Roles within the non-profit or­gan­i­sa­tion (vzw)

The working members or members who attend the general assembly ('Algemene Vergadering') can be regarded as the ‘elders’ of the organisation.

What is the general assembly? 
It's the decision-making and controlling body of the organisation.

What does it do?

• Appoint and dismiss directors,
• approve the annual financial statement and budget,
• approve the annual financial statement for the previous year,
• discharge directors (kwijting geven), which means that the general assembly officially approves what the directors have done over the past year and do not retract this decision later,
• make changes to the articles of association,
• dissolve the vzw or turn it into a different type of legal entity,
• all the other activities that the general assembly must do according to the law or articles of association.

How often is the assembly held? 
At least once a year (to approve the annual financial statement and budget).

How many people are included? 
Since 2019, the general assembly may include the same number of people as the total number of directors, with a minimum of 2 persons. However, Danspunt recommends that you have more people in your general assembly than the directors. This has to do with control and good governance.

How does the general assembly work? 
The articles of association (and sometimes the house rules) of your organisation explain how you join or leave the general assembly, what its composition must be, what its powers are, how it is convened and so on.

Publication? 
You need to keep a list of the names of working members of the general assembly in a membership register ('ledenregister') at your organisation’s registered office.
You do not need to inform the government of any changes, but you do need to ensure they are recorded correctly in the register. This is an example of a membership register.

Non-profit organisations can also appoint executive managers (dagelijks bestuur). Larger non-profit organisations often have someone who is responsible for day-to-day management as the business manager or managing director. They are often an employee of the organisation who is not a director or member of the general assembly.

Although they are not a director, the organisation’s articles of association often give the executive manager a mandate to represent the organisation. This makes it easier for them to deal with the daily business of the organisation (e.g. making payments, signing contracts, etc.) without needing to involve all the directors every time.

A clear and healthy relationship between your general assembly, directors, employees and other stakeholders (i.e. volunteers, etc.) is very important for a non-profit organisation. Even in a small non-profit organisation run among friends.

But what does ‘healthy’ mean? The principles of good governance form a useful guideline here. You can read about them at length in the Code for Cultural Governance, a joint project between the University of Antwerp, Cultuurloket and deBuren (in Dutch).

The code consists of eight principles: 

1. The organisation makes its mission explicit to create, transmit and/or uphold cultural values;
2. The organisation applies the principles of the Cultural Governance Code, in proportion to its size and maturity, and periodically explains how it has done so. The organisation follows up on the recommendations, but can deviate from them with good reason; 
3. The directors and management act with integrity and in the interests of the organisation;
4. The directors and management are aware of their own role and the division of tasks, responsibilities and powers between them, and they act accordingly;
5. The directors fulfil their monitoring, advising and strategic role, and their task as an employer, in a professional, constructively critical and independent manner, and safeguard substantial and/or artistic integrity;
6. The directors are a balanced group in a way that guarantees competence and diversity and assumes involvement in the organisation;
7. The directors are responsible and authorised for the general and day-to-day leadership of the organisation, its proper functioning and results; 
8. The directors and management deal with the people and assets of the organisation with care, responsibility and ethics. 

You can continue working on your good governance with this toolbox created by the Fund for Cultural Management at the University of Antwerp (in Dutch).