Community agreements

The community agreements  describe how the cooperative functions. These agreements are based on the statutes and can be changed when needed. The statutes can be found in the link below.

COMMUNITY AGREEMENTS

These agreements are inseparable from the articles of association of Soul International Cooperatief U.A. The agreements are an elaboration of the articles of association and are subordinate to them. 

Definitions

In these community agreements or by-laws the following is understood to mean the following:

  • The cooperative: the cooperative Soul International established in Rotterdam registered with the Chamber of Commerce under number 77201094.
  • The articles of association: the articles of association of the cooperative, as laid down in a deed of 21 March 2022 by notary JEROEN FRANCISCUS MARIA SCHOOT, in Doetinchem.
  • The Board: the Board of the Cooperative as referred to in article 7 of the Articles of Association.
  • Income: all financial resources received by the cooperative for the execution of its purpose.
  • Projects: activities undertaken in pursuit of the Cooperative’s objectives.

Table of content

Article 1 Policy Plan
Article 2 Board
Article 2.1 Purpose, rights and responsibilities
Article 2.2 Powers of the board and board members
Article 2.3 Procedure for election to the Board
Article 2.4 Board Meetings
Article 2.5 Agenda and minutes
Article 2.6 Input during the meeting
Article 2.7 Proxy, plenary.
Article 2.8 Interim decisions.
Article 2.9 Conflict of interest.
Article 2.10 Power of Attorney.
Article 2.11 Decisions of the board
Article 2.12 Communication
Article 2.13 Suspension
Article 2.14 Absence and inability to act
Article 3 Membership
Article 3.1 Membership categories
Article 3.2 Membership of belonging
Article 3.3 Membership of community builders
Article 3.4 Process of Becoming a Member
Article 3.5 Additional requirements
Article 3.6 Company
Article 3.7 Cancellation
Article 3.8 Confirmation
Article 3.9 Non-compliance
Article 3.10 Settlement
Article 3.11 Expulsion
Article 3.12 Suspension
Article 4 Working in teams
Article 4.1 Purpose, rights and responsibilities
Article 4.2 Certified soul partner
Article 4.3 Institutions operate as teams
Article 5 Funds
Article 5.1 Funds of the Cooperative.
Article 5.2 Commission / revenue payments
Article 5.3 Charges
Article 5.4 Member loans
Article 5.5 Membership fees, donations, grants
Article 5.6 Expenses and declarations
Article 6 General Assembly of Members
Article 6.1 Purpose, rights and responsibilities
Article 6.2 Annual Meeting
Article 6.3 Chairing and Minutes
Article 6.4 Right of initiative
Article 6.5 Notice of Meeting
Article 6.6 Financial committee
Article 6.7 Temporary committees
Article 6.8 Completeness
Article 6.9 Written/Digital Decision-making
Article 6.10 Material interest
Article 6.11 Representation
Article 6.12 Decision-making
Article 6.13 Alarm Procedure
Article 7 Annual accounts
Article 7.1 Availability
Article 7.2 Accountant or audit committee
Article 8 Soul Resource Centre
Article 8.1 Purpose, rights and responsibilities
Article 9 Soul integrity council
Article 9.1 Purpose, rights and responsibilities
Article 10 Guardians
Article 10.1 Purpose
Article 10.2 Lapse
Article 10.3 Decisions
Article 11 Soul international office
Article 11. Purpose, rights and responsibilities
Article 12 Final Provision

Article 1. Policy Plan

The policy is laid down in a policy plan drawn up and adopted by the Board:

  1. This policy plan shall be updated and revised annually. 
  2. Any new version of a policy plan shall be effective at the time it is approved at the annual meeting.
  3. The policy plan shall be adopted before the start of the calendar year, or no later than 2 months into the new year.
  4. The policy plan shall include at least:
    1. an annual plan and an annual budget
    2. an insight into how the cooperative raises its funds
    3. insight into the management of any assets of the cooperative
    4. inspection of the way in which the assets and the means are spent

Article 2. Board

Article 2.1 Purpose, rights and responsibilities

To govern the daily operations of the community and ensure that the community is focussed on its purpose and achieve higher and higher levels of unity. 

 

Rights

  1. To have the trust, respect and full support of the members of the community;
  2. To make decisions that serve the best interests of the community in the long-run as it deems fit;
  3. To consult with the community about any matter;

 

Responsibilities

  1. To appoint members of institutions or committees;
  2. To provide the conditions for the institutions of the community to flourish and function effectively;
  3. To convene and organise the General Assembly
  4. To ensure a steady flow of communication to the community about the progress of the community
  5. To protect the community and its integrity;
  6. To work on the expansion of the community;
  7. To certify organisations as soul-certified partners;
  8. To manage the Solidarity Fund and the Commons Fund;
  9. To prepare an annual plan and budget for the approval of the General Assembly;
  10. To prepare an annual report; 
  11. To formulate regulations to facilitate the development of the community;
  12. To evaluate the statutes of the cooperative.

