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Subject: Re: Krita Foundation Board of Directors. Some thoughts and questions...
From: "Emmet O'Neill" <emmetoneill.pdx () gmail ! com>
Date: 2022-07-10 19:28:24
Message-ID: CANZHueY9N=upE0dQh7en228607hDTzBpWx_nYApt7s4nE+JTbw () mail ! gmail ! com
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Ok, thanks for answering my questions Halla.
On Fri, Jul 8, 2022 at 7:08 AM Halla Rempt <halla@valdyas.org> wrote:
> On woensdag 6 juli 2022 05:35:04 CEST Emmet O'Neill wrote:
> > Hey everyone.
> >
> > I didn't say much in response to Halla's call for board members when it
> was
> > brought up at the meeting this morning--not only because I was still
> waking
> > up, but also because I wanted to take some time today to look into it
> > before making any kind of [social/business/legal] commitment.
> >
> > Personally, I would be open to joining the board in an official capacity,
> > but I really want to make sure that I understand the obligations, as well
> > as any potential risks and liabilities associated with doing so.
> > I figure that other people may have similar questions too, so it might be
> > to everybody's benefit to discuss this more in depth here...
> >
> > *1.) *In concrete terms, what are the responsibilities and obligations
> of a
> > member of Krita's board?
>
> You need to do everything that's needed to make the foundation function,
> as to its goals and activities, in society. That's pretty meaningless,
> though. You need to be involved in decisions and sign some documents, like
> a yearly financial statement.
>
> I _do_ need help with admin stuff, since I'm horrible at it.
>
>
> > *2.)* What, if any, are the risks and liabilities associated with joining
> > Krita's board? Are board members liable for any taxes or debts associated
> > with the foundation? Are there any outstanding liabilities that
> prospective
> > members should know about?
> >
> > This article on business.gov.nl
> > <
> https://business.gov.nl/starting-your-business/choosing-a-business-structure/foundation/
> >
> > implies the liabilities are pretty low:
> >
> > A *stichting* is a legal entity, which means that its committee members
> are
> > > theoretically not liable for any debts. There are, however, exceptions
> to
> > > this rule. For example, mismanagement, negligence or failure to list
> the
> > > *stichting* in the Dutch Business Register.
> > >
> >
> > But is there anything else we should know about these exceptions or other
> > possibilities of personal liability for members?
>
> Not that I know.
>
> > *3.) *Is simultaneously being a developer/contractor and a board member
> > consistent with Netherlands laws and the articles of association of Krita
> > as a nonprofit? In other words, is it a problem to work on Krita for
> money
> > while also serving as a member of the board?
> >
> > I ask because business.gov.nl says this, and I don't know enough about
> the
> > type of entity that the Krita Foundation is to determine whether my paid
> > work as a contractor will continue to be OK:
> >
> >
> > > "As a member, you can be employed by the foundation. You receive a
> > > compensation for your labour, which needs to be in proportion to the
> work
> > > you have performed. Associations with an ANBI status are not allowed to
> > > employ members. Usually, the members only receive a compensation for
> costs
> > > incurred."
> > >
>
> I'm not totally sure, I think it wouldn't be a problem -- we don't have
> ANBI status -- but ideally, I'd prefer for board members to either be paid
> through HRS, or be volunteers. Note that the foundation only pays for work
> done outside the EU (with some exceptions) because of VAT. People inside
> the EU, paid through HRS could be board members. I think.
>
> If we don't get enough members, I think us not being an ANBI plus the work
> being done being according to the goals and proportional would make it fine
> for you to be a board member.
>
> >
> > *4.) *Eoin and I have a separate, for-profit business partnership under
> > which we currently sell software and services that are not associated
> with
> > Krita, and we intend to continue doing so. Would that present an issue or
> > conflict of interest to anybody if I were to become a member of Krita's
> > board?
>
> No, not at all.
>
> >
> > *5.) *Are there any structural changes that the Krita project should (or
> > needs to) make in terms of fundraising, governance and transparency?
>
> I don't know... Probably. We had our last big shake-up in 2017, but all
> this UBO stuff is changing everything.
>
> Like, we might have to change payment providers because Mollie wants the
> accountant to sign a piece of paper that the accountants refuse to sign...
>
>
> > ---
> >
> > I hope these questions are not super obvious to everybody else, but I
> left
> > the meeting feeling unsure about them and feel that it's probably due
> > diligence to make sure that I can mostly answer them before volunteering.
