Société simple

The Reef
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Txs!

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Hey @reef-finance and @Adriana, not sure if this is useful, but I went to a networking event organised by Habitat et Participation on Thursday and it was mentioned that they have a lawyer who can proofread legal documents for cohousings - would you like me to enquire about their name and email address?

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No thanks, Sophie, I think we are good for now. We had a productive meeting on this yesterday.

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Hi Sophie,

Thanks a lot for thinking about this! I cannot talk for the finance team, but my thinking is that for now this is not necessary as we have the notary to validate the doc from a legal perspective.

Best,
Adriana

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@Sophie, good contact to have in mind though! Thank you!!

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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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Only question I can answer :wink: (thanks, @Lee for this post!): eTranslation - a machine that is trained on legal texts, so I am assuming it might work better than deepl etc.

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Definitely something to consider once we’re clearer on some of the issues and questions above…

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I think it’s a good idea. I understand @alberto , @Sarah , @Lee and @RichardB are available on Monday, 11 September at 13:30 meeting with the notary, right? For the prep meeting, could we consider Sunday, 10 September (as next week is super full with meetings already) or you think it’s too late?

Oh sorry, perhaps i misunderstood @Lee message… or are you suggesting to do it instead of the plenary?

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A post was split to a new topic: Société simple: annotated statute for review

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I am away visiting family that weekend so it might be a bit hard for me…
I’ll see what I can do depending on the time you choose.

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I am adding @Sophie_B in the discussion.
We would probably be working on this topic together, so it would actually be better if she can join both meetings.

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@ugne, I indeed meant to suggest that we meet some days ahead of the meeting. Even if only a couple of us can make it, it seems like a win.

What time did you have in mind for the 10th?

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When could people be available? I see Sarah will be away, unfortunately. What about these slots:

  • Sunday, 10 Sep at 12:00
  • Sunday, 10 Sep at 18:00
  • Sunday, 10 September at 19:00

0 voters

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Hi all,

I am out this week-end, unfortunately. Monday I will be travelling but will make a stop to participate in the call with the notary. Not sure about the role you want me to play in this, but in my opinion, most comments are for the Reef to take a position on first, so that subsequently this can be translated in the draft statutes. At this point in time there are a few questions for clarification to the notary only.
If we could postpone by a week the meeting with the notary, I could help with this for example at a reef meeting next week Thursday or Friday. Up to you, perhaps we can discuss after tonight’s Plenary?

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I ran the text through the machine and put the English version here. (not sure that’s the right place so feel free to move it)

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Do you think it needs an additional translation check?

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@Adriana I see your point. I have the impression though that the clarifying questions to the notary are not trivial ones, and that we need the answers in order to be able to make up our position. Am I wrong?

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Not sure anyone would have time for that. It’s just a crutch for those who don’t speak French, I guess…

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@Lee - my approach would be to sort the questions to the Reef in my annotated document first, as my expectation is that some may lead to additional questions for the notary. So we would then be able to more efficient with the notary and our time and have all questions in one go. Most questions I had for the notary are more legal in nature.
Also, at the internal meeting of the Reef I think I will be able to answer already many questions reeflings may have from a legal point of view. I have been responsible for setting up a not for profit association and 2 for profit companies in the past so can explain in general why things are the way they are.

Let me know how you want to proceed!
Adriana

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