Since the purpose of the regulations is to ensure that we live well together, they are based oń on cooperative values:
1. Free and voluntary membership.
2. Democratic power exercised by the members.
3. Economic participation of members.
4. Autonomy and independence.
5. Education, training and information.
6. Cooperation between cooperatives.
7. Commitment to the community.
In order to best meet this desiréthe coopégovernance without being subservient to it.
2.1. Members - Cooperators
Persons subscribing to one of the classes of shares accept the articles of association of the coopéits purpose and aim.é its charter, its Rèof the Internal Regulations.́s and theécisions validly taken by its structuring bodies.
Moreover, depending on the share classes subscribed to, the rights and duties inherent to these classes are different. The membership and exclusion of a member according to his share class can thus only be done according to the cooptation and de-cooptation modalities described in his share class (see Art. 5c of the statutes)
2.1.1. Role and responsibilities of cooperators
The participation of the cooperativeséis central to the model that has been implemented. The tasks and activities of theés liés à Naturia's corporate purpose are entrustedéto the cooperatives, among others.éThe cooperative is responsible for the payment of the expenses of the owners, who assume them, if necessary, according to the agreement that they have established with the cooperative. All members of the cooperative are committed to keeping abreast of the documents made available and to reading all documents that allow them to give an informed opinion.
The defined exploratory fields (economic, ecological, socio-cultural) are the places where ideas and projects are welcomed, either in the sense of a call from Naturia to the outside world, or in the sense of a proposal from the outside world to Naturia.
In addition to the daily recurring tasks, the participatory management of the coopérative s'étends tò all areas, from financial management tò the organization of events, the design of the space and thè the réflexion on the structure and internal relations of the cooperativeérative.
Everyone is invited́ à to put his skillséand motivation to serve the cooperativeéby getting involved on an ad hoc or permanent basis.́gulièin one or more areas according to the needs expressed by theéby the poles and according to its means and the means of the cooperative
All co-opsés who are responsible for the development of theéof the project are invested in à of their means and capacities.és and are committed tò réto achieve what they set out to doés.
Managing the investment of co-op timeéThe procedure for the selection of the sponsors and their financial recognition is governed by section 2.1.2.
In line with our values of encounter and cooperation, we also offer two key annual moments in the life of the cooperative:
* the last WK of October where all members (cooperators and sympathizers) are invited to participate in the Assises de Naturia
- a week of participatory work before the Easter vacations
2.1.2 Investment of time and financial recognition
Naturia is a campground whose economic activity underlies the exploratory fields and where the exploratory fields underlie the economic activity of camping.
The economic activity of the campsite:
In order to support the economic activity of the campsite, a series of functions are necessary. The definition of these functions is linked to the strategic orientations as defined by the OA (and if necessary by the GA) and the human needs related to the realization of the economic activity.
These require a clear and predictable financial recognition for the people who, by virtue of their function, have to be on the spot on a daily basis and actively work on the organization of the cooperative and its activities as well as on its development.
Currently, we are identifying:
- the management function paid at 250 Euros/day excluding VAT on invoice and whose tasks are defined by the OA
- The administration and management functions of the cooperative (hereafter recognition of the work of the founders)
- Operational functions related to the upkeep and maintenance of the site;
- reception and service functions.
Economic activity in the exploratory fields:
We propose to set up an hour counter for the investment of time and its financial recognition within the exploratory fields. This will serve as a basis for the redistribution of financial margins generated by the activities that will be allocated to remuneration. .
The recognition of the work of the founders and the people who contributed or have contributed significantly to the establishment of the cooperative is currently being studied with the Fébécoop. This recognition will be the subject of a specific annex.
2.1.3. Types of share classes and cooperators
Each approved cooperator becomes a co-owner of the Naturia cooperative, has a seat at the General Assembly and thus decides on the organization and general orientation of the cooperative while adhering to the raison d'être as defined by the guarantors, the sole holders of the A share class.
He/she may be appointed to all governance bodies as defined in this ROI.
The cooperators are divided into share classes according to their desired degree of involvement and effective in the life of the cooperative.
The co-option of cooperators and their participation is discussed in the OA, which presents the candidacies electronically to the cooperators concerned in order to collect their possible opinions.
The members of each category come together in a'a specific college. Because of the different relationships established towards the cooperative by each college - A, guarantors; B, actively involved; C, supportive and supportive - it is important to give them their own voice. C'is as well as, during'a General Assembly, s'the amendment of the articles of association or the purpose of the cooperative, the'The Assembly can only validly deliberate if at least half (1/2) of all the cooperators of each category are present or represented and if'an absolute majority is obtained in each college (see art. 18 of the statutes).
