[okfn-be] Bylaws OKFN BE + board member liability

Wed Feb 1 19:40:11 UTC 2012

Hello all,

Just a quick note that the OKFN staff is also here to help if you have any
questions regarding liabilities, setting up your Board, etc. It would also
be great to see an MoU if you have drafted one already - could you send it
along if so?

It's inspiring to see the progress you've made as a local group and we look
forward to having you as one of our legal Chapters in the near future!

Kat

| Kat Braybrooke | Community Coordinator
| Open Knowledge Foundation | London UK
| OKFN.org <http://okfn.org/> | Tweet @OKFN <http://twitter.com/okfn> | Tweet
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On Thu, Jan 26, 2012 at 10:06 PM, Katleen Janssen <
Katleen.Janssen at law.kuleuven.be> wrote:

> Dear all,****
>
> ** **
>
> I have prepared a draft of the bylaws for OKFN BE in a Google doc. You can
> find the document here:
> https://docs.google.com/document/d/1Ar5axFobuKx_F1oBR0czLOnZ9-cAwf-llsqoTl8LIGk/edit.
> I have tried to incorporate the discussions and decisions made in the last
> meeting.  The text is in Dutch, because it has to be submitted to the Court
> of Ghent. If anyone wants to make a French summary of the main elements,
> that would be great!****
>
> ** **
>
> There are some remarks and questions, so please make additional notes if
> you want to propose changes. If the changes are about content rather than
> wording, please also send a message to the mailing list, so we can discuss
> the possible changes if necessary. ****
>
> ** **
>
> At the last meeting, it was agreed that we would have a board of 3 to 7
> members. Some people already expressed interest to be a board member, but
> of course anyone is free to put themselves up for a mandate. It would be
> great if you could let the list know if you want to be a candidate. ****
>
> ** **
>
> At the last meeting, there were some questions about the liability of the
> board members and founding members of a VZW/ASBL. Things changed a bit
> since 2002.  The founding members have no special liability with regard to
> civil law issues (e.g. contracts). The board members are liable to the VZW
> for their bad governance, for example if they do not pay the bills, or they
> take up obligations that they know cannot be fulfilled by the VZW/ASBL,
> etc. They are also liable for infringing on the legislation regarding the
> VZW/ASBL or the  bylaws. ****
>
> ** **
>
> Towards third parties, the board members are not liable for the actions of
> the VZW (hence, for the stuff they do in the name of the VZW/ASBL), unless
> they act unlawfully or they act outside of the boundaries of their mandate
> (which in the current draft bylaws is not limited, except for the fact that
> two board members have to sign, I think). For instance, if the bylaws say
> that the board members can only make contracts for less than 1.000 euro,
> and they conclude a contract for a higher amount. ****
>
> ** **
>
> How it works for liability for tax issues, I still need to find out. ****
>
> ** **
>
> Best regards,****
>
> Katleen****
>
> ** **
>
> ** **
>
> ****
>
> ** **
>
>  ****
>
> *************************************
>
> dr. Katleen Janssen****
>
> Postdoctoral researcher****
>
> K.U.Leuven - Interdisciplinary Centre for Law and ICT****
>
> Sint-Michielsstraat 6****
>
> B-3000 LEUVEN - BELGIUM****
>
> [t]  +32 16 328 707   [f] : + 32 16 325 438****
>
> [e]  katleen.janssen at law.kuleuven.be****
>
> [w]  www.law.kuleuven.ac.be/icri/   -   www.ibbt.be****
>
> Disclaimer: http://www.kuleuven.be/cwis/email_disclaimer.htm ****
>
>  ****
>
> “*NEW! Postgraduate Studies in ICT & MediaLaw: please consult our website<http://www.law.kuleuven.be/icri/psiml/>for more information!
> *” ****
>
> ** **
>
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