Statute amendment for an association: what to look out for?

Associations They come in all shapes and sizes. Think of an employees' association or a sports club. An association can be established by notarial deed, but this is not mandatory. An association is founded with a specific purpose, for example, advocating for the interests of employees or tenants.

Association with statutes

An association established by notarial deed always has articles of association. These articles of association include, among other things, the specific purpose for which the association was founded and how the association intends to achieve this purpose. In addition, articles of association can contain regulations regarding decision-making within the association and the admission and resignation of members. It is common for the articles of association of an association to need to be amended. For an amendment of the articles of association, proper decision-making within the association is of great importance.

Nullity

At the Legal form In an association, the daily management is in the hands of the association's board, but various important decisions must be made by the general members' meeting. Examples of these decisions include appointing and dismissing board members, dissolving the association, and amending the association's articles of association. If these decisions are not made by the general members' meeting in accordance with the articles of association, these decisions are in principle not valid.

Decision-making for amending association statutes

Given the above importance of correct decision-making, the following outlines the steps to be taken to make a valid decision to amend the articles of association, assuming commonly used articles of association. Naturally, the association's own articles of association must be carefully reviewed on a case-by-case basis, and the above does not apply in full to every association. 

1. Convene general members' meeting

A call must be made to all members of the association that a general meeting will be held. According to many bylaws, this can be done by sending out notice letters and by publishing in a periodic association newsletter sent to all members. Check the bylaws in advance to see what requirements the convening of the general meeting must meet.

2. Agenda

When convening the general members' meeting, the agenda of the relevant meeting must be stated. The topics to be discussed at the general members' meeting must be on the agenda. For example, in addition to amending the articles of association, a decision can also be made regarding the appointment or dismissal of a director.

Notice Period

The articles of association often include a period that must be observed between the sending of the invitation and the holding of the meeting. This is often a period of 14 days, not including the day the invitation is sent and the day of the meeting. We advise observing this period a little more broadly so that there can be no doubt about the validity of the meeting.

4. Member attendance

The articles of association of the association may include a quorum requirement. This means that a certain number of members must be present at the meeting to make valid decisions. If this quorum requirement is not met, a new meeting will have to be convened. The articles of association may stipulate that no quorum requirement applies to the new meeting. In practice, it often appears that the quorum is not met. This complicates decision-making, as in such a case, a new meeting must be convened. This problem often occurs in large associations.

5. Stemming

Each member has one vote in the meeting. If the articles of association do not stipulate otherwise, decisions are made by a majority of 50% + 1 (simple majority/absolute majority). For a resolution to amend the articles of association, a qualified majority can be included in the articles of association. A resolution must then be made by a two-thirds, three-quarters, or other desired ratio majority of the votes cast. Normally, in an association, all decisions are made by a simple majority (or absolute majority), and it will not be necessary to consider by which majority a particular decision is adopted. Only when there are dissenting votes does it become important to look at the majority prescribed in the articles of association to be able to adopt a resolution.

6. Concept articles of association for inspection

It may be that when a decision is made to amend the articles of association, the articles of association impose an additional requirement. It may be that the literal text of the draft amendment to the articles of association must be made available for inspection by all members at a suitable location at least 5 days before the meeting, until after the day on which the meeting is held. In practice, this can also be fulfilled by sending the draft articles of association to all members along with the summons.