Open Food Facts Association - General Assembly - 2023

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Hello,

Traditionally, we've organized the Open Food Facts general assembly in person during our traditional "Open Food Facts Days". As the project grew, we had to find a formula that would allow more participants, particularly from abroad. We therefore decided to hold the general meeting separately from the "OFF Days", by videoconference, and in English.

Invitation

The association's Annual General Assembly will take place on Wednesday, October 11, 2023 from 6pm to 9pm, via videoconference and in English, at the following link: https://link.openfoodfacts.org/2023-AG

The General Meeting is a key event in the project. Open Food Facts is an open project carried out by tens of thousands of volunteers worldwide. Most of our volunteers are not members of the association, but the latter enables us to formalize the project, give it a legal existence and guarantee its democratically-discussed values. The General Assembly covers three main objectives:

  • discuss actions taken since the last AGM (vote on the 2022 moral report and the association's accounts)
  • propose and discuss changes to the project and its governance
  • elect those who will represent the project during the year and take operational decisions until the next general assembly

Don't hesitate to take part!

Details of how to take part are given below.

Open Food Facts membership

If you wish to take part in voting, you can join the association (mostly in French, but should be understandable), or if you are already a member, you must be up to date with your membership fees by going through the membership procedure again.

A useful reminder: for French residents, membership and any additional donation entitle you to a 66% tax reduction on your income tax.

For example: if I donate €20 in addition to the €10 membership fee, I get a 66% reduction of €30, i.e. €19.80: the €30 for Open Food Facts costs me €10.20.

Agenda

Voting

You can take part in the deliberations and votes in two ways:

  • by attending the AGM by videoconference at the following link: https://link.openfoodfacts.org/2023-AG
  • by email to contact@openfoodfacts.org between September 27 and midnight Tuesday October 10, 2023; you will be able to vote to:

Motions to vote on

Motion 1

Open Food Facts' annual budget has grown considerably: around 650,000 euros in 2023. At this point, it's a good idea to have our accounts audited by an outside, independent body. This is the role of the statutory auditor (CAC), who carries out a critical review of the accounts every year. His or her task is to check that operating and financing rules have been respected by the chartered accountant or accounting department that drew up the accounts. In addition, a statutory auditor is mandatory above certain thresholds (source: https://www.service-public.fr/particuliers/vosdroits/F2907 ):

  • if the association receives at least €153,000 in public subsidies (except European subsidies)
  • it receives donations in excess of €153,000 a year, entitling donors to a reduction in income tax or corporation tax

Last but not least, an auditor reassures funders - many of whom ask us for CAC-certified accounts (although this is not a requirement). We therefore propose the following motion: Open Food Facts will appoint a statutory auditor for a period of 3 years, starting at the close of the 2023 financial year.

Motion 2

The chosen auditor is Gatien Renault of Beecount SCOP (Paris, Lyon): https://beecount.fr/

In the event of the chosen auditor being unable to attend, the choice of a new auditor is voted by the Board of Directors.

Motion 3

Object of the modification: Modification of article 13, 4th paragraph, to change the term of office and method of renewal of the Board of Directors.

Proposed Amendment': Replace the current text of the 4th paragraph of article 13, which is as follows: "The members of the Board of Directors are elected for two years by the General Meeting. Half the Board of Directors is renewed each year, and in the first year, outgoing members are chosen by lot. In the event of vacancies, the Board of Directors temporarily replaces its members until the next Annual General Meeting."

By the following text: "'Members of the Board of Directors are elected for three years by the General Meeting. As one-third of the Board of Directors is renewed each year, the first third of outgoing members are chosen by lot during the first two years. In the event of vacancies, the Board of Directors temporarily replaces its members until the next Annual General Meeting.""

Rationale: The purpose of this amendment is to allow for a more gradual renewal of the association's Board of Directors, thus promoting greater continuity in the management of the association while maintaining regular elections.

Vote: We seek the approval of the members present at this Ordinary General Meeting for the proposed amendment to article 13, paragraph 4, of the association's bylaws.

Motion 4

Second Motion to amend the Association's Articles of Association

Object of the modification: The addition of an article 15 bis, to subject members of the Board of Directors to an obligation to declare their interests.

Proposition: Insert an article 15 bis as follows:

Article 15 bis: Declaration of interests by members of the Board of Directors

In order to prevent real or perceived conflicts of interest and to guarantee transparency and ethics within the association, members of the Board of Directors are subject to an obligation to declare their interests.

1. obligation to declare interests

Each member of the Board of Directors must submit a written declaration of interests within 30 days of his or her election or appointment, and update it annually or as soon as a significant change occurs in his or her situation. The declaration of interests must be addressed to the Chairman of the association and kept in a register accessible to members of the Board of Directors.

2. Content of the declaration of interests

The declaration of interests must include the following information:

  • The member's current and past professional activities, including jobs, mandates and affiliations with other organizations, public or private, profit or non-profit;
  • Management or advisory positions held in other associations or foundations;
  • Significant financial holdings in companies or entities with a direct or indirect link to the association's purpose;
  • Donations, subsidies, contracts or benefits received directly or indirectly from organizations or individuals with a link to the association's purpose;
  • Any other situation or information likely to create a real or perceived conflict of interest with the member's responsibilities on the association's Board of Directors.

3. Confidentiality and transparency

The information contained in declarations of interest is confidential and may only be disclosed to other members of the Board of Directors. However, the association may decide to publish a non-nominative summary of declarations of interest on its website or in its annual reports, in order to guarantee transparency vis-à-vis its members and the public.

4. Managing conflicts of interest

When a member of the Board of Directors considers that he/she is in a situation of real or perceived conflict of interest on a subject, he/she must inform the President of the association and abstain from participating in any discussion or decision concerning the subject in question. The Chairman may, if necessary, consult the other members of the Board to determine how best to manage the conflict of interest.

5. Breaches and sanctions

In the event of failure to comply with the obligation to declare interests or to manage conflicts of interest, the Board of Directors may decide to impose sanctions on the member concerned, in accordance with the provisions of the association's Articles of Association. Possible sanctions in the event of a breach of the obligation to declare interests include, but are not limited to, a written warning, temporary suspension from the position of member of the Board of Directors or removal from that position, depending on the seriousness of the breach.

Rationale: This modification is intended to prevent real or perceived conflicts of interest within the association's Board of Directors.

Vote: We seek the approval of the members present at this Ordinary General Meeting for the addition of the proposed article 15 bis to the association's bylaws.


The Annual General Assembly is an ideal time to take stock, and we look forward to your presence to enrich the debates and bring the project to life!

The Open Food Facts Board of Directors and permanent team.

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