Final text of the convention for membership ready

Hello team @reef-finance, the final version of the convention between new full members and The Reef ASBL is ready (internal link). Unless you have any more observations, I propose we put its approval to the next plenary (1st September). Speaking of which: @Lee, is there an agenda working document already?

I also had a go at writing a draft convention document for the purchase of the site. You can find it here (same folder). The main point of concern there is that there is a partial disconnect between article 14 of the statute (the loan is proportional to the surface of the unit) and the practice used by the cohousings coached by Mark (people are allowed to contribute to the loan more or less than their pro quota share: for example, in L’Echappée one rich person funded 100% of the site’s purchase).

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Gonna prepare the draft agenda one of these days.

How much time do you think you would need for the membership fees document? 15 minutes?

Idem for the confesseur process: are you ready to present a proposal? Worst case we go for “common understanding” as the objective at the plenary on 1 September, and then we take the decision on the 15th?

I don’t think it requires a presentation. I would put it on the agenda like this:

Item: approving the convention by which The Reef ASBL accepts full members’ contributions to its operating fund.
Preparation: read the document (less than one page); read article 13.4 of the statute
Decision: by consent (“I can work with this”) after a round of questions.

So, probably 5-10 minutes… unless somebody disagrees and blocks.

For the confesseur, I will write a separate post.

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@alberto, I really don’t want to be a pain in the arse, but at the early stage that we are in I think it would be a win if we could spend a bit more time on getting this through.

With regard to the process I see the following issues:

  • For people who haven’t followed this issue, it can’t be very clear what this is, why we need it and why it is important. This is why we have these headings in the proposals like “what is the problem we are trying to solve?”, “which issues should be taken into account?”, “what’s the reasoning behind the proposal?” etc. It doesn’t need to be a dissertation, but say a little explanation I guess will be useful, now and in the future. The objective: a common understanding of the needs, the options and the proposed solution.
  • If one would want to be strict, it could be argued that this decision is sort of irriversible, and it definitely is about money, so this would be more an importance level 4 decision than an importance level 3. This would imply that the Associate and Full Members will be asked the question “Do you agree with this?” rather than “Can you work with this?” (which is something we may want to take up in the review of the Governance document? ping @reef-governance).

With regard to content I also think we are not quite there:

  • A small thing: I think the document should be clearer on the fact that Full Members, after the GA approval of their request to become a Full Member, can only remain Full Members if they pay all the quote-parts that are due for their unit, i.e. to make it clear that it’s not 2000 euro (or whichever sum) per adult.
  • I think the document could be simpler, but I can’t summarise it here. I would need to fiddle within the document and this I only want to do upon invitation.
  • For the sake of risk management I would also be interested in a lawyer’s point of view on the legal value of the document (which was the entire point). Is it legally allowed to accept a loan on the condition that you will only give it back until a new member comes in? Or can we technically be flooded with requests to pay back all the loans and then we go bankrupt?

Again: sorry to be a pain eh.

Hmm.

In general, I would keep it simpler than you.

Fair. I will add one paragraph of context at the beginning.

Disagree. This is about money for the individual member, but not for The Reef, which is committed to spending the money only for its statutory purposes – a decision that was already taken. The agreement to contributing to the operating fund of the ASBL is implicit in the decision to join the ASBL. Somebody saying “no, I don’t want to contribute to paying feasibility studies” is essentially saying “I don’t want to be a part of this”. Somebody saying “I will pay as I go, pro quote of every single invoice” is not showing the financial commitment (already minimal!) that we agreed is necessary to join The Reef. As I understand it, the decision we are taking now is only about the boilerplate document mentioned in Article 13.4, and that is a minor decision that we take by consent.

OK.

Done is better than perfect. Let’s move on.

Well, it makes plenty of sense, and Brutopia and L’Echappée did it. I am going to trust Mark on this, maybe we can show him the final version, but I feel we would be going in circles, because Céline made the first draft on the basis of the document he gave us, so…

I think the confusion started with the document that Mark sent. This document is meant to be used for Article 14 (loans for the purchase of the site) but not necessarily for Article 13 (contributions to the operational costs).

Coming to think of it, it can’t be what Brutopia did, because they didn’t have a full membership fee this high. So that begs the question: how did they fill up their “fond de roulement” (e.g. to pay for the feasibility studies), and how did they (or other cohousings) document that legally?

I am really sorry for all the time that Team Finance has invested in this, but it is important to me that we are legally solid. Can it be an option that we just add this as a question to Joost from Okelaar, given that he is a qualified lawyer with a good knowledge of cohousings financial and administrative stuff?

