makesense, the backstory of our legal structure

  • Our legal history is still under construction! This is a continuous process and many current decisions will probably become mistakes to be corrected later.
  • This article does not constitute legal advice. It is a simple testimonial of what Leila Hoballah, in charge of the legal structuring of the ecosystem from 2011 to 2015, and myself, from 2015 onwards, have chosen and experienced ourselves.
  • The article doesn’t address certain parts of makesense’s history, as sometimes I chose to simplify the narrative for the sake of clarity — so there will be some imprecisions!
  • As most of the questions I receive concern the French legal framework, I don’t include the history of makesense’s legal structures abroad

So here’s another story of a movement, from a legal perspective!

2010, the creation of the association makesense — and makesense came to be

  • Register its brand
  • Sign contracts
  • Protect the developed methodologies
  • Receive donations
  • Make the first expenses (website development, office rental, operational expenses, etce)
  • Take an insurance policy

2011: creation of CommonsSense SAS — how to protect the social mission?

  • Which legal entity owns the brand (and thus the immaterial value created)?
  • What is the overlap or alignment between our so-called ‘commercial activities’ and the purely non-profit actions?
  • What flows should there be between the legal entities?

2012–2014: multiplication of legal entities — beginning of the “makesense galaxy”

  • Senseschool SAS for educational activities in partnership with schools, created by Marine Plossu et Caroline Delboy
  • makesense Room association for activities related to media and festivals, created by Vincent Hejduk (later closed)
  • Sensecube association for social entrepreneurship incubation and support activities, founded by Alizée Lozac’hmeur and Léa Zaslavsky
  • Social Media Squad cooperative for activities specific to social media, created by Marie Leborgne, Louis-Maris Certaines, Habib Belarib, and Romain Chanut
  • Independent in its operations, recruitment and team management.
  • Closely linked to the makesense ecosystem through a licensing contract which stipulates that the entity is permitted to use the brand “makesense” (and, at the time, “sense”) on the condition that, each year, 8% of its revenue (SASs) or of its budget (associations) is reverted to the makesense “mother” association.

Key questions at this stage:

  • Who owns the global brand? What is the “price” associated with its usage?
  • How to structure an organisation to allow for testing new activities without damaging the existing ones?
  • How can we clarify each individual’s role in the organization? (Who is legally responsible for what? Who has which legal mandate?)
  • How are the different entities independent? What are the legal links and agreements to put in place to create a sustainable ecosystem?
  • What legal and financial implications (risks and opportunities) have the established legal links between the different entities?

2015: taxing the association — the cost of success

From 2016: simplification of the model into 4 complementary entities — the impact hybrid

  • The makesense association for all activities on creating and animating citizen communities (“makesense for citizens”) -still being the “mother” association
  • An endowment fund to run philanthropic activities and receive donations (which President is the President of makesense association)
  • The Sensecube association to run incubation and social entrepreneurship support activities (“makesense for entrepreneurs”),
  • The CommonsSense SAS to run organisational transformation activities (“makesense for organisations”) whereby the capital is 100% owned and controlled by the makesense association.
  • How to make the best out of the specificities and complementarities of existing legal structure, especially when multiple funding sources?
  • How to organise our ecosystem in order to manage its growth and financial stability?
  • What are the power and financial dynamics between the different entities?

“makesense” as it is today.

To keep in mind?

  • What’s the identity, mission, and values of our organization and how can we keep them aligned and coherent?
  • How and for whom are we delivering impact?
  • What are my sources of funding today and tomorrow? What legal constraints do they imply?
  • What are the governance model / decision-making among my different activities ?
  • Who decides what and on what topics?

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makesense est une communauté internationale de citoyens, d’entrepreneurs et d’organisations qui résolvent ensemble les défis sociaux et environnementaux

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makesense

makesense

makesense est une communauté internationale de citoyens, d’entrepreneurs et d’organisations qui résolvent ensemble les défis sociaux et environnementaux

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