Foundations obtain legal entity status since the enactment of the Foundation Law, which obtains ratification status since the issuance of the Decree of the Minister of Law and Human Rights through the system and procedures determined by the Government. The approval of the foundation as a legal entity is carried out by the Founder or his proxies by submitting an application to the Minister through a Notary as regulated in Article 11 paragraph (2) of the Foundation Law [1]. This is an effort to implement the foundation's publicity principle. As one of the characteristics of a legal entity, there are legal subjects as supporters of the rights and obligations in carrying out legal actions for the foundation, which is called the organ of the foundation as a representative of the foundation in carrying out legal actions. 

This article intends to examine the agenda for the Governing Board meeting of the Foundation by changing the Articles of Association for the activities of the foundation whose assets originate from WAQF which are not in line with the original purpose set out in the Deed of Establishment of the Foundation's Articles of Association. The procedure for the meeting held by the Governing Board, according to their authority in the provisions of Article 28 paragraph (2) letter a of the Foundation Law, as the determining and highest position in determining the programs that must be carried out by the organs of the Foundation's management, should be able to see the original intent and purpose of establishing the foundation by the Founder of the Foundation. Considering that in his appointment as a member of the Governing Board, he is considered to have high dedication to achieve the aims and objectives of the foundation. 

Apart from that, it is important to implement the principles of the foundation, including the principle of transparency or openness, the principle of accountability and the principle of publicity as stated in the Foundation Law. Whereas in the foundation organs it has been determined that there is a clear separation between the functions, authorities and duties of each organ in carrying out the management of the foundation in order to avoid overlapping powers and minimize the occurrence of legal problems in the misuse of its operations so as not to deviate from the aims and objectives of the foundation [2].

Changes in the foundation's business activities are considered to deviate from its aims and objectives and are not adjusted to the WAQF Law as a material consideration in making changes to the foundation's activities, as mandated by the WAQF Law, namely the allocation is in accordance with sharia provisions or Islamic teachings. The implementation of the principles of accountability and transparency as stated in the Foundation Law has not been explicitly implemented by the Governing Board of the Foundation, which means that the organs of the Foundation can be said to lack understanding of the principles of the Foundation. It should be noted that if the foundation obtains assets from WAQF, the implementation mechanism also pays attention to the provisions of the WAQF.

Departing from the situation that has been described, the authors are interested in studying the research entitled Decision of the Governing Board Meeting in Amendment to the Articles of Association regarding Activities for WAQF Foundations. Based on the title, the author analyzes the formulation of the problem, namely how the decisions of the board meeting are valid in the Amendment to the Articles of Association regarding activities for WAQF foundations.

This article is based on normative legal research conducted to produce new arguments, theories, or concepts as prescriptions in solving problems at hand. The legal materials used in this paper include:

Primary legal materials in this legal research are statutory regulations:

• Law Number 16 of 2001 concerning Foundations as amended by Law Number 28 of 2004 concerning Amendments to Law Number 16 of 2001 2001 on Foundations

• Law Number 41 of 2004 concerning WAQF

• Government Regulation Number 63 of 2008 concerning Implementation of Foundations as amended by Government Regulation Number 2 of 2013 concerning Amendments to Government Regulation Number 63 of 2008 concerning Implementation of Foundations

The secondary legal materials used are in the form of textbooks, legal journals, relating to the management of the foundation, the authority of the foundation's organs and regarding changes to the Articles of Association, the purposes and objectives of the foundation, as well as other sources related to this research. 

The technique of collecting legal materials is carried out by means of a literature study which then uses a qualitative descriptive analysis which is to explain or describe the applicable regulations which are then associated with problems that occur in the community to be analyzed and drawn conclusions [3].

Foundations are legal entities that are separated and intended to achieve certain goals in the social, religious and humanitarian fields that do not have members. The legal entity of the foundation consists of a group of people who have communal common interests for certain interests in accordance with the aims and objectives of establishing a foundation. Legal entities have become legal subjects (subjectum iuris), based on legal recognition of legal entities called rechtspersoon in which there are organs of the foundation to support the aims and objectives of its establishment in accordance with their respective duties and authorities. There is a relationship based on trust or fiduciary, namely as a relationship between the foundation as a legal entity and its organs for the implementation of the foundation's objectives [4].

The establishment of a foundation intends to carry out social activities on the basis of a sense of humanity to achieve prosperity or benefit for the community carried out by legal subjects from the foundation's legal entity. As in the theory of social values, it is stated that humans are creatures homo homini socius who can participate and are morally responsible [5]. The elements regarding the foundation include: First, separated personal assets in the form of money or goods; Second, achieving the goals of the foundation in the social, religious and humanitarian fields; Third, they do not have members. The foundation has organs in it to carry out the activities of the foundation, namely the Trustees, Management and Supervisors. 

