What are the essential bodies of an NPO?

Non-profit organisations (NPOs) play a vital role in society by promoting social, cultural, educational, or environmental causes, among others. To ensure the proper functioning and sustainability of these structures, the establishment of effective bodies is mandatory. This article looks at the different bodies required by law when creating an NPO.

The General Assembly (GA)

📌 Composition and Members

• The General Assembly must consist of at least two effective members. The initial members are the founders, and new members may be admitted over time. 
• These can be individuals or legal entities, with no restrictions on nationality or residence.

✅ Role and Powers

• The GA is responsible for setting the broad directions of the organisation and validating the work of the Administrative Body (AB). This primarily involves defining a budget and, in subsequent years, approving the accounts and granting discharge to the AB. 
• The GA has authority over:
  • Amending the articles of association.
  • Appointing and dismissing directors and determining their remuneration (if applicable).
  • Appointing and dismissing statutory auditors and setting their remuneration (mandatory for large NPOs).
  • Granting discharge to directors and, where applicable, statutory auditors.
  • Approving annual accounts and budgets.
  • Excluding members.
  • Dissolving the organisation.
  • Transforming the NPO into an International Non-Profit Organisation (INPO), a cooperative society approved as a social enterprise, or an approved cooperative society and social enterprise.
  • All other cases stipulated by law or the articles of association.

⏳ Frequency of Meetings

At least one ordinary meeting per year is required. However, it is recommended to hold two GAs annually: one at the beginning of the year to set a provisional budget and another in June to approve accounts, grant discharge, and adopt the final budget.

The Administrative Body (AB)

👥 Composition and Appointment

• The AB must consist of at least three directors (or two if there are only two effective members). 
• Elected by the GA. 
• Their role includes managing (e.g., financial management aligned with the budget approved by the GA, compliance with legal obligations, human resources management, fundraising, communication) and representing the NPO (e.g., signing authority).

The AB may choose to delegate specific tasks among its directors or even assign certain responsibilities to third parties. Positions such as chairperson, vice-chair(s), secretary, and treasurer may also be appointed within the AB; however, these roles are not mandatory.

✅ Role and Responsibilities

• Role: The AB manages the NPO within the framework established by the GA (primarily through the budget) and represents the organisation.
• Its responsibilities include: 
  • Keeping an up-to-date register of effective members.
  • Convening the GA as required by law or at the request of at least 1/5 of members.
  • Including any proposals signed by at least 1/20 of members on the GA agenda.
  • Submitting annual accounts for the past financial year and a budget for the upcoming year to the GA.
  • Filing annual accounts with either the National Bank of Belgium or the Registrar of the Commercial Court (for small NPOs) within 30 days of their approval by the GA.
  • Providing statutory auditors with all requested documents necessary for their duties.
  • Allowing members access to various documents related to the NPO.
  • Making decisions required for organising activities.
  • Changing the registered office within the same language region unless otherwise specified in the articles of association.
  • Managing all aspects of the organisation: finances, human resources, communication, etc.

⏳ Frequency of Meetings

The AB meets as often as necessary. The frequency depends on factors such as the nature of the organisation, its needs, and its level of activity.

The Daily Management Body

👥 Composition

• One or more representatives may be appointed to handle daily management tasks. 
• The terms governing this delegation must be specified in the articles of association before formally appointing individuals to fulfil this role.

✅ Role and Responsibilities

• In legal terms, daily management encompasses acts and decisions that do not exceed routine operational needs or those that—due to their minor significance or urgency—do not require intervention from the AB.

📌 Note: It is important to remember that each NPO's articles of association may differ. The General Assembly, Administrative Body, and daily management play essential roles in governing and managing NPOs, ensuring they achieve their missions and objectives.