General Assembly 2022

APPROVED

Language:	English • Deutch • français • Nederlands

Logo Wikimedia Belgium

Wikimedia Belgium (WMBE) invites all effective members to the General Assembly.

Venue

Saturday 18/06/2022 at 14:00 Video conferencing (Google Meet)

Meeting procedures

We will perform the secret voting via the built-in Google Meet enquête. You can find this option at the right bottom of the screen (click on the triangle, square and circle, then choose “Polls”). Google Meet Poll ensures that any person can only vote once. We will ask all participants to present themselves at the beginning of the meeting (preferably using audio and video) to avoid false identities.

Some of you hold a proxy for another member. To be able to vote for yourself, and your proxy, you should connect a second time via the browser option “New incognito window”. Enter the name of the person you represent followed by a “(proxy)” suffix . Do not activate your microphone, neither your camera for this second session (simply close the popup messages “Accept that Meet used your camera and microphone” and “Meet want to use your microphone and camera”).

Some of you are not eligible to vote (only effective members can vote); we trust that those participants do not click on the voting buttons. Anyway, after the meeting the voting details will be available to the meeting organiser, so abuse and fraud will be obviously detected.

You can ask questions via the chat box. We will also post additional hyperlinks to other documents, as necessary. To improve the quality of the sound for all the participants, make sure to disable your microphone, unless you are talking. I propose to activate your camera when you are talking? If you have connectivity problems, or further questions, please contact +32 471 82 20 26.

Introduction

Because of the videoconference, the chair gives a brief explanation about the use of:

Chat box, questions and answers
Voting session
Hands up
Microphone and camera

Meeting administration

Meeting is opened by Geert.

Chair of the meeting: Geert Van Pamel
Vote counter: automatic (Google Meet Poll)
Note taker: every participant (Google Doc)
Chat follow-up: Sam

Presence

New effective members

Associate members who are members for 6 months may be admitted by the Board as effective members. The board members present at the start of the meeting are Mike and Geert. As such a majority of the board is present. The board votes on the new effective members. All three new effective members are accepted unanimously.

Frans Grijzenhout (+1 proxy for Ciell)
Luk Vollon
Rainer Schwarz

Effective members present

Only Effective members have voting rights. In order of registration. (+1) denotes proxy.

Geert Van Pamel (+1 proxy for Ronald Torfs)
Mike Nicolaije (+1 proxy for Willi Huyghe)
Sam Donvil
Rony Vissers (+1 proxy for Vinciane Lacroix)
Antoine Motte dit Falisse
Dominique Labar
Gereon Kalkuhl

Normal majority count

It is established there are 10 effective members present and 4 proxy votes were given, which makes a total of 14 effective members. The normal majority is set at half+1 which means 7+1 = 8. The roles of the meeting are divided as shown at the top of the minutes. The Chair explains how Google Meet works and indicates that all votes will be held at the end of the meeting due to it being hard to switch between presenting and voting.

Counting	Result
Count of presence	10
Count of proxies	4
Associate member	0
Total represented	14
Ordinary majority	8

Activities in 2021

Geert presents an overview of the Wikimedia activities in 2021 (see presentation).

Activities/2021

Approval of the Annual Accounts 2021

Geert gives feedback on the annual account and the financial statement.

Expenses € 7.894 - Receipts € 18.100

Liquidities as per December 2021 € 15.903. Obligations € 8.111. Equity € 5.954.

Statement by the Accounts Committee

Frans gives the findings of the Accounts Committee. The accounts committee has found no financial deviations in the accounts. Recommendations were made and added to the accounts. Currently Geert is both Chair and Treasurer, which is not in compliance with good governance. The Committee recommends this to be resolved as soon as possible. Frans calls for volunteers to add extra members to the board. Antoine supports the findings.

The yearly accounts were approved unanimously.

Report of the audit committee 10 June 2022

Composition of the commission: The committee consisted of Antoine Motte dit Falisse, Ciell and Frans Grijzenhout.

Judgement of the committee: The commission had full access to the accounts. The committee found no discrepancies in the accounts and recommends that the general meeting discharge the board for the 2021 financial year.

