(Swiss law; Zug-registered Verein; principal base Geneva. This Article codifies GRF’s constitutional organs and operating councils, embedding neutrality, speed, auditability, and polycentric delivery “by design.” Cross-references: Arts. 3 (Independence), 4 (Membership), 5 (Definitions), 10 (Meetings & Voting), 11 (ECT), 12 (CB Clearance & Materiality), 13 (Finance; incl. §13.6 CB Financing Rule), 14–15 (Data/Privacy/Security), 18 (Disputes).)
6.1 General Assembly (GA)
Nature & reserved powers.
(a) The GA is the assembly of Members and, subject to Swiss law, the supreme body for: (i) election/removal of Trustees; (ii) adoption/amendment of Charter/Bylaws; (iii) receipt of audited financials and discharge of Trustees/Auditor; (iv) appointment of Auditor; (v) dissolution/merger; (vi) other matters reserved by these Bylaws or Standing Orders.
Meetings, notice & papers.
(b) Annual GA each financial year; Extraordinary GA may be called by Trustees or by Member requisition per Standing Orders.
(c) Notice: 30 calendar days for ordinary business; 45 days for constitutional changes; agenda, motions, and papers circulated via the CB portal.
Quorum, voting & dual-quorum guardrail.
(d) Quorum for ordinary business: 25% of Members in good standing (unless Standing Orders set higher).
(e) Ordinary business: simple majority of votes cast. Charter/Bylaw amendments and Trustee elections require dual-quorum (majority of State-Level Members and majority of all other Members).
(f) Proxies and e-voting permitted per Standing Orders with strong identity verification; results recorded with a provenance hash in the Council Register.
Records.
(g) GA minutes and resolutions filed in the Council Register and summarized in the Council Gazette (lawful redactions permitted).
6.2 Board of Trustees (Vorstand under Swiss Law)
Role & fiduciary duties.
(a) Trustees are the governing body between GAs, owing duties of care, loyalty, and legality under Swiss law.
(b) Mandate (non-exhaustive): strategy and oversight; budgets/reserves/treasury policy; Policies and Standing Orders; appointment/evaluation/removal of EM; approval of Delegation of Authority (DoA); Member admission/discipline (Art. 4); thresholds and approvals for Material Actions (Art. 12); risk and audit; committee charters.
Composition, terms & officers.
(c) Seven (7) Trustees when fully constituted; staggered three-year terms (2-2-3 rotation); max two consecutive terms (one-year cooling-off).
(d) Officers: Chair, Vice-Chair, Treasurer, Secretary (combinable subject to workload). Eligibility, nomination, and election in Standing Orders; diversity and conflicts screens apply.
Meetings & decision-making.
(e) Meets quarterly at minimum; extraordinary meetings on Chair call or any two Trustees.
(f) Quorum: simple majority of sitting Trustees; decisions by simple majority unless higher threshold specified (e.g., EM dismissal, funding-neutrality exceptions, CGS removal: 2/3).
(g) Written resolutions (incl. qualified e-signature) valid as permitted by Standing Orders.
Committees.
(h) Standing committees include: Audit & Risk, Finance & Investment, Nominating & Governance, Ethics & Compliance, Technology & Data. Charters approved by Trustees and filed by the CB.
Compensation, indemnity & removal.
(i) Trustees serve without salary; reimbursable expenses; limited honoraria for extraordinary service.
(j) D&O insurance and indemnification as permitted by law.
(k) Removal for cause (serious breach, incapacity, persistent non-attendance) by 2/3 Trustees; procedural appeal to GA permitted.
6.3 Central Bureau (CB) — Privy Council (Non-Executive)
Status & purpose.
(a) The CB is GRF’s non-executive Privy Council at Trustees’ level: it channels, clears, records, safeguards, and ensures continuity. It does not run programs or set technical content; it guarantees legality, integrity, provenance, brand separation, and emergency continuity.
Leadership.
(b) The CB is led by the Chief Global Steward (CGS), serving ex officio as Clerk of the Council; appointed and removable by Trustees (2/3), renewable five-year term; annual KPI review.
(c) Officers under the CGS (appointed with Trustee concurrence): Council Counsel, Data Protection Officer (DPO), Chief Information Security Officer (CISO), Records Officer, Protocol & Security Director, Compliance Officers, Deputy Clerks.
(d) Incompatibility: CB personnel are non-executive; may not hold EM line roles, vote on RSB/SLB, or adjudicate matters involving counterparties with whom they had financial ties in the prior 12 months.
Core functions (modeled on a modern Privy Council).
(e) Secretariat to decision-makers: agenda & decision calendars for Trustees/LC/Chairs; paper quality and due-process checks.
(f) Registers & notices: maintain the Council Register (authoritative system of record) and publish the Council Gazette (public notices) with provenance hashes.
(g) CB instruments: issue Council Orders (CO), Council Notices (CN), Council Circulars (CC), and Council Certificates (Cert) within remit; none may amend higher instruments.
