Statutes of the Soul International Cooperative U.A.
The Statutes form the legal basis for the cooperative. They consist of a preambule and the articles of association. A provisional translation (from Dutch) of the statutes can be found on this page.
The community agreements describe how the cooperative functions. These agreements are based on the statutes and can be changed when needed. They can be found using the link below.
Considerations regarding where we come from:
With an entrepreneurial foundation.
In nineteen hundred and ninety-six (1996), Oscar Rosa and Sjoerd Luteijn met during their studies; this was the beginning of a long and close friendship. This friendship – combined with the thoughts that things could be different and more just – formed the basis of the first enterprise in nineteen hundred ninety-eight (1998). This venture was transformed into Refresh Interactive B.V. in two thousand and four (2004). As early as nineteen hundred and ninety-eight, the foundation was laid for an ethical enterprise, the basic principles for which were provided by our network. These seeds were planted and it became a learning quest that would last almost twenty years during which the foundation was laid for the cooperative Soul International Cooperative U.A. (hereinafter also: the “Cooperative” or “Soul International”). The principles that were imparted in the process were:
a. Create a product or service that allows you to contribute to the
development and well-being of humanity;
b. Create opportunities for each individual within the company to grow
spiritually in the broadest sense of the word.
c. Create the opportunities for the company as a whole to develop in
unity and in harmony;
d. Create a reasonable profit to last on a long-term basis.
Through a transcending vision.
Gradually, the idea was born to look at organizations in a whole new way: not as hierarchically organized organizations that primarily work for the realization of a financial return target, but as a community of cooperating people who develop their qualities while jointly devoting themselves to a “soul” (an overarching purpose, shared values and volition). The activities of Refresh Interactive then became fully focused on “Transforming companies into communities”. The work became increasingly clear and structured in terms of approach, method, tools and language. Refresh Interactive acquired the domain name soul.nl and later soul.com. The emphasis of the work was on giving workshops and facilitating organizational transformation. The answer came to lie in the development of people and the spaces in which they work together such as meetings, gatherings, decision-making bodies and the like. The belief was and is that every person is good by nature and therefore can contribute to a positive change to his or her environment.
New people were invited to join the organization that started working under the name “soul.com” or “Soul”. The vision sharpened and it became clear that the work had to shift from giving advice and guidance to capacity building through education and accompaniment. With this approach, an organization and its staff can independently initiate and advance a transformational process towards becoming a community. This program resulted in a conceptual framework that has different learning questions related to certain stages of an organization’s development. This has been translated into the “Soul-driven leadership” training program, complemented by accompaniment in applying and strengthening the newly learned capabilities in practice.
Within a few years the number of participants grew and the program matured. There was also serious interest from outside the Netherlands. This manifested itself through ‘ambassadors’ who wanted to spread and apply the conceptual framework. In addition, a growing network of people called ‘agents of change’ emerged in the Netherlands, Switzerland and Belgium, who together learned about positive change in organizations. Something wanted to grow here.
The cooperative was born.
Over the years, Soul has thoughtfully applied the concepts and insights of community building to itself. This led to fundamental insights about redefining sales, marketing, communications, leadership, organizational structures and governance. It was quickly apparent that the classic corporate organizational structure is not appropriate for a community, particularly because of the inevitable implications of ownership. A community must be designed for future generations and thus have a sustainable structure that cannot be about the ownership or financial interests of a few, which quickly tempt the reversal of ends and means. Also, it is desirable to have a decentralization to promote expansion of the community. Each local reality has its own characteristics and in order to respond to them a structure is needed that has freedom, invests responsibility locally and whose ‘soul’ (purpose, volition and values) is binding and guiding. Working in smaller units spreads the financial risk for the whole. At the same time, the ability to learn together and support each other remains. ‘A school of fish instead of one big fish’. The answer was found in the cooperative as an enterprise form. In January 2020, the step was taken: “Refresh Interactive BV” transformed into “Soul International Cooperative U.A.”.
