(Swiss law; Zug-registered Verein; principal base Geneva. This Article provides precise, future-proof definitions and unambiguous interpretation and precedence rules across languages (EN/FR/DE), jurisdictions, and technologies.)
5.1 Defined Terms & Acronyms
For these Statuten/Bylaws (the “Instrument”), capitalized terms have the meanings below. Unless the context requires otherwise, singular includes plural and vice-versa. Where a term is defined in multiple Articles, this Article controls.
5.1.1 Core Entities & Organs
(a) GRF — Global Risks Forum, a Swiss association (Verein) organized under Arts. 60–79 Swiss Civil Code (ZGB), seated in Zug with principal base in Geneva.
(b) Board of Trustees or Trustees — The Vorstand under Swiss law; the supreme governing body between General Assembly meetings, subject to GA-reserved matters.
(c) GA — General Assembly, the assembly of Members with powers set in this Instrument and Standing Orders.
(d) CB — Central Bureau, a Swiss-based, non-executive Privy Council at Trustees’ level responsible for channeling, compliance, provenance, operational continuity, the Council Register (system of record) and Council Gazette (public notices).
(e) EM — Executive Management, the management body appointed by Trustees (e.g., ED/CEO, COO, CFO, CTO/CIO, CISO, Chief Data Steward, Program Directors) acting under a Delegation of Authority (DoA).
(f) LC — Leadership Council, the policy-setting council aligning regions and themes (composition/remit in Article 6).
(g) GSB / RSB / SLB — Global Stewardship Board; Regional Stewardship Boards led by Regional Chairs; and Specialized Leadership Boards for thematic/technical domains.
(h) Chairs — Regional and Thematic Chairs elected per Article 8; responsible for delivery and 90-day Sprints within their remits.
(i) NWG — National Working Group, a multi-stakeholder platform established by a State-Level Member to localize standards and deliver programs.
(j) NAC — National Advisory Council, an expert panel supporting the NWG.
(k) Committees — Board committees established by Bylaws (e.g., Audit & Risk, Finance & Investment, Nominating & Governance, Ethics & Compliance, Technology & Data).
5.1.2 Inter-Nexus Framework
(l) GCRI / GRA / NSF / NE Labs — Peer organizations cooperating with GRF under the Earth Cooperation Treaty (ECT).
(m) ECT — A private-law multilateral framework defining inter-nexus governance, roles, functional interfaces (policy/science; capital & risk transfer; alliances; R&D/innovation), transparency, and dispute resolution (Article 11).
(n) ECT Joint Committee — The coordinating body under the ECT; GRF’s participation is channeled through the CB.
5.1.3 Programs, Tracks & Scope
(o) DRR — Disaster Risk Reduction: prevention of new risk, reduction of existing risk, and resilience strengthening across systems and communities.
(p) DRF — Disaster Risk Finance: pre-arranged, rules-based financing (e.g., contingency funds/credit, (re)insurance including parametric, payout rails) with defined triggers, time-to-cash targets, basis-risk controls, and integrity safeguards.
(q) DRI — Disaster Risk Intelligence: decision-grade intelligence spanning hazard, exposure, vulnerability, and capacity; multi-source data fusion, validation, uncertainty disclosure, and provenance.
(r) Tracks — Five delivery lines: Research, Innovation, Policy, Capital, Foresight.
(s) Sendai A–G — Internationally recognized disaster-risk targets A–G (mortality; affected population; economic loss; critical infrastructure/basic services; early-warning coverage/quality; cooperation; policies/strategies) used as KPI alignment references.
(t) 90-day Sprint — A time-boxed planning/delivery cycle used by Chairs/NWGs with published milestones, KPIs, and close-out notes.
(u) RAP — Rapid Activation Protocol, enabling surge offices, data rooms, and last-mile channels within defined SLAs during emergencies (Articles 10A & 19).
(v) All-of-Society Approach — A polycentric participation model spanning community to sovereign, with standardized toolkits, comparable metrics, and open interfaces.
5.1.4 Membership Classes, Tiers & Voting
(w) State-Level Member — A sovereign or competent national authority participating under Article 4.2, without waiver of sovereign immunities unless expressly agreed.
(x) PIM — Professional Institutional Member, a legal person admitted in one of four named tiers:
(i) Associate Institution (CHF 100k);
(ii) Partner Institution (CHF 250k);
(iii) Strategic Institution (CHF 500k);
(iv) Principal Institution (CHF 1m).
(y) Personal Categories — Individual recognitions: Patron, Fellow, Affiliate, Honorary, Observer (non-institutional).
(z) Dual-Quorum — The concurrent requirement that (i) a majority of State-Level Members and (ii) a majority of all other Members approve a matter, where specified (e.g., Charter amendments; Trustee elections).
