Extraordinary General Assembly 2020

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Wikimedia Belgium invites all effective members to the Extraordinary General Assembly.

Venue[edit]

Saturday 19/09/2020 at 14:00
  • Due to corona, via video conferencing
  • A unique URL will be sent to the members who have asked to participate.

If you would like to attend the meeting, please send an e-mail to info@wikimedia.be.

Introduction[edit]

Because of the videoconference, the chairman gives a brief explanation.

Present[edit]

Effective members[edit]

Only Effective members have voting rights.

Votes by Proxy[edit]

Effective members who can't be present can give a proxy to a trustee. Only 1 proxy per member allowed. Please provide the name and the email address of one member via info@wikimedia.be.

New effective members[edit]

Affiliated members who are members for 6 months may be admitted by the Board as effective members.

Associate members[edit]

Associate members can attend the meeting but do not have voting rights.

Approval of new statutes[edit]

Since the non-profit association's legislation has changed, and we get a new official address, new statuten have to be approved.

In order to be able to amend the statutes, there must be a ⅔ majority of the effective members present and represented to approve the new statutes. At the general meeting of 29 August 2020 there was no ⅔ presence of the effective members, hence this 2nd sitting.

There is a new not-for-profit legislation in Belgium since 1 January 2019, with mandatory rules and adaptable rules. Mandatory rules are required by the law and can't be changed. Adaptable rules can be overruled by the general assembly via the statutes.

We have a new address, so we are legally obliged to immediately rewrite our statutes. The new draft statutes have been legally verified, and approved by the VSDC, our legal partner.

Change of terms[edit]

New official terms from WVV = Wetboek Vennootschappen en Verenigingen.

We must legally only use the new terms. Nothing to be approved by the general assembly.

Old term New term
Vereniging zonder Winstoogmerk Vereniging zonder Winstuitkering
Raad van bestuur Bestuursorgaan, bestuur
Bestuurders Leden van het bestuursorgaan, bestuurders
Huishoudelijk reglement Intern reglement
Dagelijks bestuur (legal default)
Rechtbank van koophandel Ondernemingsrechtbank

Directors shall state their capacity and the full identification of the association on all forms and outgoing communication. This is a strict legal requirement, applying also to e.g. e-mail signatures.

To avoid legal complications:

  • "Toegetreden leden" is legally reserved term (internal rules must be published in the statutes)
  • So we will use "Aangesloten leden" (internal rules outside of the statutes, but with a reference)

First all legal terms have been rewritten as required by the new law. The statutes have been simplified (removal of duplicate and possibly contradictory phrases; simple and clear language). We have included some phrases to better protect the organisation.

Note: Only the statutes in Dutch, as published in the Official Journal, have the force of law.

New proposed statutes[edit]

Main changes[edit]

(apart from the change of terms as listed above)

  1. The founding members are not named (privacy).
  2. The official address is not part of the statutes any more; the Board can decide independent from the general assembly (art. 2).
  3. No statutory relationship with the Foundation, see WMF Chapter Roles and responsibilities (art. 3).
  4. Clear separation between aims (doel) and activities (voorwerp).
  5. Wikimedia Belgium is not responsible for any Wikimedia projects.
  6. A proxy for (not) attending Board member meetings can only be granted to another board member (art. 15).
  7. A Board member can't deliberate nor vote on an agenda item when one has a conflict of interest.
  8. Unanimous (urgent) Board decisions in writing are possible (no meeting necessary).
  9. "In writing" means any legal means of written communication (detailed list has been removed).
  10. Board members are expected to perform their duties properly (art. 19).
  11. New legal required list of responsibilities of the general assembly (art. 23).
  12. The board member list is published in a separate akte.

Proposal:

  1. Employees can't be member of the board (frequently leading to a conflict of interest; removal of the enabling phrase from art. 13 and 23)

Further notes:

  • Meeting by video conference for both the Board and the General assembly are legally valid -> this is a legal default, so this is not explicitly included in the statutes.
  • Video conference restriction: according to the law, every participant must be able to fully participate in the meeting: listen, ask questions, react, vote, etc.
  • Due to Belgian legislation the new address needs to remain in the Brussels region (Brusselse Hoofdstedelijke Gewest). But the Board can decide.

Questions and remarks[edit]

Voting[edit]