Société simple

The Reef
22

Ping @reef-governance: this is the point that we discussed at the Coordination meeting.

This is the internal link to the statutes: https://c301.nl.tabdigital.eu/f/79910

@reef-finance and @reef-governance, for now I see the following main issues and questions:

  1. Making this stuff more accessible is likely to be a challenge.There are entire articles that I barely understand linguistically, and I can’t imagine I’m the only one. @Sophie_B: would you possibly know about or have access to a good machine translator tools that could put some of us out of our misery?

  2. What are the legal implications of this “indivision” (art. 4.2)? What happens to the other associates when one associate has made bad debts elsewhere (e.g. a bankruptcy)?

  3. What do we do about the lack of alignment between our current governance methods and the statutes?
    My personal take on this:
    a) It seems wise to have a legally sound fall-back option for when we encounter a deadlock. This would plea for going with the notary’s draft and accepting several major differences.
    b) It is much easier to modify our Governance Document than to modify the statutes of the société simple. This would again plea to just stick with the notary’s version and then do our own thing.

  4. In spite of the above, should we align our Governance Document with certain elements in the statutes, and if yes, how do we go about this? E.g. the appointment of all the “instances” like the Conseil de Gestion and the Comité des Sages?

  5. How far can we go in deviating from the statutes, and what are the legal implications? E.g. regularity of the meetings, signing of the PVs, authority of the conseil de gestion, …

  6. What are the fine-grain implications about the clauses about exit (art 9.3-9.6)? I take it we can block the approval of somebody wanting to leave as long as we don’t have a new Full Member to step in. But what do we do if somebody with a big unit (hence a big share) wants to get out? Will we wait until we have 2-3 new Full Members that can take over the share of the outgoing member?

  7. Insurance of people on the conseil de gestion: is it possible? Recommended? …? I don’t know about you, but I find all this quite scary.

  8. And finally an afterthought for @reef-recruitment: should we consider adding another stage to our recruitment process? By this I mean: can it be an option that new people become a Full Member of the asbl after 3 months - i.e. as before: pay 2000 euro and get full decision-making rights - but that we take another 3 months before we make them member of the société simple? The reasoning would be that making somebody a member of the société simple is a very big step, and that we maybe want to take our time to make sure that there is 100% trust both ways?

Shall we maybe organise a meeting with those who can make it, with as the only topic on the agenda the preparation of the meeting with the notary?

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