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| joerg | you're aware that I said you got EIGHT WEEKS? We need GA NEXT week, not in more than 1 month | 15:26 |
|---|---|---|
| joerg | you won't get attorney stuff done in 3 weeks | 15:26 |
| joerg | 3= 8-5 | 15:27 |
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| joerg | alternatively the recent board (juiceme ) may decide to appoint a new member without any GA, according to §7(6) Alternativ kann sich der Vorstand bis zur nächsten regulären Wahl durch Vorstandsbeschluss aus der Reihe der aktiven Mitglieder ergänzen. | 16:14 |
| joerg | end of net week I need to see a 2 members board name list and plans how and WHEN to proceed so the approval at attorneys gets COMPLETED at END OF MARCH 2022 | 16:17 |
| joerg | >>Thursday 24.03.2020<< would be very nice but alas the time machine can only do up to 12 months into the past ;-) | 16:20 |
| joerg | s/net week/next week/ | 16:23 |
| @juiceme | joerg, we need to send the invitation 4 weeks prior to the meeting. | 16:41 |
| @juiceme | so if I send it today, then the earliest we can convenie is 16.03.2022 | 16:41 |
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| @juiceme | unless there is some way to officially shorten the notice period. | 16:42 |
| @juiceme | Could we argue that the invitation I sent out last Tuesday on 08.02.2022 would count as a heads-up to the meeting, and hence calculate from that date on? | 16:44 |
| joerg | as sicelo mentioned we may reduce this timespan, for sure as long as nobody calls a veto. Also we had an invitation some weeks ago and you may consider this as the first invitation so everybody had enough of time to notice there's something that needs attention regarding the MCeV | 16:44 |
| @juiceme | then we could hold the meeting on earliest Wednesday 06.03.2022 | 16:45 |
| joerg | yes, you were faster than me writing this rationale down | 16:45 |
| joerg | 06.03 sounds good | 16:45 |
| @juiceme | I think that would allow time for notarization in the allotted 8 weeks | 16:46 |
| macros__ | 06.03. would be fine by me too. | 16:46 |
| joerg | though, actually you could simply appoint somebody as board member, and that wouldn't need any GA. A GA held next week would only support this approach even more | 16:46 |
| macros__ | I would actually prefer the solution to appoint somebody. This would allow for a more organized GA where we could adjust the bylaws so that a similar situation is less likely to occur. | 16:49 |
| joerg | we did hold a "poll" to find out if somebody would be available and willing to become board member. You (board member juiceme) could decide to appoint this person to be the second board member, right now. A GA could *confirm* this in due time schedule. Meanwhile tomorrow you could start giving attorneys a phone call to find out how and when to get that attorney confirmation of the paper work. Does this sound like a plan? | 16:51 |
| joerg | macros__: I STRONGLY advice against changing bylaws, this is something you also need to get registered by AGKL and bylaws are very tricky to get right so they are tolerable by the court | 16:53 |
| joerg | you regularly _need_ a lawyer to advice you about the bylaws | 16:54 |
| joerg | to be more verbose: we now get a 2nd board member appointed by board according to >>§7(6) Alternativ kann sich der Vorstand bis zur nächsten regulären Wahl durch Vorstandsbeschluss aus der Reihe der aktiven Mitglieder ergänzen.<< this can get done now. You can start the approval stuff at attorneys. Eventually we hold a GA, all with 4 weeks advance invitation and all, and as long as that GA doesn't elect *DIFFERENT* board, nothing needs to get reported | 16:59 |
| joerg | to the AGKL | 16:59 |
| macros__ | If a lawyer is needed depends on the change. E.g. shortening the time a GA has to be announce beforehand to two weeks would be without problems. There are court rulings which allow it and many big e.V. (e.g. Digitalcourage e.V.) also specify a two week notice. yes it would have to be reported to the AGKL | 17:01 |
| joerg | the 4 weeks were chosen for a reason, back when we discussed the bylaws for months | 17:02 |
| joerg | to change the bylaws to shorten the invitation lead time, you need a legit valid GA which needs a invitation 4 weeks ahead of the meeting ;-) | 17:05 |
| +reinob | just joined now. I understand we either have a normal GA 4 weeks from now, or Juice appoints an "emergency" board member right now, so we can then preapre for the normal GA? | 17:06 |
