GCF Charter

 

Text of the Global Challenges Forum Charter

GLOBAL CHALLENGES FORUM  FOUNDATION STATUTES  
  1. I. NAME, DURATION AND REGISTERED OFFICE
  Article 1               Name and Duration An independent non-profit foundation within the meaning of Articles 80 et seq. of the Swiss Civil Code (“CC”), named “Global Challenges Forum Foundation” (the “Foundation”), is hereby created by HE Senator Talal Abu-Ghazaleh, Dr. Leonard A. Ferrari  and Dr. Walter L. Christman (the “Founders”).  The Foundation may hereto be referred to in abbreviation as the “GCF Foundation.” The Foundation is created for an unlimited period of time.   Article 2               Domicile   The seat of the Foundation is Geneva, Canton of Geneva, Switzerland. The Foundation shall be registered at the Registry of Commerce of the Canton of Geneva and placed under the supervision of the Swiss Federal Supervisory Board for Foundations (the “Supervisory Authority”).    
  1. II. PURPOSE, ASSETS AND FINANCIAL MEANS
    Article 3              Purpose The Foundation has no profit motive. The Foundation is a membership organization limited to universities, educational institutions and non-profit research-oriented 'think tank' entities focused on developing the knowledge and educational capacities of society to promote the public welfare and good governance in addressing the emerging security challenges and shared global risks posed by globalization.  The Foundation’s purposes are exclusively charitable, including but not limited to the following: -        To provide a new and broadly inclusive global partnership platform to address current and emerging challenges to global peace and security, including but not limited to environmental, infrastructure, political, cyber professional, business, energy, socioeconomic long-term poverty, and global health issues. -        To serve as a global research and development forum conducted in accordance with the principles of diversity and tolerance, offering the opportunity to bring together and create non-traditional partnerships and collaboration, where global security challenges will be addressed with a view to identifying and ameliorating risks, and working to identify the opportunities that often coexist with threats to global security. -        To work in collaboration with governments, non-governmental organizations, multilateral organizations, academia, and civil society, with compatible aims to those mentioned above, seeking to promote creative, open, and inclusive ideas and partnerships that can solve or mitigate the many pressing issues facing the global community.   Article 4               Means In order to achieve its purposes, the Foundation may carry out all such lawful activities, as shall further the attainment of any or all of the purposes of the Foundation, and notably develop, coordinate, manage and fund projects.   Article 5               Assets Talal Abu Ghazaleh endows the Foundation with the initial capital of CHF 50'000 in cash. The Foundation shall be further funded notably by donations, contributions and commitments in terms of in-kind support from member organizations and private and institutional donors, and member dues which will be determined in collaboration with initial stakeholders and subject to approval by the Foundation Board. No part of the assets or earnings of the Foundation shall inure to the benefit of, or be distributable to any director, officer, or other private person, except that the Foundation is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes. The Foundation may hold any kind of material or immaterial assets, including but not limited to intellectual property rights or shares. Any possible income deriving there from shall be exclusively affected to the fulfillment of the (public utility) purposes of the Foundation.  
