A dispute within the board, now what?

People join the board of a vereniging (association)or stichting (foundation)with the best of intentions. But the best intentions cannot prevent a dispute between board members, or members of a vereniging. As a board member, this could happen to you. How can you solve the problem? Or better yet: how can you prevent a dispute in the first place? A solution can often be found by reading the rules carefully.

Follow the articles of association

If you want to prevent a dispute about a decision, read the articles of association for your vereniging or stichting carefully first. The articles include rules for calling a meeting and making decisions. Follow these rules carefully to make a valid decision.
For example, the articles of association say:

• how many board members are needed to form a board;
• the number of votes that each (board) member has in the meeting;
• the number of board members must be uneven, to prevent tie votes;
• whether a majority of votes are needed to make a decision, for example, or if a qualified majority of two-thirds of the votes is needed;
• sometimes a minimum number of board members must be present at the meeting to make a decision.

Think about these rules when making a decision.

In addition to the rules in the articles of association, the general rules set out in the law apply to verenigingen and stichtingen. If a rule is not included in the articles of association, you can often find it in the legal regulations.
For a Vereniging van Eigenaars (Owners’ Association), the articles of association are included in the subdivision deed and the applicable standard regulations(splitsingsakte en het toepasselijke modelreglement, pdf, in Dutch).

Valid decision

Is there a dispute about a decision that the board has made? Then check if the board has followed all of the rules for making a decision. A decision is valid if:

• the rules required by law and the articles of association have been followed for calling the meeting and making the decision.
• the majority of the members have voted for the proposal.

Void or voidable

If a decision is in conflict with a legal provision or the articles of association, then the decision is void, or unvalid. It was never valid in the first place. For example, if the required minimum number of members for voting were not present at the meeting. If there is a dispute about whether a decision is void or not, you can ask the court to decide.

If you have not properly followed the lawful rules and statutes when making a decision, the decision is voidable. It can be made void, or invalid. For example, if the meeting was not called in time, or if the members voted on a subject that was not on the agenda. In these cases, only the court can decide to void the decision. A voidable decision is valid until a court declares it void. You must submit the request to the court within 1 month of learning about the decision, or when you could have learned about it.

Recording in writing

Take minutes of the meeting, and keep a list of the members present. Record how the board has followed all of the rules for making a decision. This serves as evidence if there is a dispute later. If a member cannot vote in person, but has authorised another member to vote on their behalf, you must check and keep the written authorisation.

Differences between verenigingen and stichtingen

The rules and suggestions described above apply to all verenigingen and stichtingen. But there are some differences you should consider.

Stichting

Usually, a stichting only has a board. New board members are chosen by the existing board members. A board member can also be removed by the other board members. If the stichting also has a supervisory board or a board of commissioners, the articles of association may say that these boards can appoint or remove the board members. The articles of association say if each board member has 1 vote, or if board members can give more than 1 vote when making decisions.

Vereniging

A vereniging is made up of at least the general meeting of the members (Algemene ledenvergadering, ALV) and the board. The ALV appoints and removes board members, unless the articles of association say otherwise. That means the board can ask the ALV to make a decision if there is a dispute within the board. In turn, the members can ask the board to mediate if there is a dispute between the members. The board can end the membership of a member if there is a reason for it. If a member does not agree, then the member can submit this to the ALV.

Vereniging van Eigenaars (Homeowners’ Association)

De Vereniging van Eigenaars (Homeowners’ Association, VVE) is a special vereniging: when you buy an apartment, you are automatically a member of the vereniging together with other apartment owners in the same building. Your membership only ends when you no longer own the apartment. In this case, the ALV is called the ‘Owners’ Meeting’. The subdivision deed and the applicable standard regulations (pdf, in Dutch) describe the rights and obligations of the members, the apartment owners. If the subdivision deed needs to be changed, for example if a roof extension is added or if a shared space becomes a private space, then usually all apartment owners must cooperate with this change. To prevent a single apartment owner from stopping the change, the law says that the change to the subdivision deed can also take place:

• with the cooperation of the board;
• and if the Owner’s Meeting decides to approve the change with at least 4/5th of the number of votes (or the number of votes required by the articles of association). The law says that if someone refuses to cooperate with a decision to make a change without a good reason, then the court can authorise the change in their place. This means that the judge's decision then replaces the person who does not cooperate.

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.