With different layers.
At the same time, it became clear that the evolving organization needed a structure that could support and strengthen international expansion, where coherence could grow between the common and what was needed locally. The development of international activities and the development of new materials has taken up more and more time in recent years. This was sometimes at odds with what was needed in the Netherlands. Much attention is needed for material development. Also, specific attention is needed to make and keep the local activities healthy. The time has come to set up a structure in which local, independent teams can pursue their own growth path, within a conducive, secure, internationally applicable framework of agreements and organizational form.
A world-embracing vision.
The introduction of this new structure is also the moment to formalize the body of thought. We are inspired by the words of Richard Buckminster-Fuller: “our task is to make the world work for one hundred percent (100%) of humanity, in the shortest possible time, through spontaneous cooperation, without ecological offense or the disadvantage of anyone”. Our present time requires a global vision that recognizes that all people on this planet have the right and the responsibility to contribute to the enormous tasks that lie ahead. We do not see human beings as homo economicus, driven only by material gain. We recognize and work from the power of the human spirit to love, learn, cooperate and serve. This personal and societal transformation can be achieved by strengthening unity.
Soul’s purpose is to inspire, train and accompany millions of people so that they contribute to a world that works for one hundred percent (100%) of humanity. Our approach is one of capacity building that promotes unity and cooperation among people.
The following values inspire our actions:
- We are friends – As friends, we help each other to work for good. It is our friendship that connects us and shapes our community. We care about each other and are happy when others develop and advance. We see in each other the beautiful qualities and abilities while not focusing on everyone’s shortcomings or faults. As friends, you can be yourself.
- We seek and value truth – We want to go to the heart of a problem, understand its roots and not settle for obvious answers. Our desire to search for truth expresses itself in being open and honest in our conversations. We create a safe place where we can challenge our assumptions and discover new horizons. It is our duty to share
constructively and not to remain silent.
- We are courageous – We show courage in our actions and stand confidently for what we believe, even when swimming against the current. We strive to do what is right, even when it goes against short-term needs.
- We act with certainty – When we decide something, we execute it with full conviction and immediately to the best of our ability. We are clear and focused on what needs to be done and act with determination.
- We act with a humble attitude of learning – We learn by doing. We make mistakes, but reflect on our actions and decide in unity on our next steps. Working with a learning attitude means developing humility. It means not placing ourselves above others. It means seeing others as equals, respecting each other’s perspective and striving for shared understanding.
- We believe in the attraction of beauty – We recognize the attraction to beauty and strive for excellence in our work in order to make the result as beautiful as possible. Beauty brings out the best in us. It is about being able to see the beauty in people and things and to name it. Being able to see potential, rather than what is.
There is one crucial condition that determines our success in serving our purpose: when we make decisions in absolute unity, when everyone sincerely agrees and supports the next steps forward. When we confidently say and do “yes.”
Soul acts on a set of principles called the design criteria:
- We listen intently to others, to our environment, and to ourselves; and we
strive to reach a shared understanding;
- We reflect with each other, regularly and in a calm manner, on our progress and opportunities;
- We strive for fairness in all our decisions in order to protect and strengthen a growing unity.
- We make decisions in unity based on consultation;
- We work with a spirit of service and strive for collective progress, focusing on the common good above our own interests;
- We see potential in every person and organization, despite the apathy,
cynicism or resistance that may sometimes exist;
- We boldly share a hopeful future that invites people to participate;
- We create spaces for people to take initiative and contribute, so they can
develop their own potential while also inspiring others;
- We generously disseminate the knowledge we develop, recognizing the
power of reciprocity;
- We think inclusively (no “us” versus “them”), redefine boundaries and do not see people and organizations as “the other”, and recognize that we are part of one coherent system that is enriched through diversity;
- We promote prosperity and well-being for all by viewing success within the framework of growing unity and oneness and thinking in terms of
abundance rather than scarcity.
A Solidarity Fund.
