When we adopted the statutes - was it in October 2024? - we did so under the “good enough for now” adagio, with a review scheduled about six months later.
Thanks to the mighty @Axel we now have a revised version.
The purpose of this post is to make a short introduction, and then Axel will take over and talk about the substance.
1. Version history
We have roughly had three versions of the statutes so far:
The version we received from the notary
The version we received from the notary with some corrections and additions from our lawyer
An update to include some clauses from De Spiegel’s statutes
In sum, the issues that needed to be resolved along that journey included the following:
Version 1: this version included a couple of mistakes (inconsistencies) and was also so generic that it didn’t bring enough legal safety in case things would go wrong.
Version 3: there were a couple of unresolved issues (e.g. how many signatures do we need to validly sign a contract?), and overall there were still a couple of clauses that were relatively chaotic.
When he finds the time Axel will elaborate a bit more on the major changes that he made. Given the incredible amounts of time he invested in rewriting the document, I don’t exclude that the words “relatively chaotic” used above may go into The Reef’s history book as the understatement of the century . Thanks so much again Axel!
2. Next steps
My proposal would be that we tackle this review in two steps: a questions and exploration round in the plenary of 25/03, and then a consent round in the plenary of 05/04.
For those who are willing and able to plough through the 23 pages of statutes and the changes, I would say go for it. To all others, I would say don’t feel obliged. Axel and I can bring a short presentation at the plenary, highlighting the key points that have been changed.
For those who would like to send questions in writing, I would like to kindly ask to not do this using Nextcloud online, because there is a risk that it messes up the numbering of the articles, and it takes quite some time to set this straight.
So rather:
If you have a few questions and you use Nextcloud on your laptop, feel free to insert them in the document.
Otherwise (preferred option) list your questions in a separate document or in this thread.
Thank you @Lee for your appreciation, but I was a bit too optimistic that everything would be ready for the next plenary. There are still some important issues that I would like to clear out before presenting an updated version to the GA.
For those of you who would be interested, I’ve uploaded an updated version on Nextcloud, under Coral Reef Société Simple. (it’s also an excellent sleeping aid)
To summarize the adjustments (so far):
Lexique: addition of a reference to the Accord préalable and of a definition of the Document de réservation
Lexique + Article 4.10 + Article 5.14: introduction of the notion Ménage so that each household has 2 votes, independent of the number of units or members of a household. The register of the members will have to indicate to which household each member belongs.
Article 3.1: addition of some missing real estate operations to the objet of the Société
Article 6.3: inserted a clause that the majority of the Collège de gestion has to sign to bind the Société, with the exception of things up to 1000 euro, for which the signature of 1 Gérant is enough.
Article 7; this article (concerning the practical modalities under which members should contribute to the Société) was almost entirely rewritten, because it contradicted itself and was not adapted to the situation of The Reef. The most important paragraphs mention:
7.1: the GA can always decide on different practical modalities for exceptional cases.
7.3: lists for which expenses the contributions to the Société will be used.
7.5: lists what kind of contributions can be made to the Société.
7.6: mentions that new households have to contribute an Apport d’entrée of 1000 EUR / m².
7.7-7.9 mentions that the Apport global of each household is calculated based on the amount of m² and the weighing factors.
7.10: specifies the modalities for households that will contribute by means of a bank loan.
7.11: contains a top-up clause for personal liquid assets (fonds propres).
Article 8-9: addition that new members have to sign the Accord préalable and contribute the Apport d’entrée mentioned in art. 7.6.
Article 9.b: inserted that members can leave if the budget is increased by more than 10% by the GA, if they voted against the decision of the GA.
Article 9.11: modified in the sense that the GA can make an exception to the consequences of exclusion, and that the GA can decide how the units of the excluded household will be put up for sale.
Article 11: added some clauses that specify the process in case the Société ends, with a distinction between the phase before the completion of the building and the phase after.
Article 12.1: modified so that we can send communication by email instead of by paper letter (except for a decision to exclude a household)
. Thanks so much again Axel!