Administrative announcements
On September 1, 2023, it is decided to establish OpenStreetMap Belgium asbl by:
- Ben Abelshausen, Sparrenweg 6, 2275 Lille
- Jonathan Beliën, de Smet de Naeyerlaan 230 box 5, 1090 Jette
- Thierry Jimenez-Scholberg, Quinauxstraat 3, 1030 Schaerbeek
- Joost Schouppe, Kluisbos 31, 1501 Halle
The governing body at its inception consists of Jonathan Beliën, Thierry Jimenez-Scholberg and Joost Schouppe.
The address of the OpenStreetMap Belgium asbl is de Smet de Naeyerlaan 230 bus 5, 1090 Jette.
The asbl has an official website, being : www.openstreetmap.be The vzw has an official e-mail address, being: [email protected] Any communication at this address by the members is considered valid.
The association bears the name OpenStreetMap Belgium vzw / OpenStreetMap Belgium asbl, abbreviated as OSM.be
The registered office is located in the Brussels Capital Region.
The asbl has an official website and has an official e-mail address. Any communication at this address by the members is considered valid. The governing body may change the website address and e-mail address even if they appear in the articles of association.
- OpenStreetMap Belgium vzw is the face of the OpenStreetMap project in Belgium. The non-profit organization supports the project by being a point of contact for data users. The non-profit organization builds an inclusive community of volunteers and organizations that maintain the map data. The non-profit organization defends the vision of the Belgian OpenStreetMap community within the international structures of the OpenStreetMap project.
- The non-profit organization carries out or supports independent projects that can contribute to the quality and use of the map data. This can include software projects, technical support, mapathons and other events.
- In addition, the asbl may engage in any activities that directly or indirectly contribute to the realization of its purpose, including commercial and profit-making activities, the proceeds of which will always be allocated in full to the realization of its purpose.
- The association may not directly or indirectly distribute or provide any pecuniary benefit to the founders, members, directors or any other person except for the disinterested purpose specified in the articles of association. Any transaction in violation of this prohibition shall be null and void.
- The association may join as a club to another NPO with the same goals in mind.
The association is established for an unlimited duration.
- The non-profit organization seeks the largest possible number of members, provided they are active within the organization.
- The minimum number of members is 10.
- All natural persons can become members upon simple request to the governing body of the asbl. The governing body then further explains the expectations of the non-profit organization towards (candidate) members: the names of the members are publicly available, the member is expected to come to meetings and commit to the non-profit organization. Once the prospective member confirms to meet these expectations, the membership starts automatically.
- Membership is free of charge.
- Members are not anonymous. There is a public list of members' names. It is allowed but not required to also publish the OpenStreetMap username on that list. The list also contains address information, but it is not published.
- Membership may be suspended by the Governing Body for non-compliance with the Code of Conduct as documented at osm.be/c_o_c. In case of suspension, termination of membership will be put on the agenda at the next General Assembly.
- Members may automatically be considered resigning. The organization expects a minimum level of participation from its members. Anyone who fails to participate (by proxy or otherwise) at two consecutive General Assemblies and does not apologize will be considered resigning.
- Membership may be terminated at any time by the member subject to an email to the governing body.
- Members from 60 days of membership are entitled to vote at the general meeting and for board elections.
- Any organization that subscribes to the mission of OpenStreetMap Belgium can become an affiliated member.
- Membership starts for one year on the day of receipt of the membership fee.
- The membership fee is differentiated between SMEs and other organizations. It amounts to 1000 euro for SMEs and 2500 euro for other organizations and can be doubled by the General Assembly. The amount can be adjusted annually by decision of a general assembly. The membership fee can be paid partly in the form of services in kind to the non-profit organization, in negotiation with the governing body.
- The membership fee can be fixed at a general meeting.
- OpenStreetMap Belgium supports the OSM-related projects of its members, with advice and internal promotion.
- In principle, OpenStreetMap Belgium always shows the logos of its corporate members during events and on promotional material.
- Corporate members are affiliated members only, and thus have no voting rights during the general assembly, nor for the governing body. They may, however, participate in general meetings unless there is a closed session.
- Membership can be cancelled by the organization at any time. However, membership fees are not refundable.
- Membership may be terminated by a 2/3rds majority vote at a general meeting for non-compliance with the code of conduct or for actions that are clearly contrary to the mission of the non-profit organization.
The general meeting has the following powers:
- the amendment of the statutes.
- the appointment and dismissal of the directors and the determination of their remuneration in case a remuneration is granted.
- the discharge of the directors, as well as, where appropriate, the institution of association proceedings against the directors.
- the approval of the annual accounts and the budget.
- the dissolution of the association.
