Group: Ipernity General Assembly (IGA)

The meeting starts in 15 minutes.

Please comment only when asked. If you follow the chat of the meeting organizers on Discord, then please report any technical problems on the IGA2021 public channel there.

▶ Please write 'present' in a comment in the 'Sign the register' discussion as you arrive.
☞ ☞ Click here to switch to this register

▶ After you have posted, use the link
☞ ☞ Welcome! / Bienvenue ! / Willkommen! in the left hand panel to return to this discussion.

The meeting starts in 5 minutes.

Agenda item 1: Opening

Dear Club members of ipernity!

We welcome you and hereby open the Ipernity General Assembly 2021.

Our communication with each other will mainly take place here, in this discussion. To translate these posts into your native language, use ipernity's internal translation function please. To do this, click on the "Translate" link directly below each post.

Because the ipernity group uses static web pages, you should reload or refresh the web page at regular intervals (every 1 to 2 minutes), to make visible the updates. Depending on your device and browser, this may be with the F5 function key on your keyboard, or by clicking an icon in the toolbar. We will not rush ahead.

Also take into account that locally, due to high Internet traffic, short waiting times may occur. Let's just be grateful that we have this opportunity here to communicate with each other.

Agenda item 2: Appointment of the minute taker

All posts here will serve as minutes and proof of the lawful conduct of the meeting.
There will be made screenshots in real time. They are subsequently available to all members of the community at any time.

Agenda item 3: Determination of the quorum

Invitations to this online meeting were sent via ipernity Club News on February 12, 2021.

The agenda of this meeting was brought to your knowledge via ipernity Club News on February 12, 2021.

The proposals to amend the Statutes of the IMA were announced in the Club News on March 5, 2021, then publicly discussed and improved in several points.

The proposals to increase membership contributions were published on March 12, 2021, together with the underlying calculation. The conversion into all relevant exchange rates was made and published on March 19, 2021.

This meeting was thus correctly prepared in accordance with the Statutes.

By the closing date on Friday, March 27, 2021, 53 members had registered.

The registered members were informed in time about the technical procedure. Furthermore, they were given the opportunity to view the following documents at least 24 hours in advance:

● Financial Report 2020
● Annual Financial Statements 2020
● Activity Report on the year 2020

This IGA 2021 group has restricted visibility. Only registered club members with voting rights have access. Separate discussions will be used for the prescribed votes.

Latecomers:

▶ Please write 'present' in a comment in the 'Sign the register' discussion as you arrive.
☞ ☞ Click here to switch to this register

▶ After you have posted, use the link
☞ ☞ Welcome! / Bienvenue ! / Willkommen! in the left hand panel to return to this discussion.

From the ima team the following are logged in until now:

● Eric Desjours
● Bernhard Westrup
● Rob Stamp

As advisors, assistants or auditors the following are logged in:

● Guido Werner
● Helena-Paule Fitoussi
● Laura Fletcher
● Markus Fritsch
● Sami Serola
● Sara Shrives
● Thomas Reck

William Sutherland from the IMA Team is also present.

The total number of attendees at the start of this meeting is 32.
This may still change until the votings.

We hereby declare that the meeting will take place in accordance with the Statutes of Association and will be legally binding and quorate.

No problem with further latecomers or those who have registered incorrectly. Everything will be in line by the time of the vote.

Agenda item 4: Report of the CEO on the past business year (2020)

We will publish this report in English here. Authorised translations in French and German are published simultaneously and can be consulted via the following links:

● English: IGA2021 - Report of the President

● Français: IGA2021 - Rapport du Président

● Deutsch: IGA2021 - Bericht des Präsidenten

If any of these languages is not your native language, you can have the report translated into your language using ipernity's internal translation function and read it in this way.

As all attendees have had the opportunity to read this report in advance, we are now publishing it here rather quickly.

