General Assembly 2020

Venue

Saturday 29/08/2020 at 14:00 Due to corona, via video conferencing A unique URL will be sent to the members who have asked to participate.

About using Google Meet

Before the meeting actually started, Geert gave some brief advice on how to use Google Meet.

Why do we use Google Meet for this meeting?

The main reason is that this tool is simple, it can be used by anyone, on any platform, without having to install additional software, special configurations, or a user account (you can log in with a pseudonym, if you wish).

A video recording can also be easily made when the participants agree. To enable the accurate writing of the minutes, and to have proof in case of disagreement afterwards, the participants were asked if they were OK that the session is recorded on video. Persons not willing to be visible should disable their camera and their mike. The video recording and the content of the chat box is archived in the WMBE Google Suite account, according to the current WMBE GDPR rules (the system is only accessible by Board members, Board advisors, and project leaders).

Please remember: mute your mike when you are not talking (to not disturb the participants, and the video recording).

[now recording video]

Introduction

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

Welcome by the President.

I first want to thank all the participants of the general assembly. Organising a General assembly takes a lot of resources and time from the Board. We need to translate our communications amongst 4 languages. Finances, activities, projects, budgets, and results need to be reported.

But when the administration during the year is well organised, preparing for the general assembly is a lot simplified, and reduces the stress.

It is the first time that WMBE holds a general meeting by video conference. Special times, special tools... Due to corona there are no physical meetings, only online. We don't know how long the pandemic will last? This will have an impact on our operations. Limitations - but there are also additional possibilities.

Under normal circumstances, the General assembly takes place before the end of June (within 6 months after the closing of the yearly books). The general assembly has this year been delayed due to corona. The meeting is held via video conferencing (Google Meet) also due to corona. Video conferencing was made possible after general agreement by the Belgian government, and remains legally valid after corona, both for Board member meetings and for the General assembly.

Protocol to vote via the chat box

Everyone has access to the chat box (click on the top right).
The question is asked orally and confirmed in writing in the chat box.
Then everyone can answer with Yes, or No.
The answers are registered by name in the chat box log.
Those who do not answer vote "abstain".
Only yes and no votes are counted.
With the chat box method there is no secret ballot; this is not a problem now, because there are no confidential topics being discussed today.

Gereon Kalkuhl: There are good open source voting tools Qualtrics, SurveyMonkey, and others.

Ciel: Or via Zoom pop-up questions.

Vadim: or Zoom “raising hands”.

Task assignment

In order to have this meeting be conducted in a good fashion, we need a delegation of tasks.

Roles for the meeting:

President of meeting: Geert
Vote counter and note taker: Camelia (stemopnemer)
Minutes of meeting: .Anja., with the help of Mike, Ciell,... via a shared document
Chat box coördinator: Jo (to facilitate reading written questions)

Present

Effective members

Only Effective members have voting rights.

Attending members: Geert van Pamel, .Anja., Mike Nicolaye, Camelia Boban (associate member), Dominique Labar, Gereon Kalkuhl, Jo Decock, Kvardek du, Paul Hermans, Rony Vissers, Sam Donvil, Vadim Zaytsev, Vinciane Lacroix, Ciell, Lionel Scheepmans (15 members in total).

By proxy: Jan Ainali, Hurbert Christiaen, Motty, Johannes Grillet, Marc Herff.

We believe it is the largest general assembly we ever held (because people did not neet a physical travel?).

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 info wikimedia.be.

New effective members

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

Only effective members have the right to vote. Are there affiliated members who wish to become effective members? Affiliate members are not obliged to become an effective member; they can attend the meeting, but without voting rights. Being an effective member brings additional responsibility. You help to decide about the association's policy.

Candidate effective members:

Hubert Christiaen
Jan Ainali
Johannes Grillet

Dominique Labar
Gereon Kalkuhl
Jo Decock
Rony Vissers
Sam Donvil

3 of the 4 board members are present (Lionel only arrived later during the meeting) so the Board can legally decide.

