Hello,
find below the board meeting minutes from the BoD meeting on 2014-04-16.
This message is to be archived by the BoD and its deputies.
Florian
Minutes 2014-04-16
The Document Foundation
Board of Directors Meeting
Call Minutes
Location: Phone Conference Room
Session chair: Thorsten Behrens (Chairman of the Board)
Keeper of the minutes: Sophie Gautier
In the call: Thorsten Behrens (Chairman of the Board), Eliane Domingos de Sousa (Deputy Chairman of the Board), Fridrich ¦trba (Board of Directors), Björn Michaelsen (Board of Directors), Joel Madero (Board of Directors), Adam Fyne (Board of Directors), Norbert Thiebaud (Deputy Board of Directors), Eike Rathke (Deputy Board of Directors), Florian Effenberger, Sophie Gautier.
Representation: Eike Rathke representing Michael Meeks.
Chairman of the Board is in the call. One of the Chairman or Deputy 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 or their representatives 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.
From now on, a quorum can be reached with a simple majority of 4 votes.
The meeting commences at 15:00 UTC.
Formal approval of the activity report and the financial report for 2013
Thorsten Behrens 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. He asks Florian Effenberger to elaborate on the activity report.
Florian explains that the activity report needs to outline how we fulfilled our objectives in 2013, and that it must give an overview of our 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 official version we have to file is in German, and a complete translated English version will be published as well.
Thorsten then outlines details of the financial report. It must likewise accurately report all accounting-relevant numbers, income and expenses, 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, and an English version will be published as well. The financial report has been prepared and verified by our tax advisor.
Thorsten asks to have the following vote and further discussions private, as there is a need for confidentiality. The result of this vote is now being made public in accordance with our statutes.
Thorsten explains further that he would like ask the board to authorize Björn Michaelsen and him to sign the letter of completeness ("Vollständigkeitserklärung") towards the tax advisor, and authorize them to sign the documents for the foundation authorities and the tax office, both on behalf of the board.
Request: Approval of the activity report and the financial report for 2013. Authorization of Thorsten Behrens and Björn Michaelsen to sign the letter of completeness ("Vollständigkeitserklärung") towards the tax advisor, and to sign the documents for the foundation authorities and the tax office, both on behalf of the board.
Vote: Consensus approval, 7 out of 7.
Decision: The activity report and the financial report for 2013 are approved. The board authorizes Thorsten Behrens and Björn Michaelsen to sign the letter of completeness ("Vollständigkeitserklärung") towards the tax advisor, and to sign the documents for the foundation authorities and the tax office, both on behalf of the board.
Attending at the end of meeting: Thorsten Behrens (Chairman of the Board), Eliane Domingos de Sousa (Deputy Chairman of the Board), Fridrich ¦trba (Board of Directors), Björn Michaelsen (Board of Directors), Joel Madero (Board of Directors), Adam Fyne (Board of Directors), Norbert Thiebaud (Deputy Board of Directors), Eike Rathke (Deputy Board of Directors), Florian Effenberger, Sophie Gautier.
Meeting adjourned at: 15:30 UTC
Thorsten Behrens (Session Chair)
Sophie Gautier (Keeper of the minutes)