Board Meeting 22/09/2025

The OffChain Luxembourg asbl board convened again on September 22nd, 2025 via Google Meet

Presence: @warman2g + proxy from @trafalgarlaw918 @sorin.offchain @cryptogia @frankiboy @kevcrypto @nicky25 @chrisinlux   Absent: @sub7security

Innopay updates

We started with Innopay updates as several Board members had not attended the workshops nor the Letz'OffChain events in several months. The main news about this initiative were the addition of a third restaurant, "Le Croque Bedaine", to the list of places where we can @spendhbd and earn cashback with @distriator , and the functional improvements to both the Indie's online menu and to the fledgling Innopay web app. We also reported back from the @hivesummitaachen in August and the warm reception @soniabr and @sorin.offchain got for the Innopay presentation there.

Financial statements 2024

Then our CFO @chrisinlux presented the 2024 accounts that will be presented to our General Assembly early December and for which the Board will request "discharge". Below you can see the Balance sheet:

And here is the "Profit & Losses" statement - which is what the typical accounting software produces. It has to be noted that we are a "non profit" and as such all the "excedent from operations" is kept on the balance sheet.

Plaza updates

We then presented the status of the Plaza.lu project. The vision had been presented by @soniabr during the Hive Summit Aachen and got a very good reception.

The main messages for the board were that:

1. It is unlikely that our attempt at raising 990 000€ through the sale of OCLT (the first MiCA-compliant token offering in Luxembourg) will succeed before the 30.12.2025. Therefore, we'll propose the General Assembly to relaunch a token offering for 990 000€ in 2026 in order to be able to build the MVP

2. As meanwhile the Commission Implementing Regulation 2024/2984 would have entered into force, we will need to update our whitepaper to comply with it

   

   Website updates

   OffChain Luxembourg got a new, more modern website thanks to @jzoff . However, we were at that point in need of a dedicated webmaster to keep it updated and bring traffic to it.

   

   General ASBL matters

   After updating the Board about the past and future events and partnerships, we moved to discuss the main governance decisions that will be presented for vote to the Board in November and to the General Assembly in December.

General Assembly date

The yearly General assembly will be held in "hybrid mode" in early December 2025 and will proceed to elect the new Board. members of the new board will be required to have "skin in the game" - to have bought a minimum of 1 000 000 OCLT (from the on-going ITO for those who have not participated in the 2024 "pledge")

Increase in "equity"

We are going to invite members to do a second "capital injection" by participating in the ITO at the current price of 500 OCLT / €

Evolution of the governance "k" factor

The current decision mechanics mixes elements of representative democracy ("one person = one vote") with elements of "crypto plutocracy" ("one token = one vote") via the weighted formula "one person = 1 + k(OCLT staked / total OCLT staked)" Where currently the "k" constant is 1 - which means that at maximum one person can have <2 votes. In order to encourage investment in OCLT and recognize the early contributors while not discouraging new members to joinand have their voice heard, we envision an increase in the "k". Before any testing had been done, a value of 2 or 3 has been suggested.

After the board, during the month of October real testing has been performed. This testing indicates that k is in a reasonable range when it approaches 1.5 times the number of voters. Thus with around 30 voters, the k that will be demonstrated during the next Board meeting will be 40 or 45. The Board will then formulate a recommendation for the General Assembly.

Debt ratio

OCLT is OffChain Luxembourg's currency, for which we play the role of a bank. The circulating OCLT is backed by the HBD reserves in the @ocl-trez savings account and by the work that has been done to advance our stated goals. In order to uphold the value of OCLT, we are going to propose a mechanism that reduces the OCLT amounts paid for the work done progressively as the ratio between "reserves" and "debt" decreases. Thus the current OCLT per hour rewards will be reduced immediately first when the ratio reaches 16%; it will be reduced again if and when the ratio decreases to 10% and will become zero whenever the ratio reaches 4%