- only the GA can exclude a member, with the exception of automatic exclusion as described under article II.1. The vote related to the exclusion of members follows the same rules as for modifying the statutes.
- the conversion of the VZW into an iVZW, a cooperative society recognized as a social enterprise or into a recognized cooperative society social enterprise.
- making or accepting a contribution for no consideration of a generality [note: this is an obligatory statement, which is about accepting the assets of an entire other NGO or giving the entire OSM.be NGO to another NGO].
- any other cases in which the law or the bylaws require it.
The annual general meeting will take place during the first 3 months after the close of the financial year. The approved annual accounts will be filed with the Registry within the month following approval. A general meeting may be called whenever the governing body deems it necessary or when at least one fifth of the members request it.
- Date, time and agenda must be communicated at least 30 days in advance. This is done by e-mail. Official agenda items cannot be added afterwards. In urgent cases, this period can be shortened to 15 days, provided there is only one agenda item.
- A general meeting can proceed physically, digitally or hybrid.
- The general meeting is validly constituted if at least 1/4 of the members are present. At least one board member must be present. When the law requires a higher quorum for specific decisions, this must of course be achieved.
- Decisions are made by simple majority, except as stipulated elsewhere in this document or by law. In determining the denominator, we count only valid votes, excluding abstentions. In case of equality of votes, the majority within the governing body shall prevail.
- At general meetings, the bylaws can be amended by 2/3rds majority. Numerator and denominator are those present, excluding void votes and abstentions. This is only possible if at least 2/3rds of the members are present. If this is not achieved, a new session can be called for which there is no minimum attendance requirement.
Any member may give a proxy to another member subject to an email to the governing body and the recipient of the proxy. A member may receive a maximum of one proxy.
The meeting shall be chaired by one of the Board members present.
Third parties may be invited to the general meeting as observers by the governing body if this is in the interest of the non-profit association.
- Minutes of the general meetings are published publicly on osm.be/minutes and are available at the headquarters of the asbl.
- The Governing Body shall have all powers not assigned by law or by the Articles of Association to another body of the Association.
- The governing body may mandate third parties for management tasks or representation.
- There shall always be no more or less than 3 directors.
- Only natural persons who are members can be directors.
- Directors are elected for two years by the members (natural persons).
- If a director's seat becomes vacant before the end of his mandate, the remaining directors have the right to co-opt a new director to complete the current mandate. The next general meeting must confirm the mandate of the co-opted director. Upon confirmation, the co-opted director terminates the mandate of his predecessor. In the absence of confirmation, the co-opted director's mandate ends at the end of the general meeting, without prejudice to the regularity of the composition of the governing body up to that time.
- Board members may resign at any time subject to an email to the governing body. If a director resigns, new elections will follow.
- A director's mandate may be terminated at a general meeting by simple majority.
- The mandate of a board member expires automatically upon expiration of the term, legal incapacity or death.
- The directors shall act as a college.
- All directors must be present. However, a director may be represented by another director by proxy. A director may represent a maximum of one other director. If a director is absent from two consecutive board meetings without a proxy and without apology, they shall be considered to be resigning automatically.
- Decisions are made by simple majority. Abstentions are included in the denominator.
- When discussing an agenda item in which a director present may have a pecuniary advantage, he or she may not participate in the discussion. The director must signal this himself.
- Minutes of meetings are published publicly on osm.be/minutes. They are signed by the chairperson of the meeting and the board members who request them.
In judicial acts, the association shall be represented by two directors. In extrajudicial acts, the association is validly represented by the signature of one of the directors.
- The directors are elected by the members.
- The three candidates with the most votes are elected.
- An election is valid only if at least 1/2 of the members participate.
- Elections coincide with a general meeting. They are included in the agenda and are announced 30 days in advance. For 14 days, members who have been members for at least 60 days at the time the elections are announced can stand as candidates. Exceptions can be made by the directors by unanimous decision.
- Elections can be held online and anonymously before the General Assembly. Voting is opened once candidacies have been closed, and remains possible until one day before the General Assembly. Voting is done through opavote.com or any platform with the same functionalities.
If the non-profit organization is dissolved and there are residual assets, these will be transferred to a successor organization, another Belgian non-profit organization with a similar purpose (open, geo and co-creative) or to another OpenStreetMap-related non-profit organization.
Upon voluntary dissolution, the general meeting shall appoint one or two liquidators and determine their powers.
Each year, the governing body submits the annual accounts and budget to the general meeting for approval no later than June 30. Discharging the directors is done through a separate agenda item. The financial year runs from January 1 to December 31 of the same year. The approved annual accounts are filed with the Companies Court at the latest one month after approval.
For anything not provided for in these Articles of Association, reference is made to the Companies & Associations Code.