Question raised via the chatbox and read aloud by voice: (for the Board to decide)
Do you agree to approve 8 new effectieve members?

3 Yes - All the candidates are approved by the board.

Associate members

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

Camelia Boban is less than 6 months associate member, so she has no voting rights, but can attend the meeting.

Discussion about effective membership

It will be difficult to gather ⅔ of members to vote
When the number of effective members will still grow and it’s gonna be more difficult then
How about the effective members who are not active anymore? Timeout for becoming an “ineffective” member? Annual fee?

Answer from Geert: This is a legal requirement by the Belgium law. An effective member has voting rights in the general assembly. An associate member (common member) can only benefit from the activities of the organisation, without voting rights in the general assembly. The non-voting members can still attend the general assembly.

For statutory changes you need ⅔ of representation and ⅔ of voting majority. We need to make a difference between effective and active members. An active member has no statutory/legal significance. Of course there are effective members that are not active anymore for the organisation, so it becomes more difficult to have ⅔ representation. Another meeting is to be held without the ⅔ representation condition, no earlier than 15 days after the current meeting. Actually, effective members that are not actively involved in the organisation should resign. Actually we could enforce membership payment, provided they are not active on Wikipedia any more…

Solution: Exclusion of effective members due to non-payment of membership fees, or inactivity on Wikimedia Projects.

Extract from the current statutes: (translated) The members shall be reminded annually by the administrative body to pay their contribution within a specified period of time. Any member who fails to pay within the period set by the Governing Body shall be deemed to have resigned.

The Board must implement this administrative rule to enforce that members (effective and associate) either are active on Wikipedia, or any other Wikimedia project, or pay an annual fee of 20 €. If they don’t then they are revoked from the membership list, either as effective member, or as associate member.

Counting of effective member representation

Effective members registered till now: 23
New effective members approved by the board today: 8
Total effective members as of today: 31

Quorum for 2/3 statutory presence required: 21

Proxy voting for this session

Member name	Proxy holder
Antoine Motte dit Falisse	.Anja.
Hubert Christiaen	Paul
Jan Ainali	Ciell
Marc Herff	Geert Van Pamel

Johannes Grillet gave also a proxy to Geert, but one proxy holder can represent only one single member.

Effective members present: 14
Effective member vote by proxy: 4
Associate members present: 1

Total effective members represented: 18
Total members present: 15

Ordinary majority: 10
2/3 statutory majority: 12

2019 activities

We had some interesting activities in 2019:

WikiConvention francophone
Training in Ternat
Training in Bussels with VGC
Training at the University of Ghent
Bi-weekly Wiki Club Brusels
Collaboration with Meemoo /PACKED
We sent 2 participants to Wiki Techstorm. Wikimedia Belgium paid for the travel and the hotel, Wikimedia Netherlands paid for the training fee. Ciell was one of the co-organisers.
Wiki Loves Heritage photo campaign
- Wiki Loves Heritage/2019/Report
- Prize session Wiki Loves Heritage

Note: Remark from Gereon - we should take (good) photographs at every activity to publish them in reports, and on the web sites. Appointing a good volunteer photographer.

Approval of the Annual Accounts 2019

Presentation of the annual accounts by the treasurer.

Annual Accounts 2019

Financial and grand reports for the Foundation:

The summary report section of the spending and the income are not required for legal registration. It is only provided as clarification for our members, and the general public.

Further clarifications:

190,00 € were received as membership fees
1.476,79 € as gifts from the general public, and third parties, and 250 € received from the the Ghent university for giving a training.
800 € paid for renting the office in the Troonstraat, and 500 € for BeCentral for the bi-weekly Wiki Club Brussels meeting.

There is a provision of the Wikimedia sAPG grant for 2020 that was paid already in december 2019 to become a commitment to our members for 2020 (so the balance assets - liabilities is more in équilibration).

