Hello @reeflings,
Tonight at the plenary and on Sunday at the GA we’ll have a point on the agenda to approve the revised statutes. The changes since the last version are significant, and this post will attempt - to my best effort - to summarise the history and the why of the key changes.
I realise that this is incredibly short notice for such a long document, which is more than sub-optimal. The reason that this has become more urgent than we expected is that we received a list of question from the tax authorities on why we are not administering VAT (see Justifying why we did not register for VAT - #8 by alberto), and in the set of replies we would like to include the revised statutes, simply because they are much more robust and accurate.
Given this short notice, the proposal for the GA would be to take the “good enough for now, safe enough to try” credo even more to heart than we do otherwise, meaning that we will strive to adopt the revised statutes, knowing that at every next GA it will be possible to propose revisions.
With that said, let’s dive in …
1. Why are statutes important and what are they used for?
The starting point in all this is that a société simple is a legal form that is so flexible - it’s just a group of associates with unlimited liability between them - that one needs statutes to bring in more clarity. This clarity is firstly needed by our business partners, who will find information about how we function - how does the Board work, what can and can’t they decide etc - so that they can assess whether they want to work with us. Secondly it’s also us who need some clarity, mostly on the legal and financial arrangements.
2. Version history
The version history of our statutes went more or less as follows:
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We received a boilerplate copy from our notary.
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We realised this copy had some internal contradictions, so we corrected some of those ourselves and had the final copy revised by our lawyer.
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After that we realised that the legal and financial hacks that Mark told us about, were not really included in the statutes from the notary (which were very generic). We therefore asked for a copy of the statutes of De Spiegel, and worked with our lawyer to integrate some key clauses into our statutes.
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Next up we had an Associate Member, Axel, who worked as a lawyer in a notary office. He noticed many little inconsistencies and things that could be neater, and went through the entire document to clean it up.
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In the last stage, we were left with a couple of questions that Axel couldn’t resolve, and so we sent the document to our lawyer for a last time.
Copies of the different iterations can be found in the “Archive” folder in the Statutes folder: Login – Nextcloud
There are also several long posts that have some documentation here and there. This one might be the most important one: Mitigating the financial risk stemming from unlimited liability: how to include some clauses from the statutes of Ilot De Spiegel
Finally the document that compares the two versions in tracked changes might also be interesting: Login – Nextcloud.
3. Key points
All in all the document went from 5.800 to almost 9.700 words, so providing a summary of what changed is a bit of a tall order 
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Exposé préalable
Updated completely to match our own situation.
Lexique
Significant corrections to make it correct, consistent and fitting our situation.
Article 2: Durée
10 years scrapped and changed into “until The Reef has been built”
Article 3: Objet
Correction of the error about the sale of the site.
Addition of of some legalese specifications.
Article 4: Patrimoine social - Apports - Parts - Registre
Mostly some legal corrections
Introduction of the “Registre des Associés et Ménages”, which we need for voting rights, so that it is clear which Associate is in which Household
Article 5: Assemblée Générale
Clarification (with more precision) of the powers of the GA
Meetings: at least four times per year, instead of one time
Convocation time: five days instead of eight
Proxies: maximum one per Household
Clarification of the “two votes per household” rule, regardless of the number of members or the number of units they own (the wording was a bit messy before)
QMV: 2/3 (consented to last year)
Budget increase > 10%: 83% majority (taken from Spiegel)
PVs: need to be signed by all Associates present, not just the Chair
Article 6: Gestion - Instance
Clarifications on how the Board works: majority vote, no proxies, 3/5 need to be present, not possible to sign contracts of more than 1000 euro by one person alone.
Clarification of what the Board is has the power for (as with the GA, the Spiegel statutes were much more detailed - added value can be questioned)
Control: extra clause on the possibility to ask for an external person to control the work of the Board.
Article 7: Obligations des Associés
This is where most of Mark’s hacks come in, too many to list them here, but it’s all about making it clear and precise what each Household is expected to contribute and how.
There’s also an entire clause about what happens if people are not paying.
Article 8: Transferts - Cession des parts
Only some minor changes
Article 9: Admission et exclusion des Associés - Retrait
Update in line with our own situation: accord préalable, Registre des Ménages etc.
Specification that one doesn’t need the agreement of the GA to leave Coral Reef if a decision has been made to increase the budget by more than 10%.
Deletion of two clauses from the notary’s version, which said that the Board would determine the value of a share if someone would be leaving, and that you would be paid back within six months. This was done based on the suggestion of the lawyer, following the example of De Spiegel. The reasoning is financial safety of the group. What is left are two options: get your money back minus the costs for the architects etc (Article 9.7), or better: wait until someone buys you out and get the agreement of the GA to get all your shares back.
Deletion of two clauses from the notary’s version, which left the possibility for the Board or the Comité des Sages to exclude people and to only give them back 80% of the value of their shares. Now it’s the GA that would decide on exclusion with a 2/3 majority.
Specifications from De Spiegel on when somebody stops to be a member (death, gone crazy, bankrupcy etc).
Consequences from retreat or exclusion: as taken from De Spiegel statutes.
Article 10: Dissolution de la société
No changes
Article 11: Liquidation
Clause added by Axel, adding more specifications on how to put our assets to value if the société simple would be liquidated.
Article 12: Dispositions diverses
Minor edits only