The foundation obtains the source of its wealth as mandated in the provisions of Article 26 paragraph (1) of the Foundation Law regarding the personal assets of the separated foundation founders. Based on the assets received by the foundation as a whole, it becomes the property of the foundation and does not provide space for the founders and organs of the foundation to use the assets as an entity for a profit-oriented business or take part in the development of the foundation. The sources of wealth of the foundation can be obtained as stated in Article 26 paragraph (2) of the Foundation Law, including: donations or non-binding assistance, WAQF, testamentary grants or grants and other acquisitions that do not conflict with the foundation's articles of association and/or statutory regulations. applicable.

Authority of the Governing Board according to the provisions of Article 28 paragraph (1) of the Foundation Law has powers that are not delegated to the Management or Supervisors by this Law or the Articles of Association. Furthermore, the authority of the Governing Board is stated in Article 28 paragraph (2) of the Foundation Law, which includes: making decisions regarding amendments to the Articles of Association, appointment and dismissal of members of the Management and members of the Supervisory Board, determination of general policies of the foundation based on the articles of association of the foundation, ratification of work programs and the draft annual budget of the foundation. Making decisions regarding the merger or dissolution of foundations. Governing Board of the foundation as the determinant of the program run by the foundation and their appointment through an assessment based on the decisions of the Governing Board meeting who are highly dedicated in carrying out the aims and objectives of the foundation [6].

The establishment of a foundation has activities that are social and humanitarian in nature. In practice, the internal conflict within the foundation between the Founder and the Governing Board concerns the amendment of the Articles of Association of activities in establishing an Islamic medical center by prioritizing the elements and teachings of the Islamic religion in accordance with sharia, in the implementation and management of the foundation as the original goal based on the Founder's consensus agreement. Based on the provisions of the Governing Board meeting, it is considered to deviate from the philosophical aims and objectives of its establishment by making changes to activities that are not based on Islamic teachings as mandated in the law of WAQF. The agenda of the Trustees meeting is held without the presence of a Notary with the results of the meeting stated in the minutes under the hand. According to the results of the meeting decision, it is stated that the meeting quorum and decision-making quorum are valid, then through their proxies or appointed to appear before the Notary to be included in the Notarial deed notarial. 

Foundation business activities are needed to support the aims and objectives of having a purpose and objective with the intention of establishing a business entity and/or participating in a business entity, as this has been stipulated in Article 3 paragraph (1) of the Foundation Law which is derived or passed down in the field of business activities to support which among others emphasize the purpose of the foundation include [1]:

• Social foundations, namely the form of foundations engaged in social institutions, namely non-formal social institutions, formal social institutions as well as primary and secondary education institutions. Foundations in the social sector include nursing homes, polyclinics, hospitals, orphanages, research and laboratories that can support the movement and development of science

• Humanitarian foundations, namely foundations that provide assistance and concern for various humanitarian actions, such as providing assistance to displaced victims of various natural disasters, the poor, the homeless, making funeral homes and shelters so that they can become an organization that preserves and provides protection to those in need

• Religious foundations, namely foundations that manage various houses of worship, madrasas, several Islamic boarding schools and various places related to other religions

Regarding the purpose of the foundation is what is meant by social humanity, According to Chatamarrasjid expressed the view of Judge Lord Macnaghten who divided social humanity (charity) into 4 (four) clarifications, namely aimed at overcoming poverty, advancing education, advancing religion and other goals for public interest [5]. According to the provisions of Article 14 paragraph (2) letter b of the Foundation Law, the purpose and objectives of which have been derived into the field of business activities of the foundation must be guided by its Articles of Association which are stated in the deed of establishment of the foundation as determined by the founder and made by a Notary. If you want to carry out activities other than those contained in the foundation's Articles of Association, the purpose and objectives of the articles of association must be changed first. Changes in activities by eliminating one of the objectives for certain reasons, this can be changed. Meanwhile, changes to the activities of the foundation that deviate from the original purpose are not allowed. 

Foundations can obtain assets originating from WAQF as long as the foundation is related to the Islamic religion or public foundations that are not related to any religion. The foundation receives a mandate from the community or the parties who participate in WAQF of their property, both movable and immovable, to be WAQF for the benefit of the foundation. The provisions in Article 26 paragraph (3) of the Foundation Law state that in the event that the assets of the foundation originate from WAQF, the provisions of the law on WAQF shall apply. Thus, foundations that obtain assets from WAQF refer to Law Number 41 of 2004 concerning WAQF (hereinafter referred to as the WAQF Law). Foundations that obtain assets from WAQF in their implementation are based on the legal rules of foundations and WAQF. 

