Can an organization act without a board of directors, and what are the consequences of that?
September 12, 2022 | 40,00 EUR | answered by Emilia Vöss
Dear lawyer,
I am reaching out to you as a member of an association with an urgent question. Some time ago, the board of our association resigned and a new board has not been elected yet. Now I am wondering if the association can still operate without a board and what consequences this could have for us as members.
The current situation is concerning to me, as important decisions need to be made that cannot be done without a functioning board. We are faced with the challenge of organizing events, managing finances, and entering into contracts, tasks that would normally fall under the responsibility of the board.
Therefore, I am questioning if the association is legally able to operate without a board and if this could potentially lead to legal problems. Are there specific regulations or laws that govern how an association can act in such a situation? What options do we as members have to ensure the association's functionality and what steps should we take to find a lawful solution?
I appreciate your support in advance and look forward to your expert advice on this matter.
Sincerely,
Thomas Hering
Dear Mr. Hering,
Thank you for your inquiry regarding the legal situation of a club without a board. This situation can indeed lead to uncertainties and problems, as the board of a club is usually responsible for important decisions and actions. However, even without a functioning board, a club can still act legally if certain requirements are met.
According to § 26 of the Civil Code (BGB), a club is generally represented by its board. However, if there is no board, the members can appoint an interim board in a general meeting to ensure the club's ability to act. This interim board then has the same powers and duties as a regularly elected board and can therefore manage the club's ongoing affairs.
It is important for the members to convene a general meeting promptly to elect a new board and thus regulate the legal representation of the club. In the meantime, the interim board can serve as a temporary solution. It is advisable to explicitly mention the election of a new board in the invitation to the general meeting to ensure that the club's ability to act is restored as quickly as possible.
If the club acts without a board and enters into contracts or makes other important decisions that would normally require the board's approval, this could lead to legal problems. There is a risk that such actions may be challenged and, in the worst case, trigger the liability of the club members.
It is therefore advisable for the members to take action and work towards electing a new board. As a lawyer specializing in club law, I strongly advise you to comply with legal requirements and promptly restore the club's ability to act. If you have any further questions or need assistance, I am at your disposal.
Best regards,
Emilia Vöss
