ReGenerativa

Internal Regulation - Organisation in Holons

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Internal Regulation - Organisation in Holons

ReGenerativa APS - Hubs and Projects under the Association’s fiscal hosting Regolamento Interno adopted by the Board under Art. 12(6) of the Statute and Legislative Decree 117/2017 (CTS) C.F. 92074380442 - Castorano (AP) - Marche

This Regulation is the Statute’s “internal regulation”: the Board-approved instrument that governs, in detail, how the Association articulates itself into holons. It sits between the Statute and the constellation of agreements. It does not restate what the General Terms and Conditions already fix; it names the operational rules that belong to the Association as a body rather than to any signed agreement, and points to the constellation wherever the constellation is the authority.

I. Framework

Art. 1 - Purpose, sources, and hierarchy

1.1 This Regulation governs the internal organisation of ReGenerativa APS into holons, in accordance with the Statute (Art. 12), Legislative Decree 117/2017, and the Association’s registration in the RUNTS.

1.2 The following form an integral part of the Association’s rules and are read together with this Regulation: the constellation of agreements (Ownership, Membership, Stewardship, Mentorship, Sponsorship, Partnership, Intrapreneurship, Eldership); the General Terms and Conditions (“GT”); the Living Governance Resolutions (“LGR”); the Operational Procedures; and the Safeguarding Policy and Code of Conduct.

1.3 Hierarchy. The Statute prevails over everything. Below it, and consistent with GT-11.2: the General Terms and the signed agreements govern the rights and obligations of counterparties; this Regulation governs the Association’s own organisation; the LGR register holds the figures that tune both. Where this Regulation and the General Terms appear to conflict on a matter that a signed agreement covers, the General Terms prevail as between the Association and its counterparty; this Regulation then binds the Association’s organs to act consistently with them.

1.4 Parameters. This Regulation states no figures of its own. Every rate, threshold, and ceiling it relies on is held in the Living Governance Resolutions and cited by LGR number, so that it can be revised by resolution without amending this text.

Art. 2 - Definition of holon

2.1 A holon is an operational unit of the Association - a territorial hub or a thematic project - endowed with decision-making and managerial autonomy within the limits of this Regulation, without separate legal personality, operating within and on behalf of the Association (Statute Art. 12(1)).

2.2 For the purposes of the Unified Fund, the holon types are those listed in GT-4.2: the Association holon; Asset holons (a Hub, land, equipment, a vehicle, or another Asset under Agreement 1); Project holons (Agreement 6); Venture holons (Agreement 7); the Elder Council holon (Agreement 8); and any Cluster or federation formed under GT-4.10.

2.3 Each holon is hosted as a dedicated collective on the Association’s fiscal-hosting platform (GT-1.10, GT-4.1), which is its single infrastructure of collection, accounting, and public transparency.

Art. 3 - Principles

The functioning of holons is guided by:

(a) Subsidiarity - every decision is taken at the level closest to its effect (GT-4.5(a)); (b) Autonomy - holons decide freely within their perimeter (Art. 11); (c) Coherence - every holon operates in a manner compatible with the Association’s mission and the Regenerative Covenant (GT-2); (d) Transparency - decisions, expenses, and agreements are publicly traceable on the fiscal-hosting platform (GT-3, Art. 14); (e) Reciprocity - the Network Regeneration Contribution (GT-4.4(a)) and participation in the Circle of Stewards (Art. 12) balance the infrastructure each holon receives from the network; (f) Cultural continuity - in every Hub, Members in residence always outnumber those passing through; the place’s DNA is held by a stable majority while the Hub remains open to flow (Art. 6); (g) Non-distribution - no flow at any scale is, directly or indirectly, a distribution of profits or assets to any person (Art. 8 CTS; GT-4.5(g)).

II. Life of the Holon

Art. 4 - Establishment

4.1 A holon is established by Board resolution on the proposal of one or more Members. The proposal states:

(a) name and description; (b) purpose and planned activities; (c) initial members; (d) the designated Steward(s) or Referent (Art. 5); (e) the place or Asset, if any, and the Agreement 1 instrument that entrusts it; (f) expected sources of funding; (g) for a Hub: the mission-fit gate of GT-11.9, including regenerative balance from the start (GT-2.7).

