Social enterprises in the EU
Einde inhoudsopgave
Social enterprises in the EU (IVOR nr. 111) 2018/3.1.3.2:3.1.3.2 Cooperatives with a social purpose in the renewable energy sector – Cooperative Enterprise in Rational Energy (CORE)
Social enterprises in the EU (IVOR nr. 111) 2018/3.1.3.2
3.1.3.2 Cooperatives with a social purpose in the renewable energy sector – Cooperative Enterprise in Rational Energy (CORE)
Documentgegevens:
mr. A. Argyrou, datum 01-02-2018
- Datum
01-02-2018
- Auteur
mr. A. Argyrou
- JCDI
JCDI:ADS590447:1
- Vakgebied(en)
Ondernemingsrecht / Rechtspersonenrecht
Deze functie is alleen te gebruiken als je bent ingelogd.
The number of social enterprises in the Belgian renewable energy sector has recently increased.1 Huybrechts and Mertens justify the emergence of cooperatives and social enterprises in the Belgian renewable energy sector by exhibiting the emergent motivation of consumers to better control the production and the supply of energy with positive effects to the environment and the community.2 Belgian energy social enterprises have been developed to raise awareness con-cerning the necessity to reduce energy consumption, climate change issues, and other current environmental challenges.
The Cooperative Enterprise in Rational Energy (hereafter ‘CORE’) is a cooperative with a social purpose, located in Leuven, Belgium. CORE was incorporated as a cooperative with a social purpose to bridge social entrepreneurship and education with the promotion of technical projects and social awareness for rational energy consumption in society. In its educational programmes, CORE also introduces the values of a cooperative, social entrepreneurship, and of sustainable development to students.
CORE has been operating and executing technical projects since 2012. The projects of CORE are either designed or commissioned by members/shareholders or they are developed by CORE to supply other cooperatives and social enterprises. The managing director of CORE mentions ‘If they [clients] ask us to do projects, we first ask them ‘can you become a shareholder’ (…). We invite them, we don’t force them and it’s also that they might say no (…). If they become a shareholder, the price for the services will be lower’ (Interview with SJ, 16 February 2015). Hence, CORE has promoted the creation and development of technology solutions for rational and sustainable use of energy which can be used by other cooperatives and social enterprises, and by the members/ shareholders of CORE (Interview with SJ, 16 February 2015). In that way, CORE, promotes to its clients and potential stakeholders the idea of social and cooperative entrepreneurship.
CORE is not operated by employees with a typical employment relationship with the organisation. The development of CORE’s projects as well as the operationalisation of the daily business is performed by students-volunteers who attend the ‘Postgraduate Innovative Entrepreneurship Programme’ for engineers at the Katholieke Universiteit in Leuven (hereafter ‘KU Leuven’). Students-volunteers are mainly involved in the execution of the projects in exchange of student credits for the provision of part-time services. Subsequently, CORE’s deliverables are communicated by the involved students-volunteers to the academic world in the form of classes, courses, academic outcome (i.e. student theses), and in student events focused on raising awareness regarding rational and sustainable energy consumption through social entrepreneurship and cooperative membership (Interview with YG and G, 13 November 2014).
CORE is a limited liability cooperative with a social purpose which has adopted three types of shares that correspond to three different types of members (AoA, Article 7). The categories include: (i) Type A shares for CORE’s founders and structural partners, either legal or natural persons; (ii) Type B shares for legal or natural persons. Type B shares are offered to CORE’s clients and other stakeholders, for instance community partners; and (iii) Type C shares for students. Students are only allowed to purchase one share each. Type C shares are offered to (1) students-volunteers who participate in the operationalisation of CORE; (2) any individual who is a student enrolled in an accredited public institution of higher education in Belgium and wishes to participate in CORE’s projects; and (3) student alumni or former CORE volunteers who maintain their share; they constitute a very important part of CORE Type C members/shareholders with the responsibility to promote and communicate the idea of CORE in the business society (Interview with YG and G, 13 November 2014). All the shares of CORE have the same nominal value of €100.
CORE is governed by a board of directors which is composed of 14 members and a general assembly which meets yearly. The board of directors has been appointed to be the organ with the most extensive powers at CORE towards the achievement of the social purpose of the organisation and the management of the daily business. In the board of directors, each type of member/shareholder ought to be represented as follows: (i) a minimum of three directors from the members/shareholders with Type A shares, i.e. founder/structural partners. CORE has appointed four directors to represent Type A members/shareholders; (ii) a maximum of three directors from the members/shareholders with Type B shares, i.e. clients and community. CORE has appointed three directors to represent Type B members/shareholders; and (iii) a maximum of three directors from the members/shareholders with Type C shares, i.e. students-volunteers. CORE has appointed three directors to represent Type C members/shareholders. A total of 10 out of 14 directors are also CORE members/shareholders. Additionally, the board comprises external directors who are not members/shareholders of CORE. This is the case for the managing director, the director of legal support, the director of financial support, and the secretary who is a student with the responsibility to check and control the organisation (Interview with SJ, 16 February 2015). The board of directors is the competent organ to decide on the acceptance, the resignation, and the exclusion/dismissal of members/ shareholders, and on the provision to employees of membership/shareholdership rights (Interview with SJ, 16 February 2015). Each member/shareholder must act in compliance with CORE’s AoA and with the decisions that are taken by the general assembly and the board of directors.
CORE’s general assembly is annually convened with the responsibility to authorise the board of directors to continue activities for the following year. In compliance with the VSO legal requirement, every member/shareholder participates in the voting. The voting power per member/shareholder is however limited to a maximum of 10% of the total voting power of all the shares represented in the general assembly (Interview with SJ, 16 February 2015). The 10% voting cap differs from the democratic rule of ‘one man one vote’ but it results in a better balance and democracy at CORE according to the managing director. He explains:
One of the reasons why we don’t go for one share-one vote, is because Type A and B shareholders are companies, they can only be represented by one person in the general assembly while the students-shareholders in five years or ten years’ time can grow to a group of 200 shareholders. Then, you will have a different balance (Interview with SJ, 16 February 2015).
However, as of today, decisions in the general assembly of CORE have been taken unanimously (Interview with YG, 13 November 2014). The voting power of members/shareholders can be diluted further down to 5% on the occasion of employees-members/shareholders participating in the voting process. However, there are no persons with a traditional employment relationship at CORE.