Krita Foundation Board of Directors. Some thoughts and questions...

[Emmet O'Neill]

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?


*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?


*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."
>


*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?

*5.) *Are there any structural changes that the Krita project should (or
needs to) make in terms of fundraising, governance and transparency?

---

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/
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