4.2 The resolution is followed by the opening of the holon’s collective under the Association’s fiscal hosting, the recording of its parameters in the LGR register where the Allocation Model requires (LGR-5), and, for a Hub, the first version of its Hub DNA.

4.3 Holons may compose into larger holons (Clusters, federations) under GT-4.10; a Cluster is activated by its constituent hubs and ratified by the Board.

Art. 5 - Members, Stewards, and Referent

5.1 Members of a holon. The members of a holon are the Members of the Association it admits under transparent and non-discriminatory criteria. Only Members of the Association take part in the holon’s internal decisions (Agreement 2 §1.4; GT-11.4). The general assembly rights of all Members are unaffected.

5.2 Participants. A holon may involve non-members - participants, guests, clients, volunteers under the Volunteer Protocol - in its activities. They hold no decision rights in the holon; they hold the Dignity Floor (GT-1.14), the rights of GT-2.8, the complaint ladder of GT-7.5, and the protection of the Safeguarding Policy.

5.3 Steward. Each holon has one or more Stewards. For an Asset holon the Steward is the person (or the co-stewards jointly) holding a Stewardship Agreement over the Asset (Agreement 3); for a Project or Venture holon, the person(s) its Annex names. The Steward holds the holon’s delega di spesa (GT-4.3) and exercises it within the hard rails of GT-4.5. Co-stewards hold a single collective mandate divided by recorded contribution (Agreement 3 §3.3; GT-4.3A).

5.4 Referent. Each holon designates, from among its Stewards, a single Referent as its point of contact with the Board. Where a holon has one Steward, the Steward is the Referent. A single-person holon (one Member who is both sole member and Steward) is admitted. The Referent:

  • is the single point of contact with the Board;
  • coordinates decisions and keeps the record of activity;
  • confirms expenses on the fiscal-hosting platform within the holon’s cost-coverage bucket and discretionary ceiling (GT-4.4(b)-(c)), under the signature rules of GT-4.5(c);
  • prepares the reporting of Art. 14;
  • promptly signals to the Board any matter exceeding the holon’s autonomy (Art. 11), conflicts, or safeguarding concerns.

5.5 All Stewards of active holons sit in the Circle of Stewards (Art. 12); the Referent is the one among them who carries the holon’s voice to the Board between meetings.

5.6 The Referent has no power to represent the Association externally, except by written delegation of the President (Statute Art. 13).

5.7 Where a person holds more than one role - Member, Steward, Referent, Mentor, Partner, Venture Member, Elder - the stacking and conflict rules of GT-11.4 and GT-11.7 apply.

Art. 6 - Composition of Hubs: anchor and flow

6.1 Purpose. A Hub transmits its culture through the people who stay. So that a place remains recognisably itself while it welcomes many who pass through, every Hub holon keeps two shares of its residential capacity:

  • the anchor share: the Steward(s) and the Members in residence, who hold the Hub DNA - always the majority;
  • the flow share: participants, guests, programme attendees, clients, and volunteers who are not Members, deliberately kept open for circulation.

6.2 Majority rule. On any night, the Members in residence at a Hub (the Stewards and the Members whose residence cycle is running, 6.2A) shall be more numerous than the non-members staying at the Hub that night. This is a strict majority, not a floor of one half: at parity the Hub is out of composition. Day visitors who do not sleep at the Hub are not counted.

6.2A Residence is timed by the Hub’s rhythm. A Member is in residence when they have committed to stay for at least one full cycle of the rhythm the Hub declares in its Hub DNA - a season, a lunation, or a lunar phase - counting from arrival, not from the end of the cycle. Where the Hub DNA is silent, the cycle is one lunation. A Steward, and a Member holding a resident role recorded in the Hub DNA, is in residence from the first night. Residence is a commitment to the cycle, not continuous presence: a resident may come and go during it - travel, work elsewhere, visit another Hub - and remains in residence, and counted, for the whole cycle. Only withdrawing from the cycle, communicated to the Steward, ends residence early; no other consequence follows.

6.3 Per-hub setting. A Hub may declare in its Hub DNA a stricter anchor share than the majority of 6.2, never a looser one; no declaration is required. An Owner may make a stricter share a condition of entrustment in Agreement 1 Annex 2 §B.