 

Article 2.2 Powers of the board and board members

The Board:

  1. Decides in ad hoc situations on expenditures up to an amount of 25,000 euros.
  2. Individual board members can make expenditures up to a maximum amount of 2,500 euros.
  3. Is authorised to take out loans or bank credits and to provide securities up to an amount of 50,000 euros.
  4. Is authorised to appoint staff members.
  5. Is authorised to delegate a part of its tasks to a managing director of the cooperative, with the exception of the decisions that are reserved for the board.
  6. Acts within the established frameworks laid down in, among others, the policy plan, the annual budget and the project budgets. 

 

The Chairperson:

  1. Represents the cooperative externally. 
  2. Consults with official bodies.
  3. Is the first point of contact for board members.
  4. Draws up the agenda for each meeting in consultation with the secretary.
  5. Leads the board meetings and the annual meeting.
  6. Ensures that decisions are taken in accordance with the law, the statutes and these internal regulations.
  7. Coordinates and directs activities. 
  8. Oversees that board members perform their duties properly and addresses them if this does not appear to be the case.

 

The Vice-chairperson: 

  1. Replaces the president in his/her absence.
  2. Liaises with work/project groups on progress of work. 

 

The Treasurer: 

  1. Performs the financial administration.
  2. Ensures continuity of financial administration, especially in case of succession.
  3. Prepares financial statements.
  4. Prepares the financial part of the annual report.
  5. Manages the cash, bank accounts and any savings accounts, investments and investments.
  6. Budgets income and expenses.
  7. Assesses whether expenditures and claims made are within the annual budget and/or agreements made in board meetings.
  8. Liaises with investors and grantors.
  9. The Treasurer is audited by an Audit Committee. 

 

The Secretary: 

  1. Makes a record of each meeting that includes, at a minimum:
    1. The date and place of the meeting.
    2. The board members present and absent.
    3. The representations granted.
    4. The decisions taken.
  2. Makes a summary of the meeting reports for external communication (press, website, etc.). 
  3. Draws up the non-financial part of the annual report.
  4. Receives all incoming mail, directly or through other board members.
  5. Takes note of and handles mail, engages other board members when necessary to handle mail, and handles resulting correspondence.
  6. Archives all relevant documents and ensures that the information is available to the Board. 

Article 2.3 Procedure for election to the Board 

  1. If a vacancy arises, in principle all “community builder members” can be elected to the Board. There is no nomination, or campaign to become a board member. 
  2. A secret written election takes place among all members as described in article 3.2. The person with the highest number of votes is elected to the Board. 

Article 2.4 Board Meetings

  1. The Board shall meet, physically or online, in principle monthly and otherwise as often as the Chair or at least two Board members deem necessary. In the case of an electronic meeting, the following conditions must be met: each board member must be able to hear and see every other board member in such a way that discussion of matters can take place unhindered; the sender of any shared documentation must be identifiable and must be retained by each of the participants; measures must be taken to enable anonymous voting; the discussions must take place without risk to the secrecy of the discussions and the privacy of its participants.
  2. Meetings are held at the time they are scheduled, or, if the situation prevents it, within 4 weeks thereafter. Meetings for which a request has been made shall be held within four weeks of the request being made.
  3. If a meeting is not convened in accordance with the above requirements, each Board member is entitled to convene a meeting subject to the provisions of these rules. A meeting as referred to in the preceding sentence shall provide for its own chairperson and shall designate a person charged with keeping the minutes.

Article 2.5 Agenda and minutes

  1. Board members may submit agenda items to the Secretary prior to the meeting. The Secretary shall prepare the draft agenda.
  2. The secretary shall mail the draft agenda no later than 2 days before the start of the meeting.
  3. At the beginning of each meeting, the agenda is finalised. Board members may add items to the agenda, propose deletions or transfer items to a subsequent meeting and propose changes in the order of items on the agenda.
  4. The secretary shall record the decisions taken at the meeting in draft minutes.
  5. The draft minutes shall be discussed and adopted at the next meeting.

Article 2.6 Input during the meeting

  1. Active input is expected from board members.
  2. Ideas from board members are welcome and will be discussed at the meeting or carried forward to a subsequent meeting.
  3. The Board may ask the Chair to allow persons other than Board members to attend the meeting. Such persons shall have no voting rights. The chairperson shall make a decision on admission.

Article 2.7 Proxy, plenary.

Board members may be represented at the meeting by a fellow board member authorised in writing. At a meeting at which the entire board is present or represented, valid resolutions may be passed, provided they are passed unanimously.

