(Swiss law; Zug-registered Verein; principal base Geneva. This Article governs how fiduciaries and officeholders are elected or appointed, vetted, seated, suspended, removed, or replaced. It embeds neutrality, fitness, diversity, due process, and auditable integrity.)
Cross-refs: Arts. 3 (Independence), 4 (Membership & dual-quorum), 5 (Definitions), 6 (Governing Bodies), 7 (Representation & Signatory), 10 (Meetings & Voting), 12 (CB Clearance & Materiality), 13 (Finance), 16 (Ethics & Safeguarding), 18 (Disputes). Annexes: K (Election Code), N (Conflicts & Related-Party), M (Sanctions/KYC/AML), F (Delegation of Authority), G (Signatory Matrix).
8.1 Trustees
(a) Size & constitution. The Board shall comprise a minimum of seven (7) and a maximum of eleven (11) Trustees. During transition, the Board may act with ≥5 seated Trustees.
(b) Terms & staggering. Terms are three (2) years, staggered 2-2-2. Maximum two consecutive terms; re-eligibility after a one-year cooling-off.
(c) Electorate & thresholds. Trustees are elected by the General Assembly via secret ballot (physical/hybrid/remote). Dual-quorum applies: a majority of votes cast by State-Level Members and a majority of votes cast by all other Members must concur.
(d) Nominations & slate.
- Call for nominations at least 60 days pre-election with skills matrix and diversity objectives.
- Member-nominated candidates submitted 30 days pre-ballot with statement, CV, conflicts disclosure and references.
- CB fit-and-proper screening (sanctions/PEP/adverse media/eligibility) per §8.4 and Annex M; ineligible candidates receive reasoned notice and appeal rights under Annex K.
- The Nominating & Governance Committee proposes a recommended slate; write-ins allowed if screened by CB before count.
(e) Ballot mechanics & integrity.
- Method (preferential or plurality) per Annex K; tie → runoff within 10 Business Days.
- Automatic recount if margin ≤0.5% or ≤3 votes (whichever greater); recount on reasoned request supported by ≥10% of ballots cast.
- Result pack (tallies, logs, anomalies, remedies) sealed with a provenance hash and filed in the Council Register; summary gazetted.
(f) Officers. Within 10 Business Days of seating, Trustees elect Chair, Vice-Chair, Treasurer, Secretary.
(g) Incompatibilities. Trustees shall not simultaneously hold CB or EM posts, paid employment with GRF, or a Chair role. No more than one Trustee may hail from the same corporate group; sectoral/sovereign concentration caps may be set in Standing Orders.
(h) Attendance & performance. Missing 3 consecutive scheduled Board meetings without valid cause constitutes cause for review; annual self-assessment against skills matrix is mandatory.
(i) Onboarding. Before exercising powers, Trustees complete training (independence, conflicts, privacy/security, safeguarding, signatory), sign confidentiality/ethics undertakings, and are entered in the Commercial Register (Zug) and Council Register.
§8.1A Board of Trustees Compensation, Benefits & Expense Policy
(Swiss Verein; Zug register; principal base Geneva. This policy applies the strictest multilateral standards to preserve independence, anti-capture, and a verifiable (trust-minimized) control environment. Cross-refs: Arts. 3, 5, 6.2, 7, 10, 12, 13, 16, 18; Annexes F (DoA), G (Signatory Matrix), K (Election Code), N (Conflicts & RPT), M (Sanctions/KYC/AML).)
Compensation Status.
(a) Trustees may receive limited compensation for official fiduciary duties; default is pro bono service.
(b) Compensation is not a salary and does not create employment unless expressly contracted as such. The default form is a Swiss-law Auftragsvertrag (services/mandate).
(c) Compensation confers no additional voting, control, or economic rights beyond those provided in the Bylaws.
(d) No success-based, contingent, or performance-marketing pay is permitted (no commissions, finder’s fees, or contingent fundraising).
Permitted Forms.
(a) Annual Stipend/Honorarium (role-based): amount set annually by the Board upon Nominating & Governance recommendation, within caps in Standing Orders.
(b) Meeting Fees (optional): fixed fee per duly convened Board/committee meeting, within caps; not payable if the Trustee receives an annual stipend.
(c) Special Mandate Fee (exceptional): for a time-boxed, Board-approved extraordinary assignment (e.g., crisis inquiry chair), via Trustee Mandate Letter with scope/KPIs; cannot duplicate EM or CB roles.
(d) Expense Reimbursement: reasonable, pre-approved travel and out-of-pocket costs per published per-diems/airfare/lodging standards.
(e) Non-cash Benefits: D&O insurance, required governance training, and secure tools (identity tokens) necessary to discharge duties.
Guardrails & Preconditions.
(a) Good Standing and valid election/appointment per Article 8.1.
(b) Signed Trustee Engagement Letter (scope, time commitment, conflicts, confidentiality/safeguarding, IP, data handling).
