Appointment of association board without a meeting is null and void

From a recently published verdict of the Rotterdam District Court shows that the appointment of the board of an Owners‘ Association (VvE) must always go through the meeting. If a director appointed himself, or, for example, was registered as a director at the Chamber of Commerce (CoC) with the help of the previous board, that ’appointment" is null and void.

Robert van Ewijk, lawyer specialized in VvE law, explains (with a critical note) the significance of this ruling for practice.

VvE director appointed himself

The dispute arises within a VvE in Rotterdam. The first floor of the building, consisting of two stores, is owned by one person. His son owns two of the apartments above. Father and son together have the majority of votes. In this way, they determine everything within the CoE. The other owners look on in disbelief. This is not only because they do not have a casting vote. The fact that father and son have successively acted as directors of the O.A.E. is also influential. However, this was not based on an official meeting resolution.

Appointment of VvE board without resolution of the meeting

In this way, the other owners were sidelined. Father and son appointed each other as directors. They did so by simply registering each other as such in the Commercial Register of the Chamber of Commerce. Subsequently, they also behaved as directors for years. The other owners no longer put up with this and therefore started a lawsuit against the VvE. Among other things, they asked for a declaration that the appointment of the board is null and void and for a replacement authorisation to grant the appointment of another board.

No resolution? No VvE board!

The VvE cannot prove when the VvE meeting decided to appoint father and son as directors of the VvE. The subdistrict court therefore concludes that the gentlemen were not validly appointed as directors. Therefore, the subdistrict court rules that their appointment is null and void.

Appointment VvE board often goes informal

The VvE's subdivision deed states that the board must be appointed by the meeting. Therefore, this is an obvious ruling by the subdistrict court. Nevertheless, the ruling is of great practical importance. This is because it often happens that directors are appointed informally. For example, when a director sells his apartment and registers his buyer as successor director with the Chamber of Commerce. It also happens that the person who registers the BoE at the Chamber of Commerce for the first time also registers himself as a director.

Action against self-appointed association board is possible

In many cases this does not lead to problems and the informally appointed board is also seen as such by the other members. However, in the event that the other owners do not agree, the recent ruling of the Rotterdam District Court provides good guidance on how to still and retroactively act against the ‘appointment’ of the board.

Substitute authorization to appoint new board?

Less obvious was the substitute authorization given by the district judge to appoint a new board. The law opens in article 5:121 BW the possibility of requesting a substitute authorization in the event that an apartment owner is denied permission to (a) perform an act relating to common parts or (b) perform an act relating to the use, management and maintenance of the private parts.

Proper basis for appointment of VvE board after court proceedings

Thus, for the appointment of a VvE board, Article 5:121 BW does not provide an opening. Recently (in September 2025) the Hague Court of Appeal that although allowed, but in my opinion, his reasoning is flawed. That is what this blog. The district judge in the case I am discussing here obviously did not know of that ruling at the time. All the more remarkable, in my opinion, that it granted the requested substitute authorization. In a discussion of the legality of an appointment to the board and whether it followed the rules in the past, I find this a curious ‘move. The requested authorization should have been rejected, just as the Limburg court did several years ago in a similar dispute.

In turn, the subdistrict court does not grant the requested permission to register the new director with the Chamber of Commerce, since “not stated [is] on the basis of which the district judge has that power”.

“2.28. The applicants are also asking for authorization for Muneris to register with the Chamber of Commerce as a director of the VvE. They have not argued on what basis the district judge has that authority. That request is therefore denied.”

Requesters should make the appropriate demand or request

Of course, it starts with the fact that the applicants would have been better off (for example) requesting that the VvE (or the ‘old board’) be ordered to tolerate the registration of the new board with the Chamber of Commerce and/or that the ‘old board’ be ordered to lend their cooperation to this. But if the Subdistrict Court is taking a ‘practical’ approach to the application of Section 5:121 of the DCC, possibly to help the community, then in my opinion it would have been obvious to also deal creatively with the owners' desire to be able to register the new board with the Chamber of Commerce.

No substitute authorization, but then what?

The question of how a new board should have been appointed depends, among other things, on the contents of the division deed. We could, for example, look at what the deed of division stipulates about the possibility for non-management board members to organize a meeting. In addition, we could look at what the deed stipulates about the voting rights of owners when they are voted on personally. Perhaps that is excluded by the deed if they stand for election as directors.

Lawyer in dispute over VvE board appointment

The members of the CoE could additionally ask the court to make provisions for a meeting. For example, by excluding the voting rights of certain owners to certain resolutions on the basis of reasonableness and fairness. However, applying the doctrine of substitute authorization is not the correct route. What then is the correct route depends on the specific situation. The HOA lawyer of Lexys Lawyers can help you determine the right strategy.