Those attending the SENSE 2023 Annual General Meeting this March (or reading the 2023 AGM bulletin) may have been surprised to see the announcement that the organization’s Executive Committee (EC) was being pared down to five (Chair, Treasurer, Secretary, and two Members-at-large) from eight members, with five former EC positions now designated as Team Leaders (Content Manager, Web Manager, Social Media Coordinator, SIG & Social Events Coordinator, and Continuing Professional Development Coordinator).

This change was not some draconian power grab but a move to allow the EC to focus on strategy while the Team Leaders (TLs) can focus on their respective tasks without the need to attend too many meetings, and also to better shield individual members from liability, in line with a new (well, from 2019) act called the Wet Bestuur en Toezicht Rechtspersonen (WBTR).

Compliance with the act was brought up at the 2022 AGM as well. The act applies to all associations with members (verenigingen) such as SENSE and to foundations without members (stichtingen). The WBTR’s general aim is to ensure good governance, better defined as having things run cleanly and with a minimal risk of conflict of interest and liability. The new legislation defines executive and supervisory tasks in an organization, ensures that there are provisions for dealing with EC members who can no longer serve due to illness for example, and offers a template for organizations to clarify the roles and tasks of EC members.

Under the new act, personal liability of EC members has been expanded in cases of serious maladministration, such as improper filing of accounting documents or entering into agreements that cannot be fulfilled. There is also more clarity around what constitutes individual versus group liability. In this regard, liability of SENSE has not been changed by the act, but only personal liability in case of maladministration.

What kind of liability could EC members of an organization like SENSE face? The example from last year’s meeting was a theoretical Treasurer running off with a large sum of money. Would the WBTR apply in this case? Yes, if the EC does not have clear rules and guidelines in place that would prevent the Treasurer from doing something like this, then EC members could potentially be held liable.

The WBTR also includes new rules about what to do in the event of an EC member’s absence and explicitly forbids EC members from participating in meetings or voting on issues in which they have a conflict of interest.

The EC is currently composing governance guidelines that will apply to EC members. They are also in the process of identifying the parts of the SENSE Constitution that will need to be adapted to bring them in line with the new legislation. Once complete, a draft of the updated Constitution will then be shared with SENSE members for discussion and eventually approved by the membership at a General Meeting.

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Acknowledgement
Special thanks to the following contributors: Hans van Bemmelen, Sally Hill, Samuel Murray, Margreet de Roo, Curtis Barrett and Paula Arellano Geoffroy.