How to minimise the risk of disputes within the board

You cannot always prevent a dispute. But if you follow the rules when making decisions, you can reduce the likelihood of conflict. Write down as much as possible. If a disagreement does arise, this will help you find a solution.

Follow the articles of association

Reduce the likelihood of disputes within the board of a vereniging (association), stichting (foundation), or Vereniging van Eigenaars (Owners’ Association) by making decisions in accordance with the rules. Follow the articles of association and the law.
For example, the articles of association say:

• How to call a meeting.
• The information you need to share before the meeting.
• How many people are on the board.
• Who is allowed to vote.
• The minimum number of votes required to make a decision.

In addition to the rules set out in the articles of association, rules laid down in law also apply. If a provision is not described in the articles of association, you can often find it in law.

For a VVE the articles of association are included in the subdivision deed and the applicable standard regulations (splitsingsakte en het toepasselijke modelreglement, PDF, in Dutch).

Minutes, attendees and authorisation

Ensure to take minutes at meetings. Set out in the minutes how you followed the rules for making a decision. Have the minutes approved as well. This is usually done at the next meeting.
Also note who is present at a meeting. If a member is unable to vote, they can give an authoristaion (volmacht) to another member. Check and keep that authorisation. With the minutes, the list of attendees and the proxies, you have evidence if a discussion arises.

Void or voidable

If a decision has not been taken in accordance with the law or the articles of association, that decision may be void (nietig) or voidable (vernietigbaar). Some errors are more serious than others. A void decision is not valid. A voidable decision is valid until a court rules otherwise.
For example, was the minimum number of members required to vote not present? Then the decision is void. The decision was never valid. If there is a dispute about whether a decision is void, you can submit it to a court.
Was a decision taken at a meeting that was convened too late, or was an item not on the agenda? Then such a decision is voidable. The decision is valid until a court voids it. No later than one month after you become aware of such a decision or could have become aware of it, you must ask a court to void it.

Solve it yourself, or go to court

If there is a dispute, try to solve it among yourselves first. You can also call in a mediator if necessary. Or you can submit the dispute to a dispute resolution committee, if the articles of association of the vereniging or stichting allow.

If you cannot solve the dispute yourselves, and if a mediator or dispute resolution committee cannot reach a solution, then you can ask the court to make a decision that ends the dispute. If you need help taking the dispute to court, you can contact a lawyer or legal aid office.