A COMMENTARY ON THE COURT OF APPEAL OF GUIMARÃES. DECISION OF THE 7 TH OF MAY OF 2013

Abstract

This commentary addresses the issue of whether a resolution passed at a general meeting of a charitable organization violates a statutory rule (mirrored in the articles of association) forbidding the re-election of members to the board of
directors and supervisory committee for more than two consecutive terms, unless the meeting specifically recognizes that the replacement is not possible or else is inconvenient. The court decided that such resolution was valid, but given the
circumstances we question this assessment. And although the court discarded them, we also analyse the possible existence of other motives for considering the resolution void (voting member’s conflict of interests and irregularities of the
notice).