The Cooperative has a solidarity fund whose 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.
Each of these components is allocated an equal share each year, unless the
Cooperative’s members’ meeting decides otherwise at the Board’s proposal and with the prior approval of its guardian meeting. It should be noted that the valuation scheme in its current form is temporary in nature.
- Community. The funds for the benefit of the community can be used for e.g. financing the local member organizations (units) or any other purpose that can be determined by the board of Soul International. The purpose of this part is to promote mutual support within the cooperative and to create a sustainable healthy (financial) reality for and with each other. The board will account annually for the use of this portion.
- Appreciation. Everything that has been developed over the past two
decades, conceptually, relationally and materially, has value. However, it is not a value that could be fully recorded on the financial books. This tangible and intangible value was offered by the founders of Refresh Interactive B.V. to the Cooperative for no consideration. From the Cooperative’s perspective, this will be valued from future financial returns within Soul International Cooperative and its member organizations. For this future valuation, a “Valuation Regulations” has been agreed with a formula attached to this Memorandum of Association for the sake of openness and transparency. Should it become apparent that an adjustment or early termination of the formula is desirable, the Cooperative’s members Assembly may decide to do so on the proposal of the Board and with the prior approval of the guardian meeting.
- Meaningful Projects. The third component operates on the basis of
generosity and charity. As the Cooperative’s community continues to
develop, it is also important to share this progress with others who have a
need for it. The Cooperative may decide to financially support meaningful initiatives and projects that are in line with the Cooperative’s purpose and values. Examples include scholarships, projects that promote unity and understanding, or otherwise. No reciprocity is intended between the donation and what the community receives in return.
Gaining practical experiences.
The original statutes of January 2020 were deliberately drafted very concisely,
following the model of the ‘flash cooperative’. The underlying vision of this was that a transition period of around two to three years was needed to work out the foundations of the cooperative structure and embed it through an amendment to the articles of association. In addition, practical work within a cooperative structure gradually developed and sharpened our thinking. These experiences led to new insights regarding ways of working together, membership, the functioning of the board, the development of our knowledge ecosystem, and the need for new institutions.
During the COVID-19 pandemic.
Immediately after the formation of the cooperative, the global COVID-19 pandemic began. The lockdowns and restrictions accelerated our transition to online training and accompaniment. We started using new online programs and also automated many support processes. This transition to online also allowed us to involve more people from different countries. In addition, when possible, training and accompaniment projects also continued on-site. We have become a hybrid organization where activities are held both physically and online.
Stimulated by growth.
During the transition period, a number of people became “members” of the cooperative. In fact, these were prospective members of the cooperative. We have also seen that many different people are attracted to the soul.com philosophy and want to be actively involved in the learning process. Moreover, some also want to be active in a professional (work) sense, for example by facilitating the cooperative’s training and programs and thus (gradually) generate an income. To meet these different needs, two types of memberships have been developed: “membership of belonging” and “membership of community builders”.
The application broadened.
Partly due to the influx of the number of (prospective) members, learning about community building was not limited to just businesses. Learning was also taking place in other sectors, such as schools and universities, government, and non-profit organizations. In addition, community building capacities proved to be a refreshing contribution to issues of diversity and inclusiveness, leading to the development of new materials on the subject. As a result, we now distinguish several areas of learning about community building: businesses, schools and universities, social action, and individuals.
And we are learning together.
The cooperative was founded with the aspiration that it will exist for several
generations and can contribute to solving the needs of the world. The cooperative is not just a means of offering its programs to “external” parties, but it is essentially a learning community of people who want to learn about community building in practice and apply it in different contexts. The members of the cooperative are people who see the need to make the world work for 100% of humanity and recognize the importance of community building to accelerate the necessary transitions in the world. Moreover, the participants also applied the insights of community building in their personal lives, such as in their relationships, family, or neighborhood, and of course within the cooperative itself. The cooperative therefore became a real living
laboratory where all experiences and insights were directly applied to ourselves, reflected in our own thinking and actions. The cooperative learns to become a community itself where people work in unity of action and serve together.
