Introduction
The foundation (stichting) and the association (vereniging) are legal persons without shareholders, which means conflicts run differently than in a private limited company (BV). There is no general meeting of shareholders to correct the board, so the law and sometimes the court step in. Disputes usually concern the removal of a director, the validity of resolutions, and the supervision of the board and the liability of directors.
Removal of a director by the court (Section 2:298 DCC)
A director of a foundation can be removed by the district court at the request of an interested party or the public prosecutor (Section 2:298 of the Dutch Civil Code, DCC). Since the Management and Supervision of Legal Persons Act (WBTR) the grounds have been broadened: alongside acting contrary to the law or the articles and financial mismanagement, there are now also neglect of duties, other weighty reasons, and a fundamental change of circumstances on the basis of which the continuation of the directorship cannot reasonably be tolerated. The bar remains high nonetheless: not every difference of opinion justifies removal. After removal the court can fill the vacant position (Section 2:299 DCC).
Void and voidable resolutions
Resolutions of the board or another body can be void for conflict with the law or the articles (Section 2:14 DCC), or voidable for conflict with reasonableness and fairness or with the rules on how they came about (Section 2:15 DCC). A resolution to amend the articles, too, can be challenged this way for conflict with reasonableness and fairness (Supreme Court 21 February 2020, ECLI:NL:HR:2020:319). A party challenging a resolution must watch the competence of the body, the majority and quorum requirements in the articles, and the time limit for annulment; the court can moreover deny an annulment its effect in whole or in part.
Governance, supervision and liability (WBTR)
Since the Management and Supervision of Legal Persons Act (WBTR), foundations and associations are subject to tightened rules on the performance of duties by directors and supervisors, on conflicts of interest and on liability. A supervisory board can be established in the articles. A foundation director too is personally liable for improper performance of duties where they can be seriously blamed (Section 2:9 DCC), as the Supreme Court confirmed in a case on the liability of a foundation director and the extent of the resulting loss (Supreme Court 1 April 2016, ECLI:NL:HR:2016:540). Directors must act in the interest of the legal person and its associated organisation.
What decides the outcome
The outcome is determined by the articles, the seriousness of the blame directed at the director, and compliance with the formal rules on decision-making. A party seeking a director's removal must make out a weighty reason or neglect of duties; a party challenging a resolution must sharply identify the defects in how it came about and observe the time limit for annulment.