April 2024
The Charter of Principles for Guardians¹ presents the set of principles that guide the relationship between the Fundação Terra Agora² and the Guardians. It results from the Fundação’s statutes³. The Charter of Principles for Guardians should be considered in conjunction with the Fundação’s Statutes, Charter of Principles and Code of Ethics.
This Charter was approved at a Meeting of the Fundação’s Board of Trustees in April 2024 and has been in force since that date. It will be reviewed no more than every 5 years — the next review will be in 2028. All proposals for amendments must be sent to the Fundação’s Board of Trustees as soon as they arise.
The procedure to amend the Charter is:
- The Board of Directors consults all the parties, listens to all the Chairpersons of the Governing Bodies, as well as the Patrons and Guardians, and collates the proposed changes;
- It drafts a new version and approves it at a Board meeting, submitting the approved version to the Board of Trustees;
- The Board of Trustees gives its approval after negotiating with the Board of Directors, the process being mediated by the respective chairpersons;
- The approved version of the Charter is sent by the Board of Directors to all interested parties and published on the Fundação’s website.
- The Charter of Principles, the Code of Ethics, the Charter of Principles for Patrons and the Charter of Principles for Guardians are 4 documents that form a unit and should be reviewed together.
Fundamental Concepts
Guardians are legal persons who establish a formal relationship, through a Guardian Contract⁴, with the Fundação to develop a project on one or more strategic assets — Guardian Project⁵ — in accordance with the Fundação’s statutes.
Guardians are committed to the Fundação’s Charter of Principles and Code of Ethics and ensure that their institution and people adhere to it and apply the Patrons’ Charter of Principles to their funders and Patrons.
The concept of Guardian is the result of the Fundação considering itself as ‘Guardian of the Earth’. And since organisations are made up of people, the term Guardian can also be applied to the people who are part of the Guardian collective — the Guardian Individual.
In a nutshell:
- The Fundação is the ultimate guardian of strategic assets;
- The Guardian enters into a ‘Guardian Contract’ with the Fundação to carry out a ‘Guardian Project’;
- The Guardian is made up of people, who are the ‘Guardian Individuals’.
Direction of the Guardians
To be Guardians of the Fundação, the Guardians, individuals and organisations, must be aligned with the Fundação’s purpose, values, vision and mission as recorded in the Guardians’ Statutes and Charters.
The purpose and values of the Guardian, as well as its Corporate Objective, must be focused on and aligned with the execution of the Guardian Project.
Autonomy and Responsibility of the Guardians
The Guardian is solely responsible and has complete autonomy in the development of the Project in accordance with the Contract signed with the Fundação.
Making mistakes is part of the process and the Fundação encourages learning and sharing knowledge from lessons learned, what worked and what did not. The Fundação encourages open, transparent and voluntary communication. The duty to communicate about the Project lies with the Guardian.
The Fundação can comment and say what it thinks about a given subject and the responsibility for the decision, action and its consequences always lies with the Guardian.
Nature of the Guardians
Guardians may be Associations, IPSS, Cooperatives, Foundations or Companies incorporated in Portugal, namely:
- If it is an Association and IPSS: the management members are an integral and active part of the guardian project and the associates are all directly related to the guardian project and its territory
- If it is a Cooperative: the management members are an integral and active part of the guardian project and the cooperators are all directly related to the guardian project and its territory
- If it is a Foundation: the members of the Board of Directors are an integral and active part of the guardian project
- If it is a Company (Lda, SA): in both cases, the majority of the capital will be nominal and must belong to at least 3 people who are an integral and active part of the Project. The company undertakes to be run as a purpose-driven company, such as ‘social enterprises’⁶
Associates, cooperators, members, partners or shareholders can be individuals or formalised, multi-sector groups such as companies, NGOs, the state, civil society. By joining as a Guardian they will have agreed to comply with the existing contract.
Governance
The Fundação encourages Guardians to use dialogical, relational, circular governance, without hierarchies and which fosters collective intelligence.
The governance systems of the Guardians must be clear in relation to:
- How to acquire and lose membership (e.g. associates, cooperators, partners, shareholders)?