About our commons.
The process of learning about community building is about
- applying in practice the principles of our conceptual framework,
- sharing new experiences and insights, and then
- spreading them systematically.
Knowledge about community building is therefore the lifeblood of the cooperative. Just like a natural ecosystem, such as a forest or pond that provides food and resources to the community, there is also a knowledge ecosystem that allows the cooperative to grow and develop. It is our “shared resources”, our “commons” that allows all members to develop and learn.
When we speak of our “commons” we mean the following in particular:
- the conceptual framework of soul.com where the basic principles, concepts, methodologies, models and beliefs are described and substantiated;
- the experience the community has gained over the years in applying the
conceptual framework in practice;
- the educational materials that translate the conceptual framework and
experience into practical and systematic (training) programs;
- the properties created through the diversity of relationships; such as
friendship, mutual aid and support, and the pursuit of collective well-being;
- the shared administrative and financial systems that make mutual support and cooperation possible.
By creating institutions.
Like a natural ecosystem, each member of the community has a responsibility to care for the “commons.” Members do this by applying the knowledge they have gained in practice, gaining new experiences and sharing them with other members during moments of reflection. However, the development and protection of the “commons” also requires systems and coordination to continue to ensure consistency, coherence and integrity. During the transition period, the board of Soul International Cooperative took care of this by designing processes for the systematic development of materials,
accompanying people, and facilitating administrative matters. However, it has
become clear that such tasks and functions cannot all remain with the board itself because of the attention and focus they require. Some tasks need to be formalized by creating institutions that can focus entirely on this. With this amendment of the statutes the following two institutions are now established:
A Soul Resource Centre.
This institution is responsible for documenting and facilitating the learning process. This includes bringing together the accumulated experience of members, developing new materials and managing existing materials, research, and training and accompanying members in the programs of the cooperative.
A Soul Integrity Council.
This institution is responsible for protecting the cooperative and resolving disputes. They oversee the integrity of the cooperative in accordance with these statutes and preamble. They also oversee the coherence and integrity of the cooperative’s work.
And further development of the Board
With the establishment of the Soul Resource Centre en de Soul Integrity Council, the Board will be able to focus more on the steady growth and further development of the cooperative. It is important that the board always has a long-term vision in making decisions with the aim that the cooperative continues to exist for generations and can continue to learn. In doing so, the board is given the following assignments:
- Protect integrity of the work of the cooperative
- Promote collaboration and coherence among institutions
- Develop an efficient “community support office”
- Communication with the community
- Financial health of the cooperative
- Composition and election of the board
And an amendment to the articles of association
With the above insights and experiences, the anticipated statutes change can now take place. However, the “learning attitude” that has been central in the previous period will continue to be a vital part of the Cooperative. Individuals and organizations that showed and sustained their interest in membership during the past two years will be granted it soon after this amendment of the Articles of Association.
In these statutes, the following terms, when used with a capital letter, shall have the following meanings:
In Writing: Wherever these statutes mention “in Writing”, this means, unless the context explicitly limits or excludes it, a text that is made available in writing by mail, e-mail or any other appropriate electronic means in such a way that this text is legible, reproducible in writing and electronically stored, and in which both sender and recipient can be personally identified.
Articles of Association
1. Name and Seat
1.1 Name. The cooperative bears the name: Soul International Cooperative U.A. (hereinafter to be referred to as: the Cooperative).
1.2 Seat. The Cooperative has its seat in Rotterdam.
2. Purpose and activities
2.1 Purpose. The purpose of the Cooperative as described in the Preamble is to inspire, train and accompany millions of people so that they contribute to a world that works for one hundred percent (100%) of humanity. The Cooperative focuses on capacity building that promotes unity and cooperation among people.
