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f15:foam_vzw [2015-06-08 16:06] – majaf15:foam_vzw [2015-06-08 16:28] (current) – maja
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 ==== What if we close FoAM vzw? ==== ==== What if we close FoAM vzw? ====
  
-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 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 for the sake of clarity of this conversation, 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 as the collective, nor its activities. It is about what to do with the current legal entity from 2017 onwards.
  
 === Associations === === Associations ===
  
 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: 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.   * **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.
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   * **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.   * **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.+Aside from this dichotomy one of the associations was: **Why?**. Upon further inquiry the question was: why close a  legal entity that could be useful to the members and their potential projects. The answer is another question: "who wants to carry the legal and financial responsibility for FoAM vzw post 2017?" This question opens a whole other Pandora's box of issues which are not directly relevant to the question "what if we close FoAM vzw", but it is a question worth coming back to closer to the end of 2016. 
 + 
 +Early in the discussion we talked about an in-between solution that isn’t as drastic as complete closure: a **hibernating vzw**: we can officially put the organisation to 'sleep' which minimises legal requirements. For example, if we have no activities in 2017, the VZW is 'asleep', and then in if there are  new activities in 2018 it is quite simple to 'activate' the vzw again (or so we presume, this is to be verified). 
  
 === Known, presumed and unknown === === Known, presumed and unknown ===
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 == Known == == Known ==
  
-  * There would be no day-to-day management required\\+  * Without a VZW (or with a VZW in hibernation) here would be no day-to-day management required and the overhead costs would be minimal.\\ 
   * We would have no studio: no physical and psychological location to bind us\\   * 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\\   * We would lose the benefits of having the non-profit legal structure\\
     * reputation\\     * reputation\\
     * track record\\     * track record\\
     * some types of funding wouldn’t be accessible\\     * 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.   * 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.
  
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   * 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.   * 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.+  * 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 act as board members. The roles can rotate as well. This means much less overhead related to governance, AGMs, membership etc.
  
 == Presumed == == Presumed ==
  
-  * 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.+  * 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, ethics, etc. 
  
   * 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.   * 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.
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   * It is very likely that there would be more financial stress for each individual. In general: more stress, less time.   * 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.+  * "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 - we don't necessarily need the VZW to work collectively.
  
   * 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.   * 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.   * 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.
 +
 +  * The current funding (for the vzw) encourages stability (and in some ways stagnation): we can't suddenly grow much bigger if the work we do needs us to.
  
   * 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).   * 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).
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   * how and on what do we work together.   * 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]], follow-up of [[:/future_fabulators/start]], as well as on the needs of members (e.g. catering, workshops)).+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]], follow-up of [[:/future_fabulators/start]], as well as on the needs of members (e.g. catering, workshops)). It might become more relevant to explore how to realise FoAM's original business plan consisting of an ecology of organisations where the VZW is fed by its for-profit spin-offs.
  
 The conclusion of the conversation is:\\ The conclusion of the conversation is:\\
-**WE KEEP THE LEGAL ENTITY FoAM VZW until further notice**+**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: 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? Maja/Pieter to contact VSDC, Barbara to talk to Marc (sometime in autumn).\\ +  * What are the minimal requirements of an active vzw and of a hibernating vzw? How can a vzw be activated after a period of hibernation? Maja/Pieter to contact VSDC, Barbara to talk to Marc (sometime in autumn).\\ 
-  * What do we do with the studio? A follow up discussion to be had about this in autumn, and after several experiments as decided in the [[studio]] conversation in March.\\+  * What do we do with the studio? A follow up discussion to be had about this in autumn, after several experiments as agreed in the [[studio]] conversation in March.\\
   * How do we want to work as a collective and a network (without structural funding)? To be discussed at the FoAM retreat and other individual ponderings and collective conversations over the coming year(s).   * How do we want to work as a collective and a network (without structural funding)? To be discussed at the FoAM retreat and other individual ponderings and collective conversations over the coming year(s).
 +  * Who wants to carry the legal and financial responsibility for FoAM vzw post 2017 (board, director(s), core team, or another governance structure)? To be discussed in 2016, when it becomes clear where the collective is going...
  
  • f15/foam_vzw.1433779600.txt.gz
  • Last modified: 2015-06-08 16:06
  • by maja