| joerg | and no, you invarably want a lawyer checking your bylaws for ANY change of those. As I said, proper bylaws are very tricky to create and all advice you can get anywhere is "ideally use existing template and DO NOT CHANGE anything in it" | 17:08 |
| joerg | reinob: well, we also could hold an emergency GA with short invitation timespan, but that's not as "nice" as the proper 4 week invitation and only possible as long as all agree on doing so. | 17:10 |
| joerg | reinob: An idea that just occurred to me was: [15 Feb 2022 15:59:50] <joerg> to be more verbose: we now get a 2nd board member appointed by board according to >>§7(6) Alternativ kann sich der Vorstand bis zur nächsten regulären Wahl durch Vorstandsbeschluss aus der Reihe der aktiven Mitglieder ergänzen.<< this can get done now. You can start the approval stuff at attorneys. Eventually we hold a GA, all with 4 weeks advance invitation and all, and as | 17:11 |
| joerg | long as that GA doesn't elect *DIFFERENT* board, nothing needs to get reported | 17:12 |
| +reinob | OK. In case we take that route (emergency board) member, I could volunteer to do that, but I'd need to know about that form which a lawyer needs to sign. Do you think *any* German lawyer can do that? (a neighbor of mine happens to be lawyer, so maybe that would ease things up?) | 17:12 |
| +reinob | s/board) member/board member)/ | 17:13 |
| macros__ | A notary has to sign it, thats different froma regular lawyer | 17:13 |
| +reinob | ah OK. Then I misunderstood.. | 17:13 |
| joerg | yes, any german notary can do that and the form is attached to the original email/snailmail. It's basically "Aenderungs-Mitteilung MCev Vorstand: Der Vorstand besteht aus: 1. <name, address, signature>; 2. <name, address, signature> and a stamp of the notary | 17:15 |
| joerg | any german notary knows the exact form to use for this, they also will send the form to AGKL after stamping it | 17:16 |
| macros__ | Your neighbour could be a notary too, some lawyers are. you would have to ask him or search him here: https://www.notar.de/notarsuche/notarsuche | 17:17 |
| joerg | I read it can'T cost more than 40€ per attorney | 17:17 |
| joerg | notary | 17:18 |
| +reinob | OK. My neighbor is 100% not a notary, so I'd have to go searching. I was at a notary many years ago when we bought the house, but I wouldn't even remember who that was.. | 17:18 |
| joerg | google (maps) can find notary in your neighborhood | 17:19 |
| macros__ | The costs depend on the "geschäftswert" (monetary value) of the e.V. with a usual minimum of 5.000€ and resulting costs of about 50€ | 17:20 |
| joerg | I read 40€ for the complete registration of an ideal eingetragener Verein (ideal means no business) | 17:21 |
| joerg | so a change of board can't be more | 17:22 |
| macros__ | https://www.rkpn.de/vereinsrecht/veroeffentlichungen/eintragungen-in-das-vereinsregister-wurden-teurer.html got more expensive semi recently. | 17:22 |
| macros__ | But I just read a simple "Unterschriftenbeglaubigung" (signature validation) can be cheaper under circumstances. | 17:23 |
| +reinob | OK. Costs are not an issue. But I'm afraid the form (http://www.swagman.org/juice/agkl_muster_11022022.pdf) leaves me with a lot of questions (it seems to assume that a GA took place, so you need minutes, etc.). And I don't even know if *I* would be the appointed member (AFAIR halftux also offered, and maybe he can deal with this more effectively, if only because of the language) | 17:29 |
| joerg | reinob: that form is just an example/skelleton they provided to give an idea what it _might_ look like, the lady at AGKL said | 17:31 |
| joerg | I suggest: we hold a meeting this weekend where we agree on who's gonna be our new board members (ideally two), then in that meeting juiceme appoints those two as "emergency" members until a regular GA in 4 weeks where we officially elect those two new members. After that initial meeting *the latest*, the board (in spe) starts contacting Notary to get the approval done | 17:35 |
| +reinob | Yup, I just read it now slowly. That means either we prepare a different form reflecting/referring to our Satzung (making it clear that it's about the Notvorstand, §7(6) or whatever), but we cannot know in advance whether whatever we come up with will be good for the notary/AGKL. Or maybe the notary can write the form themselves? | 17:36 |
| +reinob | OK, sorry I wrote before reading your last post. Sounds good. | 17:37 |
| joerg | yes, we can. I talked to that friendly lady and I think I understand what she needs to fulfill the legal requirements | 17:37 |