(aa) Good Standing — Member status with dues current, disclosures up to date, and no suspension in force.
5.1.5 Data, Models, Privacy & Security
(bb) Data QA/QC Card — Required artifact for material data releases summarizing sources, methods, validation, limitations, licenses, and provenance (hash/versions).
(cc) Model Card — Required artifact for high-impact algorithms summarizing intended use, data inputs, training/validation, performance, calibration, failure modes, update cadence, and ethical risks/mitigations.
(dd) Data Tiers — Open, Shared, or Restricted access regimes with associated licenses, security, and DPIA/PIA requirements.
(ee) Provenance Hash — A cryptographic digest recorded by the CB for releases, decisions, or vote results to ensure integrity and auditability.
(ff) Compute-to-Data / Federated Analytics — Architectural patterns that bring computation to protected data in-situ, preserving privacy/sovereignty while enabling comparability.
(gg) Data Room — A logically isolated environment governed by CB controls for secure access to sensitive materials with audit logs.
(hh) Personal Data / Sensitive Data — As defined under FADP and, where applicable, GDPR/UK GDPR; includes special-category data requiring elevated safeguards.
(ii) Controller / Processor — Roles under FADP/GDPR where GRF or a Member determines purposes/means (Controller) or processes on behalf (Processor); role allocation set by data agreement.
(jj) ROPA — Record of Processing Activities maintained by GRF where required by law.
(kk) DPIA/PIA — Data Protection Impact Assessment/Privacy Impact Assessment for high-risk processing.
(ll) High-Impact Release — Any publication, model, dataset, policy, or term sheet meeting thresholds in Article 12 or flagged by the CB for safety, integrity, scale, or market sensitivity.
5.1.6 CB Instruments, Registers & Clearances
(mm) Council Register — The CB’s authoritative system of record for constitutional documents, resolutions, signatory powers, instruments, and compliance artifacts (Swiss domicile).
(nn) Council Gazette — The CB’s public notice mechanism for material decisions, releases, and disclosures, including provenance hashes and redactions where lawful.
(oo) CB Clearance — A condition precedent for specified actions (Article 12) confirming authority, conflicts screening, sanctions/KYC/AML (where applicable), privacy, security, procurement, IP/data licensing, and continuity controls.
(pp) CRE — Council Register Extract, a CB-certified extract constituting prima facie evidence of registered facts.
(qq) CO / CN / CC / Cert — Council Order (binding instruction), Council Notice (procedural/public communication), Council Circular (interpretive guidance), and Council Certificate (attestation) issued by the CB.
(rr) Material / Material Action — Actions meeting thresholds specified by Article 12 (e.g., high-impact releases; major contracts; restricted funds; ECT instruments; DRF structures; large-scale convenings).
5.1.7 Legal, Finance & Disputes
(ss) FADP — Swiss Federal Act on Data Protection (rev. 2023).
(tt) GDPR / UK GDPR — EU/UK General Data Protection Regulation where extraterritorial reach applies.
(uu) Swiss Rules — Swiss Rules of International Arbitration (seat Geneva; language English unless agreed otherwise).
(vv) Swiss GAAP FER — Recognized Swiss accounting standard adopted by Trustees where proportionate.
(ww) Business Day — A day (other than Saturday, Sunday, or Swiss public holiday) on which banks in Geneva are open for general business.
(xx) Geneva Time — Central European Time (CET) or Central European Summer Time (CEST), as applicable.
(yy) Force Majeure — Events beyond reasonable control that prevent performance despite due diligence (e.g., natural disaster, war, terrorism, severe cyber incident, state action).
(zz) Material Adverse Effect — A change reasonably expected to materially impair mission delivery, legal compliance, or financial position of GRF or a program, assessed by Trustees with CB advice.
5.2 Rules of Interpretation & Precedence
5.2.1 Authoritative Languages & Translations (EN/FR/DE)
(a) Authoritative languages. This Instrument is issued in English (EN), French (FR), and German (DE).
(b) Precedence. English controls for legal interpretation and dispute resolution, except where a Swiss authority formally requires FR or DE for a specific filing or proceeding; in such case, the CB-certified translation in the required language governs for that filing only, without altering EN control generally.
(c) Certification & updates. The CB maintains and publishes certified FR/DE translations and tracks updates to ensure alignment with EN. Where discrepancies arise, the CB issues a Council Circular (CC) and, if material, republishes harmonized texts.
(d) Acronyms. Technical acronyms remain in EN for consistency (e.g., DRR/DRF/DRI, DPIA, RAP); FR/DE descriptors may accompany them in glossaries and public materials.
5.2.2 Construction of Terms
(e) Headings & examples. Headings are for convenience and do not affect interpretation. Examples are illustrative and non-exhaustive.
(f) Inclusive language. “Including,” “include,” and similar terms mean “including without limitation.”