6.4 When the majority would break. Where hosting one more non-member would bring the Hub to parity or below, the bed is not simply given away. Two paths remain, and only two:

(a) Spare the capacity - the bed stays open for a Member: it is offered through the priority-booking window of GT-3A.8(a) and the rotation signal of the Access Rule (GT-3A.3), and if no Member takes it, it stays empty. Unfilled anchor capacity is not a loss to be recovered by flow; it is the room the Hub keeps for its own community to grow.

(b) The guest becomes a Member - the person asking to stay is invited to join the Association. Membership is open (Art. 23 CTS; Agreement 2 §1.3) at the annual fee of Agreement 2 §4.1; the Steward receives the written application on the Board’s behalf (Agreement 2 §3.7), and from the date of application the person counts in the anchor share for the purposes of this Article, and is in residence from arrival if their stay is committed for a full cycle under 6.2A, subject to the Board’s decision on admission under Statute Art. 5. Voting rights follow the Statute’s three-month rule and are not affected.

Stays already confirmed are honoured. The Steward keeps the majority using the instruments above, the length-of-stay and welcome practices declared in the Hub DNA, and, where necessary, the asset-scoped Access Veto of Agreement 3 §4.4.

6.5 Capacity rule, not a gate. This Article limits occupancy composition; it does not restrict admission to membership, which remains open under Art. 23 CTS and Agreement 2 §1.3, nor the guaranteed access floor of GT-3A.8. Path (b) is the intended way flow becomes culture: a person who stays long enough to matter to a place joins the body that holds it. The invitation is made without pressure; a person who prefers not to join is welcome again when anchor capacity allows.

6.6 Attunement. Where the rule produces an outcome a Steward or participant senses to be misaligned with the Hub’s purpose, the sensing circle of GT-3A.9 applies.

Art. 7 - Internal decision-making

7.1 Each holon freely defines its own decision method - consensus, sociocracy, majority, or another - provided that every Member of the holon has the right to speak and to take part, decisions relevant to the holon are recorded, and the method is stated in the holon’s Annex or Hub DNA.

7.2 Where the constellation fixes a method for a holon type it applies as written: Project holons (Agreement 6 §12-§13), Venture holons (Agreement 7 §4-§5), the Elder Council (Elder Council Charter §3-§4).

7.3 In a single-person holon, decisions are taken by the Steward under their own responsibility toward the Board.

7.4 Decisions taken by a holon within its delegated matters are fully effective and require no ratification by the Assembly, provided they bind the Association only within the ring-fenced fund held in the holon’s name (Statute Art. 12(3)).

Art. 8 - Closure, exit, and emergence

8.1 Closure. A holon ceases by:

(a) decision of its Members under its own method (Art. 7); (b) lapse of its Members or absence of activity for more than twelve (12) months; (c) reasoned Board resolution for serious breach (GT-6A) or completion of its purpose.

8.2 On closure the collective is closed on the fiscal-hosting platform; the Steward reconciles under GT-4.5(e). Residual funds bound by a funder’s restriction follow that restriction; unrestricted residual funds flow upward under GT-4.4(d) to the common reservoir (the Elder Council holon; the Board under GT-4.4D until the Council is constituted). The holon’s Contribution Ledger partition and every Network Passport it fed are preserved (GT-3A.2, GT-3A.6).

8.3 Hub exit. Where a Hub leaves the network - by the Owner’s withdrawal of the Asset or the network’s return of it - GT-11.8 governs: the Asset’s departure does not sever the people; in-flight programmes and ventures, resident Stewards’ housing window (Agreement 3 §16.3), and the community’s continuity are honoured as there stated.

8.4 Emergence. A Venture holon that becomes an autonomous legal entity does so by the Emergence procedure of Agreement 7 §10 and Annex 3: initiated by two-thirds of Venture Members, agreed in writing by the Association, with the post-Emergence NRC fixed within 3-10% and encoded in the emerged entity’s bylaws. Any other holon that wishes to constitute itself as a separate entity either exits under 8.1 or remains in the network as a Partner under Agreement 6, or as a federated entity under GT-4.10(b). In no case does emergence or exit give rise to any distribution of surplus to departing members (Art. 8 CTS; GT-4.5(g)).