2.2 Activities. The Cooperative seeks to achieve its purpose by, but not limited to:
A. Applying knowledge and insights in practice, under the supervision of the
Soul Resource Centre;
B. Generating knowledge and insights based on experience gained in practice
and consulting other sources of knowledge, under the supervision of the
Soul Resource Centre.
a. The (further) development and provision of learning materials
b. The development and continuation of training and programs
c. The (further) development of accompaniment programs
C. Sharing knowledge and experience inside and outside the cooperative, by
contributing to social discourses
D. Entering into collaborations with other participants of society, aimed at the
purpose of the cooperative
E. Inviting and welcoming new members
F. Promoting unity within the cooperative by applying all the knowledge and
insights gained and by making interventions to promote internal cooperative
G. Build capacity of the members and institutions within the cooperative
H. Ensuring the financial health of the cooperative. The activities required for
a. responsibility over execution of the budget, in compliance with the
agreements made in this regard
b. adjusting the budget as soon as there is reason to do so by
submitting proposals to the members’ meeting
c. periodically submitting financial reports
d. Presenting the proposal for the new budget for the following year, no later than in October;
I. Managing the solidarity fund
J. Refine the administrative and financial systems to properly support the work
of expansion and consolidation of the Cooperative and its community
K. Keep the focus of the community on the demands of the purpose and call
the ever-expanding circle of people to ever-higher levels of unity
L. To create, mandate and direct committees
M. Protecting the soul of the cooperative by ensuring consistency and
N. Further, any other lawful means conducive to the realization of its objective.
2.3 Agreements. For the realization of its objective, the Cooperative enters into agreements with its members in the business it conducts for its members. It may also enter into agreements with third parties as long as they do not become dominant in relation to the agreements with its members.
2.4. The ‘volition’, values and design criteria of the Cooperative, are described in the Preamble sub 9 to 11.
3.1 Membership. Members may be:
A. Natural persons anywhere in the world, including unincorporated
partnerships anywhere in the world;
B. Legal entities located anywhere in the world;
3.2 Membership categories. The Cooperative has ordinary members and special members without voting rights. At the proposal of the Board and with the consent of the General Assembly, separate categories within both forms of membership may be established in the by-laws, each with their own rights and obligations. The Board may also enter into agreements with third parties which do not (yet) have the character of membership and which may be converted into formal membership.
3.3 Application for membership. New members shall join by means of an
onboarding process to be determined by by-laws, showing the method of application and timelines for joining.
3.4 Commitment to the Soul. By applying for membership, each member commits for the full term of their membership to the Soul of the community as expressed in the Preamble (8-11) under purpose, values, volition, design criteria.
3.5 Membership Register. The Board shall maintain a register of members which shall be available for inspection by members. The details of this register are described in the By-Laws. The Cooperative complies with the General Data
3.6 Transfer. Membership is personal and therefore not transferable.
3.7 Termination. Membership shall terminate:
A. if the member no longer meets the requirements set forth in Article 3,
B. as far as natural persons are concerned through death; as far as a legal
person is concerned, when it ceases to exist through dissolution, legal
merger or demerger or in any other way; and as far as a combination is
concerned, through its dissolution if no application for continuation is made
within three months thereafter
C. by termination, whenever during the year and giving three months’ notice
D. by disqualification.
The specific procedures for each are set forth in the by-laws and should correspond to the provisions of the law.
Rights and obligations of members
4.1 Rights and obligations.
A. The Cooperative shall establish, for each of the category of members
referred to in Article 3, paragraph 2, the agreement referred to in Article 2,
paragraph 3, pursuant to which the Cooperative and the members shall
maintain a relationship. The agreement may be provided with one or more
regulations and annexes, in which subjects of the agreement are further
elaborated. These regulations and annexes shall form part of the
B. The Cooperative may make amendments to the agreements concluded with
its members and the regulations and annexes forming part thereof.
C. The Cooperative shall determine the mutual rights and obligations under
agreements to be concluded with its members, without prejudice to the
rights and obligations under these Articles of Association.
