0. FRONT MATTER

CHARTER & GOVERNANCE BYLAWS — FRONT MATTER

(Swiss law; Zug-registered association (Verein), principal base Geneva; global footprint. The Central Bureau (CB) operates as a Swiss non-executive Privy Council. Inter-nexus relations are governed by the Earth Cooperation Treaty (ECT) among GCRI, GRA, NSF, NE Labs, and GRF.)

Title Page

Document Title: GRF Charter & Governance Bylaws
Legal Form: Swiss Association (Verein), Swiss Civil Code (ZGB) arts. 60–79
Statutory Seat / Registration: Canton of Zug, Switzerland (Commercial Register no.: [●]; UID: [●])
Principal Base of Operations: Geneva, Switzerland
Global Footprint: Activities in multiple jurisdictions as authorized by the Board of Trustees (Vorstand) and recorded by the CB.

Central Bureau (CB): Swiss-based, non-executive Privy Council at Trustees’ level; responsible for channeling, compliance, provenance, operational continuity, inter-nexus registry and publication via the Council Register and Council Gazette.
Executive Management (EM): Management body appointed by the Trustees; delivers DRR/DRF/DRI programs under a Delegation of Authority (DoA).
Leadership Council (LC): Policy-setting council aligning regional and thematic execution.

Inter-Nexus Framework: Earth Cooperation Treaty (ECT) among GCRI, GRA, NSF, NE Labs, and GRF, procedurally administered via the CB (single channel; registry; provenance).

Document ID: GRF/STAT/CH-ZUG/CB-GAZ-001
Council Register Entry (CB): CRE-No. [●] / Year [●]
Effective Version: v1.0 ([Effective Date: ● ● 2025])
Supersedes: N/A (first issuance)
Controlling Language: English (see “Document Use, Hierarchy & Interpretation”)

Legal Notice & Reliance Disclaimer

1. Nature of Instrument. This Charter & Bylaws (the Instrument) is GRF’s internal constitutional framework, binding on its organs, officers, members, and appointees pursuant to Swiss Civil Code arts. 60–79 and applicable law.
2. No Offer / No Advice. Nothing herein constitutes legal, tax, accounting, financial, or investment advice or an offer/solicitation of any security, product, or service.
3. Third-Party Reliance. No third party may rely on this Instrument unless expressly confirmed by a Council Certificate or Council Register Extract (CRE) issued by the CB. Absent such certification, GRF disclaims liability to third parties.
4. Certified Copies. Only CB-certified originals or CREs (wet-ink or qualified electronic signature compliant with Swiss law) constitute conclusive evidence of this Instrument vis-à-vis counterparties, banks, or authorities.
5. Local Law Compliance. Cross-border activities remain subject to host-state mandatory law. Where a mandatory local rule conflicts with this Instrument, the mandatory rule prevails externally; internally, this Instrument governs, subject to Trustees’ direction and CB clearance.
6. Forward-Looking Statements. Targets (including Sendai-aligned KPIs) are forward-looking and may change without notice; no assurance is given of achievement.
7. Limitation of Liability. To the fullest extent permitted by law, GRF, the Trustees, CB officers, EM officers, and appointees disclaim liability for indirect or consequential loss arising from the use of, or reliance on, this Instrument, except in cases of fraud or willful misconduct.
8. No Third-Party Beneficiaries. This Instrument creates no rights for persons other than GRF, its members, and its officers, except where expressly provided (e.g., indemnified persons).
9. Authenticity & Hashing. The CB maintains the authoritative copy in the Council Register. Electronic versions may include a cryptographic hash; any mismatch invalidates the copy for reliance.

Independence & Non-Affiliation Notice

1. Independence. GRF is an independent, non-governmental, not-for-profit association. It is not affiliated with any United Nations entity or intergovernmental body.
2. Event Sequencing. GRF may schedule meetings adjacent to other international gatherings (including in Geneva) solely for logistical efficiency. Such sequencing does not imply partnership, endorsement, joint venture, or co-branding.
3. Distinct Governance & Branding. GRF maintains separate registration, governance, communications, and accreditation for all events. References to third-party events are descriptive only.
4. Inter-Nexus Cooperation. Cooperation with GCRI, GRA, NSF, and NE Labs occurs under the ECT and exclusively through CB channeling and registry. Cooperation does not dilute GRF’s independence or governance autonomy.