(g) Gender & number. Words importing any gender include all genders; singular includes plural and vice-versa.
(h) May / shall / will. “Shall” denotes a binding obligation; “may” denotes discretion; “will” denotes futurity without obligation.
(i) Or / and. “Or” is inclusive unless context requires otherwise; “and/or” means any or all of the listed items.
(j) Persons. References to “person(s)” include natural persons, legal persons, and unincorporated associations unless stated otherwise.
(k) Writing. “In writing” includes paper and electronic communications capable of being retained and reproduced (e.g., email, CB portal), unless a stricter form (wet ink or qualified e-signature) is required.
5.2.3 Notices, Time & Currency
(l) Notices & deemed receipt. Notices via CB portal or registered email are deemed received when sent, provided no bounce/back error is received; if sent after 18:00 Geneva Time or on a non-Business Day, receipt is deemed at 09:00 on the next Business Day.
(m) Counting days. Where a period is stated in days, exclude the day of the event and include the last day; if the last day is not a Business Day, the deadline rolls to the next Business Day.
(n) Business Days. Where action must occur within Business Days, count only days on which banks in Geneva are open.
(o) Currency & rounding. Monetary references are in Swiss francs (CHF) unless stated otherwise; amounts may be rounded to the nearest whole CHF unless a precise value is required (e.g., thresholds). Decimal comma/point follows the language of the document version used, without altering the numeric value.
5.2.4 Internal Hierarchy & Precedence
(p) Order (highest to lowest):
1. This Charter (Statuten) & these Bylaws;
2. Annexes designated “integral”;
3. Standing Orders;
4. Board-approved Policies;
5. Council Orders (CO) & Council Notices (CN);
6. Templates & Forms (e.g., Chair Brief, Model/Data Cards, DPA/PIA, Term Sheets).
In any inconsistency, the higher-ranked instrument prevails. The CB may issue a Council Circular (CC) clarifying precedence application; a CC cannot amend a higher instrument.
(q) Scorecards vs. narrative. Where a conflict exists between a narrative report and a published scorecard or data/model card, the scorecard or card prevails for quantitative interpretation.
5.2.5 External Instruments, Mandatory Law & ECT
(r) Mandatory law. Mandatory provisions of applicable Swiss law prevail externally; internally, this Instrument governs unless unlawful.
(s) ECT interface. The ECT governs inter-party obligations among ECT signatories. Internally, GRF remains governed by this Instrument. If an ECT instrument conflicts with a GRF internal policy, the ECT prevails only for inter-party performance; the CB records the variance in the Council Register with mitigation notes.
(t) Third-party agreements. External instruments (MoUs, grants, sponsorships, venue contracts) cannot dilute GRF independence, brand separation, editorial control, or conflicts posture absent an explicit Trustees’ resolution and CB Clearance recorded in the Council Register with a time-bounded exception.
5.2.6 Materiality, Thresholds & Discretion
(u) Materiality. Where compliance hinges on materiality, apply thresholds in Article 12 and related Annexes. The CB may elevate items to Material Action status considering safety, integrity, scale, or reputational risk; the decision (with rationale) is recorded in the Council Register.
(v) Good faith & proportionality. Organs and Members act in good faith and with proportionality appropriate to risk, public interest, and operational context under Swiss law.
5.2.7 Severability, Survival & Waiver
(w) Severability. If any provision is invalid or unenforceable, the remainder continues in force; where lawful, the invalid provision is replaced by a valid one closest to the original intent.
(x) Survival. Independence, conflicts, confidentiality, IP, data/privacy, audit, finance, and dispute-resolution provisions survive resignation, suspension, expulsion, or dissolution to the extent necessary to protect GRF and the public interest.
(y) No implied waiver. Failure to enforce is not a waiver. Any waiver must be express, in writing, and Council-registered where material.
5.2.8 Authenticity, Evidence & Versions
(z) Authoritative copy. The CB maintains the authoritative copy of this Instrument in the Council Register; Council Register Extracts (CREs) are prima facie evidence of their contents.
(aa) E-signatures. Qualified electronic signatures compliant with Swiss law (ZertES) are valid wherever signature is required; the CB may accept equivalent foreign e-IDs with risk-based verification.
(bb) Provenance. Provenance hashes attached to decisions, releases, and vote results are integrity markers; discrepancies trigger investigation and, if required, republication with Council Notice.
(cc) Print vs. digital. If a conflict arises between a printed copy and the CB-hosted digital copy, the CB-hosted digital copy prevails.
5.2.9 Conflict-of-Laws & Forum
(dd) Governing law. This Instrument is governed by Swiss law.
(ee) Forum. Unless specified otherwise, disputes follow Article 18 (mediation → Swiss Rules arbitration, seat Geneva, language English).