Activities:

The balances of the bank accounts as at 31 December 2021 were verified. The balances correspond to the bank statements.
The incomes 2021 have been verified. The entries correspond to the bank statements.
The expenditure 2021 has been verified by sampling. The entries checked correspond to the declarations and invoices submitted.
Check composition WMF subsidy 2021 (€ 16.500,00). Received on January 14, 2021 € 13,697.79. The unspent amounts of the grants 2019 € 601,31 and contingency 2019 € 2.200,90 have not been refunded but settled with the grant 2021: € 601,31 + € 2200,90 + € 13.697,79 = € 16.500,00.

Suggested additions to the 2021 financial statement:

Balance sheet as of 31 December 2021: suggestion to add € 5954.38 to Equity to the balance sheet so that assets and liabilities are in balance.
Cash flow 2021: suggestion to add an overview of the cash flow 2021 to the financial statements 2021.
Expenditure per project: suggestion to bring the total amount of € 8,388.56 (WMF) in line with the expenditure of WMBE (€ 7,893.97) in the presentation of the expenditure per project. This can be done by adding the table below to the 2021 financial statements.

Other suggestions:

Equalise the WMF grant year with the WMBE grant year. Explanation: For the accountability to WMF, a financial year running from 1 February to 31 January is assumed. The reason for this is that the payment from WMF arrives in February. The Audit Committee finds that this makes the administration and control unnecessarily complicated and urges that the WMF accounts also be based on a standard financial year running from 1 January to 31 December. WMBE has sufficient equity and liquid assets to 'advance' expenses in January. And to include the expected expenditure in January of the following year as a provision in the reporting. This simplifies the administration and control. A reconciliation table (see above Expenditure per project) is then superfluous.
Appointment of Treasurer. Clarification: Due to circumstances, the WMBE board does not have a separate board member with responsibility for financial matters and all tasks related to finance are performed by the chairman. From the point of view of separation of responsibilities (good governance), this is undesirable. The audit committee urges the General Assembly to expand the board and calls on members to put themselves forward as candidates. In a more broadly composed board, the separation of functions can then also be reinstated.

Discharge of the board

The board was discharged unanimously.

Approval of the budget 2022

Geert presents an overview of the budget and the activities in the first half year of 2022 and adds an outlook for the second half of 2022. (see presentation). The budget was approved unanimously. We received from WMF a grant of 40.000 € for 2022. Details:

Board elections

Association rules

A mandate as Board member is valid for 2 years
The Chair needs to be re-elected every year
The number of Board members is between 3-6; Board decision 2015-12-05 approved at the 2016-01-23 General Assembly
Effective members can become a Board member after being candidate board member, and after election by the GA
Associate members can become effective member, after 6 months being associate member, upon request, and after approval by the Board

Candidates

Stepped down as a member of the Board:

.Anja.

Can continue their 2^nd year Board member without re-election:

Up for re-election:

Geert Van Pamel (Chair)

Candidate Board members:

Dominique Labar

Board election 2022

Mike and Sam were elected last year and have another year left in their mandate. As such Mike and Sam do not need to be re-elected.

Geert was chair. The chair puts their seat up for election after a year. As such Geert needs to be re-elected and is a candidate for the board this year.

Dominique indicates interest in becoming a board member, and introduces himself.

Both board members were elected by the general assembly.

Voting by the General Assembly

We are using the Google Meet survey system. In principle this is a secret voting system (only Board members and Advisors of Wikimedia Belgium have read access on the Google Suite account).

Voting by the General Assembly
Statement	Yes	Abstention
Approval of the Annual accounts 2021	14	0
Agree to Discharge the board 2021	14	0
Approval of the Budget 2022	14	0
Approval of Board member Geert Van Pamel	14	0
Approval of Board member Dominique Labar	13	1

Review the ledger 2022

Volunteers: Frans, Antoine (maybe), other volunteers to step forward.

End of meeting

General Assembly next year: Antwerpen? Gent? Liège?

The chair closes the General Assembly at 15:35.