The Document Foundation
Board of Directors Meeting 2018-04-13
Call Minutes
Date: Friday, April 13, 2018
Location: Jitsi
Session chair: Marina Latini (Chairwoman of the Board)
Keeper of the minutes: Michael Meeks (Member of the Board)
In the call: Franklin Weng (Member of the Board), Marina Latini
(Chairwoman of the Board), Florian Effenberger (Executive Director),
Michael Meeks (Member of the Board), Thorsten Behrens (Member of the
Board), Jan Holešovský (Deputy Member of the Board), Eike Rathke (Member
of the Board), Björn Michaelsen (Deputy Chairman of the Board), Simon
Phipps (Deputy Member of the Board), Osvaldo Gervasi (Deputy Member of
the Board)
Representation: Jan Holešovský for Cor Nouws
Chairwoman of the Board is in the call. One of the Chairwoman or Deputy
Chairman is required to be present or represented for having a quorate call.
The Board of Directors at time of the call consists of 7 seat holders
without deputies. In order to be quorate, the call needs to have 1/2 of
the Board of Directors members, which gives 4. A total of 7 Board of
Directors members are attending the call.
The board waives all formal statutory requirements, or requirements in
the foundations articles, or other requirements regarding form and
invitation, time limits, and for the topics discussed in this meeting.
The call is quorate and invitation happened in time. From now on,
motions can be passed with the agreement of a simple majority of those
remaining present. The majority threshold is currently 4.
The meeting commences at 14:05 Berlin time.
Formal approval of the activity report and the financial report for 2017
Marina opens the meeting and outlines the agenda. The first action item
is the approval of the annual report, which consists of the activity
report and the financial report.
The activity report needs to outline how the foundation fulfilled its
objectives in 2017 and must give a full overview of its activities. The
activity report will be sent to the foundation authorities and to the
tax office, and will be made public on our website. The legally binding
version we have to file is in German. An English version based on the
German one will be published as a brochure with additional graphics.
She further explains the details of the financial report. It must
likewise accurately report all accounting-relevant items and numbers,
list profits and losses, and will be sent to the foundation authorities
and the tax office. Like the activity report, it will also be made
public on our website, alongside an English translated version. The
financial report has been prepared and verified by our tax advisor based
on their accounting.
Proposal: Approval of the annual activity report for 2017
Vote: Unanimous approval.
Decision: annual activity report for 2017 approved
Proposal: Approval of the reserve building and 2018 budget
Vote: Unanimous approval.
Decision: reserve building and budget for 2018 approved
Proposal: Approval of the 2017 closing ledger
Vote: Unanimous approval.
Decision: 2017 closing ledger approved
Marina explains that she would like ask the board to authorize Florian
Effenberger to sign the letter of completeness
("Vollständigkeitserklärung") towards the tax advisor, and asks the
board to authorize Florian to sign and send in the documents for the
foundation authorities and the tax office, both on behalf of the board.
Decision: Florian to sign the letter of completeness
("Vollständigkeitserklärung") towards the tax advisor. Florian to sign
and send in the documents for the foundation authorities and the tax
office, both on behalf of the board.
Vote: Unanimous approval.
The public call ends 15:00 Berlin time.
Marina Latini (Session chair)
Michael Meeks (Keeper of the minutes)
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Florian Effenberger, Executive Director (Geschäftsführer)
Tel: +49 30 5557992-50 | IRC: floeff on Freenode
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint
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