Internal audit report

Report of the Accounts Committee

Ciell and Vadim have verified the transactions in detail. Ciell and Vadim report on the “internal audit” (accounts committee, kascommissie). They have verified in detail the expenses, invoices, payments, expense receipts, gifts, and the bank account statements for the year 2019. They confirm that the business transactions reconcile with the detailed bank statements, and with the budget over 2019.

There are 2 current accounts: 1 expense account, and 1 for banking transactions with the Foundations. In principle every quarter, or when a large project has invoices due, there is a transfer of funds from the Foundation account to the expense account. At the end of the year the Foundation account only hold an amount equal to any unspent budget. Unspent budget is normally transferred to the following year.

There are also 2 savings accounts, that are not actively used any more, ⁽¹⁾ because the banks do not pay interest any more, and ⁽²⁾ because we should avoid heritage taxes. There is a little reserve that could possibly be used for future expenses, if necessary.

Question from Ciel: where is it written that the members collaborating on Wikimedia projects not have to pay the 20 € membership?

Answer from Geert: it is not part of the statutes, but is written in een "intern reglement”, because statutes are approved by the General assembly and published in the “Staatsblad” (government official newspaper) and membership regulations are more operational decisions that are taken by the Board.

Question raised via the chatbox and read aloud by voice:
Does the General Assembly approve the Jaarrekening (yearly financial report)?

Votes - Yes : 15 No : 1

The no vote is explained because the document was only available in Dutch, the member says they cannot understand it by themselves. Same for the statutes.

The annual accounts 2019 are approved.

Discharge of the directors 2019

Discharge (kwijting) means that the Board bears no further responsibility, except for proven fraud (even when this would be uncovered later).

Question raised via the chatbox and read aloud by voice:
Does the General assembly approve the discharge of the board?

Votes - Yes : 15 No : 0

The Board is discharged for the fiscal year 2019.

Approval of the budget 2020

The budget was presented by Geert. We received from WMF a grant of 16.500 € for 2020, the same amount as in 2019. Details:

Geert mentions that corona will have a big impact on the expenses (meetings, transport, hotel, food and drinks) most probably leading to under-spending.

Question raised via the chatbox and read aloud by voice:
Does the General Assembly approve the budget for 2020?

Votes - Yes : 15 - No : 0

The annual budget 2020 is approved.

Friends of Wikimedia Belgium Fund

Friends of Wikimedia Belgium Fund

Fundraising through the King Baudouin Foundation (KBS) - the Friends of Wikimedia Belgium Fund, with tax certificates. Founded in December 2019, by initiative of the 2019 Board, requested by Geert, and approved by the KBS. Executive committee: Alberto, Hilke, Maarten, Rony, Paul. Representation: persons from the cultural and heritage world, members/volunteers, and 2 representatives of the KBS.

The board of WMBE is not, and can't be represented (conflict of interest), but one Board member may attend the committee meetings, without voting rights. The committe meetings are organised minimum 1 time per year, or when a member makes a request.

Principles

Separate budgets for specific projects. Normal operational costs can't be paid from the Fund.
Projects are proposed by WMBE.
Projects and budgets are approved by the Fund committee.
The board of WMBE makes an annual (operational and financial) report.
Fiscal certificates via the KBS (minimum amount 40 €, one-off 60% tax exemption in 2020 due to corona; normally 45%).

Excellent fundraising website. Weekly financial reporting.

Statistics for the current year: 44 donors; 3000 € since december 2019; 9 € per day on average (down from 15 € for corona) — corona has a large impact on donations (30% less).

If we want to gather 10,000 € by the end of the year, we have to receive 3 times more donations. One volunteer has donated 500 €! The 5 founders of the Fund each donated 200 €, as a one-off contribution (not taken into account for the annual donations). Companies and institutions are also generous donors, and also receive tax certificates. We can also receive subsidies from the government(s).