Art. 8A - Affiliated entities (holons by federation)

8A.1 Nature. An association, cooperative, foundation, or other Third Sector or non-profit entity with its own legal personality may join the network and take part in its life as a holon. Because Statute Art. 12(1) reserves the term “holon” in its strict sense to units without separate legal personality operating on behalf of the Association, such an entity is an affiliated entity: a federated node under GT-4.10(b) that runs the holonic shape by agreement and is treated as a holon for the purposes of Arts. 3, 6, 7, 12, 13, and 14 of this Regulation, while remaining a distinct legal person with its own organs, liability, and books.

8A.2 Two links, both required. (a) Membership. The entity is admitted as a Member of the Association in the category of Entity Member, established by this Regulation under Statute Art. 5(2) and Art. 35(3) CTS, with the rights and duties of Agreement 2 adapted to a legal person: one vote in the Assembly exercised through a designated natural-person delegate; the Contribution Ledger and Network Passport recorded in the entity’s name; the ordinary annual fee of Agreement 2 §4.1. Entity Members never exceed fifty percent (50%) of the roll of Members (Statute Art. 5), and Members with voting rights remain the majority (Art. 21 CTS). Admission follows the ordinary procedure of Statute Art. 5. (b) Federation instrument. The entity and the Association sign the dedicated federation instrument foreseen by GT-4.10(b) - or, where the cooperation is a defined joint project, a Partnership Agreement (Agreement 6) - which fixes: the entity’s Steward(s) for the purposes of Art. 12; the mission-fit gate of GT-11.9; the scope of joint activity; mutual recognition of contribution and Passports (GT-3A); the shape applied to joint revenue (8A.4); use of name, marks, and shared infrastructure; the exit terms of GT-11.8; and dispute resolution under GT-7.3.

8A.3 Accounting. The affiliated entity keeps its own accounting system and remains solely responsible for its own books, taxes, and compliance. It is not fiscally hosted by the Association and holds no ring-fenced fund in the Association’s name. Every value flow between the entity and the Association is a transaction between two legal persons - a contribution, a grant with a stated purpose, a purchase of services, or a cost share under a joint project - documented on both sides and recorded in the Association’s accounts under Art. 13 CTS.

8A.4 Visibility of flows. For the transparency the network owes its Members (Art. 3(d); GT-3), the entity is connected to the fiscal-hosting platform as an independent collective or organisation profile - self-hosted or hosted elsewhere, never under the Association’s fiscal host - so that transfers between the two appear on both ledgers, and the flows are mirrored in the Contribution Ledger. Where the entity and the Association wish to run a specific joint activity under the Association’s fiscal hosting, that activity is constituted as an ordinary Project holon (Agreement 6, Art. 4) with its own hosted collective, and the shape of Art. 9 applies to it in full; the Network Regeneration Contribution is due only on that joint activity’s Net Revenue, never on the entity’s own turnover.

8A.5 Limits. The affiliated entity acquires no property or governance right beyond its single membership vote (GT-11.5); it may not bind the Association (Art. 11); and no flow from the Association to it may constitute an indirect distribution under Art. 8 CTS - every outflow serves a stated statutory purpose and is proportionate to it. A for-profit entity cannot be an Entity Member (Statute Art. 5); it may relate to the network only as a Partner (Agreement 6), Supporter (Agreement 5), or client, with every flow priced as consideration.

8A.6 Reporting. The entity provides the Board with the annual report of Art. 14.2 limited to the joint activity and the flows of 8A.3, and its Steward(s) take part in the Circle of Stewards on equal terms.

III. Resources

Art. 9 - The Unified Fund and the Network Regeneration Contribution

9.1 All economic activity of every holon passes through the Unified Fund under the Association’s fiscal hosting (GT-4.1). Each holon’s collective is a ring-fenced fund in the sense of Statute Art. 12(3).

9.2 Every holon’s allocation runs the same shape (GT-4.4), in this order: (a) the Network Regeneration Contribution deducted at source from Net Revenue at the uniform NRC Rate (LGR-2, r_NRC; 5% absent a ratified figure) and routed to the Association holon; (b) the holon’s cost-coverage bucket against its published target; (c) the Steward’s discretionary allocation up to the published ceiling; (d) upward overflow to the common reservoir. Settlement over time, the band of tolerance, mutual aid, and the Asset Reserve follow GT-4.4A, GT-4.4B, GT-4.8, and the Allocation Model (LGR-5).

