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

[Dirk Frigne]

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