Article 2.8 Interim decisions. 

The board may also adopt resolutions outside a meeting, provided this is done in writing, by telephone or video conference, and provided none of the board members objects, and all members of the board vote on the proposal concerned. In that case the first sentence of Paragraph 5 shall apply without prejudice. Written minutes must be taken of resolutions passed outside the meeting, which will be recorded at the next meeting. 

Article 2.9 Conflict of interest. 

A member of the Board shall not take part in any deliberations and decision-making if (s)he has a direct or indirect personal interest that conflicts with the interest of the Cooperative and the enterprise or organisation associated with it. If as a result no Board decision can be taken, the decision will be taken by the General Meeting.

Article 2.10 Power of Attorney. 

The Board may also decide to grant a power of attorney to a Members’ Committee, one or more members of the General Meeting, as well as to third parties, whether or not employed by the Cooperative, to represent the Cooperative within the limits of such power of attorney.and the 

Article 2.11 Decisions of the board

  • Each board member shall have one vote. 
  • Blank votes and invalid votes shall be deemed not to have been cast.
  • At least two board members may take decisions that cannot be delayed, and shall inform the other board members of such decisions at the first opportunity. Board members are jointly and severally liable until such time as these ad hoc decisions are ratified at a board meeting.
  • Resolutions are passed after being placed on the agenda at a board meeting or annual meeting.
  • For a valid resolution to be adopted, at least two-thirds of the board members must participate in the meeting or have issued a written proxy.
  • Resolutions are passed by a simple majority of votes, with the exception of exceptional situations described in the Articles of Association and these community agreements. 
  • If a proposal has been placed on the agenda and none of the members of the Board of Directors present at the meeting request a vote, the proposal shall be deemed to have been accepted.
  • If the votes are equal, the proposal is rejected. If the votes are tied when electing persons, a new vote must be taken.

Article 2.12 Communication

The Board recognizes the importance of good communication with:

  • The members of the cooperative
  • Donors, sponsors and other organisations.
  • The media.
  • The government.

All communications shall be coordinated in advance, and in cases where this is not possible, at the first opportunity thereafter, with the Secretary and at her/his direction also with the Chairperson and other Board members.

Article 2.13 Suspension

Board members may at any time be suspended or dismissed by a majority of two-thirds of the members present or represented at the General Assembly.

Article 2.14 Absence and inability to act

If the board consists of more than one member, the remaining board members or the only remaining board member shall temporarily be in charge of the entire board in the event of the absence or inability to act of one or more board members. 
In the event of absence, the General Meeting shall take the necessary measures as soon as possible to make a definitive arrangement.



Article 3. Membership

Article 3.1 Membership categories

There are two types of memberships: ‘membership of belonging’ and ‘membership of community builders’. To be a formal member of the soul.com community, there are rights and responsibilities, which are described below. 

Article 3.2 Membership of belonging

Purpose

The purpose of this membership is to confirm that someone is an integral part of the soul.com international learning community and that one feels accountable for its progress. Through this membership one consciously tries to learn from translating its concepts and principles into practice and to actively support the purpose of the community.

Rights of members of belonging

  • Being welcomed in a learning community, aspiring to make the world work for 100% of humanity.
  • Receiving the support of community members in translating the conceptual framework of soul.com into action. 
  • Gaining access to the community-learning program, comprised of:
    • the online community platform, where conversations take place, articles are offered and the newest developments are shared. 
    • access to all the free spaces that soul.com offers, such as the meaningful conversations and introduction sessions. 
    • presentations about the learning and experiences of the members in applying the soul.com framework
  • As a member one actively supports the plans of the institutions of the cooperative and participate in the governance process of the cooperative by:
    • joining designated committees 
    • participating in the consultations during the General Assembly
    • voting in the election of the Board
  • Possibility to become an accredited facilitator of the soul.com programs.
  • Possibility to become a community builder member

Responsibility of members of belonging

  • Signing membership agreement 
  • Putting into practice the conceptual framework of soul.com
  • Joining the open community spaces and inviting others
  • Interacting with and supporting other members of the community
  • Using voting rights for the election of the Board
  • Paying annual membership fee of 120 euros (excluding VAT)

Article 3.3 Membership of community builders

Purpose

The purpose of this membership is to allow someone to initiate soul.com projects of capacity building in the world and to start making a livelihood. One is not only a member of belonging, but is accompanying others in their capacity building process. Through this membership one has access to the commons of the community as described in the preambule, which will allow someone to carry out work. Additional rights and responsibilities come with this membership to support and develop the commons.

