Inability to act and absence are the formal terms with which the absence of a director is referred to. These terms are not used daily but are set out in the
articles of association
A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
» Meer over articles of association Articles of Association. The enterprise must have arranged the replacement in the event of inability to act or absence.
In the event of absence the director no longer holds office (retired from office). The cause of this can vary from death to dismissal or resigning. In the event of absence there is therefore a job vacancy for the board position.
Inability to act concerns the temporary impossibility on the part of a director to exercise his duties. The cause can be sickness, suspension or absence for other reasons. However, the director still holds office and forms part of the board.