Adoption & Council Registration

1. Trustees’ Adoption. This Instrument is adopted by resolution of the Board of Trustees (Vorstand) on [● ● 2025], with quorum and voting conducted per Standing Orders and Swiss law.
2. GA Ratification. The General Assembly (GA) ratifies this Instrument on [● ● 2025]. Where Swiss law permits, specific bylaw provisions may be amended by Trustees subject to subsequent GA confirmation.
3. CB Entry & Publication. Upon adoption/ratification, the CB records this Instrument as CRE-No. [●] in the Council Register and publishes a notice in the Council Gazette. Public extracts may be redacted for confidentiality, privacy, or security.
4. Optional Notarial Acknowledgment. Where advisable for banking or cross-border purposes, the CB may arrange a Swiss notarial acknowledgment; such acknowledgment is evidentiary and does not affect validity between GRF’s organs.
5. Effective Date. This Instrument becomes effective on the Effective Date stated on the Title Page, subject to the above steps.

Revision History / Version Control

Versioning Convention: Major.Minor.Patch (e.g., 1.2.3)

• Major: Structural or governance changes; GA ratification required.
• Minor: Policy/process updates; Trustees’ approval; CB registration.
• Patch: Clerical or formatting corrections; CB registration.

Change Control: All revisions require CB Clearance, assignment of a Council Register Entry, and publication in the Council Gazette.

Document Metadata:

• Document ID: GRF/STAT/CH-ZUG/CB-GAZ-001
• Custodian: Central Bureau (CB)
• System of Record: Council Register (Swiss jurisdiction)
• Publication: Council Gazette (public notice; redactions as required)

Document Use, Hierarchy & Interpretation (Controlling Language: English)

1. Controlling Language. This Instrument is executed in English, which prevails over any translation. Courtesy translations (e.g., German/French) may be provided; in case of inconsistency, English controls.
2. Hierarchy of Instruments (highest to lowest):
   (a) Charter (Statuten) & these Bylaws;
   (b) Annexes designated “integral”;
   (c) Standing Orders (meetings, notices, voting, proxies, e-voting);
   (d) Board-approved Policies (e.g., Ethics, Data Governance, Procurement);
   (e) CB Council Notices (CN) (procedural; may not alter substantive policy);
   (f) Templates & Forms (Chair Brief, Council Clearance, Model/Data Cards, Term Sheets, DPA/PIA, Whistleblow Report).
3. ECT Interface & Precedence. The Earth Cooperation Treaty (ECT) governs inter-nexus cooperation among GCRI, GRA, NSF, NE Labs, and GRF.
   • Internal Governance: This Instrument governs GRF’s internal affairs.
   • External Cooperation: Where a duly executed ECT instrument conflicts with an internal policy, the ECT governs inter-party obligations only; GRF’s internal compliance remains governed by this Instrument.
   • Channeling Condition: All ECT instruments must be channeled through the CB, entered in the Council Register, and, where material, receive CB Clearance prior to effect.
4. Interpretation Rules. Headings are for convenience; singular includes plural; references to “including” mean “including without limitation.” References to law are to Swiss law unless otherwise specified. If any provision is held invalid, the remainder remains effective (severability).
5. Representation & Signatures. GRF is validly represented in accordance with registered signatory powers (joint/individual) filed with the Commercial Register and banking mandates. Qualified electronic signatures are valid if compliant with Swiss law and CB procedures.
6. Access & Evidence. The CB maintains the authoritative copy in the Council Register and publishes notices in the Council Gazette. Extracts and certified copies furnished by the CB constitute prima facie evidence of their contents.
7. Data Protection & Confidentiality (Front-Matter Statement). Handling of personal data and confidential information under this Instrument must comply with Swiss FADP (rev. 2023) and, where applicable, GDPR/UK GDPR and CB privacy procedures. Public versions may redact personal data and sensitive business information.