Rights of community builder members

  • Participating in the soul.com online educational programs, in order to continue one’s own capacity building process. 
  • Participating in the learning spaces of the community to reflect together and build your capacity.
  • Based upon experience, one will be accredited by the Soul Resource Centre (SRC) to facilitate specific materials.
  • Gaining access to the materials of soul.com that are being provided by SRC.
  • Permitted to use a soul.com email address and create a profile on the soul.com website.
  • Initiating projects and generating funds that can provide a livelihood for oneself and others.
  • Speaking and voting at the General Assembly.
  • Being part of the consultative process of the future of the community, which will be initiated by the Board of the cooperative.

Responsibilities of community builder members

  • Participating in the onboarding process for new members organised by SRC
  • Participating in spaces for learning facilitated by SRC:
    • spaces designated to reflect on your experiences with facilitating the materials;
    • spaces to reflect about growth and consolidation of the community; 
  • Considering the needs of fellow community builders by creating opportunities for work projects and thereby generating a livelihood;
  • Collaborating with other community builders and develop a vision of growth;
  • Establishing collaboration agreements with a certified soul partner to carry out projects; 
  • Contributing a portion of your total revenue to the cooperative as follows:
    • a minimum of 10% of the turnover to the solidarity fund.
    • a minimum of 15% of the turnover to the commons fund.
  • Involving a growing group of diverse people in one’s activities who build their capacity and become members of the soul.com community
  • Serving on committees or joining projects that support the growth and development of the community, based upon capacity and availability. 
  • Engaging in conversations with potential new members and to study the preambule and community agreements together.
  • Serving on the Board when elected
  • Taking on an active role in peer governing the community, by enhancing the unity of thought and translating the vision into practice. 
  • Administrating accurately one’s activities in the soul.com storage house.
  • Clearing one’s financial accounts with the soul.com community on a monthly basis.
  • Paying for software subscription services that one decides to use through the cooperative.

Article 3.4 Process of Becoming a Member

  • Membership is only possible through invitation by a current community builder member of the cooperative.
  • There is a conversation with other members to study together the preamble and the community agreements.
  • Signing the membership agreement using the online form
  • Paying the annual membership
  • Receiving a welcome letter from the Board confirming membership
  • Joining the online community platform 
  • Participating in community spaces to orient oneself on how to serve the community.

Article 3.5 Additional requirements 

Membership is possible for Dutch non-incorporated combinations, but requires approval of the Board.  

Membership is possible, in case of natural persons, not in a state of bankruptcy or subject to debt rescheduling, or who for physical, emotional or other reasons are temporarily or permanently incapacitated and that has been determined by a competent expert at the request of the board and the person concerned, in case of legal persons, not in a state of liquidation or subject to suspension of payments. The Board may also impose additional requirements for obtaining and continuing membership (including with respect to relevance of the contribution and appropriate insurances such as against illness, disability and professional liability).

Article 3.6 Company

If a member is a legal entity, for the purposes of these Articles of Association, the business carried on by a member shall mean the business carried on by shareholders or members of that legal entity. 

Article 3.7 Cancellation

Termination may be affected both by the member and on behalf of the Cooperative. It must be done in writing and with consideration of a period of at least three (3) months, without prejudice to the provisions of the law regarding the possibility of termination with immediate effect. 

Article 3.8 Confirmation

If the cancellation is made by a member, that member shall receive a Written confirmation thereof from the Board within fourteen (14) days. If the Written confirmation is not given within fourteen (14) days, the member shall be entitled to repeat the cancellation by registered letter at the expense of the Cooperative.

Article 3.9 Non-compliance

Termination on behalf of the Cooperative may only take place if a member no longer meets the valid requirements specified in Article 3, Paragraph 1 and if the Cooperative cannot reasonably be required to continue the membership, and this by virtue of a resolution of the General Members’ Meeting. There is no right of appeal against such a resolution.

Article 3.10 Settlement

A written resignation by a member may only take place if and after the member and the Board have made an arrangement regarding the financial obligations of the member resigning. The financial obligations shall be determined by a bookkeeper/accountant to be appointed by the Board for that purpose unless otherwise agreed by the Board. If a dispute arises in this regard, the parties shall refer to a dispute resolution process determined for this purpose by regulations. The composition of the Disputes Committee shall be further regulated in the regulations.

Article 3.11 Expulsion 

  1. Expulsion from membership may take place if a member acts contrary to the Articles of Association, the regulations or decisions of the Cooperative, or harms the Cooperative in an unreasonable manner. 
  2. Expulsion shall take place by resolution of the General Meeting, which resolution shall be notified in writing by the Board to the member concerned, stating the facts on which it is based. No appeal shall lie against the resolution of expulsion.
  3. Members of the Board may only be expelled from membership of the Cooperative by the General Meeting.
  4. In the event of expulsion, membership shall end on the expiry of the appeal period or, if an appeal has been lodged, on the day on which the decision to expel is confirmed. During the appeal period and pending such appeal, the member shall be suspended in the exercise of his membership rights, also with regard to any positions he holds in the Cooperative.