> > Like just about all of you, I believe in Krita and would be happy to help
> > make sure that the foundation is working towards its mission and meeting
> > its obligations. I just want to make sure I know what that entails! :)
> >
> > Emmet
> >
> > ---
> >
> > Some links for anybody else who might be looking for more information on
> > Dutch Foundations and UBO:
> >
> >
> https://business.gov.nl/starting-your-business/choosing-a-business-structure/foundation/
> >
> >
> https://business.gov.nl/regulation/ubo-register-ultimate-beneficial-owner/
> >
> >
> https://www.kvk.nl/english/registration/ubo-report/g2-who-are-the-ubos-in-your-organisation/
> >
>
>
>
>
>
[Attachment #3 (text/html)]
<div dir="ltr">Ok, thanks for answering my questions Halla.<br></div><br><div \
class="gmail_quote"><div dir="ltr" class="gmail_attr">On Fri, Jul 8, 2022 at 7:08 AM \
Halla Rempt <<a href="mailto:halla@valdyas.org">halla@valdyas.org</a>> \
wrote:<br></div><blockquote class="gmail_quote" style="margin:0px 0px 0px \
0.8ex;border-left:1px solid rgb(204,204,204);padding-left:1ex">On woensdag 6 juli \
2022 05:35:04 CEST Emmet O'Neill wrote:<br> > Hey everyone.<br>
> <br>
> I didn't say much in response to Halla's call for board members when it \
was<br> > brought up at the meeting this morning--not only because I was still \
waking<br> > up, but also because I wanted to take some time today to look into \
it<br> > before making any kind of [social/business/legal] commitment.<br>
> <br>
> Personally, I would be open to joining the board in an official capacity,<br>
> but I really want to make sure that I understand the obligations, as well<br>
> as any potential risks and liabilities associated with doing so.<br>
> I figure that other people may have similar questions too, so it might be<br>
> to everybody's benefit to discuss this more in depth here...<br>
> <br>
> *1.) *In concrete terms, what are the responsibilities and obligations of a<br>
> member of Krita's board?<br>
<br>
You need to do everything that's needed to make the foundation function, as to \
its goals and activities, in society. That's pretty meaningless, though. You need \
to be involved in decisions and sign some documents, like a yearly financial \
statement.<br> <br>
I _do_ need help with admin stuff, since I'm horrible at it.<br>
<br>
<br>
> *2.)* What, if any, are the risks and liabilities associated with joining<br>
> Krita's board? Are board members liable for any taxes or debts \
associated<br> > with the foundation? Are there any outstanding liabilities that \
prospective<br> > members should know about?<br>
> <br>
> This article on <a href="http://business.gov.nl" rel="noreferrer" \
target="_blank">business.gov.nl</a><br> > <<a \
href="https://business.gov.nl/starting-your-business/choosing-a-business-structure/foundation/" \
rel="noreferrer" target="_blank">https://business.gov.nl/starting-your-business/choosing-a-business-structure/foundation/</a>><br>
> implies the liabilities are pretty low:<br>
> <br>
> A *stichting* is a legal entity, which means that its committee members are<br>
> > theoretically not liable for any debts. There are, however, exceptions \
to<br> > > this rule. For example, mismanagement, negligence or failure to list \
the<br> > > *stichting* in the Dutch Business Register.<br>
> ><br>
> <br>
> But is there anything else we should know about these exceptions or other<br>
> possibilities of personal liability for members?<br>
<br>
Not that I know.<br>
<br>
> *3.) *Is simultaneously being a developer/contractor and a board member<br>
> consistent with Netherlands laws and the articles of association of Krita<br>
> as a nonprofit? In other words, is it a problem to work on Krita for money<br>
> while also serving as a member of the board?<br>
> <br>
> I ask because <a href="http://business.gov.nl" rel="noreferrer" \
target="_blank">business.gov.nl</a> says this, and I don't know enough about \
the<br> > type of entity that the Krita Foundation is to determine whether my \
paid<br> > work as a contractor will continue to be OK:<br>
> <br>
> <br>
> > "As a member, you can be employed by the foundation. You receive a<br>
> > compensation for your labour, which needs to be in proportion to the \
work<br> > > you have performed. Associations with an ANBI status are not \
allowed to<br> > > employ members. Usually, the members only receive a \
compensation for costs<br> > > incurred."<br>
> ><br>
<br>
I'm not totally sure, I think it wouldn't be a problem -- we don't have \
ANBI status -- but ideally, I'd prefer for board members to either be paid \
through HRS, or be volunteers. Note that the foundation only pays for work done \
outside the EU (with some exceptions) because of VAT. People inside the EU, paid \
through HRS could be board members. I think.<br> <br>
If we don't get enough members, I think us not being an ANBI plus the work being \
done being according to the goals and proportional would make it fine for you to be a \
board member. <br> <br>
> <br>
> *4.) *Eoin and I have a separate, for-profit business partnership under<br>
> which we currently sell software and services that are not associated with<br>
> Krita, and we intend to continue doing so. Would that present an issue or<br>
> conflict of interest to anybody if I were to become a member of Krita's<br>
> board?<br>
<br>
No, not at all.<br>
<br>
> <br>
> *5.) *Are there any structural changes that the Krita project should (or<br>
> needs to) make in terms of fundraising, governance and transparency?<br>
<br>
I don't know... Probably. We had our last big shake-up in 2017, but all this UBO \
stuff is changing everything.<br> <br>
Like, we might have to change payment providers because Mollie wants the accountant \
to sign a piece of paper that the accountants refuse to sign...<br> <br>
<br>
> ---<br>
> <br>
> I hope these questions are not super obvious to everybody else, but I left<br>
> the meeting feeling unsure about them and feel that it's probably due<br>
> diligence to make sure that I can mostly answer them before volunteering.<br>
> Like just about all of you, I believe in Krita and would be happy to help<br>
> make sure that the foundation is working towards its mission and meeting<br>
> its obligations. I just want to make sure I know what that entails! :)<br>
> <br>
> Emmet<br>
> <br>
> ---<br>
> <br>
> Some links for anybody else who might be looking for more information on<br>
> Dutch Foundations and UBO:<br>
> <br>
> <a href="https://business.gov.nl/starting-your-business/choosing-a-business-structure/foundation/" \
rel="noreferrer" target="_blank">https://business.gov.nl/starting-your-business/choosing-a-business-structure/foundation/</a><br>
> <br>
> <a href="https://business.gov.nl/regulation/ubo-register-ultimate-beneficial-owner/" \
rel="noreferrer" target="_blank">https://business.gov.nl/regulation/ubo-register-ultimate-beneficial-owner/</a><br>
> <br>
> <a href="https://www.kvk.nl/english/registration/ubo-report/g2-who-are-the-ubos-in-your-organisation/" \
rel="noreferrer" target="_blank">https://www.kvk.nl/english/registration/ubo-report/g2-who-are-the-ubos-in-your-organisation/</a><br>
> <br>
<br>
<br>
<br>
<br>
</blockquote></div>
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