  1. III. ORGANISATION
  Article 6               The Governing, Administrative and Advisory Bodies The structure of the Foundation consists of: -        The Foundation Board -        The Director -        The Advisory Council and -        External Auditors   Article 7               Composition of the Foundation Board The initial Foundation Board shall consist of at least three members designated by the Founders. At least one of those members who are entitled to sign for the Foundation shall be a Swiss citizen or a citizen of a Member State of the European Union or the EFTA and have his/her domicile in Switzerland.  The number of the members of the Foundation Board may be progressively increased up to twelve members.   Article 8               Appointment and removal of Foundation Board members Except for the initial Board appointed by the Founders, Board members shall be appointed by a simple majority vote of the Foundation Board, based on criteria determined by the Foundation Board. Board members shall serve for two-year terms, with a maximum of three consecutive terms permitted for any one individual. In the event a Board member is unable to complete his or her term the Board may appoint a replacement to serve until the end of the term. This reappointment is mandatory in case the number of the Board members becomes less than three. Board members can be removed by a two-thirds majority vote of the Board.  The Chair may be removed from position by a two thirds vote of the Board members, in which case the Chair may not have a casting vote.   Article 9               Resignation of Board members Any Board Member may resign at any time by delivering written or electronic notice to the Chair or by giving oral notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery of receipt by the Chair.     Article 10             Competences and Functions of the Foundation Board The Foundation Board shall be the supreme governing body of the Foundation, and shall:
  1. Set policies and strategies for the Foundation;
  2. Make funding decisions;
  3. Advocate for the Foundation, and mobilize resources;
  4. Approve the budget;
  5. Approve the annual accounts;
  6. Appoint and dismiss the members of the Foundation Board;
  7. Appoint the External Auditors;
  8. Select and approve Bank and Financial Institutions to be dealt with;
  9. Appoint external legal counsel;
  10. Execute or authorize the execution of agreements as required to carry out the purposes of the Foundation.
The Foundation Board shall exercise all other lawful powers required to carry out the Foundation’s purposes. The Foundation Board members shall act on an unpaid basis and be entitled only to the compensation of their effective costs and travelling expenses.   The Foundation Board may authorize compensation for services rendered by the Director, Administrative Secretariat, and the Advisory Council.     Article 11             Chair Two initial Co-Chairpersons (the “Chair" and the "Co-Chair") shall be designated by the Founders for an initial term of three years. The Co-Chairs may each select a Vice Chair to support to co-chair an Advisory Council composed of representatives of Member organizations.  The Co-Chairs may be reappointed for successive terms of three years, by a two-third majority vote of the Foundation Board.   Article 12             Meetings The meetings of the Foundation Board shall convene either physically or by any other means, such as conference calls, video conferences, exchange of e-mails or otherwise. The Foundation Board shall meet as often as required by the Foundation and not less than once a year. The Chair can convene a meeting of the Foundation Board at any time, at his/her own discretion, or upon the written request of two Foundation Board members. A meeting of the Foundation Board shall in principle be convened in writing with thirty days advance notice if the Chair intends for members to appear in person, and fourteen days advance notice if the meeting is convened by electronic means. A majority of board members may submit a petition for the Chair to call a meeting of the Board, in which the Chair has thirty days to schedule and formally announce.  Additionally, the Co-Chair and Director can in agreement request a Board meeting.   Article 13             Decision-making The Foundation Board’s decision-making will be by consensus. If all practical efforts by the Foundation Board and the Chair have not led to consensus, the Chair may call for a vote. In order to be approved and unless otherwise provided for herein, votes and resolutions require a quorum of two thirds of the Foundation Board members participating at the meeting. Each Foundation Board member shall have one vote.  The Chair shall have a casting vote. The Foundation Board shall be empowered to convene, pass resolutions and vote by means of circulating a proxy letter in which each Foundation Board member gives his/her written consent to a proposition, or by teleconference, or e-mail or such other method of communication as may be authorized by the Foundation Board. All discussions of the Foundation Board will be recorded in minutes of the Foundation Board meetings, copied to all members of the Foundation Board and retained in the permanent records of the Foundation.   