Article 3.12 Suspension

A member may be suspended by the Board for a period to be determined by the Board: 

  1. if, in the opinion of the Board, the member is guilty of violating the preamble expressed purpose, volition, values and design criteria; 
  2. if the member remains negligent in fulfilling its financial obligations to the Cooperative after being summoned; 
  3. in case of important interests. 

In all cases the Board will only suspend a member after having heard the member concerned or after having given him/her the opportunity to do so.

A suspended member shall at all times be entitled to present his suspension to the General Meeting of Members. If a suspended member informs the Board that he wishes to do so, the Board shall be obliged to convene a General Meeting as soon as possible, at which this subject shall be discussed. The notice convening the meeting must state that the meeting will deal with the suspension of the member in question. If the Board does not do so within two (2) weeks after receipt of the request, the suspended member shall be entitled to call the said meeting.

The suspension shall expire: at the end of the term of the suspension; at the end of the membership of the suspended member; or if the General Meeting does not approve the resolution to suspend with a majority of at least two-thirds of the votes cast.

During the suspension, the member cannot exercise the rights attached to his membership, except for his right to speak at the relevant special meeting at which his appeal is heard and the right to be present at that meeting and to receive the invitation to do so. The member concerned shall have the right to be assisted by experts who may also speak at that meeting.

Article 4. Working in teams

Article 4.1 Purpose, rights and responsibilities

Purpose

To promote mutual support and cooperation among the members by working together on projects – inside or outside the cooperative, and to generate collective prosperity.

 

Rights

  1. Members can initiate their own teams and announce it to the community. Other members can be invited to join or can ask to be part of it;
  2. Team members can determine how the proceeds of their work is being divided among themselves, based on the principles of justice and equity. The amount earned for one member is the sum of all the different transactions that a member makes as part of his or her participation in teams; 
  3. Individual members who have been instrumental in creating and / or managing projects have the right to receive a share of the available budget of the project.
  4. Members can decide to have funds paid to their own private company or to receive remuneration from the soul-certified partner.

 

Responsibilities

  1. Define clearly for each project its objective, timeline, requirements and budget. Some projects concern paid assignments for organisations. Other projects are activities that benefit the expansion and consolidation of the cooperative, such as inviting, training, and accompanying people.
  2. As part of their own capacity building process, members are expected to join projects that benefit the expansion and consolidation of the community;
  3. Ensure that any team is diverse and includes members with relevant specific capacities and/or experience, such as capacity to facilitate or accompany, or language skills;
  4. Ensure that each team has one person who acts as the chair. This person could coordinate the project and set agreements with the other team members;
  5. Ensure that a soul-certified partner organisation is able to facilitate the flow of funds, when needed;
  6. Share relevant information with the cooperative about the projects so that other certified partners can continue the work if need be.

Article 4.2 Certified soul partner

Purpose

To act as an instrument, on behalf of the Soul International Cooperative, to enter into agreements with companies, community builder members and the cooperative to carry out projects and contribute to the collective wealth of the community. It is a legal entity with its own administrative setup.

 

Rights

  1. to communicate on behalf of the Soul International Cooperative with companies; send invoices and receive payments;
  2. the right to welcome other community builder members to collaborate on projects that are facilitated through the company;
  3. to allocate a portion of the turnover for the services rendered, if agreed by the members; 
  4. invited to participate in the community spaces to learn about being a certified soul partner; 
  5. to be accredited as a certified soul partner;
  6. gain access to communication and financial tools of the community;

 

Responsibilities

  1. to promote solidarity among the members and to encourage others to join the community;
  2. to participate in spaces for learning and capacity building facilitated by SRC about acting as certified soul partner;
  3. to set up an efficient financial system of accounting and to comply with all legal and fiscal requirements in your country of residence;
  4. to act as the contact person of the projects in companies;
  5. to share relevant information with the cooperative about the projects so that other certified partners can continue the work if need be;
  6. to establish agreements with community builder members about their engagement in projects and financial income;
  7. to automatically contribute 10% of the total revenue or budget towards the Solidarity Fund and 15% to the Commons Fund of the cooperative.
  8. by clearing your financial accounts with the soul.com community on a monthly basis, in collaboration with the soul international office.

 

Spaces for reflection on the collaboration between members in teams, as well as the agreements and financial transactions described above, are provided by the cooperative and take place between all community builder members. In the event of disputes or ambiguities, the Board or Soul Integrity Council may act as mediator.