9.3 Non-cumulation. The NRC applies once per inflow. Internal transfers between collectives - including Cluster and co-project transfers under Art. 12 - generate no further deduction. Where a holon’s revenue uses an Asset entrusted under Agreement 1, the Asset Regeneration Contribution (GT-4.9; LGR-9) applies in addition, as there set out.

9.4 The Association holon is an ordinary holon running the same shape (GT-4.4C); its cost-coverage target K_a is held in LGR-2.

Art. 10 - Grants, calls, and donations

10.1 Any holon may propose an application to a public or private call. The application is resolved by the Board and signed by the President (Statute Art. 12(4)); funds received are recorded as restricted to the proposing holon’s collective under the funder’s conditions, and the funder’s restrictions prevail over the shape of Art. 9.

10.2 Donations nominally directed to a holon flow into its collective, subject to Art. 9.2(a); generic donations to the Association and membership fees flow to the Association holon. Monetary support is recorded in the Contribution Ledger for recognition but is excluded from access scoring (GT-3A.4A). Sponsorship earmarked to a holon follows Agreement 5.

Art. 11 - Limits of autonomy

11.1 Holons may not autonomously:

(a) amend the Statute or this Regulation; (b) resolve on the Association’s accounts; (c) sign contracts legally binding the Association toward third parties - loan-for-use (comodato), leases, employment contracts, loans, formal sponsorship instruments; (d) incur debts or obligations charged to the Association beyond their ring-fenced fund; (e) draw on the minimum patrimony or on the Association holon’s funds, except through the mutual-aid mechanisms of GT-4.8; (f) transfer to third parties rights, trademarks, data, or Assets of the Association; (g) apply to public calls in the Association’s name (Art. 10.1); (h) admit a new node to the network (GT-11.9) or entrust or return an Asset (Agreement 1).

11.2 These acts belong to the Board and are signed by the President (Statute Art. 12(4), Art. 13). Acts performed in breach of this Article are not enforceable against the Association and may give rise to the personal liability of those who performed them (Art. 14).

11.3 Precautionary suspension. The Board may suspend a holon’s operational autonomy as a precautionary measure in the event of serious breach (Statute Art. 12(5)), by reasoned resolution communicated to the Referent, for a stated period, with the conversation and notice standards of Agreement 3 §3.3 and §16 where a serving Steward is affected. The suspension is reviewable under GT-7.

IV. Coordination

Art. 12 - Circle of Stewards

12.1 A Circle of Stewards is established, composed of the Stewards of all active holons - whether the holon stewards an Asset (Agreement 3), a Project (Agreement 6), or a Venture (Agreement 7) - and of the Stewards of affiliated entities under Art. 8A. It meets at least quarterly, in person, remotely, or in hybrid form, to share status, needs, and opportunities, to signal overloads, to compare practice across holons, and to propose cooperation. Where a holon has several co-stewards, all may attend; the Referent speaks for the holon where a single voice is needed.

12.2 The Circle has no deliberative power of its own and no allocation authority beyond what each Steward already holds over their own holon (GT-4.3); its recommendations, where relevant, are ratified by the Board. It is distinct from the Elder Council (Agreement 8), which is a standing governance body with its own charter and allocation mandate, and from the seasonal gathering of a Cluster (GT-4.10(a)).

12.3 Members of the Board, the Elder Council’s convener, and the Designated Safeguarding Leads (Safeguarding Policy) may attend the Circle without vote. The Circle keeps a short written record of each meeting, visible to all Members.

Art. 13 - Co-projects between holons

13.1 Two or more holons may cooperate on shared activity by direct agreement between their Stewards on purpose, contributions, and the sharing of revenue and cost. The arrangement is recorded in writing and, where it involves a Project or Venture holon, in the relevant Project Sheet or Venture Sheet.

13.2 Budget sharing is recorded on the fiscal-hosting platform by internal transfers between collectives, without further NRC (Art. 9.3). No Board ratification is required unless the co-project involves contracts with third parties or otherwise falls within Art. 11.

13.3 Durable cooperation among co-located Hubs takes the form of a Cluster under GT-4.10(a).

V. Safeguards

Art. 14 - Transparency and reporting

14.1 The operational transparency of every holon is guaranteed by the automatic publication of its inflows and expenses on its collective (GT-3). Contribution Ledger visibility follows LGR-8.

