In 2024 The Reef moves from spending thousands of EUR to spending over one million. We clearly need to change our game.
After discussing with @reef-finance, there seems to be some kind of consensus that:
There are some major tasks that need doing fairly fast.
Since they are reasonably clear and mutually independent, team finance can simply assign them to individual members and execute them.
These tasks are:
Finalize the statutes of the Société Simple and incorporate.
Activate adequate SoSim banking services.
Report the above to the group, and issue guidance to frontload the first (substantial) tranche of finance for building The Reef.
Finalize the statutes and incorporate
In late 2023 we did a might push on the statutes, which ended up being almost ready to go. There are two changes that still need to be consolidated in the current draft:
Change the threshold for a qualified majority (in the case of a vote) from 75% to 66.6%, as requested by Lie.
Add provisions (in the statute, or as a separate contract) for Reef members to instruct their banks to credit directly the bank account of the SoSim as they (the banks) release tranches of the Reefling’s loans. This is the so-called “locked accounts” provision. See below for its implementation.
To execute this task, we need to:
Create a new version of the statutes document that adds these provisions.
Have the lawyer greenlight it (specifically for the “locked accounts” provision, where the question is “how can we make it legally binding for members of the Reef to agree to connecting their loans with locked accounts managed by the SoSim, without having to change the statutes every time a new household joins The Reef?”
Incorporate the SoSim and get the company number. I am now having doubts as to how this is done in practice: ASBLs can be incorporated online, but I am afraid that sociétés simples need to incorporate in a guichet d’entreprise.
les organisations sans personnalité juridique qui poursuivent un but de distribution (ou procèdent à une distribution effective à leurs membres ou à des personnes qui exercent une influence décisive sur la politique de l’organisation) [doivent s’inscrire] : auprès d’un guichet d’entreprises agréé ;(source: Inscription à la Banque-Carrefour des Entreprises (BCE))
@RichardB, you are most up-to-date about the statutes. Would you be up to take this one up? This is also the biggest one, so maybe @els and/or @Hannah can help you, for example for the incorporation.
Activate adequate banking services for the SoSim
Adequate banking services means this:
A Triodos bank account (to apply for this we need the company number of the SoSim).
One savings account per SoSim partner household, if possible labelled with the partner household’s name.
Clarity on how partner households can instruct their banks or the Fond de logement to credit the SoSim directly (and not the bank accounts of the partners) as they unlock successive tranches of the loan.
In order to execute this task, we need a solid meeting with Triodos, where they agree to do this. I believe @ugne volunteered to do this.
Report back to the group and issue guidance
This means putting the above tasks into a proposal; adding a deadline for paying up for the site (Mark suggests mid-September, so that’s coming up real fast) and pushing it to the first available plenary or Full Members meeting. This could be a task for me.
Tasks breakdown after the coordination meeting of today, 2024-07-29:
Statutes final consolidation and submission to the lawyer: @Lee and myself.
Step-by-step process on incorporating a SoSim: @els.
(Not included in the gameplay, came up in the coordination meeting) obtain a dévis for life insurance before the permit is obtained and we do the second deed: @els.
Confirm the proposed mechanism with the bank, and also discuss loans to purchase the site: @ugne.
good news: you can in incorporate a SoSim via an online guichet.
I made print screens of all the pages you need to go through (in this doc - that still needs some cleaning up). I made also a seperate excell, with all the data that needs to be filled in.
Some questions I have
have we allready decided on the ‘siège social’, where this will be located for the Sosim, who’s contact details (phone, adress) we are going to mention?
there need to be at least (but can be more) one ‘gérant’ or 2 or more 'associés or members) => who? I think they will also have the responsability to keep the ubo register up to date and to yearly confirm the existing data of the ubo register
we need to fill in ‘an établissement’ (where the activities are taking place), so i guess it’s jette. This also needs to get a (commercial) name…
coordonnées et données de facturation => i guess this will be the same as the siège social?
they ask ‘Voulez-vous que nous activions l’entreprise auprès de la TVA?’ => do we want that?
and if we are subjet to VAT?
the cost for creating this will be 105,5 euro
another topic: the ubo registry file
I contacted dave via signal to fill it in, he seems to be the only one who’s missing (no reaction yet) @lee: can you maybe have the doc printed and ask everyone to check/confirm if their data is still correct (i guess so, but just to be sure)
i went to the moment I had to pay. and no upload of the statutes till there. I tried it with another online guichet d’entreprise and no need there either
I don’t think you need to upload them (and anyway, if you need to upload them, we will have them so i see no problem)
Looked it a bit up and found the following online. So in case the statuts changes, they don’t say you need to inform the ‘Banque Carrefour des entrerpises’, unless you change the data of the siège social, or the gérant). So for me this means you don’t need to upload them (or reupload them if you change them)
I can go or téléphone a guichet d’entreprise, but that will be when i come back from holiday…
2.6. Éventuelles modifications des dispositions des Statuts
La modification d’une disposition des Statuts de la société simple se fait sur la base d’une décision de l’Assemblée générale, selon les quorums prévus dans les Statuts.
