Board member of a Dutch stichting, rules and duties

As a director, you will sit on the board of the stichting. The board makes day-to-day decisions and is responsible for policy and its implementation. A stichting's rules are usually set out in its articles of association. Read more about the board, the articles of association, and the supervision of the board.

Daily board

A stichting always has a board. If you are a director, you are a member of the stichting’s board. Together with the board, you are responsible for the day-to-day management and for taking decisions on behalf of the foundation.

A legal entity, such as a stichting or a vereniging, must have a board. A stichting decides for itself how many board members there are. You can form a board on your own. That might make decision-making easier, but it is also a lot of work.

Chair, secretary and treasurer

A board usually consists of a chair, a secretary, and a treasurer. The chair chairs the meetings and oversees the plans and objectives. The secretary keeps records and records important information, such as a summary of the meetings (minutes). The secretary also often handles communications, such as emails.

The treasurer is in charge of the finances: they monitor what comes in and what goes out. The treasurer draws up a financial statement and ensures that bills are paid.

The board meets regularly to make plans and discuss issues. During these meetings, the board members take decisions. This is often done by voting. For example, on whether to enter into a contract on behalf of the stichting.

The board must keep records and draw up a board report and a financial statement. This is often done within six months of the end of the financial year. A financial year is the period covered by the reports. It is often the same as a calendar year. The financial statement must set out the assets, liabilities, income, and expenditure. Some stichtingen are required to publish financial information, for example if they operate a business or if they are subject to the rules for a public benefit organisation (ANBI in Dutch).

Setting up a stichting

A stichting is established with a notarial deed. This deed sets out the stichting’s articles of association. You must also register the stichting, its directors and its UBOs with KVK. And notify the Business Register of any changes to the board as soon as possible.

A stichting is a legal entity. This means that the stichting can, for example, enter into contracts, open a bank account, apply for grants, receive an inheritance, and hold a building ‘in its name’. As a director, you are usually not personally liable for the stichting’s debts. In the event of mismanagement or serious errors, however, this may not be the case: in some instances, you may be required to pay for damages or debts out of your own pocket. 

The stichting may also take out directors’ liability insurance.

Articles of Association

Are you starting out as a director? Read the stichting’s articles of association. This is a document setting out the agreed rules that apply within the stichting. A stichting is required by law to have articles of association. This document must be registered with a notary. The notary can assist with amending the articles of association and notifying KVK of any changes.

The articles of association may contain provisions that are different from the law. For example, under the law, a contract is valid if all board members sign it. However, the articles of association may stipulate that a contract is valid if only some of the board members sign it.

Articles of association can be changed. For example, if the stichting wants to put that the signature of some of the board members is enough to sign a contract. A notary can assist with changing the articles of association and registering them with KVK. Write down the agreements, responsibilities, and working practices in the articles of association as clearly as possible. That way, you will avoid differences of opinion or other problems.

Taking decisions in a stichting

The board of a stichting takes the most important decisions. The articles of association set out how this is done. For example, they specify how many board members must be present to pass a resolution and how many votes are needed.

The board meets regularly to discuss the stichting’s policy, financial matters, and activities. The secretary usually takes the minutes of these meetings.

In some stichtingen, a supervisory board (rvt, raad van toezicht) or board of commissioners (rvc, raad van commissarissen) oversees the board of directors. There may also be extra rules about taking important decisions in the articles of association. 

Board supervision and monitoring

As a director of a stichting, you must work together with the other board members. In doing so, you also monitor one another: is each board member performing their duties properly? A stichting may opt for additional supervision by establishing a supervisory board (rvt) or board of commissioners (rvc). The supervisory board is tasked with monitoring the board of directors. You must set down this additional supervision in the articles of association. 

Members of a supervisory board are usually not permitted to be directors of the stichting. Even if a stichting has a supervisory board, the board of directors remains responsible for managing the stichting.