members as they are involved in a failing 
organisation. This flag is a warning to be carefull when working with 
these people in the future, so a situation we try to avoid.

Discussion:
During the discussion, the different options are considerd.
The general consensus after discussion is:

We may not consider this initiative as a failed initiative, but the 
circumstances were working against us.

The idea to let the organisation live until august was not hold back. We 
had several times the chance to restart, but it didn't happen. The idea 
was to generate income through the sponsors of the OSGeo projects by 
representing OSGeo together at different events. By working together we 
were able to take advantage of economies of scale and thus build a 
larger stand and pay the costs for the organization by the participants 
in the sponsoring activities.
Due to the pandemic, there were no activities and the only source of 
possible income was lost.
Today there are still few or no physical events and there is a lack of 
volunteers and energy to continue this.OSGeo Europe - General assemblee

The community is and remains important, we need a European community.
In August during the FOSS4G conference we should discuss how we can go 
forward with our community.

Since a bankruptcy would give rise to a negative assessment in the 
Belgian Official Gazette, it was decided to find a solution to liquidate 
the organization in a proper manner.

OSGeo will be asked to transfer the necessary amount to be able to 
remove OSGeo Europe from the official gazette and settle all outstanding 
debts.

This amount will be approximately 1860 Euro.

Decisions and votes:

The GA appoints Dirk Frigne as liquidator and gives him the mandate to 
ask for the money to OSGeo to settle the depts for the organisation.
When the debst are settled, Dirk Frigne recieves the mandate to 
liquidate the organisation and publish this in the official gazette.
After this operation there will be no net assets anymore, so no decision 
is needed here.
This decision was taken unanimous.

The GA was closed at 18:10

**** post meeting notes ****
I had a meeting with a accountant and explained the situation and asked 
how we could solve this.
He provided me with a final invoice with all costs involved to close 
down the  organisation.

The correct amount of money we need to pay all the debts before 
liquidation is 1916,52 if we can manage to pay all before MAR 11, 2022.
If we need more time, extra costs will be involved as the costs are 
recurrent every quarter.

As decided in the AV, I will ask OSGeo to donate this amount to OSGeo 
Europe, so that I can close the organization properly.


-- 
Dirk Frigne
President OSGeo Europe

BIC ARSPBE22
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OSGeo Europe VZW BE 0689915666