Dear members and friends of ipernity,

A year ago I called for a quality offensive, because the future of our association depends on keeping our website attractive for members and visitors from the web. I admit: I had only vague ideas about this target. What our team then made out of it together with you is great. Even though all the progress has been reported in detail in almost 50 club news, I would like to briefly review it here - also for those who do not regularly read the club news and are waiting for this summary.

What immediately catches the eye when you visit ipernity is the new homepage with its contemporary dual-tone layout. What you don't immediately notice is that it is also programmed in a contemporary, adaptive way. Depending on the end device, it presents itself in a different format: on laptops in widescreen, on tablets in the classic 4:3 format. Of course, the new homepage also features pictures taken by ipernity members.

The new homepage also emphasizes to the whole world that we are not a service provider, like other photo sharing services on the web, but a large, non-commercial online photo club. To reinforce this message, the ‘Explore’ page has also been completely redesigned. Visitors from the web will find out there in concentrated form what to expect and who we are. They will be shown our improved gallery, the diverse world of our groups, and a selection of our club's most noteworthy pictures. With this, we finally step out of the shadows into the light. Because we really don't have to hide anymore.

To further improve our visual appearance, more than 3,000 abandoned groups were deleted. The exemplary groups, which can be accessed via the ‘Explore’ page, were consistently made multilingual with the help of their administrators. This shows that we are internationally oriented. Recently, it has even become possible to selectively view the contributions of individual members in the groups, and the administrators have recently been able to send internal mails to all group members. This has significantly improved communication within the groups.

But we have not only worked on the external impact. For ourselves, our content is now presented in a contemporary, balanced page layout that is in no way inferior to professional photo sharing websites. In one aspect it even surpasses them: I don't know any other photo sharing site with as many setting options as ipernity offers. You can set the background not only paperwhite, or in dark mode, but any other color you want. You can view the content frameless, or framed in Adobe Lightroom style. You can leave the unused screen margins on widescreen monitors either in the background color, or give their own border colour. Every user can set up his or her user interface the way he or she likes it best.

In addition, our technical team managed to replace the previously required but insecure Adobe Flash player for playing video and audio files with up-to-date, secure HTML5 elements. Various menus were better arranged, and some pop-up windows were made movable. They now no longer cover the image content. The map view format has been enlarged, a satellite view has been added. The management of internal mail has been improved, and recently there is even a convenient magnifying glass function in the slideshow.

So, all in all, the user experience has been significantly improved without changing the unique character of our website. I dare to say today: in terms of user experience, the innovation backlog of the past seven years has been overcome.

Less conspicuously, my teammates, along with their assistants, have improved not only the visual but also the linguistic consistency of our website. Misleading terms were replaced throughout, and the language and content of the terms of use and the terms of membership were revised. The transformation of our website into a really good, contemporary photo-sharing site has succeeded.

Not everyone wanted to follow this transformation or had the patience to wait for it. The number of club members has therefore shrunk back to the level of August 2018, when we were 1,240. At the end of 2020, we were 1,225 members. However, it should not be overlooked that behind this is a very positive structural change. Many who had used ipernity for other purposes, for example as a cheap cloud, have left us. Instead, nearly 150 new photo enthusiasts have joined us. This has significantly improved the quality of the content that not only we, but also visitors from the web find. But also due to your extensive cleanup of your own accounts at the end of the year during the disruption of the upload function. I would like to refer to this in the following, because there are also still unresolved problems.

In February 2020, unexpectedly, the connection to PayPal broke down. All contribution payments had to be entered manually into the ipernity database, which made a lot of work for us, caused delays and generated disgruntlement. We were unable to solve this technical problem ourselves, as well as the necessary replacement of an Amazon server, which was at the end of its service life at the end of May.

The AWS specialists we called in to provide the necessary service discovered that the entire system had not been maintained since 2013. So we had not only taken over an outdated user interface, which we were aware of, but also an outdated technical basis, which we as IT laymen were not aware of. The PayPal interruption was caused by the fact that PayPal no longer accepted communication with the old versions of the operating software. We also learned that our website was still based on version 5.4 of the PHP programming language, although its demise had already been heralded in 2015 and it had been replaced by PHP 7.0 in 2016. We were informed that this is the reason why it is not possible to connect to credit card service providers. And our attempt to move the ipernity database to Amazon's much cheaper and more operationally secure RDS system also failed because of this. AWS-RDS can only connect to websites programmed with PHP 7.0 or higher.

