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

Pieter Colpaert pieter.colpaert at gmail.com
Sat Jan 28 16:54:00 UTC 2012

Hi Katleen,

Thanks for this effort! No one is however allowed to edit the document. 
Would it be possible to give us edit rights?

Thanks again,


On 01/26/2012 11:06 PM, Katleen Janssen 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
> [t]  +32 16 328 707   [f] : + 32 16 325 438
> [e] katleen.janssen at law.kuleuven.be 
> <mailto:katleen.janssen at law.kuleuven.be>
> [w] www.law.kuleuven.ac.be/icri/ 
> <http://www.law.kuleuven.ac.be/icri/>   - www.ibbt.be <http://www.ibbt.be>
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iRail vzw/asbl

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