Also: I don’t want to go to-ma-to to-mah-to on this, but I think it is important that we create a bit more clarity on the difference between level 3 and level 4 (and maybe even create a level 5). The reason I consider this as a level 4 decision is not because it’s about the 2000 euro (that has already been decided). It’s about how we are going to legally deal with these 2000 euros, which is irriversible and can thus not be subject to a “good enough for now, safe enough to try” round.

Another question that I would like to know the answer to before we go ahead is what we can legally do with the leftover money.

Example:
Say we’ll have 20 households who each have paid 2000 euro as the “full membership fee” (which is actually more a quote-part). That makes 40.000 euro, which should / could be more money than we are going to spend (e.g. if we are lucky we find a site rather quickly and we only have to pay for 2-3 feasibility studies).
=> What can we do with the money that is left on the bank account?

I sent an email to Samenhuizen today to see whether they can possibly help us. Will keep you posted if something comes out of it.

We received a couple of examples from Samenhuizen, which I saved in a folder in the “Convention” folder.

Unfortunately none of the example gets us any further (even though they are interesting), either because the sum is too low, either because the sums are non-refundable.

The most interesting one is the Word document (instapprocedure D&B), which is a project of CP.

  • In the first column it says that there is a first installment of 2500 to pay, non-refundable.
  • In the last column there is a sentence that says that members who left are still responsible for all commitments made until the moment they left. This seems like an interesting sentence to me add to the document?

So that still leaves me with two questions that make it impossible for me to say that I find it “safe enough to try”, namely:

  1. Is the document legally solid? If things go haywire, can we get into nasty situations if many people start asking back the money they lent?
  2. Given that there are significant restrictions to what an asbl can do with the money it received, are we sure that we can get the leftover money back out once we have a société de droit commun?

@nadia help a brother out? Could you ask C these two questions? The document in question is this (one page).

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ok tomorrow will ask

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Calling @reef-finance! Today Lie and I discussed this again. She convinced me that it is a bad idea to call the contribution to the operating fund “a loan”. It is not a loan, but a non-refundable donation: The Reef will never pay it back to the member. However, if Alice, a full member, leaves, the next incoming member, Bob, will purchase the membership from Alice. So, Alice gets her money back not from The Reef, but from Bob.

Yes, good idea.

As I recall it (from Mark), this was the rationale for framing the operating fund as financed by loans. ASBLs cannot return donations, but they certainly can return loans.

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Ok, good progress. I’ll include the item in the agenda of the plenary meeting then.

On the issue of being able to use the money on the asbl’s account I think I give up my worry. I recall that I know several scouting groups who have used an asbl to build their own building (mine included), and I’m sure they just paid the bills with the money on the account, which came mostly from donations. It’s what an asbl is for. Our Article 3 and charte fondatrice make it clear that we want to build a cohousing.

A last question would be around what we do with people who got a subsidy for training courses (see this proposal that was approved in July). If a household only paid 1600 euro instead of 2000, do they get back 1600 or 2000?

Actually, this is superseded by the new idea of the non-refundable donation.

You are of course co-responsible for what the ASBL does while you are one of its full members. At the same time, if you withdraw, someone else will pay you the full amount of the contributions to the operating fund, so in that sense, once you have withdrawn, you are no longer financially responsible for anything that happened in the past.

They get back 1600. We had already decided that the subsidy is withdrawn if the person leaves, and takes the skill learned away from The Reef. I have added language to this effect to the document.

Hello @reef-finance, I am resurrecting this thread because, at the plenary meeting of December 12th, we decided to approve our proposal to treat part of the full membership contribution as a loan rather than a non-recoverable donation, pending the decision to actually go out and look for a site.

This decision required we changed (slightly) the text of the convention with new full members. I now made that change, could one of you check the text and give me a thumbs up? Maybe @ClaudiaPr or @jorisvanmol, who were in that meeting? Thanks!

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I will have a look one of the next days.

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I finally found the time and made some comments to the document.

I also inserted a comment. The way I understand it the convention does not cover what we agreed at the plenary meeting. We agreed that it would be a donation of 500 euro + a loan of 1500 euro.

I think this should be explicit in the convention. And then, when we decide to move on in March, we’ll make a new convention, that says that the 1500 are now also donated.

Yes indeed, €500 donation + €1500 loan - thanks for spotting it!

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No way. This was exactly my latest change! I will look into the version history.

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Ok, I understood the issue: I had indeed phrased it wrongly. FIxed now, I think.

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