What legal obligations do I have as a board member of an association?
March 28, 2024 | 40,00 EUR | answered by Emilia Vöss
Dear lawyer specializing in association law,
My name is Lukas Peters and I have been the chairman of a non-profit association for some time now. Recently, I have had some questions regarding my legal duties as chairman that I would like to discuss with you.
The situation is as follows: Our association aims to promote and support social projects in our community. As chairman, I am responsible for the management and representation of the association externally. I have already made some decisions that are of great importance for the association and its members.
My main concern is to ensure that I fulfill my legal duties as chairman correctly and do not take any risks that could potentially put the association or myself in trouble. Therefore, I am worried about possible liability risks and would like to know what specific duties I have to fulfill as chairman.
My question to you is: What legal obligations do I have to fulfill as chairman of an association, especially in terms of fulfilling my tasks, liability, and compliance with legal regulations? Are there specific rules that I, as chairman, must adhere to in order to fulfill my legal duties and minimize potential risks?
I would greatly appreciate it if you could assist me in this matter, in order to fulfill my duties as chairman and successfully lead the association.
Sincerely,
Lukas Peters
Dear Mr. Peters,
Thank you for your inquiry regarding your legal obligations as a board member of a non-profit organization. As an attorney specializing in association law, I would be happy to assist you and provide an overview of the most important legal duties of a board member.
First and foremost, it is important to emphasize that board members of an organization are obligated under § 26 of the German Civil Code (BGB) to conduct the affairs of the organization with the care of a prudent businessman. This means that as a board member, you must carry out your duties conscientiously and responsibly. You should always act in the best interest of the organization and keep the articles of association and the goals of the organization in mind.
Furthermore, as a board member, you have the duty to represent the organization externally. This means that you can represent the organization in legal matters and enter into contracts on behalf of the organization. You should be careful not to exceed your power of representation and only enter into contracts that are in the organization's best interest.
Another important aspect is the liability of board members. According to § 31 of the BGB, board members are personally liable for damages that they cause intentionally or negligently. It is therefore important that you fulfill your duties diligently and do not commit any breaches of duty that could harm the organization. To minimize your liability risk, you should stay informed about the organization's affairs, adhere to the decisions of the organization, and avoid any illegal actions.
Additionally, you should ensure that the organization complies with all legal regulations applicable to non-profit organizations. This includes, among other things, paying taxes, maintaining proper accounting records, and adhering to the purposes stated in the articles of association. It is advisable to stay informed about current legal regulations and seek legal advice if necessary.
Overall, it is important that you take your legal duties as a board member seriously and fulfill them diligently. Only in this way can you successfully lead the organization and minimize potential risks. If you have any further questions or need legal advice, please do not hesitate to contact me.
Sincerely,
Emilia Vöss
Attorney specializing in association law
