Governance problems in an association? Get free advice

Questioner

I am a member of an association. The board has refused to call a general meeting for three or four years and the treasurer refuses to report on the financial affairs. The statutes do not specify how you can dismiss a board. What should I do/should we do?

Lawyer

The members of an association determine the association's policy and activities for the coming period. In principle, the members have all powers that are not determined by law, or are assigned to the board or committees. The latter must be described in the articles of association. Because it is impossible to consult members daily about all kinds of daily matters or expenses, a board is formed. This happens during the General Members Meeting (ALV). The AGM has the final say on the content of the articles of association and only the AGM can decide to dissolve the association. The board is charged with managing the association and has its own tasks and responsibilities. The AGM may therefore not manage. However, the AGM can dismiss the directors if it does not agree with the policy pursued.

Lawyer

In principle, the board convenes the General Meeting. If there are articles of association, this authority may also be granted to others than the board. At the written request of at least such a number of members as are entitled to cast one-tenth of the votes at the general meeting or such smaller number as is determined in the articles of association, the board is obliged to convene a general meeting within a period of no more than four weeks after the submission of the request. This means that a written request can be sent to the board at the request of the members. The board must comply with this within 14 days. If this does not happen, the members themselves can convene the General Members Meeting. Others than the board can then lead the meeting and draw up the minutes. The articles of association are decisive. Everything must be legally sound.