In November, a backward-incompatible, AWS-internal server patch caused our website to be down for several days. Despite the completely inadequate documentation, the specialists who were called in managed to reactivate the system, even though this took longer than a month for the upload function.

So we are confronted with the situation that although we now have a good user experience, the technical basis of our website is becoming increasingly outdated. It will therefore be inevitable to renew it one day. A development server has already been set up. Unfortunately, however, no team has yet been found that wants to tackle this task.

So there are still big challenges to master for the future.

continuing . . . :

As you know, I am not standing for re-election. The reasons are personal and job-related. Changes in my private life, but above all the very stressful working conditions as a result of the Covid crisis, are taking all my energy. Last year, I was already unable to attend to ipernity to the extent that I would have liked. Fortunately, my team colleagues have taken a lot of pressure off me. But this should not be a permanent state. That's why I would like to step down as President of the association.

In the four years that I have been able to serve our club, many things have evolved in a very positive way. This is largely due to the visions and great commitment of my teammates, whom I would like to thank - as well as our advisors and all of you. You fill our website with content and life in a magnificent way. Above all, it was for you that I took upon myself the four years of effort that the chairmanship of an association entails.

As outlined above, we continue to face great challenges. In layman's terms, people like to think that at some point they must have reached the point where they just let a piece of software run and enjoy what it has to offer. The harsh reality, however, is that everything is constantly becoming obsolete. Fortunately, we are not alone in this. All website owners have the same problem.

However, I trust the incoming board to make the right decisions with your support. It is not my place to give him advice. But I am willing to share my knowledge and experience if asked. I am particularly pleased that William Sutherland, who initiated the crowdfunding to save ipernity four years ago, is willing to succeed me. If you decide to put your trust in him, this will ensure continuity.

And with that, I now re-enter your circle as a normal member of the association. I thank you for your trust and wish the future ima team good luck.

March 26, 2021
Eric Desjours
President

Yes, thank you.

Speed is ok. :)

yes, it's ok!

Yes, speed is OK

Since we assume that you have read the report in its entirety before the meeting, we continue directly with

Agenda item 5: Report of the CFO on the past fiscal year (2019)

The corresponding annual financial statement of the association were examined by the advisers and found to be correct:



These financial statements are also available in audited French and German translations.

Downloadable pdf files are available here: IGA2021 - Annual Financial Statements

ok

speed is ok

fine

Yes

ok

ok

Yes Speed ok!

ok

We will publish the report of the CFO in English here. Authorised translations in French and German are published simultaneously and can be consulted via the following links:

● English: IGA2021 - Report of the CFO

● Français: IGA2021 - Rapport du CFO

● Deutsch: IGA2021 - Bericht des CFO

If any of these languages is not your native language, you can have the report translated into your language using ipernity's internal translation function and read it in this way.

As all attendees have had the opportunity to read this report in advance, we are now publishing it here rather quickly.

Ok

ok

go

Dear members and friends of ipernity!

Last year we were able to further reduce the operating costs for our website. This was made possible by advance payments of contributions for several years from 155 Club members. With this money available ahead of time, we were able to finance further long-term server leases with Amazon Web Service. As a result, server costs fell by 15 percent to 30,131 EUR (previous year 35,397 EUR). These costs are made up of 25,551 EUR in hosting costs and 4,580 EUR in depreciation. In return, members who participated were granted discounts of the similar magnitude (12.5 percent for two-year prepayment, 25 percent for four-year prepayment).

The expenditure on rented disc space fell by 28 percent to 9,584 EUR (previous year: 13,278 EUR). On the one hand, this is because several large consumers who had been using ipernity as a cheap cloud did not renew their memberships at the new, cost-based contributions. On the other hand, we have consistently deleted accounts that had not been used for three years, thus making a considerable reduction in storage space used. As a reminder: in 2018, storage costs were more than double at 20,598 EUR!