(c) CB Clearance reference on each payment packet (Art. 12) confirming conflicts/RPT review, funding-source neutrality (Art. 3), correct tax classification, and compliance (privacy/security if any data is processed).
(d) No donor-conditioned funds: trustee compensation must derive from unrestricted revenue or sources neutralized in the Donor & Dues Register; never from a donor/vendor with an active decision before the Board.
(e) No pay-to-influence: variable pay may not be tied to vendor selection, donor outcomes, specific policy positions, or votes.
Caps & Bands (set annually; indicative policy).
(a) Board Chair: up to CHF 25k–40k/year stipend or meeting fees (not both).
(b) Committee Chairs: up to CHF 10k–20k/year stipend or meeting fees.
(c) Trustees (non-chair): up to CHF 5k–10k/year stipend or meeting fees.
(d) Meeting Fees (if used): up to CHF 400–800 per Board/committee meeting, capped annually (Standing Orders).
(e) Special Mandate Fee: pre-scoped; combined trustee compensation (stipend + meeting + mandate) may not exceed the annual cap published in Standing Orders.
(f) Caps may be temporarily adjusted for crisis activation by recorded Board resolution (≥2/3), with reasons and Council Gazette notice.
Classification, Tax & Social Security.
(a) The CB and EM assess each arrangement to avoid misclassification (contractor vs. employment) and to manage AHV/AVS, withholding, and treaty implications for non-residents.
(b) Where an employment relationship arises under applicable law, payroll/EOR arrangements must be in place before payment; the Trustee must resign from the Board if the role becomes de facto employment.
(c) Trustees are responsible for personal tax filings unless payroll withholding applies; GRF issues required tax certificates.
Conflicts, Independence & Procurement Walls.
(a) Annual and event-based conflicts declarations (Annex N) are mandatory; failure to disclose is grounds for suspension/removal (Art. 8.5).
(b) A conflicted Trustee must recuse from agenda-setting, papers, deliberation, and voting on the affected item; the CB enforces paper walls and logs recusals in the Council Register.
(c) No paid consulting to GRF, CB, EM, or GRF counterparties during tenure and for 12 months post-tenure on matters the Trustee oversaw (cooling-off).
(d) No equity, options, profit-share, revenue share, or carried interest from GRF or GRF-controlled entities.
(e) Trustees cannot sign contracts on behalf of GRF unless expressly empowered by DoA and CB-Cleared (Arts. 7 & 12).
Transparency & Audit.
(a) Individual trustee compensation (amounts and form) is disclosed annually to the GA and summarized in the Council Gazette (lawful redactions allowed).
(b) All Trustee Engagement/Mandate Letters and payments are logged in the Council Register; material changes are noticed publicly.
(c) The Audit & Risk Committee reviews trustee compensation annually for compliance with caps, conflicts, and independence; exceptions require ≥2/3 Board approval and CB opinion.
Performance & Remedies.
(a) Payment release is contingent on duty performance (meeting attendance, committee work, timely review of papers, training compliance).
(b) Malus/Clawback: compensation may be reduced, withheld, or clawed back for material breach of independence, confidentiality, safeguarding, or persistent non-performance.
(c) Breaches are grounds for suspension/removal under Art. 8.5 and referral where legally required.
Travel & Per-Diem Standards.
(a) Virtual-first; travel only when necessary for fiduciary effectiveness.
(b) Air: Economy as standard; Premium Economy permitted for segments >6h; Business only with pre-approved medical or mission-critical justification.
(c) Lodging class caps and per-diems published annually; receipts required unless a per-diem applies.
(d) Carbon-conscious routing required; offsets follow GRF policy; local transit preferred.
Prohibitions (Strict).
(a) No fundraising commissions, finder’s fees, or pay linked to donations/sponsorships.
(b) No vendor-linked benefits (advisory retainers, paid board seats) from counterparties with live or recent (≤12 months) decisions before the Board.
(c) No gifts/hospitality above de minimis without prior approval and Register entry (Annex N).
Approval, Review & Source-of-Funds Controls.
(a) Trustee compensation frameworks and caps are set in Standing Orders and reviewed annually.
(b) All payments require CB Clearance referencing neutral, unrestricted sources; donor-conditioned funds must not be used.
(c) Any deviation from this Policy requires: CB opinion, Audit & Risk recommendation, ≥2/3 Board approval, and Council Gazette notice.
Payment Processing & Evidence.
(a) Payments follow four-eyes controls (Art. 7) and reference the Clearance ID; evidence packs (attendance, outputs) accompany payment approval.
(b) Banking details are verified under KYC; sanctions screens run before payment (Annex M).
(c) The CB files a provenance hash of each batch in the Council Register.
Opt-Out.
Trustees may decline compensation (pro bono) while retaining rights to expense reimbursement and non-cash benefits necessary for duty of care.
Sunset & Transition.
(a) On adoption, existing arrangements are brought into conformity at the next renewal; any interim payments must comply with caps and CB Clearance.
(b) This Policy is integral to Article 8; conflicts are resolved per Art. 5.2 (precedence).