The KBS charges a commission of 5% on the funds collected as a compensation for their administrative work (project management, issuing tax certificates, answering inquiries), organising meetings.

Potential projects

Wikipedia for prisoners
QR codes for Wikipedia articles
Wikipedia for non-native speakers
Laptops to organise WP training sessions

See also the Fund raising website and project information.

Proposal from Ciell to mention the chapter donation links.

Mike Nicolaye: on nl:Wikipedia:Donaties we have to mention the 60% refund directly.

Board elections

Association rules

A mandate as Board member is valid for 2 years
The Chairman 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
Only effective members have voting rights for the General assembly
Only effective members can become a Board member only after being candidate and after election
Associate members can become effective member, after 6 months being associate member, upon request, and by approval of the Board

2020 re-election

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

Taketa

Up for re-election:

.Anja. (Gender and Diversity)
Geert Van Pamel (Chair)

Prefer to step back as board member:

Lionel Scheepmans (Education and cultural knowledge Equity)

Candidates - we have a vacancy for new candidates; if you would like to be candidate for board member, please notify the board through info wikimedia.be.

Question raised via the chatbox and read aloud by voice:
Does the general assembly approve the candidate board members?

Votes: (due to not voting on yourself)

Geert - Yes : 14 No : 0
.Anja. - Yes :14 No : 0

The new Board 2020 is approved. We thank Lionel for his activities as a board member for the last 2 years, and being one of the founding members in 2014.

Question from Ciell: Can we also create a plan for attracting new 2021 board members? Geert will make a proposal.

Internal Board procedures

The Board will decide on the internal roles.

Board members are expected to be active for the Association. They fulfil their role in collaboration and agreement with the other board members and the chairman. They have legal and moral obligations and responsibilities towards the Belgian Government, the Wikimedia Foundation, our members, and to the general public.

Responsibilities of the Board

Approval of 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 ⅔ attendance of the effective members and a ⅔ majority to approve the new statutes.

There are not enough members represented (18 versus 21 required for the ⅔ presence quorum) to vote about the statutes changes this time. Another session without the representation quorum will be organised on 19 September 2020.

By that time the new statutes will have been legally verified by the VSDC.

New not-for-profit legislation with mandatory rules and adaptable rules.

We have a new address, so we must adapt our statutes.

Official terms from WVV = Wetboek Vennootschappen en Verenigingen

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.

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)

Video conference restriction: According to the law, every participant must be able to fully participate in the meeting: listen, ask questions, react, etc.

The statutes have been simplified.

Main changes:

No statutory relationship with the Foundation, see WMF Chapter Roles and responsibilities
Wikimedia Belgium is not responsible for Wikimedia projects
Proxy for Board member meetings can only be done to another board member
A Board member can't deliberate or vote on an agenda item when there is a conflict of interest.
Unanimous (urgent) board decisions in writing are possible (no meeting necessary)
Meeting by video conference for both the Board and the General assembly -> this is a legal default, so is not in the statutes
Board members are expected to perform their duties properly.

Mike Nicolaye: There will not be a vote on this, because we do not have the number of people needed. In the next general assembly we only need ⅔th of the people present and we can discuss it in all languages then.

Ciell Wikipedia: It would be good at the next assembly to have at least the two languages (fr) (en) .

Due to Belgian legislation the new address needs to remain in the Brussels region (Brussels gewest). But the Board can decide.

Next meeting to vote on the new statutes: Extraordinary General Meeting on Saturday 19 September 2020.

2020 activities

For 2020, we want to continue to grow as Wikimedia Belgium. We received sufficient funding to organise new activities. We want to use this opportunity to explicitly call for volunteers who would be interested in organising activities or projects, and can use financial and logistic support by Wikimedia Belgium for this. So we strongly encourage you to show up to our General Assembly.

See Activities.

Questions to the board

Questions to the board can be asked in advance via board wikimedia.be.

No other questions were received for the board.

[Recording of the GA is stopped.]

16:28 meeting finished