We could have saved further costs if we had managed to migrate the ipernity database, which runs on 6 separate servers, to the Amazon RDS relational database system. This would also have improved operational reliability. In the course of the project, however, it turned out that Amazon RDS cannot be linked to websites that are programmed with a version older than PHP 7.0. This resulted in a special IT expense of 7,116 EUR, which was not offset by any added value. In addition, unplanned additional expenses of 5,915 EUR were incurred due to necessary updates of operating system software in June and a critical malfunction of the upload function in November. Overall, operating costs therefore fell by only 4 percent to 46,908 EUR (previous year: 48,763 EUR).

Revenue last year totaled 52,418 EUR, down 22 percent on the previous year (67,295 EUR). On the one hand, the number of club members fell by 195 to 1,225 (previous year: 1,420). On the other hand, there was a shortfall in dues payments from 139 club members who had made a multi-year advance payment in 2019. Although donations totaled 4,299 EUR, 14 percent higher than the previous year (3,787 EUR). However, 1,806 EUR of these were earmarked Covid 19 donations, which are only held in trust.

ok

ok

date of Bernhard's signature needs correcting to 2021

ok

The surplus was therefore only 5,510 EUR (previous year: 18,532 EUR) despite all cost-cutting measures. The cash balance at the end of the year was 25,996 EUR (previous year: 20,486 EUR). However, this was offset by liabilities in the form of prepaid membership months to be fulfilled with a value of 51,359 EUR (previous year: 56,667 EUR). Unfunded liabilities to our members fell by 30 percent to 25,363 EUR (see note, previous year: 36,181 EUR).

In the year 2021, we still have to pay invoices of 7,700 EUR for fixing the upload bug, which dragged on over the turn of the year. The cost of our website is therefore expected to be around 40,000 EUR. This is 15 percent less than last year (46,908 EUR, see above). However, because the expected revenue will only amount to about 43,000 EUR due to the many multi-year advance payments, there will probably be a very small surplus left for securing our future. If there are any unforeseen technical problems that we need external IT specialists to fix, we will have to pay them out of the reserves.

March 26, 2021
Dr. Bernhard Westrup
acting CFO

--------------------

Note:

Since we assume that you also have read the report in its entirety before the meeting, we continue directly with

Agenda item 6: Report of the auditors

Ladies and Gentlemen,
respected club members of ipernity,

We have audited the financial statements of the pernity Members Association for the financial year from January 1, 2020 to December 31, 2020. Based on the findings of our audit, the financial statements comply in all material respects with the legal requirements and give a true and fair view of the financial position of the Association. It accurately presents the opportunities and risks of future development.

March 28, 2019
Markus Fritsch
Thomas Reck
Auditors

ok

ok

ok

We step on now with

Agenda item 7:
Formal approval of the actions of the Executive Board (ima team) in the past

This item consists of two parts:

7.1 The debate on the previous period of activity of the ima team
7.2 The vote on discharge for the ima team.

▶ Firstly the debate (7.1)

In order to keep the debate manageable, we have given the opportunity this year to submit questions in advance. We would like to comment on these questions as follows:

Done: It was the modification in the penultimate paragraph of the financial report with the additional calculation.

Thank you to the auditors

▶ Continuing the debate (7.1)

You can now submit additional questions by posting comments below.
You can write the question in your mother language.

To avoid duplicate answers, we will answer the questions collectively after some time.

▶ You may begin now, please.

Not all together at the same time please ;-))

ok

just wanted to mention that on the financial statement thedate of Bernhard's signature needs correcting to 2021

I will do!

otherwise no questions for me

Very well, if there are no questions or requests for discussion, we can move on, can't we?

No questions from me.

It is correct! On my downloaded PDF all is OK

yes.

The report of the auditors mentions "the pernity Members Association". Maybe add an 'i'.

We will do.

I think we can go further

Ja.