2.1.4 Breakdown of financial margins
We are incorporated as a cooperative and social enterprise. The cooperatives approved in this sense are committed to reinvest in the cooperative as a priority (art. 24 of the statutes).
This investment must nourish the cooperative's operations, both in terms of consolidating the balance sheet and maintaining the site's infrastructure and the development of transition projects and practices.
We are also attentive to the investments of the cooperators, in particular in periods when the margins are reduced and do not allow sufficient financial recognition. We keep an up-to-date 'book of hours' (see appendix) which lists as much as possible the time given to the organization and the development of the cooperative by each one. This book is regularly compared with the available financial margins in order to remunerate, sooner or later, the investments of each one and thus avoid the rise of bitterness likely to damage the transition. This particular accounting system also allows for the necessary time for the development of the projects by avoiding rushing them into the need for short-term profits. It is kept by the OA and is presented each year to the General Assembly which approves it.
The distribution of dividends for each cooperative member is legally limited to a maximum of 6%, in compliance with the double solvency and liquidity test.
The company code provides for the obligation of a double test (net asset test and liquidity test) in order to be able to make distributions (dividends,...) to the shareholders of a cooperative society, but also in case of a request for reimbursement of shares. According to this test, no repayment of shares or dividends can be made if the solvency of the enterprise would be compromised as a result of this repayment or distribution, or if the cooperative society would no longer be able to meet its payments for a period of twelve months.
2.1.5 Rebates and benefits
Each cooperator benefits from a permanent discount of about 10% on Naturia's services (housing and activities). Depending on the number of shares brought in, the pricing policy can also be adapted in light of the annual results.
The locations of the cooperative and their habitats are made available to the cooperators free of charge (subject to availability):
- the last WK of October during the Naturia meeting
- during the participative workcamp before the Easter vacations2.2. General Assembly (GA)
Articles 15, 16, 17 and 18 of the bylaws define the outline.
The GA is the sovereign body of the cooperative and is composed of all cooperators.
The GA is a préby the president of thés President'OA.
It is the responsibility of the'OA of s'ensure that the'AG is held in accordance with the provisions indicated by the law and regulations.
In this capacity, it is responsible for verifying that a quorum is present, that the'It is the responsibility of the Board of Directors to ensure that the agenda is respected, that the cooperators freely exercise their right to participate in the debate and their right to vote. It is also responsible for certifying the'accuracy of the attendance sheet and of the'ensure that'a PV of the'Assembly be drafted.
2.2.2. Organization of the'Assembly
L'AG is convened by the'OA by e-mail at least fifteen days before the date of the meeting. The notice of meeting shall state the items on the agenda and, as far as possible, the documents necessary to form an opinion on the decisions made by thè take.
The AGM may not deliberatéThe meetings can only be held on the items on the agenda or proposed and accepted by a simple majority of the members present or represented, except in cases of emergency.'emergency duly justified in the minutes of the'AG.
The deliberations and votes of the GA are recorded in minutes drawn up by a secretary appointed for the meeting and signed by the president and by any member who so requests.
The minutes are available to all cooperators at the Naturia headquarters. Copies are available froḿdelivered to third parties are signed by two directors with power of representation.
L'The GA meets as often as necessary to allow a dynamic and a follow-up of the project integrating a strong collective dimension.
However, there is at least one annual meeting within six months of the closing of the annual accounts. At Naturia, this is scheduled for the second Monday in June.
The General Meeting has the sole right to make changes to the articles of association, to appoint the directors and auditors, to dismiss them and to discharge them from their duties, and to approve the annual accounts.
2.2.3. Composition of the'agenda
In addition to the mandatory items of the'Annual General Meeting, the'The agenda is set by the'OA taking into account the discussion points transmitted.
2.2.4. Decisions à l'General Assembly
All cooperators are members of the'AG.
Before any decision is made, sufficient information is provided to thè All members are welcome to ask questions of clarification before the meeting.'Assembly to the President.
The preferred method of decision is by consent. However, if the decision cannot be deferred and'after several attempts, one or more of the objections expressed cannot be resolved, the'The Assembly can resort to voting by absolute majority: more than half of the votes cast (50% +1 vote). Except for the exceptions foreseen by the statutes and the law, the decisions of the General Assembly are taken by an absolute majority of the votes present or represented. When these decisions concern the modification of the present statutes or the aims of the cooperative, the absolute majority must be obtained in each college representing the categories of shares.