| joerg | basically it's "at ANY time, the records at AGKL need to hold correct and up-to-date info about who's board ("Vorstand") since only board can act in any legal or business behalf for the Verein | 17:39 |
| +reinob | So basically you (joerg) could draft an appropriate document/form which we (whoever is appointed Notvorstand) can then take to the notary? in that case, I think I could fulfill my part (again, if appointed, in case I'd be the "Not" in "Notvorstand" :) | 17:39 |
| joerg | the notary will do that paper drafting | 17:40 |
| joerg | or will advice you how to do it | 17:40 |
| +reinob | OK. Then I (again, if..) would need to sort of prepare my speech to the notary, so he/she knows WTF I'm talking about and what I need :) | 17:41 |
| +reinob | Ich kriege es hin, hoffentlich :) | 17:41 |
| joerg | they only need one buzz'word' "eingetragener Verein, Aenderung des Vorstands (neue Vorstandsmitglieder) | 17:42 |
| macros__ | If you need any proof reading just mail the members. I will help. | 17:42 |
| +reinob | but there must be some ref. to §7(6) as we're not talking about a regular change of board, but an emergency appointment? | 17:42 |
| joerg | also a nice search term https://startpage.com/do/metasearch.pl?query=eingetragener%20Verein,%20Aenderung%20des%20Vorstands%20(neue%20Vorstandsmitglieder) | 17:42 |
| joerg | reinob: I'd assume we will "legalize" that in a legit GA in 4 weeks and then there's no need to refer to that anymore | 17:43 |
| +reinob | OK. For now (I don't have so much time right now) we/I wait for the meeting which should take place soon (weekend or so), and then I look for a notary and prepare my speech :) | 17:45 |
| joerg | if we schedule a GA for 2022-03-15 and your Notary meeting is 3 days later since you already prepared all stuff beforehand, there shouldn't be any unusual hassle with any special circumstances | 17:45 |
| joerg | reinob: yes, exactly :-) | 17:45 |
| joerg | so, "Thursday 24.03.2020" is already fine with me for the regular GA, if we s/2020/2022/ :-) | 17:48 |
| joerg | and I ask for a informal meeting on weekend (Saturday 19.) so all active members can agree on who's going to enter our new board ("emergency" board until next regular GA we will turn it into a properly elected board) | 17:50 |
| joerg | sounds ok? | 17:51 |
| +reinob | fine by me | 17:53 |
| joerg | juiceme: how about you? | 17:55 |
| joerg | reinob: to not leave any ambiguities: you'd be willing to be Vorstnadsmitglied/board then for the next N years, not only until election, right? | 17:59 |
| joerg | reinob: probably useful read: https://service.berlin.de/dienstleistung/326852/ | 18:01 |
| joerg | Notwendiger Inhalt: | 18:03 |
| joerg | Melden Sie an, welche Mitglieder des Vorstandes ausgeschieden und welche Mitglieder neu in den Vorstand eingetreten sind. Auch Wechsel in den Funktionen der Vorstandsmitglieder sind anzumelden. Geben Sie bitte die Geburtsdaten und Wohnorte der neuen Vorstandsmitglieder an. | 18:03 |
| joerg | reichen Sie bitte das Protokoll dieser Versammlung ein. Notwendiger Inhalt des Protokolls: Name des Vereins, Datum der Versammlung, vollständige Namen der zur Wahl stehenden Kandidaten, eindeutige Abstimmungsergebnisse (Anzahl der Ja- und Nein-Stimmen) und die Erklärung der Gewählten, dass sie die Wahl annehmen. | 18:03 |
| joerg | just in case the change in board actually been done by an election. In case we go for "Notvorstand" (appointment by "third party"): | 18:05 |
| joerg | Bestellung durch Dritte | 18:05 |
| joerg | Ist eine Person oder Institution durch die Satzung zur Bestellung des Vorstandes berechtigt, reichen Sie bitte das Bestellungsschreiben ein und eine Erklärung der bestellten Personen, dass sie das Amt annehmen. Eine Kopie ist ausreichend | 18:05 |
| joerg | this would mean juiceme issues a letter appointing reinob and halftux, and the latter two issue a statement that they accept the appojntment. DONE | 18:07 |
| joerg | all the rest is "free skating" | 18:08 |
| joerg | oh sorry, I missed on the "leaving" part, so again: | 18:09 |
| joerg | this would mean juiceme issues a letter declaring who left and appointing reinob and halftux, and the latter two issue a statement that they accept the appojntment. DONE | 18:10 |
| @juiceme | for me saturday is not the best of days, but I might be able to attend to a very short meeting | 18:10 |
| joerg | Sunday? | 18:10 |
| joerg | Friday? | 18:11 |
| @juiceme | friday would do | 18:11 |
| joerg | fine with me, could you announce it per email? | 18:11 |
