A guarantee of OAPEN’s independence: we cannot be sold or acquired 

We’ve just published the 2022 stakeholder report for OAPEN (which is a Dutch stichting, or foundation). The financial section of this report is based on the annual accounts for 2022 which have been audited by a registered accountant specialised in Dutch law.

There are two key elements to extract from the annual accounts. Firstly, OAPEN made a surplus of €103,000 and secondly, the OAPEN Board decided to allocate €100,000 of the surplus to a contingency fund. Both elements are in line with the Principles for Open Scholarly Infrastructure (POSI). One principle says: “It is not enough to merely survive, it [the infrastructure] has to be able to adapt and change.” For 2022 the OAPEN Board then decided to follow the principle stating that: “a high priority should be generating a contingency fund that can support a complete, orderly wind down” by adding to its contingency fund most of the surplus, namely €100,000.  Learn more about our POSI self-audit for OAPEN and DOAB.

If OAPEN again manages to create a surplus in 2023, the Board will again have to decide how to make best use of the surplus. The contingency fund is not yet complete, but other investments could also be considered. However, the important point is that any surplus that OAPEN will generate will always be re-invested in OAPEN. This money cannot leave the organisation but can only be used to pursue the mission and the objectives of OAPEN. This follows the Dutch law for foundations.  

You may already be familiar with the American concept of a 501(c) organisation, which is a type of nonprofit organisation that is exempt from some federal income taxes. A Dutch foundation goes much further – it is an autonomous corporate vehicle that has full legal personality. Its main aim is to benefit the foundation’s mission or purpose, and not to create a profit for the founders.  

A Dutch foundation is an independent legal structure, is represented by a Board of Directors (which can be in the form of a Managing Director and a Supervisory Board as is the case for OAPEN), and is not controlled by shareholders, partners, or members. Furthermore, we are a not-for-profit rather than a non-profit because if we operate successfully we may well make a profit (termed a surplus because we are not a commercial organisation), which is then reinvested in our activities. 

A foundation cannot be sold or taken over. This means that OAPEN is guaranteed to remain independent. A foundation can only be dissolved by a decision of the Board. Any credit balance of the dissolved foundation must be used in line with the objectives of the foundation. 

The Articles of Association of a foundation specify: 

  • Its name, including the word stichting
  • Its purpose or mission 
  • Procedures for appointing and removing officers 
  • Location 
  • Decision-making procedures 
  • Procedures and payments in the event of dissolution 

Learn more about the OAPEN Articles of Association, OAPEN Bylaws (Managing Director), OAPEN Bylaws (Supervisory Board), and how a stichting works.  

Niels Stern & Laura J. Wilkinson

Laura J. Wilkinson

ORCID iD: https://orcid.org/0000-0002-8922-7839

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