D. The Board shall decide on the contracts to be concluded with members and
on amendments thereto. Such decisions shall require the prior approval of
the General Meeting of Members.
4.2 Cooperative development. Members shall be required to perform work outside of the Cooperative’s externally funded projects in the interest of the Cooperative’s development. This will be determined by regulation.
4.3 Remuneration. The By-Laws shall describe the principles for financial
compensation for the work of members, directors, or any third parties.
Funds of the Cooperative
5.1 Monies. The Cooperative’s cash resources shall consist of, among other things:
A. commissions and sales remittances
B. special levies
C. member certificates or member participations
D. member loans;
E. other acquisitions, including gifts, inheritances and bequests.
The specific procedures for each are included in the By-Laws and must always
comply with the Financial Supervision Act.
Liability and Settlement.
6.1 Excluded Liability. Members shall not be liable for the Cooperative’s obligations. Any obligation of members or former members to contribute to a deficit in the liquidation of the cooperative is excluded.
6.2 Remittance. The Cooperative shall be authorized to set off amounts due and payable to a Member or former Member against any other amounts outstanding with the Cooperative.
6.3 Disbursement. The Cooperative shall be entitled, upon termination of
membership, not to pay all amounts due until the financial statements for the fiscal year have been adopted.
7.1 Composition. The Cooperative shall be governed by a Board consisting of a number of at least two (2) members to be determined by the general membership meeting. Each director is a member of the Cooperative or is listed in the members’ register as a representative of a member combination or legal entity towards the Cooperative. Only natural persons can be directors.
7.2 Duties. The duties of the Board include managing the Cooperative within the limits of the objective stated in article 2, section 1, and with due observance of (i) the other principles referred to and mentioned in article 2, and (ii) the explicit instructions of the General Meeting to the Board in writing. The Board may appoint, suspend, and dismiss personnel of the institutions under its jurisdiction, as described in the Internal Regulations. The Board shall determine the terms and conditions of employment of the staff, including a collective employees agreement when one is declared applicable.
7.3 Officers. The Board shall elect from among its members a President, a
Secretary, a Treasurer, and such other officers as it deems necessary for its desired operation. The Chairperson may not also be the Treasurer. The Board may be assisted by one or more member committees and/or advisors. The Secretary of the Cooperative shall be in charge of the secretariat of the Board and of the General Assembly.
7.4 Term. Each director shall serve for a term of two (2) years from this date
onwards. The board shall draw up a resignation schedule linked to a board
development plan. A change in the schedule of resignations may not cause a sitting director to resign against his will before the term for which he was appointed has expired. Retiring directors may be re-elected immediately, but only after evaluation. No individual director may serve for more than twelve (12) consecutive years.
7.5 Meeting and Decision-Making. Each director shall be entitled to cast one vote at the meeting. The Board shall meet and decide in the manner provided by rules and regulations. The board may also meet electronically and adopt resolutions outside a meeting using an electronic medium, provided that none of the board members objects, all members can be identified, can participate directly in the proceedings, and all members of the board can express their views on the proposal concerned. Minutes must be taken of decisions taken at electronic meetings or outside the meeting and must be approved at the next meeting.
7.6 Absence. In the event of the absence or inability to act of one or more managing directors, the remaining managing directors or the only remaining managing director shall temporarily be in charge of the entire management. In the event that all managing directors are absent or unable to act, a person to be appointed for that purpose by the general meeting for an indefinite period of time shall temporarily be in charge of the management. Inability to act shall in any case be understood to mean suspension and the case in which, for whatever reason, no contact can be obtained with a director for a continuous period of at least seventy-two hours by the Cooperative, a fellow director or a member, on the understanding that the general meeting may decide that a different period shall apply.
7.7 Power of Representation. The Cooperative is represented by the Board or by two directors acting jointly. A director shall not participate in the deliberations and decision-making if he has a direct or indirect personal interest that conflicts with the interest of the Cooperative and the enterprise or organization affiliated with it. If as a result no board decision can be taken, the decision will be taken by the general meeting.