According to the provisions of Article 1 of the WAQF Law which states that WAQF is a wakif legal act to separate and/or surrender part of his property to be used forever or for a certain period of time in accordance with its interests for the purposes of worship and/or general welfare according to sharia. WAQF objects released by their owners can be used for good or for a period of time according to their interests for the purpose of worship or general welfare according to sharia which is eternal and does not run out in one or two uses related to everything that can provide economic benefits. 

WAQF is an important part of Islamic law, in line with Article 22 letter e of the WAQF Law regarding the progress and welfare of foundations that do not conflict with sharia and statutory regulations. For this reason, in making changes to the foundation's activities, if the previous foundation supervisor has expired and has been replaced by a new foundation supervisor and has entered the board of directors of the foundation, it must look at the initial history of the foundation's establishment and the articles of association that have been determined according to the ideas and ideas of the foundation. Founder who wants to establish a foundation based on Islamic teachings. Likewise, the intention of the community to participate in the foundation by looking at the establishment of a foundation that puts forward Islamic teachings in accordance with sharia provisions. 

The implementation of WAQF by the party who performs WAQF of his assets must meet the requirements as a person who has the right to carry out a legal act for the legal act of wakif in conducting WAQF based on his own will and there must be no element of coercion in it [7]. In WAQF, it is known as nadzir, etymologically it comes from the verb nazira yandzaru which means to guard and manage [8]. Nadzir is a person who is appointed to carry out the task of managing WAQF and has the right to act on the WAQF property in managing it, maintaining it and distributing the results of the WAQF to people who are entitled to receive benefits from the development of the foundation.

The fulfillment of a valid attendance quorum and decision-making quorum as referred to in Article 18 paragraph (2) of the Foundation Law stipulates that the Governing Board meeting can only be held, if attended by at least 2/3 (two thirds) of the total members of the Governing Board. In principle, holding a Fundamental Governing Board meeting upholds deliberation to reach consensus, whereas if the results of the meeting's decision do not reach deliberation and consensus, then Article 19 paragraph (2) of the Foundation Law is stated with the approval of at least 2/3 (two thirds) of the total number of members of the Governing Board present. However, it is undeniable that in its implementation the quorum has not been fulfilled, thus the agenda of the Governing Board meeting can be held again for the second time attended by more than (one half) of all members of the Governing Board. 

If based on the foundation's development it is necessary to make changes to the Articles of Association regarding activities to be adjusted to the applicable laws and regulations, it is permissible without changing the original aims and objectives of its establishment and obtained through deliberation to reach consensus in achieving the intended goals without injuring the original aims and objectives for the foundation. The founder of the foundation holds a central position and has veto power for the foundation, should be able to carry out his duties and authorities in good faith and full of responsibility to bring the foundation's program towards good development and management.

Changes to the foundation's Articles of Association by the builder without the presence of a Notary whose results are contained in the minutes of the meeting under the hand, it is necessary to pay attention to: First, things that can be changed and cannot be changed as contained in the foundation's Articles of Association and applicable laws and regulations. Second, the decisions of the Board of Directors meeting and the provisions can be declared a valid quorum. Third, amendments to the Articles of Association of the foundation must obtain the approval of the Minister, especially in the amendment of the Articles of Association which includes the name and activities of the foundation. Fourth, if the foundation is declared bankrupt, changes to the Articles of Association cannot be made, unless there is approval from the curator.

It is known that a WAQF foundation is a foundation that obtains its assets through WAQF from the community as intended in accordance with the aims and objectives specified in the articles of association of its deed of establishment. So that no changes may be made that deviate from the original purpose and objectives of the WAQF foundation, in connection with the change in the activities of the foundation from the aims and objectives it can be seen in Article 26 paragraph (3) that the wealth of the foundation comes from WAQF, then the provisions of the law of WAQF apply. As the results of the Governing Board meeting are adjusted to the legal regulations for Islamic WAQF foundations.

The sharia provisions referred to in the WAQF Law can be interpreted that all things that are fundamental to the teachings of Islam, even in making changes to the articles of association for WAQF foundations must be guided by the WAQF Law and the use of the sharia system is also intended in its management in accordance with the values Islam. Thus, it is important to pay attention to the designation of the WAQF property that has been determined and the purpose and function of the WAQF for the benefit of the foundation in order to support the achievement of the aims and objectives of the foundation. In line with Article 8 of the Foundation Law that business activities must be in accordance with the aims and objectives of the foundation and do not conflict with public order, morality and/or applicable laws and regulations. 

