Founders
Founders or founding members are those who approve the establishment of a vzw. The founding members can also be other legal entities, e.g. other vzw’s.
The founders appoint the first General Assembly (Algemene Vergadering) and the board. Often the founders become members of the General Assembly.
General Assembly (Algemene Vergadering)
The working members or members who attend the General Assembly (Algemene Vergadering) can be regarded as the ‘elders’ of the association.
What is it? The decision-making and controlling body of the organisation
What do they do?
- appoint and remove directors (board members)
- approve the annual accounts (jaarrekening)
- approve the annual budget (begroting)
- discharge directors (kwijting)
- change accounts (statuten)
- dissolve the vzw or change it in a different kind of legal entity
- all other cases the law or the accounts demand it
How often do they meet? Minimum once per year, to approve the annual accounts and budget.
How many people are there? Since 2019 the General Assembly can have the same amount of persons as the Board, with a minimum of 2 persons.
Danspunt reccommends you to have more people in your General Assembly than the board, in the frame of Good Governance (see below).
How do you hold a General Meeting? The articles (and sometimes in the internal rules) of your vzw describe how you are able to enter the General Assembly, how it is composed, how a meeting is called, …
Publication? You maintain a list of names of members in the membership record (ledenregister) where the vzw is registered. Changes do not need to be communicated to the government, but updated in the record. This is an example of such a membership record (ledenregister).
Read more about the General Assembly at Cultuurloket (in Dutch)*
* NOTE: at the time of the publication of this page, the website of Cultuurloket was not yet adapted to the new vzw-legislation. Keep this in mind!
The board (het bestuur)
The board makes sure the vzw functions properly. The board members are also called ‘directors’ (bestuurders).
What is it? The ‘executive body’ of the organization, subordinate to the General Assembly.
What do they do?
- Internally: the Board is responsible for the vzw and makes sure that the organisation runs properly.
- Externally: the Board can represent the vzw, sign contracts, have access to the bank accounts, …
How often do they meet? As often as necessary but at least once a year to prepare for the General Meeting (where the accounts and budgets are approved).
How many of them do there have to be? The absolute minimum is two. They can also be members of the General Assembly, but that is not compulsory.
Who appoints them or removes them? The General Assembly appoints the directors.
How do they do it? The Board is in principle a ‘collegial body’ that takes collective decisions. Dividing tasks between the chairperson (voorzitter), treasurer (penningmeester) and secretary (secretary) may be useful but is not obligatory.
Publication? The names and details of the board members are recorded and published in the Belgisch Staatsblad.
Do you want to pay board members for services for the vzw? Pay attention! Read our page about paying board members (only in Dutch for now).
Read more about the Board at Cultuuroket (in Dutch)*
* NOTE: at the time of the publication of this page, the website of Cultuurloket was not yet adapted to the new vzw-legislation. Keep this in mind!
Executive management (dagelijks bestuur)
As a vzw you can also appoint Executive Management (dagelijks bestuur). Larger vzw’s often have a person who is responsible for the everyday management such as an executive manager or director. That person is often a staff member of the vzw who is not a member of the Board or the General Assembly. The Board is responsible for appointing this manager or managers.
Although he or she is not a Board member, the accounts of the vzw often give the executive manager or director the mandate to represent the vzw. This allows him or her to manage the organisation (make payments, sign contracts, …) without needing to consult the whole board.
Joined members
Joined members (toegetreden leden) of your vzw are people who are member of your vzw, e.g. people who follow your dance classes or volunteers. They don’t have an official function in the organs of the vzw. Don’t confuse the term with the “working members” (= General Assembly).
Good cultural governance
A healthy and clear relation between your General Assembly, board, team and other stakeholders (employees, volunteers, …) is very important for a vzw. Even if you run a small vzw amongst friends.
But what is ‘healthy’? We recommend teh guidelines called the principles of “Good cultural governance”.
Five principles are of particular importance:
- The management bodies have clearly defined roles and authority.
- The management bodies give account to each other in accordance with the principle of ‘checks and balances’.
- Management bodies are transparent and keep each other up to date about what they do.
- The composition of the management bodies (i.e. who are members of them) is decided carefully.
- The management bodies maintain a clear relationship with internal and external stakeholders (volunteers, members who have joined, etc.).
The Fonds voor Cultuurmanagement of the University of Antwerp created a clear checklist with 23 principles of good cultural governance (in Dutch). A must for good governance for every association!
If you want to read more, check the publication Leidraad voor cultural governance.
More information or advice?
Contact Danspunt