- How to make decisions, especially those that change the rules, purpose and governance?
- How to resolve conflicts and deal with internal and external tension?
- How to promote the evolution and human development of every person who is part of the Guardian?
Investment of the Fundação
The Fundação will not invest in the Guardians and/or the Projects. The exception to this may be the financing of the development of the Project, in the terms agreed with the Fundação.
The Fundação will work together with the Guardians in carrying out outreach to Patrons and other investors in the Fundação’s ecosystem.
The role of impartiality, neutrality of interests, and the technical capacity to monitor and support the Projects during the time of the Project / Contract is one of the added values that the Fundação places at the service of Guardians and Patrons.
It is up to the Guardian to demonstrate that they have the means and financial conditions to fulfil the objectives established in the Project.
Donations to the Fundação
In addition to the obligations contained in the Contract, each Guardian may make donations to the Fundação depending on their results, thus contributing to the Fundação’s purpose and mission, both in its day-to-day running and in investing in strategic assets and/or financing the preparation of projects, studies and other work necessary for the proper management of the Fundação.
Donations are voluntary and the sole decision of the Guardian.
Project topologies
Each Project has its own purpose and mission. The Fundação looks after the ownership of the land, removing that issue from the equation. The Guardian looks after the land. There is an infinite number of things that can be done in each Project and it is more important for the Fundação*‘how it is done’* rather than ‘what is done’.
Here are some examples that illustrate the types of Projects:
- Wildlife corridors including
- Nature conservation and biodiversity (promotion or conservation of protected or threatened species and habitats).
- Rewilding/Renaturalisation Ecological or Landscape Restoration and Resilience (e.g. post-fire restoration, invasive species).
- Indigenous/autochthonous forest
- Regenerative economic activities including
- Agroecology.
- Sustainable production (agricultural/forestry).
- Holistic grazing.
- Animal welfare.
- Demonstration of Alternative Productive, Social and Economic Models.
- Ecotourism, Rural tourism, Eco-retreats.
- Urban / innovation and social transformation (e.g. eco-village, eco-neighbourhood, co-works, impact hubs, legacy spaces, retreat centres), including:
- Active Citizenship and Protection Movements
- Environmental Education, Training;
- Establishment/stimulating Communities in the Rural World;
- Mixed / Combined — combining one or more types (e.g. 3 Commonland⁷ areas — project with wildlife corridor, forest/agriculture for local economy, urban part with non-speculative sustainable housing, productive and social, regenerative activities).
We stress that the following criteria are important for all types of projects:
- Mitigation and Adaptation to Climate Change
- Carbon sequestration
- Biodiversity
- Ecosystem restoration⁸
- Sea-land connection
Return of the Projects in 5 capitals
Projects should be developed with 5 capitals in mind⁹ and show a return on investment:
- Natural Capital (e.g. soil, biodiversity, water)
- Social Capital (e.g. jobs, local economy)
- Human Capital (e.g. training, human development)
- Built Capital (e.g. buildings, models, frameworks)
- Financial Capital (e.g. added value, investment)
Project Guidelines
Projects must be developed taking into account:
- Very, very long term, from 7 to 12 generations, from 175 to 300 years.
- Fostering the development of the 5 bodies in human beings (see Charter of Principles).
- Adopt the thinking of complex living systems.
- Regenerative local development¹⁰ (which includes integrating/involving the local community and their legal representatives, as well as having a deep knowledge of the history of the place).
- Encourage the local, regenerative economy and give preference to local and ethical suppliers.
- Adopt ethical finance.
- Have lower (social) and upper (ecological and growth) limits¹¹.
- Adopt dialogic, circular and participatory governance practices.
- Build teams and individuals based on individual and collective awareness.
- Science as an instrument — an anchor in the unknown and in the experimentation process with other peers, in a team.
- Practising Agroecology, including permaculture and syntropic agriculture, biodynamics and others, giving priority to the conservation and regeneration of water, soil and biodiversity.
- Create or protect autochthonous forests/autochthonous species.