For this reason, in carrying out changes to the articles of association of WAQF foundations, it is guided by the legal provisions of foundations and WAQF as that the two are interrelated in providing legal certainty. So that if one of the regulations relating to legal actions is not fulfilled, it can result in invalid decisions made and tend to be null and void and cause the bankruptcy of a foundation. 

Foundations in principle can make changes to their articles of association, as stipulated in Article 17 of the Foundation Law regarding changes to the name and activities of foundations, further emphasized in Article 21 paragraph (1) of the Foundation Law regarding changes to the articles of association of foundation activities, subject to approval from the Minister. As the word "approval" is interpreted as a provision of urgency that must be carried out by applying the precautionary principle, because it can result in changes to the foundation's activities that are not in line with the foundation's original purpose [9].

It is known that changes to the articles of association are not possible to change the aims and objectives because since its establishment it has had certain aims and objectives which from the beginning were the main objectives of the Founders based on consensus. However, based on Article 21 of the Foundation Law, regarding the permission to change the business activities of the foundation as a derivative of the aims and objectives of the foundation, it does not mean that it can deviate from what has been determined in the Deed of Establishment which is contained in its articles of association and the will is made by a Notary. So by submitting an application for approval of changes to the activities of the foundation, the Minister may reject or accept the application with the aim of maintaining order in the foundation so that it continues to comply with the applicable legal principles of the foundation. 

As stipulated in Article 23 paragraph (2) of the WAQF Law regarding the allocation of WAQF property, it must be carried out in accordance with the purpose and function of the WAQF. For this reason, the Trustees must look at the legal provisions of the WAQF legislation and the implementation of the Governing Board meeting in accordance with the procedures for the provisions of the quorum requirements and deliberation for consensus in the implementation of the decision-making at the Governing Board meeting in determining changes to the Articles of Association. The noble ideals of the aims and objectives of the foundation and do not conflict with public order, decency and/or applicable laws and regulations.

There is an imbalance in the management of the foundation and creates a negative image in the community and the parties who have participated in donating WAQF assets to the foundation. The acquisition of foundation assets separate from the owner or founder, allows accountability to be carried out by optimizing the principle of accountability, the principle of transparency to the public. The principle of accountability (accountability) functions as a basic component of driving the company's activities in accordance with the duties and authorities of the Governing Board, so that they can answer matters relating to their accountability for their authority in the Foundation Law [10]. 

The embodiment of the principle of transparency that the public has the right to know everything that concerns public decisions and interests [11]. The professionalism of the coaches in the management of the foundation contributes to the intention, can create a positive image and is responsible for the parties who helped build the foundation by setting aside their assets for WAQF. This makes it easier for foundations to mobilize support and participation from various parties in exploring funding sources. 

Amendments to the Articles of Association of the foundation's activities must be in accordance with its aims and objectives and do not conflict with public order, decency and/or applicable laws and regulations on the fulfillment of a valid attendance quorum and decision-making quorum as referred to in Article 18 paragraph (2) of the Foundation Law, so in carrying out changes to the articles of association of WAQF foundations by the Governing Board, they are guided by the legal provisions of foundations and WAQF as that the two are interrelated in providing clear legal certainty. The professionalism of the coach in good faith in terms of managing the foundation can create a positive image and be responsible for the designation of WAQF assets. 

The sharia provisions referred to in the WAQF Law can be interpreted that all things that are fundamental to the teachings of Islam, even in making changes to the articles of association for WAQF foundations must be guided by the WAQF Law and the use of the sharia system is also intended in its management in accordance with the values Islam. Foundation law and endowment law that both are interrelated in providing legal certainty. So that if one of the regulations relating to legal actions is not fulfilled, it can result in invalid decisions made and tend to be null and void and cause the bankruptcy of a foundation.

The suggestions in the research can be seen as follows:

• For Foundation Governing Board in carrying out their authority to carry out amendments to the Articles of Association regarding the activities of the Foundation, that as long as a foundation has had certain aims and objectives since its establishment, it is no longer possible to make changes to these aims and objectives. Regarding the procedure for implementing the quorum in the agenda of the Trustees Meeting, it is carried out as stipulated in the Articles of Association and the Foundation Law. If the foundation receives wealth originating from WAQF, then the provisions of the law of WAQF apply. For this reason, Foundation Trustees who are considered to have high dedication to achieving the goals and objectives of the Foundation must consider the provisions of the Foundation Law and the WAQF Law, considering that the intentions and objectives of the community in WAQF pledges are in accordance with their designation in order to achieve the foundation's business activities

• For the community, they should play an active role in monitoring the implementation of the foundation so that it is carried out in accordance with the principles of the foundation by fulfilling the principles of transparency, accountability and publicity principles to avoid deviations or shifts made by the Trustees, Management or Supervisors of the Foundation

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