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

[María Arias de Reyna]

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
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