7.8 Board Liability. The Cooperative may take out insurance for the managerial liability of its director(s). The General Meeting of Members may decide to limit the liability of members of the Board by members or former members of the Cooperative to the amount for which directors’ liability insurance has been taken out.
General Assembly Meeting.
8.1 Frequency. General Assembly Meetings shall be called with a minimum of one (1) meeting per year, or as often as the Board deems necessary. The procedures for the General Assembly are laid down in the Internal Regulations and contain at least that which is provided by law.
8.2 Meeting and decision-making. The General Assembly shall be convened with a notice period of at least seven days. The General Assembly may meet offline or online. At a meeting at which all members are present, resolutions may be adopted, on a proposal from the Board, even without observing this period and provided none of the members opposes it. Resolutions relating to Article 14 (Amendments to the Articles of Association) and Article 16 (Dissolution) are excluded from this. The general meeting shall meet and decide in the manner laid down in the rules of procedure but always within the limits of the law.
8.3 Language. The language of the General Assembly Meeting and its minutes shall be English unless the meeting decides otherwise.
8.4 Voting Rights. Each member who is independently competent is entitled to cast one vote at the general membership meeting. Rules and regulations may further distinguish between the right to vote. Special members, including prospective members, shall have the right to speak but not to vote at the general meeting of members. Blank votes and invalid votes are considered not to have been cast.
Members can also cast their votes in writing or by electronic means of communication, provided that such member can be identified, can directly take note of the proceedings at the meeting and can exercise the right to vote. Votes may also be cast prior to the meeting.
Financial year, annual report and annual accounts
9.1 Financial Year. The financial year of the Cooperative is equal to the calendar year.
9.2 Annual Accounts. Annually, within six (6) months after the end of the financial year, unless this period is extended by a maximum of four (4) months by the General Meeting on the grounds of special circumstances, the Board shall prepare the
financial statements, which shall be submitted to the General Meeting for adoption, including the Board’s proposal for the allocation of the result. The annual accounts shall be accompanied by the statement of the auditor, if such a statement is required by law or in other cases by a cash control committee or bookkeeper, by the annual report and by other data as applicable. If such a statement is lacking, the annual accounts may nevertheless be adopted, provided that the absence of that statement and the reasons for it are stated. The annual accounts will be signed by all directors.
9.3 Result. The Cooperative does not have an independent profit motive. Any annual result is credited to the Cooperative’s reserves for the purpose of further pursuing the Cooperative’s objective. The General Meeting may, on the proposal of the Board, decide to distribute (part of) the result to the Solidarity Fund or to (specific categories of) members in proportion to the most appropriate member performance to be determined by regulations.
9.4 Deficit. A deficit may be offset against the reserves prescribed by law only to the extent permitted by law.
10.1 Regulations. The Board is authorized to establish and amend other regulations in addition to the By-Laws and is obligated to do so if so provided by these Bylaws. Adoption and amendment of the by-laws shall require the approval of the General Meeting. The General Meeting of Members may subject the adoption and amendment of other regulations to its approval if the Board has been notified of this in writing. The Board shall notify the General Meeting in Writing of the adoption of each new regulation in advance and shall also inform it of any amendments.
10.2 Provisions. Provisions in the rules that are contrary to these Articles of Association shall be null and void.
11. 1 Functions. The Cooperative has a solidarity fund in order to do justice to the allocation of various proceeds in accordance with the regulations solidarity fund which, having heard the members’ meeting, is established by the board with the approval of the guardian meeting, in line with what has been determined in the preamble and building on the valuation regulations.
Soul Resource Centre
12.1 Functions. The functions of the Soul Resource Centre concern the documentation and facilitation of the learning process as described in the preamble. Its specific duties and functions will be further defined by regulations. The institution shall consist of members appointed by the Board.