Il convient à cet effet de convoquer l’Assemblée Générale (de manière ordinaire ou extraordinaire) et de dresser un procès-verbal actant la décision de modification.
Toute modification d’une donnée renseignée à la Banque Carrefour des entreprise (par exemple : changement de siège ou changement de gérant) implique de faire la demande auprès du guichet d’entreprise de la modification de cette information dans la BCE.
I didn’t fully followed the discussion, but didn’t we want to change the decision process for people getting in and out so that it was the responsibility of the GA?
@reef-finance, I passed the demand to incorporate our SoSim yesterday with Xerius. We received a message back today ( see below copy from protonmail) which , to me , means we need to upload our statutes and provide a bank account. I‘ll try to call them tomorrow to find out if we can also give them our ASBL bank account , for the time being:
Cher.ère,
Vous avez introduit une demande d’inscription dans la Banque-Carrefour des Entreprises (BCE) pour votre entreprise.
Nous avons besoin de la convention de la société Coral Reef. Pouvez-vous nous en transmettre une copie?
Il nous faut également le numéro de compte bancaire de la société. Pouvez-vous nous le transmettre via le lien ci dessous de préférence?
Thanks, @RichardB , trying to get all docs to be sent to TRIODOS.
Question to all @reef-finance . I see in my notes with Triodos re the account that one of the points is:
IDs of 4 people that will be managing this account (up to 4). 2 of those people will be those that can sign on behalf of the REEF (2 digipass needed).
We know that the latter two are Alberto and Richard. Perhaps I ask Triodos whether all 4 are necessary (i don’t think so as it’s “up to 4”) or do you think it’s safer to send 4 people? The role of those other 2 would be that they have access to the account but can’t do (sign) transactions. If we think two more people are needed: who could they be? They don’t have to be from the board. It can also be just one and not 2. Up to us.
In this last part of 2024 @reef-finance has an especially dense agenda. I propose a team meeting to assign the tasks and agree on deadlines, so that we do not drop important balls.
Opening a bank account for Coral Reef – @ugne is on it. Do we have a tentative date? Is it realistic to use that account to collect the money for the purchase of the site?
Starting a fresh accounting system for Coral Reef – I am on it.
Re-doing the accord préalable with the new full members.
Getting in touch with everybody about their contributions to the purchase of the site.
Coordinating the precise pricing of the units. This is connected with the debate known as “the price increase”. I have said many times that this debate is a false flag, and I would really like to help find a solution where everyone has a unit they can afford without affecting the commons too much.
Thanks @alberto , totally agree. I would add the following points:
Board insurance
Organisation of the deed signature: 13 December meeting (involved: Maria (online), Richard (onsite), Marcel (online?), Ugne (onsite) , Els (onsite), Odile (perhaps not necessary) & Fontaine’s notary & Erneux (both onsite).
Define process to monitor incoming bills & timely payment
Reporting on budget July -December 2024
Defining and preparing budget 2025 January - June 2025 (perhaps this can still wait)
How we are going to feed the sosim bank account (how money will go there) - Els question
Unforeseen costs: coordinate with Team Building? whether & what exists in the price of the architects. Together with team building who has the list to validate that list with architects (whether this is included in avant projects or not). To communicate through Els (with the architects) - Lie’s question
Request to do a sociocratic review process on compromis (14 September 2024) to be facilitated by Mieke & Chris
He is talking about using the SS to buy the site. Here we are talking simply about using a common bank account as a way to better monitor who has paid or not. If each of us puts money directly into the notary’s account, we need to ask his office every time to see who has paid or not. Not the end of the world obviousl, and anyway I don’t see how that account can be ready in time. So maybe let’s just decide we’ll use the same technique as we did so far.
This has its own review process, and I think it goes to the whole group, not to us.
Let’s see if that even comes through. I personally think it will not.
I just heard from a dear friend who doesn’t have access to the bank records of the company he owns. I don’t think such a nightmare is going to happen to us, and yet I also think it’s better to be safe than sorry. If it’s virtually free to give access to two more people, why not go for it? My proposal would be to give it to the Coordinator (because it fits the role, not because it’s me), and then maybe who is not on the Board? Just an idea.
If you’d need a volunteer, I’d be happy to take on the task of finalising the statutes. The leads are in the thread (Société simple: new version of the statutes and about the copropriété - #23 by Lee), so it’s mostly a matter of following through where I left it, plus picking up a couple of lose ends that may come up through the collective intelligence.