What duties do board members of associations have and how are they liable for breaches?
November 8, 2023 | 50,00 EUR | answered by Emilia Vöss
Dear lawyer specializing in association law,
I hope you can help me with my concerns. I am a member of an association and recently took over the position of chairman. Since I am not very familiar with the legal aspects of associations, I have some questions regarding the duties of association board members and their liability in case of violations.
I would like to know what specific duties a board member of an association has and how they can best fulfill them. I am worried that I may be violating the law or not fulfilling my duties adequately. How can I ensure that I properly fulfill my responsibilities as a board member and avoid legal issues?
Furthermore, I am interested in knowing to what extent I could be personally liable as a board member if there are violations of laws or articles of association. What would be the consequences of such liability for me and how can I protect myself as a board member?
I would be very grateful if you could provide me with a comprehensive answer to my questions. I want to ensure that I fulfill my role as a board member to the best of my abilities and avoid legal risks.
Thank you in advance for your help.
Sincerely,
Isabel Krebs
Dear Mrs. Krebs,
Thank you for your inquiry regarding your role as a board member of an association and the associated legal duties and liability issues. It is understandable that you are concerned about how to fulfill your duties as a board member properly without violating applicable laws.
First and foremost, I would like to point out that the specific duties of a board member are primarily defined in the association's articles of incorporation. Therefore, it is important for you to familiarize yourself with the articles of incorporation and understand the tasks and responsibilities of the board outlined there. Typical duties of a board member include managing the affairs of the association, representing the association externally, preparing the annual financial statements, and convening general meetings of the members.
To ensure that you fulfill your duties as a board member properly, I recommend holding regular board meetings where important decisions can be made and tasks can be assigned. Carefully document all decisions and written agreements to be able to prove in case of disputes that you have acted to the best of your knowledge and belief.
Regarding personal liability, board members are generally liable for damages they cause intentionally or through gross negligence. This means that you could be personally liable if you grossly negligently violate your duties as a board member and thereby cause harm to the association. To protect yourself from such liability, always act in the best interest of the association, obtain all relevant information, and seek legal advice if in doubt.
It is also advisable to take out Directors and Officers Liability Insurance (D&O Insurance), which can protect you as a board member from personal liability. In the event of liability claims, this insurance covers the costs of legal defense and compensation.
I hope that this information is helpful to you and supports you in fulfilling your role as a board member to the best of your ability and avoiding legal risks. If you have any further questions, please do not hesitate to contact me.
Best regards,
Emilia Vöss, Lawyer specializing in association law