Soul Integrity Council
13.1 Functions. The functions of the Soul Integrity Council concern the protection of the Cooperative and the resolution of disputes and are further described in the Preamble. The Board appoints the members of the Council, with the approval of the guardian assembly. The specific duties and mandate shall be determined by regulations. When the Council is not appointed, the Board shall perform these functions.
13.2 Disputes. The Board, the General Assembly and individual members can submit matters to the Soul Integrity Council. The Council gives its advice to the person or body who brings a case, and if necessary to the person(s) concerned by the case, according to the Council’s estimation. If the Council’s advice gives rise to a dispute, the General Assembly shall decide.
Amendment of the articles of association
14.1 Amendment. Amendments to these bylaws can only be decided at a general membership meeting. The specific procedures and majority requirements are laid down in the by-laws and in any case in accordance with the law.
14.2 Protection objective. Amendments to Article 2 (Purpose and Activities) and this Article 14, as well as Article 11 (Solidarity Fund), Article 12 (Soul Resource Centre), Article 13 (Soul Integrity Council), and 15 (Guardian Share) can only be decided upon after prior approval by the Guardian Meeting as referred to in Article 15.
14.3 Reflection. A reflection on the Articles of Association shall take place at least every five years.
14.4 Expiration. Each member of the Board is authorized to execute the notarial deed required for the amendment of the Articles of Association.
15.1 Rights. The holder(s) of the Guardian Share (hereinafter referred to as the Guardian) shall have the right to supervise the purpose and objectives of the Cooperative. It does not constitute the Board of Supervisors as intended by law. Prior approval of the Guardian, or if more than one person, the meeting of the Guardians, is required for decision making with respect to
A. Article 2 (objective and activities);
B. Article 11 (the solidarity fund);
C. Article 12 (the Soul Resource Centre);
D. Article 13 (the Soul Integrity Council);
E. Article 15 (the Guardian share);
F. Article 16 (dissolution and liquidation);
G. Article 14 (amendment of the articles of association) only insofar as it relates to amendments to the articles referred to in this paragraph.
15.2 Perspective. In the consideration by the guardian meeting to grant the approval referred to in paragraph 1 of this article, the consequences of the intended decision are evaluated from the perspective of: the aim, purpose and continuity of the Cooperative and its (intended) activities , and the interest of the members of the Cooperative. The guardian reports its judgment In Writing and with reasons.
15.3 Composition. The guardian share is granted in the Cooperative’s deed of incorporation. The board keeps a register of the holders of the guardian share. The guardian share is set in one’s testament and otherwise transferable by the remaining guardian to the remaining members of the founding board in the event of death or incapacity. If the Cooperative no longer has guardians, the articles as referred to in paragraph 1 can no longer be changed.
Dissolution and Liquidation
16.1 Merger. A decision on a proposal for merger or far-reaching cooperation with a third party, such that it affects the independent character and/or identity of the Cooperative, requires the same procedure as an amendment to the articles of association (see paragraph 1 of Article 14).
16.2 Dissolution. The Cooperative shall be dissolved:
A. by a resolution to that effect of the general meeting of members to which all members have been invited
B. by its insolvency, after it has been declared bankrupt, or by the dissolution of the bankruptcy due to the condition of the estate
C. by the court in the cases determined by the law
D. by the complete absence of members or upon reaching a minimum number of members as may be determined by regulations.
E. In the case referred to under a, the Board is charged with the liquidation of the Cooperative’s estate. The provisions of paragraph 1 of Article 14 shall apply mutatis mutandis to a resolution to dissolve the Cooperative.
16.3 Liquidation. What remains of the Cooperative’s assets after all debts have been satisfied shall be paid out to the Solidarity Fund and among the members in proportion to the members’ performance as referred to in Article 9, paragraph 3, during the past three years prior to the resolution to dissolve the Cooperative, according to a resolution of the General Meeting of Members, at the Board’s
proposal. After the liquidation, the books and records of the Cooperative will remain in the custody of the person designated for that purpose by the general meeting of members during the legally applicable period.