| +reinob | joerg: thanks for the info. re. "you'd be willing to be Vorstnadsmitglied/board then for the next N years, not only until election", originally my plan/offer was only with respect to the Notvorstand, so basically to prevent issues like having to pay the fine, etc. but I imagine there won't be many candidates for "regular" Vorstand, so yes, I'd be OK with being part of the board. | 18:11 |
| @juiceme | reinob :) | 18:11 |
| joerg | we'll get this damn thing sorted, ladies and gents :-) | 18:12 |
| -!- mode/#maemo-meeting [+o joerg] by ChanServ | 18:14 | |
| +reinob | joerg: thanks a lot for your support! I guess whatever you do you'll (continue to) be an honorary board member :) | 18:14 |
| -!- joerg changed the topic of #maemo-meeting to: The next Maemo eV meeting is FRIDAY 20:00UTC (21:00CET) | 18:15 | |
| @joerg | change topic if due :-) | 18:15 |
| @joerg | just a suggestion for now | 18:15 |
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| joerg | what the?! A message that you sent could not be delivered to one or more of its recipients. This is a permanent error. juice@swag... peterleinchen@t-o... ryan@rcri... | 18:37 |
| joerg | here's the mail body https://termbin.com/5eir | 18:38 |
| +sicelo | :-) | 18:41 |
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| @juiceme | yes I noticed before that mails don't g thru to peterleinchen, I have asked him over message at forum.sailfish.org if he has changed email address | 18:42 |
| @juiceme | waiting for answer | 18:42 |
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| joerg | hmm, I got another mail transfer error. Did my mail get out to *anybody* at all? | 22:58 |
| joerg | I also didn't receive any replies. I wonder if web.de is fubar, today or long term | 22:59 |
| joerg | juiceme: could you send out an official invitation mail, with the only GA topic "election/confirmation of the new board members"? | 23:01 |
| joerg | also confirm date for the informal meeting FRIDAY 20:00UTC according to the plan "negotiate who's going to get appointed to be interim board and will run for official board on election at the GA" | 23:05 |
| joerg | we need to contact halftux/Christian to ask him if he's willing to run for porper long term board candidate | 23:11 |
| joerg | also if anybody else is willing/intending to apply for a board role, please holler *before* Friday's meeting | 23:13 |
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| joerg | we need at least one additional (emergency) board member to constitute a board with full legal competence to get the new board notarized | 23:18 |
| joerg | which actually is the root cause why we need to do all this, sorta recursive: We need to report the change of board introduced by the two quits, which board only can do with at least TWO members signing that report. So we need an additional board member which again is something we need to report when we got one | 23:24 |
| joerg | IF we wouldn't be obliged to officially report about the 2 quits, we would have no need for any action to be taken | 23:26 |
| joerg | juiceme _could_ simply appoint reinob as new board member, they file the report and notarize it and everything fine. But I think we _ought_ have that informal meeting official GA, and to avoid additional overhead with a second time notirizing and reporting changes we should try to keep the board unchanged during that GA | 23:30 |
| joerg | both meetings could be as short as 20 minutes, just polling votes | 23:32 |
| +sicelo | joerg: i got your mails | 23:37 |
| +sicelo | for board, how many do we need to have in Germany? i guess all? or most? | 23:38 |
| joerg | 2 | 23:39 |
| joerg | I don't know if that's according to our own bylaws or a german legal law, doesn't matter, we need *two* board members for any business or legal transaction, incl reports to AGKL about changes in board | 23:40 |
| joerg | btw, I mentioned it already a few days ago, I just again do it now: according to our bylaws, it's *council* duty to run elections, doesn't mean we couldn't do without but officially the invitation etc would be a task for council, not board | 23:44 |
| +sicelo | yes, correct @council :-) | 23:48 |
| +sicelo | seems most of the last elected council are still around. only eeklelund i haven't seen for a while | 23:50 |
| joerg | anyway, each day later the invitation gets sent is a day later for the GA to hapen and thus delaying the notarization, unless we want to to all that Notary legal dance mambojumbo TWO times. So I'd plea to send that invitation ASAP | 23:56 |
| joerg | to DO* all that... | 23:57 |
| joerg | obviously I _can't_, simply for technical reasons if nothing else | 23:59 |
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