- Promoting the inclusion of younger and older generations.
- Obtain all the licences and formalities required by Portuguese law.
- Designing for the end of the life cycle (integrating the principles of the circular economy) — what happens to the asset (e.g. machine, building, product) at the end of its life cycle and how it is integrated back into natural cycles.
- Working on economic, food, health, environmental, personal, community and political security.
- Respect the Fundação documents: Statutes, Charter of Principles, Code of Ethics, Charter of Principles for Patrons and Guardians. Adopt and encourage their application in your institution and in the institutions with which you interact.
- Voluntarily communicate with the Fundação and comply with contractual obligations with regard to reporting and providing information and access to the different places by people representing the Fundação in its monitoring and follow-up role.
- The improvements to be made, their compensation value, indemnity, depreciation and payment formulas, among other topics, shall be clearly defined in the Contract.
- The Contract shall indicate how to proceed in the event of bankruptcy or dissolution of the Guardian.
Project restrictions
The Projects (and Guardians) are expressly prohibited from activities that:
- Promote speculation of any kind.
- Use any non-organic chemical products that may cause damage, for example to soils or watercourses.
- Forest felling.
- Promote monoculture — degradation of biodiversity.
- Render the Fundação liable due to the actions of Guardians — e.g. they drilled a borehole without the necessary legal approval.
- Inflict animal or human abuse.
- Have a harmful impact on the surrounding ecosystems, failing to promote the conditions for healthy ecosystems.
- Involve the subcontracting to third parties to carry out the Guardian’s tasks. The exchange of land between the Guardian and third parties through leases or other arrangements is not allowed unless such subcontracting or exchange is previously approved by the Fundação and forms part of the Contract.
- Contravene the applicable Portuguese legislation.
Exceptions may be considered, provided they are approved by the Fundação and at the instance and request of the Guardian.
Creating and sharing knowledge
The Fundação subscribes to the principles of Creative Commons. It is vitally important to share the knowledge and learnings made by all participants. Guardians are invited to openly share their learning with their peers and the wider community (e.g. scientific).
In this way, the Fundação will fulfil its education mission by systematising knowledge, publishing, distributing it and disseminating it.
Nature of the Contract
Every Contract is unique and adapted to the nature and type of Project. By default we will use ‘surface rights’. We are amenable to considering other types available under Portuguese law.
The Contract may not be transferred to third parties without the prior approval of the Fundação.
The intention of the Fundação is to create and maintain a very, very long-term connection with the Guardian, which involves the will of both parties. We emphasise that where this intention is not possible, the Contract must cater for these eventualities.
Non-competition
The Guardian may not on its own behalf or on behalf of other entities, without prior authorisation from the Fundação, acquire or lease land which is adjacent or in any way competes with the Fundação’s strategic assets, with the intention of obtaining a benefit for itself or for a third party, without the prior agreement of the Fundação.
Contracts must be explicit about non-competition.
Process outline
The process for concluding the Contract and executing the Project may follow these steps:
- Identify the strategic asset (it may already be part of the Fundação’s portfolio or to be acquired).
- Identify and support the Guardian’s constitution.
- Support the Guardian in drawing up the Project.
- Submit the Project and the respective procedures/negotiations to the Fundação for approval.
- Approval and conclusion of the Contract.
- Implement the Project with support from the Fundação in terms of investment, access to knowledge and other necessary resources.
- Monitoring of the Project/Contract and sharing of knowledge.
It is normal for the process leading up to the Contract to take years (e.g. 3 years), particularly if it includes acquiring property and raising investment.
¹ Hereinafter referred to as the Charter.
² Hereinafter referred to as the Fundação.
³ https://terra-agora.org/wp-content/uploads/2022/02/Estatutos_Fundacao-TerraAgora.pdf
⁴ Hereinafter referred to as Contract.
⁵ Hereinafter referred to as the Project.
⁶ Social Enterprise. M Yunus
⁷ https://4returns.commonland.com/
⁸ https://www.ser.org/page/SERNews3113
⁹ Regenerative Development by https://www.regenerat.es/