Article 4.3 Institutions operate as teams

The Board must identify projects needed to protect and develop the commons. The institutions of the cooperative function as appointed teams that receive their funding from the Commons Fund.

Article 5. Funds

Article 5.1 Funds of the Cooperative.

The Board oversees two funds: the Solidarity Fund and the Commons Fund. 

 

Solidarity fund

Its purpose is to use financial resources to promote solidarity within and outside the community. The fund’s income comes from members’ contributions described in the membership rules and from donations. The fund is managed by the board of Soul International and consists of three components: funds for the benefit of (a) the community of the Cooperative and (the members of) its members, (b) the appreciation scheme and (c) meaningful projects. 

 

Commons Fund

Its purpose is to finance the systematic development and the protection of the commons of the community, including the creation of educational materials, training and accompaniment of members, and facilitating administrative matters. Every year, the board will prepare a budget to be approved by the general assembly.

Article 5.2 Commission / revenue payments

A commission may be charged for services provided by the Cooperative for the benefit of members and non-members, which commission may either be established by the Board on a case-by-case basis or determined on the basis of criteria set by the General Meeting of Members; if the General Meeting of Members has established such criteria, the Board will be bound by them. A percentage contribution, the amount and conditions of which are determined in these rules, shall apply to turnover invoiced externally by members through the Cooperative.

Article 5.3 Charges

The General Meeting of Members may impose special charges on the proposal of the Board.

Article 5.4 Member loans

The Cooperative is authorised to take loans from members, on the understanding that loans may only be taken from members if this does not violate the prohibition referred to in section 3:5 paragraph 1 of the Financial Supervision Act. The conditions applicable to such loans shall be determined by separate regulations. As long as the regulations have not been established, such loans cannot be taken out, without prejudice to the conditions mentioned in the first sentence of this paragraph. 

Article 5.5 Membership fees, donations, grants

Bequests and inheritances can only be accepted by the Board subject to description. 

Subsidies to be received can only be applied for after approval by the Board, which clearly indicates any obligations for the cooperative attached to the subsidy to be received.

 

Small, one-time or recurring donations are routinely deposited in the cooperative’s bank account. The cooperative does not have a “cash” account.

Donations, gifts and subsidies received may be set aside and thus carried forward to the next calendar year. The policy plan sets the framework for this.

Article 5.6 Expenses and declarations

Project expenses can be paid by the board within the approved project plans. Board members can, however, declare privately made or advanced expenses and mileage claims. For declarations, the standard “declaration form” is used, as drawn up by the treasurer.



Article 6. General Assembly of Members

Article 6.1 Purpose, rights and responsibilities

The general assembly is the highest order in the hierarchy of the cooperative. This is where all members meet and discuss relevant questions and challenges of the cooperative. The agenda for the general assembly is set by the board, which could also be requested to include agenda items provided by members. The board reports directly to the general assembly, which in turn decides upon matters which do not fall under the mandate of the board. The general assembly can be initiated by the board or by a minimum of 20% of community builder members.

 

Rights

  1. To be held at least once a year;
  2. Open to all members;
  3. Decisions reached by the Assembly to be implemented as soon as possible;

 

Responsibilities

  1. To ensure that all members can participate in the Assembly;
  2. To share relevant information prior to the Assembly;
  3. To ensure that the Assembly functions in an orderly fashion according to the procedures set out in the regulations;

Article 6.2 Annual Meeting

In each financial year, no later than in the sixth month – unless this term is extended by no more than four (4) months on the grounds of special circumstances – a General Meeting of Members shall be held with a specific character.

The agenda for this meeting shall include at least the following items:

  1. the consideration of the written annual report of the Board concerning the affairs of the Cooperative and the management conducted;
  2. the adoption of the financial statements;
  3. the appropriation of the result as shown in the financial statements;
  4. the discharge of the Board.

 

The meeting will also discuss any other items placed on the agenda by the Board. The items referred to above do not have to be included in that agenda if the period for drawing up the financial statements and submitting the annual report has been extended or a proposal to that effect has been placed on that agenda. 

In addition, a meeting will be called at which the budget for the upcoming period will be presented to the General Assembly.

Article 6.3 Chairing and Minutes

The general membership meeting shall be chaired by the chairperson of the board or by another member of the meeting invited to do so by the board.

The chairperson of the general assembly shall be authorised to admit non-members to the meetings or to parts thereof to be determined by him. The chairperson of the meeting shall appoint a secretary. The minutes shall be adopted and in evidence thereof signed by the chairperson and the secretary of the meeting concerned or adopted by a subsequent meeting; in the latter case they shall be signed in evidence of adoption by the chairperson and the secretary of that subsequent meeting.

