Important information for directors of franchisees associations: Online meetings and decision-making in times of corona – dated April 10, 2020 – mr. J. Strong
Important Information for Directors of Franchise Associations.
Meeting online and making decisions in times of corona
We hereby inform you about the measures taken by the government
to be able to perform your board duties properly during this corona crisis
to fulfill. The House of Representatives is expected to make a decision next week
take temporary measures for this purpose. For brevity
may i refer you to the link below.
https://www.tweedekamer.nl/debat_en_meeting/committee meetings/details?id=2020A01589
This emergency law contains provisions which, in short, come down to this
that also without physically meeting within the association structure
valid decisions can be made. In Article 6 of the emergency law
is this arranged for associations. It is also made possible in this
without physical access for members to attend general meetings
keep electronic away. Even if this is not regulated in the articles of association.
There are some requirements for this.
-
Members are in the
given the opportunity to ask questions in writing/electronically about
the subjects stated in the convocation/agenda. -
These questions will be addressed during the meeting and the answers
must be made available to members electronically. -
Boards should make an effort to also attend the meeting
provide the opportunity to ask questions electronically. -
If there is nevertheless a deviation from the above under
sub 2 and 3, it has no consequences for the legal validity
of decision-making in the ALV. -
Finally, electronic voting is also possible, even if this is done in the
statutes has not (yet) been arranged.
This resolves the impasse that has arisen because
boards on the one hand have a statutory obligation to at least once
to hold an annual general meeting of members, but on the other hand now physically
can’t get together.
It is especially important in these times of crisis that boards collectively cooperate
both the franchisor and the constituency remain in consultation and for that much
agreements may have to be made at a collective level to
meeting the interests of franchisees, compensation, at least
a different interpretation of the franchise formula.
If you have any questions about how you can do this as a board
acting, you can of course contact us.
mr. J. Sterk – franchise lawyer
Ludwig & Van Dam Franchise attorneys, franchise legal advice. Do you want to respond? Go to strong@ludwigvandam.nl
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