Implikasi Hukum Perubahan Struktur Organ Yayasan Akibat Ketua Pembina Meninggal Dunia (Analisis Yuridis terhadap Putusan No. 3295 K/Pdt/2024)

Abstract

The death of the Chairperson of the Board of Trustees in a foundation gives rise to complex legal issues, particularly concerning the mechanism for filling vacancies and the validity of changes in the organizational structure. Problems arise when one remaining member of the Board of Trustees refuses to attend trustees' meetings and even declares unwillingness to be involved in the foundation's structure, yet is not prepared to resign formally. The issues examined in this study concern the authority of a sole trustee to replace or appoint additional members of the board of trustees, management, and supervisors within a foundation; the validity of a trustees' meeting attended by only one trustee in the absence of other trustees following the death of the Chairperson of the Board of Trustees; and the considerations of the judges in adjudicating disputes over changes in the structure of the Board of Trustees resulting from the death of the Chairperson, as reflected in Supreme Court Decision Number 3295 K/Pdt/2024. This research constitutes normative juridical legal research with a descriptive- analytical character. The approaches employed include a statutory approach, a case approach through an examination of Supreme Court Decision Number 3295 K/Pdt/2024, and a conceptual approach. The data source consists of secondary data obtained through library research, which are then analyzed qualitatively using deductive reasoning. The results of the study indicate that a sole trustee has full authority to appoint and dismiss the management and supervisors of the foundation, but faces limitations in appointing or replacing other members of the Board of Trustees, which generally requires a joint meeting mechanism involving the management and supervisors. A trustees' meeting convened by only one trustee without fulfilling the quorum requirement is deemed invalid if there are still other active members of the Board of Trustees, except in circumstances where the foundation has only a sole trustee. In Decision No. 3295 K/Pdt/2024, the Supreme Court adopted a strict formalistic approach by declaring the meeting invalid on the grounds that another trustee still formally held trustee status and had not been officially dismissed, despite the factual refusal to participate in the foundation's structure. The Supreme Court annulled all deeds concerning changes to the foundation's structure; however, the decision does not provide a comprehensive legal solution regarding settlement mechanisms, the protection of good-faith third parties, or public interests, considering that the foundation manages various educational institutions.