(Waiting for the figures . . . . )

you forgot to replace XX and YY

No questions ! Move on !

May you please confirm here what "XX" is?

▶ There are no more questions.

We have closed the ‘Sign in register’ making a count of 38 (excluding 4 from the ima team members who are not allowed to vote).

So let’s come to Agenda item 7.2:

▶ The formal approval of the actions of the Executive Board (ima team) in the past.

If you have not already done so, please read the guide on:
☞ ☞ How to vote / Comment voter / Wie man abstimmt

The discussion that is now open is called,
☞ ☞ Vote / Vote / Stimmen - #1

Post your vote as a comment there.

After you have posted, use the link 'Welcome! / Bienvenue ! / Willkommen!' in the left hand panel to return to this discussion and wait, until the vote is declared to be finished.

YES

Realbeck, the place to vote is NOT here
It's here :
www.ipernity.com/group/2436846/discuss/196108

Sorry, we will repair the link.

IMA for the next votes you should CLOSE comments here (in the next topic)

▶ There are no more votes.

So we close the voting.
Please wait a minute.
The votes will be counted.

▶ The result of the vote is:

35 votes in favour
0 votes against
0 abstentions

The actions of the acting Executive Board (ima team) in the past are thus discharged.

WOW 35 of more than 1200 !!

Let us now please bring agenda item 11 forward, because the adoption of it is the basis for agenda items 8, 9 and 10.

Agenda item 11.1: Discussion of the proposals to amend the Statutes of the IMA

In order to take into account all the changes that have taken place since the IMA was founded four years ago, the Statutes of our Association have undergone a general revision.

The proposals were published in the Club News on March 5, 2021. They were publicly discussed and further improved.

Proposed amendments (English, French an German)

▶ Are there any questions or further modification requests?

We will wait 2 minutes.

▶ Are there any more questions?

(We will wait 1 minute.)

Beobachter, that ratio has ben my concern for weeks. In the new rules there is no minimal attendance to make a decision, which, I fear, may even be illegal in some countries. But that's what is proposed... and visibly our intricated way of voting results in this very low participation.

Ein paar mehr könnten es schon sein.

But this is quite common, otherwise associations and societies would often be incapable of acting because a sufficiently large number would never come together.

There is actually no minimum quorum rule in the French law on Associations, just as there is no minimum quorum for public elections.

Like I said elsewhere, I do not agree with the change regarding membership fees adjustments to be applied retroactively to those who paid in advance

Seems unreasonable to me, too.

The issue with the proposal is that "major" is not quantified. This leads to subjectivity or perceptions of subjectivity. I don't agree with the proposal as is. I believe it should be redone so people know exactly what kind of change would trigger a repricing.

The voluntary contribution is a good idea.

I agree with Annalia S.

I can elaborate if anyone is interested, but do not want to take up time if no one else is interested in discussing this

It was discussed in ima club news?

I would like to have the opportunity to pay the difference in pricing (on a voluntary basis)

Yes, only on a voluntary basis, and I would pay it too

Das halte ich für einen guten Vorschlag !

We had a broad discussion on this issue and good arguments

I agree with Malona

It was my understanding that there will be no change for advance payments already done before the IGA. So the new rule in the amended statutes is not relevant for past advance payments. Is that correct?

That is correct. Commercial law does not apply to association fees.

But because of your concerns, the ima team has decided not to apply the principle of equal treatment required by association law to contributions that have already been paid in advance, because it was not previously in the statutes:

It is only proposed to apply this legal norm in the future.

I personally have no problem with it, but I think it's not really good publicity....
only on a voluntary basis, as malona wrote, I would pay it too

Ich stimme Annalia S. zu.

@malona - I have already done so. This is a great way for us to support our club, if one is able. One can use the "Donate" link at the bottom of every ipernity page.

That is my understanding too, but it will in the future if this change is approved

Can you link or copy the text that you are referring to - to help the discussion?

I think also it‘s fair to rely on the conditions that were valid in the moment the membership fee was paid.