Extraordinary General Assembly 2020

Logo Wikimedia Belgium

Wikimedia Belgium invites all effective members to the Extraordinary General Assembly (BAV) to approve the new statutes - Statutes (en) - Statuts (fr) as required by the new Belgian law of enterprises and organisations. We will present, review, discuss, and approve the new statutes.

Minutes of the meeting follow.

Venue

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

Introduction

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

Participants agreed to video-record the meeting to facilitate the writing of the minutes. Participants not wanting to be recorded can disable their camera and/or mute their microphones. Google Suite only records when participant audio is available.

[ starting the video recording ]

Presence

Effective members

Only Effective members have voting rights.

Effective members, so are allowed to vote: Alberto Fernandez Fernandez, .Anja., Ciell, Dimitar Parvanov, Dominique Labar, Geert Van Pamel, Gereon Kalkuhl, Jan Ainali, kvardek du, Rony Vissers, Vadim Zaytsev.

Votes by Proxy

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 infowikimedia.be.

Member name	Proxy holder
Antoine Motte dit Falisse	.Anja.
Paul Hermans	Dominique Labar
Vinciane Lacroix	Geert

Paul had to leave the meeting early, but gave a proxy to Dominique.
Mike also gave a proxy to .Anja., but this was ignored because of duplicate representation.

New effective members

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

(none)

Associate members

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

Camelia Boban is a recent associate member, so had no voting rights.

Representation

Count of presence: 11
Count of proxies: 3
Associate member: 1
Total represented: 14
⅔ Quorum: 10

Vote counter: kvardek du

We are happy to have (7!) effective members present from Bulgaria, France, Germany, the Netherlands, Russia, and Sweden… WMBE is becoming international (?).

Why do we need statutes?

We need to be registered as an official organisation (rechtspersoon) to legally protect the board (avoid personal financial risk)
Therefore we need to officially register with the government
To describe who we are, and what we want to do, and how we are organised
To protect our association against external and internal risks
To clearly show others how the association works, what we are doing, who is responsible, and how the responsibilities are distributed

The statutes are published in the Staatsblad, but we can register the 2 aktes (AV and BAV) in one publication for the same price.

Why do we need new statutes?

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.

What has changed?

Geert shows what has been changed in the statutes:

the Belgian laws of organisations have been merged and aligned with enterprises => one single book of law for organisations and enterprises
alignment with (some) European laws (like the Ultimate Beneficial Owner register)
alignment as per the GDPR consequences (drop the address of the founding members)
standard terminology has changed in the law (see below table)
relative to the previous official statutes, Wikimedia Belgium has made 12 + 1 (specific, major, or proposed) changes, listed below

Change of terms

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

Main changes

(apart from the change of terms as listed above)

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

Proposal:

Employees can't be member of the board (frequently leading to a conflict of interest; removal of the enabling phrase from the proposed 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

Questions from the members:

Jan asks the question if we should explicitly list OSM, Creative Commons, and OKFN as partners in the statutes.

Answer from Geert: No, we should keep the statutes as general as possible; partners can change and we should avoid changing our statutes (general assembly required, paying the publication in the Staatsblad, avoid red tape).

Alberto makes a remark that art. 3 needs to be amended, because it starts with a negative sentence in §1.

First proposal by Geert: move §1 before §5?
kvardek du: while these paragraphs are actually generally accepted facts, and there is no strict legal requirement to have them in the statutes, it is still important to make these facts accessible to someone reading the statutes.
Proposal by some others: move it into a preamble.
Suggestion by Alberto: we should not spend too much time here, since they are kind of additional protective statements, that normally are already known by the communitie, but less known by the general public or other partners, it is still important to have them noted down, at a decent place somewhere in Art. 3.
Final proposal by Geert: merge §1 with §3?
Accepted by the BAV. Statutes were changed accordingly in nl and translated to fr and en.

Extra proposal: Disallowing employees in the Board of directors. Geert explained that the VSDC legal advisor suggested removing the allowing statement from Art. 13 and 23.

Can we remove the sentence about employees being part of the board from article 13 and 23?

Voting: 10 Yes, 1 No, 2 Neutral (accepted).

Approval of new statutes

Now we are ready to vote for the new statutes.

Do you approve the new statutes as written down in EN; text will be synchorized into the NL official version, and in FR

Voting: 14 Yes, 0 No, 0 Neutral (accepted unanimously).

The new statutes are approved by the BAV.

The BAV praised Geert for his efforts to have written and translated the new statutes. Geert thanks kvardek du and .Anja. for the French translation, and the other members for attending the meeting and approving the new statutes.

The BAV meeting has ended at 15:10

[ video recording stopped ]

Video-conference - Lessons learned

Make sure the draft Minutes of meetings are writeable for the participants.

Other announcements

Alberto: Status of “Fonds Vrienden van Wikimedia België”. We have currently gathered slightly more than 4.000 €, but the target by the end of the year 2020 is 10.000 €. There is one person that did a gift or 500 €; two other enterprises gave 500 and 200 €. However, corona slowed down the gifts by 30%.

Geert: The Belgian government has decided to increase the tax reduction for gifts done in 2020 from 45% to 60% for a minimum amount of 40 €. If one gives 50 € before the end of december, one can request 30 € back via the personal tax declaration. The Koning Boudewijnstichting will issue tax certificates in 2021 Q1.

Idea: Propose to make a professional advertisement for the Koning Boudewijnstichting gifts in november.

Geert: We participated in a contest “De Standaard Solidariteitsprijs XL - 2020 - Wikimedia België” to possibly get a free advertising campaign during august 2020 in De Standaard, but we were not selected. See the advertisement document that was reviewed by the extended board (Board + Advisors to the Board).
kvardek du: Do not hesitate to contact amelie.cabon@wikimedia.fr for any advice about funding; she's the fundraiser for WMFr.
In Wikimedia Nederland it is Michel Wesseling.

Camelia: EuroPlanet Society + WikiDonne + WikiWomen in red: Planetary Science edit-a-thon
- https://www.astro.oma.be
- https://aeronomie.be

Jan: And don't miss the Wiki Loves SDGs campaign starting today and going on until 26th September.

If you want to catch some WLM themed Wikidata editing Albin and I are streaming at 21.00 CEST tonight https://www.youtube.com/watch?v=N5HY3GoUURc And a weekly video session about Wikidata.

Gereon: The cultural ambassador slot is under "Termin 3" at - 11 November 2020 WMDE Wikimedia in Residence UNESCO 2 hour video conference.

@Geert could we find a contact in Vilvoorde through meemoo?

Geert: In order to guarantee the ⅔ representation requirements during statutory general assemblies, we should trim the (effective) membership list. So we should request members to pay their yearly membership fee, unless they are actively contributing to Wikipedia or related projects. Wikimedia Nederland is applying the same process.

.Anja.: But that means we have to check the activity of all (effective) members? Geert: Yes, and this should not be too difficult. We have 108 members. For most members we have the usernames, we can verify their community activity using e.g. Special:CentralAuth/Geertivp

WMBE announces all their activities in a public calendar accessible via https://wikimedia.be/calendar.