(h) CB Clearance (condition precedent, Art. 12): authority & signatory; conflicts/RPT; sanctions-KYC-AML; privacy/security (FADP/GDPR); IP & licensing; procurement/treasury controls; model/data cards; continuity (RAP).
(i) Independence & brand: enforce Art. 3; operate Brand Separation Protocol; maintain Donor & Dues Register and an Exceptions Register with sunset clauses.
(j) Security, privacy, records: run the information-security and data-protection programs; keep the Signatory Ledger; obtain notarizations as needed.
(k) Crisis coordination: activate Rapid Activation Protocol (RAP) to stand up surge offices, data rooms, and last-mile channels within 72 hours; ex-post Trustee ratification.
(l) Inter-nexus channel: single channel for ECT instruments with GCRI, GRA, NSF, NE Labs; all schedules registered & cleared before effect.
Service catalogue & SLAs.
(m) Published SLAs: Clearance (standard 5 Business Days; expedited 72 hours; emergency 4 hours); Registration (within 5 Business Days of adoption); Gazette (within 10 Business Days unless law requires earlier); Credentials/Signatory (within 3 Business Days); Incident P1 (acknowledge 4h, contain 24h, report 72h).
Reporting, KPIs & audit.
(n) Quarterly: Independence/Conflicts Report; clearance metrics; incident & risk logs; exceptions; register completeness. Annual CB Plan & Scorecard (median clearance time, SLA attainment, Material Actions cleared, red-team fixes closed, audit findings).
(o) Trustees may commission biennial external audits of CB functions; summary published in the Gazette.
Regional extensions & non-interference.
(p) Regional Clerk Offices (RCOs) may be accredited for filing/liaison; authoritative entries remain domiciled in Switzerland.
(q) Non-interference clause: CB does not dictate scientific content/policy positions; discrepancies on substance are recorded and escalated but content leadership remains with EM/Chairs subject to governance outcomes.
Financing (cross-reference).
(r) The CB is financed per the One-Third Rule in Art. 13.6 (ring-fenced appropriation and reserve), ensuring independence and continuity of compliance, platforms, records, security, and privacy.
Ethics & cooling-off.
(s) Confidentiality, safeguarding, and ethics policies apply; 12-month cooling-off before CB personnel may accept compensation from counterparties on matters they cleared or oversaw.
6.4 Executive Management (EM) — Management under Trustees
Mandate & DoA.
(a) EM operates day-to-day program delivery under the Trustees-approved Delegation of Authority (DoA) and within CB-cleared boundaries.
Functions (non-exhaustive).
(b) DRR/DRF/DRI program management; staffing & HR; procurement & vendors; finance & treasury execution; data/model lifecycle; convenings & logistics; communications & publications.
(c) Publish quarterly Sendai-aligned scorecards, annual workplans, risk registers, issue logs, and corrective-action tracking; ensure model/data cards for high-impact releases; conduct red-teams where required.
Composition & accountability.
(d) Executive Director/CEO (or equivalent), COO, CFO, CTO/CIO, CISO, Chief Data Steward, Program Directors (Tracks), and other roles as approved; hired/evaluated/removed by Trustees; compensation benchmarked and disclosed to GA at summary level.
(e) Weekly EM executive meeting; monthly reporting to Trustees; real-time escalation to CB for items requiring clearance.
6.5 Leadership Council (LC)
Role & remit.
(a) Policy-setting and alignment across regions/themes; develops position papers, standards proposals, and program priorities for Trustee approval where required.
Composition & cadence.
(b) Members: Chairs of GSB, RSBs (Regional Chairs), SLBs, plus up to five at-large subject-matter leaders appointed by Trustees to balance representation. CB attends ex officio (non-voting).
(c) Monthly sessions; outputs as LC Notes (advisory unless adopted by Trustees). Maintains a Rolling Policy Calendar and submits Policy Packs (with IIAs where relevant) to Trustees/CB.
Safeguards.
(d) Annual conflicts declarations; event-based updates within 10 days; adherence to Art. 3 and Standing Orders.
6.6 Global Stewardship Board (GSB)
Mandate & outputs.
(a) Macro-stewardship of the GRF portfolio: horizon scanning; systemic-risk framing; cross-track coherence; annual Global Risk Program proposal.
(b) 9–15 senior stewards (elected/appointed per Standing Orders) reflecting geographic, sectoral, and disciplinary diversity; quarterly meetings.
(c) Deliver Stewardship Memos, Scenario Briefs, and reviews of flagship initiatives and open benchmarks.
6.7 Regional Stewardship Boards (RSBs) — Regional Chairs
Mandate.
(a) Regionalization and localization of programs; 90-day sprints; regional partner pipeline; cross-border learning.
Regions & leadership.
(b) Africa; Asia; MENA; Europe; North America; South America (additional regions by Trustees).
(c) Led by an elected Regional Chair (term 1 year, renewable twice) with a board drawn from regional Members under diversity targets.
Cadence, outputs & interfaces.
(d) Monthly RSB meetings; produce Regional Workplans, KPI scorecards, and adoption dashboards; operate regional data rooms per CB protocols.
