[okfn-be] Bylaws OKFN BE + board member liability
Katleen.Janssen at law.kuleuven.be
Thu Jan 26 22:06:53 UTC 2012
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.
dr. Katleen Janssen
K.U.Leuven - Interdisciplinary Centre for Law and ICT
B-3000 LEUVEN - BELGIUM
[t] +32 16 328 707 [f] : + 32 16 325 438
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