14.2 In addition, each holon provides the Board with a concise annual report - occupancy and use, activity, cost-coverage status, allocations, and Regenerative Covenant progress (Agreement 3 §14.1; Regenerative Impact Framework) - integrated into the Association’s annual reporting on the Unified Fund (GT-4.7) and its bilancio sociale, and promptly signals any material issue.

14.3 The Board reports on the holons to the Assembly when the accounts are approved (Statute Art. 12(5)).

Art. 15 - Responsibility, liability, and conflicts of interest

15.1 All funds and goods managed by holons remain legally the property of the Association (GT-11.5). The Board retains supervision and ultimate responsibility under the Statute and the CTS.

15.2 The Referent answers to the Board for the correct operational functioning of the holon; Stewards are liable for loss caused by their own wilful misconduct or gross negligence and are otherwise indemnified as Agreement 3 §17 provides. Acts in breach of Art. 11 may entail the personal liability of those who performed them.

15.3 Whoever takes part in a decision - of a holon, of the Circle of Stewards, of the Board - declares beforehand any personal, family, or economic conflict of interest and abstains from the vote on matters in which they hold a direct interest, in accordance with GT-11.7. Failure to declare is grounds for removal from the role.

15.4 Safeguarding concerns arising in any holon follow the Safeguarding Policy and Code of Conduct; a safeguarding suspension under that Policy takes precedence over this Regulation.

Art. 16 - Disputes

Disputes within a holon, between holons, or between a holon and the Association follow the ladder of GT-7: amicable resolution; internal mediation by the Elder Council acting as Collegio dei Probiviri (Statute Art. 16; the interim panel of GT-7.2 until constituted); external mediation; the Court of Ascoli Piceno.

Art. 17 - Amendment and entry into force

17.1 This Regulation is adopted and amended by resolution of the Board (Statute Art. 10, Art. 12(6)) and communicated to all Members; substantive amendments are reported to the Assembly at its next meeting.

17.2 It enters into force on the date of the Board resolution and applies prospectively; commitments already made within a settlement cycle are not re-floated (LGR preamble).

17.3 An Italian text of this Regulation is prepared for filing purposes; in case of divergence, the Italian text prevails for the purposes of Italian law and this English text is authoritative for the interpretation of the constellation.

Castorano (AP), ___________________

For the Board - The President

Companion note - what this draft changes against the Italian docx

Not part of the Regulation. Delete before adoption.

  • Parameters moved out. The flat “5% hosting fee” became the NRC at the LGR-2 rate (5% default, 3-10% band), so the Regulation never contradicts GT-4.4 or LGR-2.
  • Referent redefined as one of the Stewards, not a parallel allocator: the delega di spesa stays with the Steward (GT-4.3); the Referent is the Board’s contact and the signature point.
  • Anchor and flow (Art. 6) is new. Members in residence must always outnumber non-members (strict majority, not a 50% floor); when the majority would break, capacity is spared for Members or the guest joins. Residence is timed by the Hub’s declared rhythm (season / lunation / lunar phase; lunation by default) - no numeric threshold, no LGR entry; Hub DNA “Seasonal Rhythm” gains one line naming the residence cycle. A3 §4 could gain a 4.5 pointing here.
  • Closure residuals go to the common reservoir (GT-4.4(d)/4.4D), not the “Fondo Generale”.
  • Scorporo now defers to A7 Emergence, A6 Partnership, or GT-4.10(b) federation instead of re-specifying.
  • Art. 8A affiliated entities is new: legal entities join via Entity Membership (Statute Art. 5 / Art. 35 CTS) plus a GT-4.10(b) federation instrument; own books, no RG fiscal hosting, flows mirrored on the platform and Ledger; joint activity under RG hosting = ordinary Project holon. Entities pay the ordinary €25 fee (Agreement 2 §4.1); an Agreement 2 variant for legal persons is still needed.
  • Circle of Stewards replaces the Circle of Referents: all Stewards of Asset, Project, Venture holons and affiliated entities; the Referent is only the holon’s voice to the Board.
  • Added: Eldership and Intrapreneurship to the sources; Cluster/federation; mission-fit gate on establishment; precautionary suspension (Statute 12(5)); safeguarding precedence; disputes; amendment clause.

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