Article 6.4 Right of initiative

At the written request of at least such a number of members as is authorised to cast two/tenths of the votes in the General Meeting, which request must specify the subjects to be discussed, the Board shall be obliged to convene a General Meeting at a time not exceeding four (4) weeks. If no convocation has been made within fourteen (14) days by a time within that period of four (4) weeks, any petitioner may proceed to convene the meeting on behalf of the members who have requested it. In that case the General Assembly shall appoint its own chairperson and secretary.

Article 6.5 Notice of Meeting

The convocation for a General Meeting of Members, except for those directly convened by the members in accordance with the provisions of paragraph 5 of this Article, shall be made by means of a convocation addressed to each member individually. The period for convocation shall be at least ten (10) working days, not counting the day of the convocation and that of the meeting. The notice shall state the place where and the time when the General Meeting will be held, as well as the items to be discussed.

Article 6.6 Financial committee

The General Meeting may set up a committee that prepares the decision-making in its meeting with regard to financial matters. Any member of the General Meeting may sit on this committee. The committee shall report its advice to the General Meeting in writing at the same time as the administrative agenda documents for the General Meeting.

Article 6.7 Temporary committees

Purpose

To study a Board’s proposal to the General Assembly and to give a recommendation to the General Assembly for approval or disapproval. The temporary committee is being appointed by the Board, which can only be formed when at least three members volunteer to join. The Board will need to decide for each proposal whether a committee could be formed or not.

 

Rights

  • Any community builder member can request to join a temporary committee
  • To suggest refinements or improvements of the proposal to the Board prior to voting at the General Assembly
  • The committee stops functioning the moment it has sent its recommendation to the General Assembly

 

Responsibilities

  • To consider the needs and requirements of the entire cooperative and not that of a few members
  • To discuss and review matters with the spirit of reflection and consultation
  • To send a recommendation to the General Assembly in writing before the set deadline

Article 6.8 Completeness

No decision can be taken at a General Meeting on subjects that are not included among the items to be discussed, unless all members are present or represented at that meeting and none of those present objects to such a decision being taken.

 

As stated in Article 14.1, resolutions on amendments to the Articles of Association may be passed at the general meeting only if :

  1. at least fourteen (14) days before the general meeting the proposal to amend the articles of association and at least five (5) days the copy have been brought to the notice of the members;
  2. The resolution to amend the Articles of Association is passed by a majority of at least two-thirds of the votes cast, at a meeting where at least two-thirds of the members are present or represented.
  3. If at a meeting at which a proposal to amend the Articles of Association is to be considered, not at least two-thirds of the members are present or represented, a second meeting shall be convened, to be held not later than thirty (30) days after the first, which may then pass a valid resolution, irrespective of the number of members present or represented, provided this is done with a majority of two-thirds of the votes cast.

Article 6.9 Written/Digital Decision-making

The Board may ask the General Meeting of Members to decide in writing on subjects concerning the Cooperative’s policy or activities. Decision-making on subjects concerning Article 14 (Amendment of the Articles of Association) or Article 16 (Dissolution) is excluded from this. The Board may attach conditions to the use of an electronic means of communication for the exercise of voting rights. The notice convening the meeting shall set out these conditions or state where they can be consulted. 

Article 6.10 Material interest

Resolutions of the General Meeting that are of material importance to one specific member category shall not be placed on the agenda until the Board of the meeting of the relevant member category has received the positive advice regarding the intended resolution. The conditions that apply to the meeting of a member category are the same as those of the general meeting.

Article 6.11 Representation

Each member may be represented at a meeting and in the exercise of its voting rights by another member belonging to the same membership category, provided it does so by written proxy. A member may represent a maximum of one (1) other member.

Article 6.12 Decision-making

All resolutions shall be passed by an absolute majority of votes. Any deviation from this shall require an absolute majority of the valid votes cast, unless a larger majority is required by these Articles of Association.

 

Prior to the General Assembly or immediately after the opening of that Assembly by the Chairperson, the Board shall announce how many votes can be cast at the Assembly and by whom.

Article 6.13 Alarm Procedure

If a member believes for new, weighty arguments or considerations that a decision needs to be reconsidered, the member should indicate this to the Chairperson. 



Article 7. Annual accounts

Article 7.1 Availability

The Board shall ensure that the prepared annual accounts, the annual report and other information are available at the offices of the Cooperative as of the date of the notice convening the General Meeting of Members for their consideration.

Article 7.2 Accountant or audit committee

The General Meeting of Members shall commission an auditor to audit the annual accounts prepared by the Board in accordance with the provisions of Article 2:393, paragraph 3 of the Dutch Civil Code if the law so requires. 

 

If the law does not require that the assignment referred to in the previous sentence be given, the Cooperative may also give an assignment to audit the prepared financial statements to a cash audit committee or to another expert; such expert shall also be referred to hereinafter as: auditor.

