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

[Halla Rempt]

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/
>