(e) Coordinate NWGs; interface with SLBs for technical enablement; escalate needs/risks to LC and Trustees.
6.8 Specialized Leadership Boards (SLBs)
Mandate & scope.
(a) Thematic/technical governance (illustrative): Data & Models, Early Warning & Last Mile, Critical Infrastructure & Energy, Water-Food-Health, Disaster Risk Finance, Ethics & Safety, Standards & Interoperability.
Composition & cadence.
(b) 7–13 expert members; Chair elected by peers; monthly meetings.
Deliverables & quality.
(c) Standards drafts, toolkits, model/data cards, open benchmarks, red-team reviews, assurance notes for high-impact releases; public change logs.
(d) Outputs requiring adoption route SLB → LC → Trustees, with CB Clearance where Material.
6.9 National Working Groups (NWGs) & Support Stack
Mandate & design.
(a) NWGs localize GRF standards and deliver programs at country level under State-Level Member leadership and an all-of-society model.
Support stack.
(b) NACs (National Advisory Councils): expert panels ensuring scientific rigor/policy fit.
(c) Host Institutions/Corporations: universities, research centers, utilities, telcos, insurers, etc., under CB-cleared agreements.
(d) Nexus Competence Cells (C-Cells): on-the-ground units for drills, training, data curation, and last-mile deployment.
Cadence, outputs & safeguards.
(e) Monthly NWG; publish 90-day sprint plans, Sendai-aligned scorecards, and after-action reports; operate national data rooms with compute-to-data/federated analytics; privacy/security/provenance controls apply.
(f) Proportional sanctions-KYC-AML, export-control checks; conflicts and safeguarding obligations per policy.
(g) If a State-Level Member is absent, an Interim NWG may be stood up by the relevant RSB with Trustee approval (time-limited; quarterly review).
6.10 Advisory Bodies (Non-Fiduciary)
Council of Stewards.
(a) Senior leaders invited for thought leadership and network mobilization; issue Steward Letters; convene Executive Roundtables. Independence and conflicts policies apply.
Investment & Capital Advisory Board (ICAB).
(b) Practitioners in public finance, insurance/reinsurance, capital markets, fintech; advise on DRF corridors, parametric structures, payout rails, market integrity; no placement/fee rights vis-à-vis GRF absent separate CB-cleared contracts.
Constitution & transparency.
(c) Advisory charters approved by Trustees and filed by CB; membership, cadence, and deliverables set therein; summaries published.
6.11 RACI & Interfaces (Authoritative Summary)
(a) Policy (strategy & oversight): R – LC; A – Board; C – CB/Chairs; I – Members.
(b) Programs (delivery & operations): R – Chairs (RSB/SLB/NWG); A – CB (for compliance channeling); C – LC; I – Board.
(c) Finance & compliance: R – CB (compliance/registers/clearance); A – Board; C – LC; I – Members.
(d) Accreditation & security: R – CB Protocol/Security; A – CB; C – Chairs; I – LC/Board.
6.12 Meetings, Records & Transparency (All Bodies)
(a) Each body maintains an annual calendar, publishes agendas (Member-visible where appropriate), and files minutes to the Council Register within 10 Business Days.
(b) Sensitive content may be redacted per law; public summaries appear in the Council Gazette.
(c) Attendance, recusals, and vote tallies are recorded; provenance hashes are published for key decisions.
(d) Hybrid/remote participation is permitted with strong identity verification; qualified e-signatures are recognized under Swiss law.
(e) Bodies must maintain action logs with owners and due dates; status reported quarterly.
6.13 Ethics, Conflicts, Eligibility & Removal (All Bodies)
(a) Annual conflicts declarations and event-based updates (10 days) are mandatory; Art. 3 governs independence, gifts/hospitality, RPT thresholds, and donor walls.
(b) Eligibility screens (beneficial ownership, PEP, sanctions) apply proportionally for elected/appointed roles.
(c) Breach of fiduciary duty, independence, safeguarding, or confidentiality may result in removal by the appointing authority (Trustees for fiduciary roles; LC/RSB/SLB peers for elective roles, with Trustee confirmation).
(d) Procedural appeals follow Art. 18 (mediation → Swiss Rules arbitration, seat Geneva).
6.14 Implementation, Transitions & Harmonization
(a) Transitional authority: Until all bodies are fully constituted, Trustees may designate interim officers/chairs; CB records and gazettes interim arrangements with sunset dates.
(b) Harmonization: Committee charters, Standing Orders, DoA, and Annexes are integral where designated and maintained by the CB; conflicts are resolved per the precedence ladder in Art. 5.2.
(c) Continuous improvement: The CGS tables an annual governance improvement plan (e.g., SLA tuning, RACI clarifications, digital identity upgrades) for Trustee approval.
Design intent (non-normative): A Privy-Council-strength CB, dual-quorum guardrails, polycentric boards, and sprint-based field structures deliver a multilateral architecture that is neutral, fast, enforceable, and auditable—from community to cabinet—fit for DRR/DRF/DRI in a multipolar, polycrisis era.