Clarifying the status of treasurer for Kiez Burn e.V.
Owl
Public
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This advice process is about some clarifying changes in the bylaws of Kiez Burn e.V. to make clear that the treasurer is actually part of the board.
Proposer
@Owl
Proposer’s role:
I'm member of the board of Kiez Burn e.V.
Information gathered before posting.
Seeking legal advice, consulting the current bylaws.
People/roles most affected by this proposal.
treasurer @Kathleen
Members of Kiez Burn e.V.
People/roles with the most knowledge and experience relevant to this proposal:
Boardies (also former)
Do we have actual lawyers in the community?
treasurer @Kathleen
The proposal
Background
Our bylaws state that the board will be elected by the general assembly with one head of the board and one to six additional members ("Der Vorstand im Sinn des § 26 BGB besteht aus dem bzw. der Vorsitzenden und mindestens einem, höchstens sechs weiteren Mitgliedern"). According to the bylaws the treasurer is determined by the board within a month ("Spätestens einen Monat nach derMitgliederversammlung bestimmt der Vorstand gemeinsam die SchatzmeisterIn").
There are two problems:
That is not in sync with our practice of electing the treasurer (though you could say that the board is following the election results with their nomination).
It is not totally clear if the board is nominating someone "external" as a treasurer, especially if there are already 6+1 board members. Since the treasurer is handling a lot of responsibility (and money) they should be/become a member of the board.
I think the statements in the bylaws are legacy from experiences of the early years, where finding a treasurer was a very difficult task, so someone had to be picked ... But with Kathleen's work and the growing experience, it could be handled as it common practice for associations.
The proposal
The first two bulletpoint of §12 (Vorstand) shall be changed to
Der Vorstand im Sinn des § 26 BGB besteht aus dem bzw. der Vorsitzenden, der SchatzmeisterIn und mindestens einem, höchstens sechs weiteren Mitgliedern. Sie vertreten den Verein gerichtlich und außergerichtlich. Zwei Vorstandsmitglieder vertreten gemeinsam.
Der Vorstand wird von der Mitgliederversammlung auf unbestimmte Zeit gewählt und bleibt im Amt bis ein neuer Vorstand gewählt ist.
(board extended to head+treasurer+up to six more members, no extra naminig of a treasurer after the General assembly)
How would the proposal be implemented?
It will be handed in for the next general assembly, either the regular general assembly in Q4/2023, or any extraordinary general assembly, whatever is coming first. The general assembly shall vote on the change, and the board will hand the change to the notary with the protocol of the voing.
Who would implement this proposal?
Owl/Board
When would this proposal be implemented?
It will official handed over to the board as soon the advice process is fulfilled.
What would be the cost (time, money, effort, etc.) of this proposal?
No extra costs, the change will handed over to the notary with the "normal" board changes (if any).
What are the advantages of this proposal (relative to the current situation and/or counterproposals)
It brings the position of the treasurer on the the level of responsibility it deserves. It prevents legal risks from the treasurer not having a real board position.
What are the disadvantages of this proposal (relative to the current situation and/or counterproposals)
We have an extra point to discuss at the general assembly.
If we don't have board changes, we have to consult (and pay) the notary just for that.
If less than 2/3 of attending members at the general assembly vote for the change, the unclear situation continues.
The board is official 8 people then, not 7+1.
Decision
A decision if we want to have the bylaws changed according to the proposal.
Owl Sun 30 Apr 2023 10:22AM
@Alex Kaos Hmm. Starting on the last part: I agree that liability can feel like a burden, even with a directors insurance which also covers "light" wrongdoings. But working correctly with money is also a responsibility which includes doing things the right way (like the cash advisors taking over part of liability towards the tax office by certifying the cash report). I would never question Kathleen abilities or intentions, but I don't know her successors in twenty years or so.
I understood now that the construct as it is, and though I've found in my research some opinions against it, I also found some in favour of it. But I'm still irritated at two things:
a) in the general assembly it was not clear that the voting for the treasurer was not the same like the others, but a symbolic one. The boardies running the election process should make that more clear from now on.
b) If the treasurer isn't carrying the liability, who is? I understood that we have some form of delegation here, but I haven't noticed yet, if a specific board member is overseeing the financial operation to make sure that the board are actively accepting our liability? I know that we have a trustful relationship, but like contracts our bylaws are ment for rough waters in the future. Some of these things are sort of covered by laws in and around the association law, but for me they are often unclear and might also depend on different (lawyers) perspectives, so having explicitly stated in our bylaws usually helps understanding what we want.
I know that Kiez Burn e.V. as a for-profit association has a few fewer risks (like not risking non-profit status due to expenses outside of the mission statement), but on the other side we are running quite a "business" with and for the community (small compared to ADAC, but large compared to personal yearly incomes). So in my opinion we should make sure that no one will wake up one day and find themself in a situation where they are blamed for something they should have known, but didn't care for in time.
What do you think?
Owl Thu 25 May 2023 10:59AM
So, to conclude the learnings from this advice process:
I will add (or communicate) to the procedures of the general assembly that the treasurer is just nominated by the vote of the members, and will be chosen officially by the board
the board is aware (or will be) that they are carrying the liability for the financial situation. The treasurer is working on behalf of the board.
Currently I don't see more open things for this advice process.
Alex Kaos · Fri 7 Apr 2023 7:27AM
We discussed this as a board when I was both a board member and the treasurer. I'm not sure if the advantage of making this change official is really worth it. It's uncertain if Kathleen would have accepted the Treasurer role if it had been explicitly linked to the board role, and considering how challenging it was to find an heir to the treasurer role, and it's vital improtance for the operation of the verin, I would consider adding any barriers to that process a hinderance more than a help.
In addition, during my time on the board, and in discussion with external bookeepers and tax advisors, I was informed that it is actually common practice to keep the board and treasurer roles seperated.
However the board does take the final liability for the handling of the finances, which supports this proposal to have the treasurer to be equally liable in the event of any mishandling.
I'm still not sure why we would need to go to any effort to make this link explicit. Our vote for the schatzmeister in the GA is 'symbolic', or an advisory vote for the board's decision of the treasurer, but I cannot vorsee any future assembly in which that is a problem.
Also the board can make the decision for themselves whether they accept a Schatzmeister that isn't an elected member or not. It is their decision to make as it is their own liability at risk.
Ultimately it is likely better to have a schatzmeister that is competent, willing and focused, but refuses the liabilty of boardship, than to have an uncertain or uncommitted boardie take on the dual-role because no viable replacement could be found.