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[board-discuss] BoD Meeting Minutes 2016-04-18


The Document Foundation
Board of Directors Meeting 2016-04-18
Call Minutes

Date: Monday, April 18, 2016
Location: Phone Conference Room

Session chair: Marina Latini (Chairwoman of the Board)
Keeper of the minutes: Michael Meeks (Deputy Chairman of the Board)

In the call: Marina Latini (Chairwoman of the Board), Michael Meeks (Deputy Chairman of the Board), Eike Rathke (Member of the Board), Jan Holesovsky (Member of the Board), Osvaldo Gervasi (Member of the Board), Thorsten Behrens (Member of the Board), Simon Phipps (Member of the Board), Norbert Thiebaud (Deputy Member of the Board), Björn Michaelsen (Deputy Member of the Board), Florian Effenberger

Chairwoman 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 are attending the call.

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 17:15 Berlin time.

Formal approval of the activity report and the financial report for 2015

Marina Latini 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 2015, and that it must give an 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 and an English version based on the German one will be published as a brochure with additional graphics.

The details of the financial report are outlined now. 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.

The board asks to have the following vote and further discussions in private, as there is a need for confidentiality, which is unanimously agreed to. The result of this vote is now being made public in accordance with our statutes.

The public call ends 17:20 Berlin time.

Proposal: Approval of the annual activity report for 2015
Vote: 7/7 + 2 deputies
Decision: annual activity report for 2015 approved

Proposal: Approval of the 2015 closing ledger
Vote: 7/7 + 2 deputies
Decision: 2015 closing ledger approved

Proposal: Approval of the reserve building and 2016 budget
Vote: 7/7 + 2 deputies
Decision: reserve building and budget for 2016 approved

Thorsten explains that he would like ask the board to authorize Eike Rathke and himself 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.

Vote: 5/7, Thorsten and Eike abstain + 2 deputies
Decision: Approved

Decision: The activity report and the financial report for 2015 are approved. The board authorizes Thorsten Behrens and Eike Rathke 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: Marina Latini (Chairwoman of the Board), Michael Meeks (Deputy Chairman of the Board), Eike Rathke (Member of the Board), Jan Holesovsky (Member of the Board), Osvaldo Gervasi (Member of the Board), Thorsten Behrens (Member of the Board), Simon Phipps (Member of the Board), Norbert Thiebaud (Deputy Member of the Board), Björn Michaelsen (Deputy Member of the Board), Florian Effenberger

The private call ends 18:45 Berlin time.

Marina Latini (Session chair)
Michael Meeks (Keeper of the minutes)

--
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: http://www.documentfoundation.org/imprint

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