Constitution and Articles of Association amended

New versions effective since 29 July 2024

Man examines terms on paper with a magnifying glass

SIDN's Constitution and the Articles of Association of its subsidiary companies have been amended. Most of the changes are legal technicalities, intended to improve alignment with the new Management and Supervision of Legal Entities Act. A small number of substantive changes have been made as well. However, the purpose and objectives of SIDN and its subsidiaries remain exactly as before, and the rights of .nl registrars are entirely unchanged. Details of the changes are given below.

Relevant substantive changes

Constitution of the Foundation for Internet Domain Registration in the Netherlands

  1. The Constitution now states that SIDN's Executive Board must have at least 2 members, but no more than 3 (Article 15, clause 1).

  2. The Constitution now states that SIDN must have a remuneration policy for Executive Board members, defined by the Supervisory Board (article 16).

  3. The rules on conflicts of interest involving Supervisory Board members and Executive Board members have been tightened up (article 9, clauses 6, 14 and 17).

  4. The rules on Executive Board decisions that require prior approval by the Supervisory Board have been amended. The Constitution now includes a general provision giving the Supervisory Board the power to stipulate the types of decision that require such approval (article 21). Inclusion of the more flexible provision means that it's no longer necessary for the types of decision to be listed in the Constitution itself. The list (which had been extended by a previous amendment) has therefore been removed from the Constitution and included in the new Standing Orders of the Executive Board.

  5. The list of circumstances under which membership of the Executive Board will end has been extended (Article 22).

  6. The rules on the terms of office of Supervisory Board members have been changed to allow a member to continue for up to 2 years beyond the normal maximum term of office, if the circumstances are exceptional and compelling reasons exist. Many organisations' constitutions include such provisions, which are used only in exceptional cases. Since the new Constitution took effect, 2 of SIDN's Supervisory Board members' terms of office have been extended under the new rule, by 1 year and 2 years, respectively. The Supervisory Board feared that it would otherwise lose an unsupportable amount of experience and historical knowledge.

View the Constitution of the Foundation for Internet Domain Registration in the Netherlands

Articles of Association of SIDN BV and other subsidiaries

The Articles of Association of the subsidiary companies owned by the Foundation have been fully aligned so that all the companies are covered by identical rules. Various points have also been amended to increase flexibility. Some provisions of the Articles of Association have been extended so that the wording more closely matches that of the Management and Supervision of Legal Entities Act. The intention of such changes is to ensure that the relevant provisions remain valid under the new law.

One substantive change has also been made. As with the Foundation's Constitution, the list of types of decision that require the prior approval of the shareholders has been removed from the Articles of Association and included in the Standing Orders of each company's Executive Board. The lists are identical in all cases. The practical implication of the change is that no SIDN executive at the Foundation or at a subsidiary company can take any of the specified types of decision without the direct or indirect approval of the Foundation's Supervisory Board.

View the Articles of Association of SIDN BV