 

If a cash audit committee is chosen, the General Meeting of Members will appoint it annually and it will consist of at least two members and one deputy member who may not be a member of the Board. The Board is obliged to provide this committee with all the information it requests, to show it the cash and values of the cooperative if it so wishes and to allow it inspection of the cooperative’s books and records.

 

If the General Meeting does not appoint an auditor or a cash audit committee, the Board is entitled to do so.

 

The auditor shall report on his audit to the Board and shall state the results of his audit in a statement. The cash audit committee shall report directly to the General Meeting at which the annual documents are discussed.

 

The General Meeting may at any time revoke the assignment given to the auditor.

 

The Board may issue additional instructions to the auditor or to another auditor at the expense of the Cooperative.

 

The annual accounts cannot be adopted if the General Meeting of Members has not been able to take cognizance of the report of the Audit Committee or the auditor.



Article 8. Soul Resource Centre

 

Article 8.1 Purpose, rights and responsibilities

This institution is responsible for systematically facilitating the process of learning within the community and to build capacity in its members.  

 

Rights

  1. To have the trust, respect and full support of the members of the community;
  2. To set priorities for the development of educational materials;
  3. To engage members in specific assignments or task forces;
  4. To receive allocations according to the approved budget.

 

Responsibilities

  1. Collecting, structuring and analysing the experience gained by the members in applying the educational materials by creating learning spaces;
  2. Appointing coordinators or assistants to accompany members;
  3. Developing new materials in response to developments in society and members’ needs;
  4. Adapting, translating, making available and managing existing materials;
  5. Conducting research in order to deepen and enrich the conceptual framework
  6. Training and accompanying members in the Cooperative’s programmes;
  7. Managing accreditation system;
  8. Managing database of activities and statistics of the soul.com programmes;
  9. Contribute to the relevant discourses in society and generously share the experiences and insights of the community.
  10. To develop an annual plan and budget;
  11. To prepare a report of activities.

Article 9. Soul integrity council

Article 9.1 Purpose, rights and responsibilities

This institution is responsible for the protection of the soul of the cooperative and resolving any conflicts. It ensures the coherence and integrity of the conceptual framework and the work of the cooperative as a whole. The Board will assume these functions until such time that the Council has been appointed.   

 

Rights

  1. To have the trust, respect and full support of the members of the community;
  2. To give advice to members and institutions, asked or unasked;
  3. To freely converse with members and institutions of the cooperative;

 

Responsibilities

  1. To encourage members to foster a long-term vision for the development of cooperative and assist them to appreciate the significance of its conceptual framework;
  2. To give advice in matters of disputes between members;
  3. To ensure coherence and consistency in the educational materials of the cooperative.

Article 10. Guardians

Article 10.1 Purpose

To protect the long-term purpose and objectives of the Cooperative. It does not constitute the Board of Supervisors as intended by law. It can approve or disapprove any changes in the statutes related to articles that concern the direction and spirit of the cooperative. 

Article 10.2 Lapse

If the nature of one of the guardians changes as a result of a change in the registered office of one of the guardians or if the guardian is a legal entity or a combination that will be represented by another person, the meeting of guardians may decide that the Parent’s Share of the respective guardian will lapse.

Article 10.3 Decisions

The meeting of guardians shall decide by an absolute majority of votes.

 



Article 11. Soul international office

 

Article 11. Purpose, rights and responsibilities

This agency is to provide executive support to the Board and to develop and manage the cooperative’s common financial and administrative processes.

 

Rights

  1. To receive support and guidance from the Board; 
  2. To research relevant software and systems that could support the cooperative;

 

Responsibilities

  1. Developing and maintain administrative systems to support the members and facilitate the work of the cooperative;
    1. the official soul.com website
    2. soul storage platform
    3. member registration
    4. google workspace
  2. Support the Secretary of the Board 
  3. Develop and refine a financial system that facilitates the flow of money within the cooperative in an efficient and transparent manner;
    1. prepare a draft budget for the consideration of the board;
    2. support the treasurer of the board;
    3. maintain financial accounting and cash flow;
    4. manage bank accounts and other financial assets;
    5. ensure fiscal compliance
    6. prepare regular financial statements for the board;
    7. prepare annual financial report;
    8. give advice and recommendations to the board
  4. To support members with financial or administrative questions related to the work of the cooperative;
  5. To prepare an annual plan and budget for its operations;

Article 12. Final Provision

 

In cases not provided for by law, the Articles of Association and these Community Agreements, the Chairperson shall decide.

These agreements are published on the internal website of the Cooperative.

 

Thus established in the General Assembly meeting dated 30 May 2022.