When the decision concerns the'allocation of'a function or'a mandate to a person, the privileged modéelection without a candidate. The person chosen has the right not to accept the mandate that the'AG wants to entrust him.
The GA is the controlling body and has the powers expressly granted to it by the law and the statutes. The GA has the sole right to approve the annual accounts, the provisional budget, to allocate the result, to make changes to the articles of association, to appoint the directors and auditors, to dismiss them, to accept their resignation and to discharge the directors.
For decision making, the'The Assembly is competent for all matters having an impact on the'overall project :
- arbitration on issues impacting the project as a whole;
- the validation of documents that can be used against third parties: ROI, charter, statutes... ;
- appointment of directors...
2.3 Administrative Body (AB)
In case we have enough forces, we would like to consider that the Board of Directors be composed of a minimum of 5 directors, cooperators or not.
At least one director would be elected upon presentation of the category A cooperators. At least one director would be elected upon presentation of the category B cooperators. At least one director would be elected upon presentation of the category C cooperators.
Directors may be chosen from other categories than the one presented. They may also be chosen from outside the present category.
Art. 12 of the statutes outlines its perimeter.
The AO is theéAlso mandatory.
It is responsible foré to ensure à the pérennité and à complianceé legal and fiscal of the coopérative, he is its representativeésenting toès of third parties.
The Naturia AO ideally consists of at least 4 directors appointed by the GA for 3 years. It elects from among its members, as needed, at least 3 managing directors to the Coordinating Body (CB) for 3 years. At least one director who is not a managing director is required. At a minimum, the FO appoints an incubator and a planner from among the administrators to take specific responsibility for welcoming cooperators.
In addition, in the future, it may appoint other managing directors who will constitute the CO (Coordinating Body):
- Delegate to the ecological pole
- Delegate to the economic pole
- Delegate to the social pole
- Delegate to the cultural pole
- Delegated to the daily management: the manager
The OA iséunit as often as the intérêt of the coopérative requires it. It must êto be convenedé if requested by an administrator.
The mode of décision privilegedégié is theédecision by consent. However, if theécision cannot be postponedée and that afterèAfter several attempts, one or more objections were expressedécan't be êbe liftedés, the AO may resort to voting.
When theécision concerns the attribution of an office or a mandate à a person, the preferred mode isé is theélection without a candidate. The person selected has the right not to accept the mandate that the AO wants to give him/her.
Where a director has a conflict of interest, the director shall be responsible forérêthe other directors and may not take part in any other activities. à the décision.
When the FO uses à a vote, it is only valid if at least half of the directors are present. The proposal must receive an absolute majority (50% of votes + 1).
Unanimous consent decisions can be made by écrit.
As needed, regular feedback is provided to all cooperators on the major projects underway at'OA by the chairperson and accessible on google drive.
The AO is the organ of the cooperative which is invested collegially with the most extensive powers to make all the acts of management coming within the framework of the social object, except those which the law and the statutes reserve to the GA.
Two directors acting jointly represent the cooperative validly for all acts that go beyond the daily management.
The Board of Directors shall draw up draft internal regulations and submit them to the General Assembly in accordance with the provisions of these Articles of Association.
The OA has the ability to form permanent or interim groups on specific topics.
The Board of Directors determines the emoluments attached to the delegations it grants. If the persons to whom the Board of Directors grants delegations are members of the Board of Directors, the remuneration of these persons is determined by the General Assembly of Cooperators. The remuneration of directors may only consist of a limited indemnity or limited attendance fees and may not consist of a share in the profits of the company (art. 12g of the articles of association).
It appoints the Coordinating Body (CB).
2.4. The Coordinating Body
The CO is a place of articulation between the strategic visions emanating from the OA and the realities of the field and the projects as well as the operational decisions that result from them. The members of the Coordination Body are the guarantors of the coordination between the different poles and the different projects. They carry the energy of the OA and the resulting strategic decisions and the energy of the working groups and the resulting operational decisions.
It is composed of the managing directors of the different poles as defined by the OA as well as one representative of the working circles per pole.
The AO may invite an additional personéto facilitate the settlement of theéunion or invite one or the other key resource personé for éclarify either point à the agenda (this person does not take part in the discussions).écisions).
