The provisions below are examples of what you could include in board regulations. Board regulations are not subject to any formal requirements, so in principle you can decide whatever you want (as long as it does not conflict with the articles of incorporation or with the law). See also this page: Board regulations ('bestuursreglement')
Board regulations Stichting XXX
Preamble
These board regulations have been adopted by the Board of the Stichting XXX and supplements the deed of incorporation of the foundation. In the event of a conflict between these regulations and the deed of incorporation, the deed of incorporation of the foundation shall prevail.
Article 1: Authority of representation
The foundation is represented in accordance with the provisions of the Articles of Incorporation and these regulations.
For financial legal transactions with a value up to and including €5,000, one director has independent authorityto represent the foundation (in accordance with article XXX of the articles of incorporation).
For financial transactions with a value exceeding €5,000, the joint signature of two directors is required. Neither director may act contrary to an express resolution of the board in doing so.
The threshold of €5,000 applies per individual legal transaction . It is not permitted to artificially split a legal transaction in order to circumvent the threshold.
For the assessment of whether the threshold is exceeded, the total (expected) value of the legal transaction is taken into account, including VAT and any options or extensions.
Article 2: Decision-making
The board may make decisions outside of a meeting in accordance with Article XXX of the articles of association. Decision-making outside of a meeting shall always take place in writing (including by email or via a digital collaboration platform), provided that all board members have been given the opportunity to cast their vote and none of them objects to this method of decision-making.
Decisions are recorded in the register of decisions in Asana, stating the date, subject, voting ratio, and any considerations.
Decisions in the decision register are in principle transparentlyaccessible to the entire organization, unless there are good reasons not to do so (e.g. because they contain sensitive data about colleagues).
Article 3 – Entry into force and amendment
These regulations enter into force on the date of adoption by the board.
The regulations may be amended or repealed exclusively by a decision of the board, adopted with the unanimous consent of all serving directors.
Amendments enter into force on the date stated in the amending decree, or failing that, on the date of the decree.
Adopted by the Board of the Foundationon DD-MM-YYYY: