Statuten/Reglement FAQ (en)
- This page is not yet finished. Please check the Dutch page for more questions and answers. Be bold, and translate.
- While reading this, please remember that this is just a (not even proofread) translation of a Dutch series of Q&A. Please try to remember that it is very well possible that misunderstandings come up because of not-correct translations. If you doubt somehow,be bold to ask on the talkpage. If you know Dutch, it would be appreciated if you check with the Dutch original, and see if there are mistakes in the translation.
|Please put your remarks/questions who are not yet answered on the talkpage. Gelieve |
This page will give an overview of the frequently asked questions regarding the statutes and by-laws of the Vereniging Wikimedia Nederland and the Stichting Wikimedia Nederland. When both legal entities are meant, Wikimedia Nederland is used as a designation.
Questions regarding the difference between VWN and SWN
- What is the difference between a Dutch vereniging (association) and a Dutch stichting (foundation) in general?
- Please see for this question: Overeenkomsten/verschillen Stichting/Vereniging (in Dutch).
- The highest body of a vereniging is the Algemene Leden Vergadering (ALV, in English: general assemblee). I.e. the members. Regarding VWN is that not the same as the Wikip(m)edians.
- The highest body of a stichting is the board.
- Is a vereniging more democratic as a stichting?
- It depends on the point of view. Seen from the members, a vereniging is democratic. But if the vereniging for instance as well the interests of non-members serves, it is from the point of view of those non-members for that reason not democratic. The members do have at the end the final responsibility regarding the policy that will be followed by the vereniging. They could prevail their own interests above the general.
- There do also exist verenigingen when through all kind of constructions the members do have no al almost no influence on the policy followed by the board. The ANWB is an example of that.
- A stichting does not know democracy per definition. But there will neither be a limited group of people with some interest, who could force it's own interests. How far a stichting will succeed in forfilling her objectives in the most general way of the word, will be very dependant of the comp[osition of the board and it's ability to keep the general interest in mind.
- Why have both a vereniging and a stichting been founded?
- See for the moment this answer (Dutch) in the Kroeg (village pump). Unfortunately it has not been translated (yet?). At the end, this explanation will get it's own page on this wiki.
- Who can found a vereniging or a stichting?
- Every natural person can found a stichting. For a vereniging will two or more natural persons be needed. Only when the stichting or vereniging has been founded by notarial deed and has been registered at the Kamer van Koophandel (Chamber of Commerce), some of the given answer will apply. (especially regarding the (legal) liability.
- What is the formal relation between VWN and SWN?
- The statutes of SWN state that the Algemene LedenVergadering of VWN had the right to nominate one boardmember of SWN.
- Who can alter the statutes or the by-laws?
- Regarding VWN it is the ALV (for the statutes a qualified majority)
- Regarding SWN it is the board (for the statutes a qualified majority)
- Where do i find the statutes and by-laws?
- See here for an overview.
- Is the situation regarding the legal persons compareble with those in other countries?
- Absolutely not. The Wikimedia Foundation Incorporated is for instance a stichting (foundation), but knows membership. That is in the Netherlands impossible.
Questions regarding the legal liability
- For what can a vereniging or stichting been hold legal responsible as a legal person?
- Just for irregular acting by the vereniging or stichting as a legal person.
- Can a member of the board been held responsible personally?
- With a vereniging who has not been founded by notarial deed or who is not registered at the Chamber of Commerce it is possible, even while such a club can handle as a vereniging.
- A stichting who calls itself a stichting, but who had not been legally founded is no stichting as meant by law. Another party who wants to hold this non-existing stichting responsible, shall be forced to address itself to the individual members of the board à titre personelle.
- However there is only one party who can in both cases hold the induvidual boardmembers responsible. That is the fiscus (inland revenue).
- What if a member of the board acts irregularily to the legal person of whom he is member of the board?
- In that case the vereniging or stichting will have to take legal action to the mala fide member of the board.So when a member of the board enters into an engagement on behalf of the legal person with a third party, that engagement will be binding to the legal person, except when the statutes show that the member of the board was not allowed to act alone. In that case the legal person can appeal to the statutes, and the representationauthority as registered at the Chamber of Commerce. Eventual damage shall have to been recoverd from the induvidual member of the board.
- Can VWN and/or SWN exert or force an influence on projects like Wikipedia?
- As long as VWN and/or SWN does not have a demonstrable disposal which she got legally and which offers the the possibility to exert actually that influence, such as domainnames or servers, it is not possible.
- Can the board or a single member of that board of one of these institutions been forced by a legal sentence to this?
- No, however it is theoreticly not totally impossible that a judge will come to another judgment in a concrete case.
- Only the legal person as such could be forced to such a thing (where at the Stichting the Board and legal person are theoraticly two things, but are in practice the same), But given the fact that the legal person has no possibilities to exert that influence, the case will probably be dismissed.
Questions regarding the objectives
- What is the goal of the statutairy objectives?
- The statutairy obectives serve two goals:
- To tell the outer world what objectives the legal person tries to fulfill.
- To determine during the liquidation an destination when there might be a possitive balance.
- Because the statutes are in principle for eternity, it is common to specify the statutaire objectives not too much.
- In other countries the legal persons do have other uses. The Germand Wikimedia Deutschland - Gesellschaft zur Förderung Freien Wissens for instance, has very detailed objectives. See also their statutes and those of statuten Wikimédia France.
- Why are the objectives of VWN and SWN in detail different?
- Compared to VWN the objectives of SWN are broader.
- So is to perform all other acts that may be related or be supportive to abovementioned objectives. (term 1.c) added to the objectives of SWN. That offers the possibility to be active with projects who are not within the traditional Wikimedia projects.
- The addition in article 2, term 3 of the statutes of VWN (The association neither has any power, nor assumes any responsibility, for the information as meant by article 2.1.a., neither to the content thereof, nor to the way this content is being acquired and processed.) has in fact no legal relevance, because it is no objective.
- It has been put there to, in case a third party would address VWN about an issue regarding for instance Wikipedia, declare already in the first stage the case as non susceptible. If that third party wouldn't be content with that, and take further legal stept, they will get stuck as explaned above. (Questions regarding legal liability)