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[board-discuss] Board of Directors Meeting 2018-04-13


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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