To what extent are statutes leading?

Questioner

Our scouting group is together with 2 other groups at 1 foundation that manages and maintains our buildings. Now the case is that the chairman has been in office for 11 years. Normally the chairman stops after 3 times 3 terms (9 years). Now the statutes of the foundation state that the chairman remains in office as long as no new one has been appointed. Now there is a group that wants to send him away at all costs without having the function of chairman filled by someone else. This group has threatened to use a lawyer. But what the group wants is possible? Since the statutes themselves prescribe that there must be a chairman at all times.

Lawyer

In general, Dutch law considers the articles of association of a foundation or other similar organization to be leading. They serve as the 'constitution' of the organization and contain the rules for policy and decision-making. This means that the provisions of the articles of association must be complied with. In your situation, the articles of association state that the chairman will remain in office until a new one is appointed. This means that if the group wishes to dismiss the chairman, a new candidate must be ready to take over the position. If the articles of association do not include exceptions or other possibilities to circumvent this rule, it could indeed be the case that such a dismissal would be in conflict with the articles of association. It may be wise to consult a lawyer about the precise interpretation of the articles of association and the options available. It may also be useful to discuss the matter with the other parties involved to see if there is a compromise or other solution possible that complies with the rules of the articles of association. As a final option, it may also be considered to amend the articles of association, but this can be a complicated and time-consuming process in which all parties involved must come to an agreement. ---------------- Stichting Rechtswinkel.nl is a national organization with students and volunteers. The above advice is based on limited information and may be incomplete or even incorrect for your situation. Always consult a lawyer or attorney for your further steps. Read disclaimer: https://rechtswinkel.nl/disclaimer I would like to invite you to rate the above answer so that we can learn from your response.