To clarify: in the question above “to close FoAM vzw” means discontinuing the legal entity of the 'vereniging zonder winst' (non profit association). There are linked issues of applying for funding, keeping the studio, having a collective and management responsibilities, but for this conversation, for the sake of clarity, these issues are kept separate. We focus only on whether or not it makes sense to keep the legal entity of a VZW open. Note that this discussion IS NOT about stopping the existence of FoAM the collective and its activities. It is about what to do with the current legal entity from 2017 onwards.

To warm up for the conversation we looked at the individuals’ thoughts and feelings that arise when we ask the question “what if we close FoAM vzw”. The result was a clear dichotomy:

• Why? was the first association that has made the entanglement of issues apparent

• Chrysalis: associations related to a sense of closure and completion, opening up of new possibilities and new beginnings (and new nebulations); feelings of freedom to move, of no strings attached, of relief, return and spontaneity.

• Loss: not having a VZW would make some types of work impossible, there was a sense of wasted energy and dispersal, paired with sadness and abyssal uncertainty. Aside from the feelings of things being 'gone with the wind', there are practical, legal and financial complications, related to “know your clients” and “anti-money-laundering”, i.e. FoAM’s good reputation that we built with banks, funders, clients, etc. This reputation and all the effort that went into it would be lost and anyone doing something FoAM-like would have to restart from scratch. There is a sense that the structure of the vzw in its current form is unsustainable, but to have it completely disappear might be a waste.

An in-between solution that isn’t as drastic as complete closure is a hibernating vzw: e.g. if there are no activities in 2017, we can officially put the organisation to 'sleep' which minimises legal requirements. If e.g. in 2018 there are new activities, it is quite simple to 'activate' the vzw again.

What do we know for sure? What can we safely presume? What do we not know about closing FoAM as a vzw?

• There would be no day-to-day management required
  
• We would have no studio: no physical and psychological location to bind us
  
• We would lose the benefits of having the non-profit legal structure
  
  • reputation
    
  • track record
    
  • some types of funding wouldn’t be accessible
    
• The vzw facilitates particular types of collective collaborations, which would be more difficult to establish as individual free-lancers. Looking at it from the other direction, the work we do together will determine what we do with the legal entity.

• Some of us would not be able to do the work they are currently doing (e.g. catering, applying for funding from some foundations, etc.)

• A minimum requirement for the FoAM as a collective to keep existing (with or without a legal entity) is the online infrastructure (websites, emails, mailing lists, libarynth…). Without the vzw this is still possible, but new agreements would have to be made about the governance and the finances - which we’ll have to make anyway with the different studios in the coming months.

• If we keep the vzw, but stop structural funding, we can shrink the governance structure back to a minimum of 4 members of which 3 board members. This means much less overhead related to governance, AGMs, membership etc.

• FoAM is a collective entity in its essence, from a content/mission perspective, as well as legally. We are not just a random collection of individuals, but a group of people sharing a philosophy and working together.

• Without the vzw and the collective work, individuals would have to 'fend for themselves' in the marketplace, as freelancers or employees. This would likely mean working more commercially to be able to survive. The choice of work might be more financially motivated than up to now, the artistic/cultural quality could suffer and there would be less time for experimentation.

• It is very likely that there would be more financial stress for each individual. In general: more stress, less time.

• “I would be alone” - if the collective wasn’t there, the bundling of energies would dissipate. In this point it became clear that we need to more clearly separate the issues surrounding the legal entity and the collective.

• In the current economic and political situation, “it is always useful to have legal entities around” - you never know when they might come in handy.

• Up to now the funding and the legal entity have in some ways shaped the type of work we do. For the next period, we would like to find out how we want to work without worrying about the legal structure.

• We presume that the minimum legal requirements for the active VZW is to have 1 AGM per year and submit the 'jaarrekening' (the yearly financial report) to the appropriate authorities. We should check this with the VSDC (Vlaams Studie en Documentatie Centrum voor VZWs - the association for associations).

• What is the situation with compliance and liability to funders after we would close the vzw? E.g. what happens if there is an EC audit? We might still have to be 'on call' for a while, with or without a legal entity, in which case, why close it and lose all the benefits?

• What are our obligations for keeping financial archives after closing the VZW (tax and other authorities? As with the point above, we would still have to keep the archive, we think for about 7 years, so it doesn’t make much difference if we close the organisation or keep it in hibernation.

• What are the costs associated with closing a VZW? We don’t think it’s much, but what would be the benefit? What are the costs of keeping an organisation in hibernation (e.g. bank accounts) and what are minimum costs for keeping FoAM active, but simple to govern?

• Legally what does it mean to close an organisation? What happens to the distribution of assets (furniture, equipment, collections of books, etc.)?

• What are the legal and financial obligations for a VZW in hibernation?

• Regardless of the legal obligations, how would we go about distributing all the STUFF we accumulated over the years?

Keeping the legal entity of FoAM vzw is a separate issue from:

• whether or not to keep the studio
  
• how the organisation is governed
  
• how and on what do we work together.

If the question is whether or not to keep the legal entity in existence, the answer became simple: yes we should. Taking into account all the pros and cons, we decided that closing the vzw would take quite a bit of effort and might prematurely close some doors to prospective funding and collaborations. Whether we keep the VZW active or in hibernation post 2016 depends on the developments in the next year (e.g. lab_for_rituals, as well as on the needs of members (e.g. catering, workshops).

The conclusion of the conversation is:
WE KEEP THE LEGAL ENTITY FoAM VZW until further notice

In order to address the unsustainable elements of the current structure (among others: heavy operational and governance overhead) we have to find out:

• What are the minimal requirements of an active vzw and of a hibernating vzw?
  
• What do we do with the studio?
  
• How do we want to work as a collective and a network (without structural funding)?