2.5.2 Organization of the Coordinating Body
As a hub, the CB adopts a more proactive approach.ésynchronisé in order to quickly distribute what is notéThis does not require arbitration or consultation. For the more complex points and the circulation of information, it is necessary to have a clear understanding of the issues.éunite on a regular basis.
The agenda is as followséalisé of manièand is validated by theé inégoal of réunion. The privileged modeégié of taking a decision.écision is the dédecision by consent.
The CB is compétent for :
- maintain a transversal and plural view of the projects in progress, the major étapes, of their enchaînement ;
- organize interactions between poles and between working circles;
- Follow up on the development of theécisions made by the OA and validated at the GA (opéstreamlining, distribution if ownership is unclear);
- report via the OA à the GA, when it is néof blockages or questions, emergences and ideas leading to the creation of new ideas.és alement one or more proposals for a regulation.ésolution or avenue of exploration;
2.5. The poles - the working circles
Any person who wishes to be involved in the participative management of the cooperative can be a member of one or more poles in which the projects proposed by cooperators or proposed by the OA are included.
Eventually, a cluster coordinator is appointed to represent the projects in a cluster. He or she is appointed to the AO.
2.5.1. Skills and framework
The poles and the working circles that are set up are places for preparation, positioning, experience sharing, member involvement and decision making in relation to a project.
Each working circle follows a framework defined by the CBO. This framework includes the overall theme of action (e.g., Food) and the overall purpose or rationale (e.g., Building a network of local distributors).
The framework defines areas of responsibility for which the working circle is accountable and will need to be consulted for any adaptations (e.g. habitat construction).
The purpose is specified by expected actions or projects (e.g. setting up a common place) and a time schedule (e.g. For such and such a date). It can also be recurring responsibilities (e.g. monthly newsletter).
The circle proposes a provisional annual budget to be approved by the OA. This budget, evaluated according to the needs and possibilities of the cooperative (see point 2.5.3), will be made available for the achievement of these objectives, each circle will be responsible for the realization of the budget in the respect of the previously fixed objectives.
Within this framework, the circle is competent and autonomous.
For decisions that would have an impact on other circles, these circles must be consulted and be able to react on a proposal. If the impact on other circles is unknown, the issue is escalated to the CO to clarify who can make the decision, adapting the framework of one or more circles if necessary.
The definition of the circles and their frameworks will potentially evolve at each CBO meeting.
2.5.2. Internal operation
Each working circle is responsible for its own governance (subject to validation by the OA) and establishes its own internal functioning while preserving Naturia's values.
It must ensure that it keeps records of decisions and actions taken and of the monitoring of any periodic indicators.
Minutes will be taken at each meeting. It will indicate the people present, the operational follow-ups, the proposed decisions and discussion points to be submitted by the pole delegate tò the CB.
These minutes are available in the folders of each work circle.
2.5.3. Financial management
Each Working Circle or project wishing to make expenditures proposes a budget tò the AO who sees the feasibility of it in agreement with the AO and with the budget voted in GA.
2.6 Council of Lights
Art. 14 of the statutes underlies this council of lights.
The Council of Lights is the other body ofésigń directly by the GA.
It is composed of a maximum of 2 cooperators among the members who are not directors and who are not part of the CB or have no other mandate within the cooperative.
They areésignés for 2 years in an uncandidated election.
The Council of Lights determines its internal functioning. Its members can invite themselves to any meeting.éunion of any organ of the cooperativeérative.
In addition to the legal aspect of verifying on behalf of the GA the keeping of the accounts, the Council of Lights is éalso in chargé to audit the congruence ofécisions and actions taken by the coop's governing bodieséand values, and the à the purposeé social.
The cooperators appointed to the Council of Lights, ifébyéor jointly, shall have an unlimited right toé of investigation on all operationsérations of all the coop's bodiesérative. They can consult books, correspondence, procedures, etc.ès-verbaux et généof all the éCo-op's criteriaérative without taking or distributing them.
They can ask any question aboutéclearing.
They can call out to any co-opéor any authority in relation to the à a dédecision or action that does not seem to them to be in line with the values or purpose of theé of the coopérative.
They can be called upon by the cooperators during a conflict and, if necessary, can call upon a supervisor or mediator to support them. Within the framework of conflicts, they put in place a systemic thinking device that takes into account the group dimension of the conflict.
They organize meetings by tension as much as necessary.
They report tò the annual ordinary AGM.
The council of light is inspired by the Societal Committee as defined in other cooperatives.