Board member of a vereniging: rules and responsibilities

You will join the board of the vereniging as a director. The board is responsible for the day-to-day decisions of the vereniging. Members of the vereniging come together at the general meeting of members (called the algemene ledenvergadering or ALV in Dutch). At this meeting, members take important decisions and oversee the board. A vereniging's rules are usually set out in its articles of association. Below you can read more about the board, the articles of association, and the ALV.

Executive board

A vereniging always has a board and members. If you are a director, you are a member of the vereniging's board. Every vereniging has this. With the board, you are responsible for day-to-day management and making decisions for the association.

A legal entity, such as a vereniging, must have a board. A vereniging decides how many board members it has. You can form a board on your own, with just one person. That may be easy with decision-making, but it is also a lot of work.

Chairperson, secretary, and treasurer

A board usually includes a chairperson, secretary, and treasurer. The chairperson leads meetings and monitors plans and goals. The secretary keeps documents and writes down important information. For example, a summary of meetings (minutes). The secretary also often handles communication, such as emails.

The treasurer is in charge of the money: they control what comes in and goes out. The treasurer makes financial statements and makes sure bills are paid.

The board meets regularly to make plans and discuss problems. During such a meeting, board members make decisions. This is often done by voting. For example, about concluding a contract for the vereniging.

The board must keep records and make a board report and financial statement. The vereniging must publish those reports within 6 months of the end of a financial year. A financial year is the period the reports cover. It is often the same as a calendar year. The financial statement must include assets, debts, income, and expenditure.

There are 2 types of vereniging

As a new director, you need to know what kind of vereniging you will be working in. There are 2 types: formal and informal.

Formal vereniging

A formal verenging is also called an 'association with full legal capacity'. Such a vereniging is a legal entity. This means that the vereniging can, for example, buy property, borrow money, and receive an inheritance. Also, applying for subsidies is often only possible through a formal vereniging.

As a director of a formal vereniging, you are not personally liable for debts. Only in the case of mismanagement are you personally liable. A formal vereniging and its directors must be registered in KVK's Business Register. A civil-law notary must have set out the articles of association.

Informal vereniging

An informal vereniging is an association with limited legal capacity. You can set one up without a civil-law notary. If you want to have articles of association, you have to set them out yourself.

If you do not register an informal vereniging at KVK, you will be personally liable as a director. You may have to pay for damages or debts with your own money.

Do you register the informal verenging with KVK? Then the vereniging is liable first for a debt, for example. If the verenging does not have enough money, the directors must pay the remaining debt with their own money.

Articles of association

Are you getting started as a board member? Then it is wise to go through the verenging's articles of association. This is a document containing agreements on the rules that apply within the verenging.

A formal verenging has to set out the articles of association at the civil-law notary, according to the law. Informal associations do not have to draw up statutes but they often have them. Does an informal association have no statutes? Then the law contains rules on mismanagement, liability, and interests, among other things. These rules apply to every verenging, including those without articles of association.

However, the articles of association may contain agreements that deviate from the law. For example, a contract is valid by law if all board members sign it. But the articles of association may state that a contract is already valid if part of the board signs it.

Articles of association can be changed. For example, if the vereniging finds that the signature of some of the board members is enough under a contract. The civil-law notary can help amend and set out articles of association at KVK. The better that the agreements, tasks, and way of working are set out in the articles of association, the less chance of ambiguity or problems.

Organising a meeting of the members

As a board member, you will have to deal with the general meeting of the members (ALV). This is where the vereniging's members meet regularly. In the ALV, the members take the most important decisions and control the board.

The board must hold an ALV at least once per year. In that meeting, members are allowed to discuss and decide on the vereniging's policy. The ALV is responsible for deciding on the main points. These include appointing, suspending and dismissing board members, changing statutes, and approving the annual report. The meeting also decides, for example, how much it costs to be a member (contribution).

The rules for the ALV are in the articles of association. For an association without articles of association, follow the ALV rules set out in the law.

Rules governing convening an ALV:

• The board organises the ALV.
• If the board does not want to organise the ALV, the members can do so themselves. The procedure is described in the Dutch civil code, the Burgerlijk Wetboek (in Dutch).
• Members receive an invitation to the ALV. This can be by letter or email. This contains the place, time and also topics of the meeting. The ALV can also be digital.
• The articles of association state how many days in advance members must receive an ALV invitation. Are there no articles of association? Then follow the 'reasonable time limit' of the law: then send the invitation at least 1 week before the date of the ALV.

Role of the board during the ALV

The chairperson of the board leads an ALV and counts the votes of members. The secretary of the board takes the minutes. That document states what was discussed and decided during the ALV.

During the meeting, members vote on proposals. The board follows the rules on voting. For instance, there are agreements in the law or statutes about the minimum number of members that must be present at a decision. Are there too few members to take a decision? Then the board must organise a new ALV.

The ALV also votes on the administration, management report, and financial overview of the vereniging. Next to these, as a board, you can ask the ALV for 'discharge' every year. By doing so, the ALV says that you have done your job well as director. The vereniging can then no longer hold you liable for the work you have done in the past year.

The ALV can only take the discharge decision if it is on the agenda of the ALV. You can only get discharge via the ALV.

Supervision and control of the board

As a board member of a vereniging, you have to cooperate with the other board members. In doing so, you also check each other: is each board member doing the job properly? The ALV also monitors the board. Through this supervision, you can quickly discover and resolve errors or abuses.

With a supervisory board (raad van toezicht) or board of supervisors (raad van commissarissen), a vereniging can opt for additional control. This is given the task of monitoring the board. The members of such a board may not be members of the association. This additional supervision must be set out in the articles of association.

Even if a vereniging has a supervisory board, the ALV continues to take the most important decisions and supervise the main points.