Board Member Terms: What You Need to Know

Questioner

We have a Foundation for Support. My question is how long is the term of office of the board members. There is nothing about this in the statutes.

Lawyer

By law, it is mandatory to include in the articles of association the manner in which directors are appointed and dismissed. Furthermore, the law says nothing about the terms of office of directors. The notary who grants the deed must also check whether this is stated. So it should not be possible that nothing is stated in the articles of association. Are you mistaken in having looked in the internal regulations that many foundations also have instead of the articles of association?

Lawyer

Based on article 286 book 2 Civil Code (BW), the articles of association must state how directors are appointed and dismissed. In addition, a director (article 2:298 BW) can be dismissed by the provisional relief judge of the court and suspended pending that investigation. A request to that effect can be made by any interested party. There does NOT have to be a provision in the articles of association regarding a term. In that case, the director is a director until resignation or death.