Article 14             Director A Director is appointed by the Foundation Board upon proposal of one or both of the Co-Chairs, in order to carry-out the day-to-day management of the Foundation. The Director shall have the authority to enter into contracts and administer funds on behalf of the Foundation and will have such duties and responsibilities as may be lawfully assigned to him by the Board in internal By-Laws. The Director shall report on the activities to the Co-Chairs and to the Foundation Board at least twice a year. The Director may be supported appropriately by qualified professionals in performing his or her duties, in particular by an assistant and a project coordinator as part of an administrative secretariat.  The staff shall be selected, hired, promoted and removed by the Director after consultation and approval of the Co-Chairs.   Article 15             Membership The Foundation Board shall establish categories of Membership, including fees and benefits, as well as voting rights on matters pertaining to program activities.   Full membership and voting rights are restricted to institutions, namely universities, educational institutions and non-profit research-oriented 'think tank' entities focused on developing the knowledge and educational capacities of society to promote the public welfare and good governance.  Other categories of participation may be defined, developed and approved by the Foundation Board as desired.   It is anticipated that Foundation Board members will be drawn primarily from persons acting in an 'ex-officio' capacity, but familiar with the needs and interests of Member organizations.  All Member organizations will be invited to an annual General Assembly summit conference to be held each year in Geneva, Switzerland.   Article 16             External Auditors The Foundation Board shall appoint a reputable firm of independent auditors (the “Auditors”) to conduct an annual audit of the Foundation’s accounts. The Auditors shall deliver a written report of the audit findings to the Foundation Board within five months after each accounting year-end. The commercial year runs from July 1 to June 30. The first commercial year ends on June 30, 2012.  The Foundation’s statutory accounts may be kept in Swiss francs, Euros, or US dollars.   Article 17             Advisory Council The members of the Advisory Council are appointed by the Foundation Board upon proposal one or both Co-Chairs and its activities will in turn be co-chaired by the two designated Vice Chairs. The Advisory Council will assist in identifying potential member organizations, possible funding sources, and also study and evaluate projects in support of the Foundation's mission, helping to establish priorities. The Advisory Council will also assist the Co-Chairs/Director for the screening and selection of projects to be submitted to the Foundation Board.  Members of the Advisory Council may also propose projects to be studied. The Advisory Council may further take part in project monitoring, development and implementation with the Co-Chairs/ Director.    
  1. IV. REPRESENTATION, SIGNATURE, LIABILITY
Article 18             Representation Any of the Chair/Co-Chair/Director is entitled to represent the Foundation in all dealings with third parties.   Article 19             Signatures All instruments committing the Foundation shall be signed by at least two Board members, except for matters expressly delegated by the Foundation Board to the Chair or a member of the Board.   Article 20             Liability The Foundation is responsible for its liabilities with all its assets. Subject to Article 55 (3) CC, neither the members of the Foundation Board nor any other body of the Foundation shall incur any personal liability in respect of the commitments of the Foundation.    
  1. V. AMENDMENT OF THE STATUTES, BY-LAWS AND DISSOLUTION
  Article 21             Amendment of the Statutes The present Statutes can be amended or modified by the Foundation Board, provided that the amendments or modifications have been submitted to the prior approval of the Supervisory Authority in accordance with Article 85 and 86 CC. In order to be approved, a decision regarding the amendment of the present Statutes requires a two-third majority of the Foundation Board members. The purpose clause of the present Statutes may be modified by the Founders in accordance with Article 86 lit. a) CC.   Article 22             By-Laws The Foundation Board may set the details of organization of the Foundation in By-laws or organizational rules which shall be subject to the prior approval of the Supervisory Authority. Any modification of the By-Laws or of organizational rules must be submitted to the prior approval of the Supervisory Authority.   Article 23             Dissolution and Liquidation If the Foundation is unable to continue its activities, the Foundation Board shall notify the Supervisory Authority in writing of the situation. The Foundation may be dissolved in accordance with Article 88 and 89 CC. The Foundation Board shall carry out the liquidation unless it designates another party to act as a liquidator. In the event of liquidation of the Foundation, its remaining assets shall be entirely assignable to one or several other public utility and tax exempt entity(ies) pursuing similar objectives to those of the Foundation. In no case shall the Foundation’s assets be returned to the Founders or Board members or be used for their benefit in whole or in part and in whatever manner. The dissolution of the Foundation, to any degree, and particularly to the point of liquidation, shall only be carried out with the consent of the Supervisory Authority, which shall take its decision on the basis of a detailed written report.   Article 24             Applicable Law These Statutes, and the By-laws promulgated hereunder shall be governed by and construed in accordance with the laws of Switzerland.