Legal questions about dissolving a foundation
Questioner
According to the articles of association, our board must consist of at least 5 and a maximum of 9 people. If there are less than 5 persons, the board members are obliged to appoint new members. The current situation is that the board currently consists of 2 members. The plan is to dissolve the foundation. Can the existing 2 members take legally valid decisions regarding the dissolution of the foundation? Should they first expand the board to 5 members? Can the 2 board members request liquidators for dissolution?Lawyer
This will first have to be discussed during a members meeting. The first step is of course to come to the decision to stop. That will often be a difficult process, in which felt responsibilities clash with hardly any possibilities to continue. But once it is clear that it really cannot go on. Here I will provide you with a number of steps that can help you on your way; 1. The board is authorized to dissolve the foundation. The provisions of the article “amendment of the articles of association” apply to the decision to be taken to that effect. 2. The foundation shall continue to exist after its dissolution to the extent necessary for the liquidation of its assets. 3. Upon dissolution of the foundation, the liquidation shall be carried out by the board. 4. During the liquidation, the provisions of these articles of association shall remain in force as much as possible. 5. Any surplus after liquidation will be spent as much as possible in accordance with the purpose of the foundation. 6. After completion of the liquidation, the books and records of the dissolved foundation shall remain in the custody of the person to be designated by the liquidators for a period of ten years. For further information, please feel free to contact me.Lawyer
A foundation has no members, so consultation in a members' meeting is not an option. Dissolution of a foundation is done by a decision of the board of a foundation. Your foundation board consists of only 2 persons, while you write that the articles of association prescribe a board of at least 5 members. The first question that needs to be answered is whether an incomplete board can still make legally valid decisions. This question can only be answered on the basis of the articles of association. These may state that certain decisions can only be made legally if there is a complete board. You will then first have to make your board complete again. There is another risk, namely that due to the expiration of the term of office without reappointment, there is no longer any legally valid board. In that case, you will first have to go to court to get the board complete in order to be able to take legally valid decisions again. If the sole purpose is to be able to dissolve the foundation, then a request for dissolution could also be made to the court if the following requirements are met: too little money to achieve goal, goal achieved, goal can no longer be achieved or no change to goal possible.Questioner
Thank you for your answer, enclosed what is stated in the articles of association regarding decisions. Valid decisions, 'Valid decisions can only be taken in a meeting in which at least half of the number of acting board members are represented. If at a meeting not half of the number of acting board members are present or represented, a second meeting will be convened, to be held within two weeks of the first, at which valid decisions can be taken on subjects listed on the agenda of the first meeting, regardless of the number of board members present or represented. Article 11 of the articles of association states: 1. A decision to amend the articles of association or to dissolve the foundation may only be taken at a meeting of the board of the foundation in which at least three-quarters of the number of board members in office are present or represented, with a majority of at least two-thirds of the votes cast. 2. If the required number of board members are not present or represented at such a meeting, a second meeting will be convened within fourteen days, to be held at least fourteen days and at most twenty-eight days after the first meeting, when a decision can then be taken, regardless of the number of members of the foundation's board present or represented, provided that it is done by a majority of at least two-thirds of the votes cast. regarding the term of office; the current 2 board members have both expired their terms.Lawyer
A foundation does consist of members, the board members...!!! Perhaps misread or misformulated by Mr. Kleijwegt.Neem de volgende stap
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