8.2 Chairs (Regional & Thematic; elected each January)
(a) Roles covered. Regional Chairs (RSBs) and Thematic Chairs (SLBs) are elected each January for one-year terms, renewable twice.
(b) Electorates.
- Regional Chairs: Members domiciled/operating in the region (State-Level, PIMs, Individuals) as per Register of Members.
- Thematic Chairs: Members recorded as active in the relevant domain; optional expertise weighting (Annex K) may be adopted by GA.
(c) Nomination packet. Chair Brief with mandate, 90-day plan, KPIs, proposed partners, conflicts/IIA (if content-shaping), time commitment. Filed 30 days pre-ballot.
(d) Vetting & eligibility. CB screens per §8.4; where red flags exist, CB may propose mitigation (recusal walls, supervision) or recommend ineligibility with reasons and appeal.
(e) Election & seating. Simple-majority secret ballot; tie → runoff. Chairs seat 1 February (or earlier if confirmed). Results hashed and gazetted.
(f) Mandate & accountability. Chairs run monthly sessions and 90-day sprints, maintain Sendai-aligned scorecards, file Session Notes and Action Logs within 10 Business Days; two consecutive reporting failures without cure trigger review.
(g) Incompatibilities & authority. Chairs cannot hold CB posts; may not bind GRF unless empowered by DoA and CB-Cleared (Arts. 7 & 12). Recusals required where conflicts arise.
(h) Acting & by-elections. Vacancies: RSB/SLB elects an Acting Chair for ≤90 days pending by-election; CB records and gazettes.
§8.2A Chair Compensation, Benefits & Expense Policy
Compensation Status.
(a) Chairs (Regional & Thematic) may receive compensation for their official duties.
(b) Compensation is not a salary and does not create employment unless expressly contracted as such. The default form is an Auftragsvertrag (services/mandate) under Swiss law.
(c) Compensation does not confer any additional voting or fiduciary rights.
Permitted Forms.
(a) Annual Stipend/Honorarium (role-based): amount set annually by the Trustees, within published caps in Standing Orders.
(b) Project/Deliverable Fees (optional): for discrete, pre-scoped outputs (e.g., a benchmark, drill, or sprint deliverable) contracted via a short-form Chair Engagement Letter.
(c) Expense Reimbursement: reasonable, pre-approved travel and out-of-pocket costs, at published per-diem and airfare/lodging standards.
Guardrails & Preconditions.
(a) Member in Good Standing; elected per Article 8.2.
(b) Signed Chair Engagement Letter (scope, KPIs, conflicts, IP, confidentiality, safeguarding).
(c) CB Clearance reference on each payment packet (Art. 12) confirming: conflicts/RPT, independence (Art. 3), funding source neutrality, tax classification, and privacy/security if data is involved.
(d) No donor-conditioned funds; payments must come from general revenue or neutralized sources recorded in the Donor & Dues Register.
(e) No pay-to-influence: variable pay may not be tied to vendor selection, donor outcomes, or specific policy positions.
Caps & Bands (set annually; indicative policy).
(a) Regional Chairs: up to CHF 30k–60k/year stipend.
(b) Thematic Chairs: up to CHF 20k–40k/year stipend.
(c) Project Fees (if used): pre-scoped; cumulative chair compensation (stipend + project fees) may not exceed the annual cap published in Standing Orders.
(d) The Trustees may adjust caps for PPP-scale or crisis activation by recorded resolution with reasons, noticed in the Council Gazette.
Classification, Tax & Social Security.
(a) The CB and EM assess each engagement to avoid misclassification (contractor vs. employment) and to manage AHV/AVS, withholding, and treaty implications for non-resident Chairs.
(b) Where an employment relationship arises under applicable law, payroll/EOR arrangements will be put in place before payment.
(c) Chairs are responsible for their own tax filings unless payroll withholding applies.
Conflicts, Independence & Procurement Walls.
(a) Annual and event-based conflicts declarations are mandatory (Annex N).
(b) A Chair with a conflict must recuse from agenda-setting, evaluation, or award decisions related to the conflicted matter.
(c) Chairs cannot sign contracts on behalf of GRF unless expressly empowered by DoA and CB-Cleared (Arts. 7 & 12).
Transparency & Audit.
(a) Aggregate chair compensation by region/theme is disclosed annually to the GA; individual amounts may be disclosed where required by law or by GA vote.
(b) All Chair Engagement Letters and payments are logged in the Council Register; material changes are summarized in the Council Gazette.
Performance & Remedies.
(a) Payment release is contingent on KPI delivery (e.g., monthly session held, 90-day sprint outputs filed, scorecards published).
(b) Persistent non-performance, breach of independence, or policy violations triggers withholding, clawback, or removal under Art. 8.5.
Travel & Per-Diem Standards.
(a) Economy airfare >6h may be upgraded per Standing Orders; lodging class caps apply.
(b) Per-diems published annually; receipts required except where per-diem applies.
(c) Carbon-conscious travel rules apply; virtual first where feasible.
Opt-Out.
Chairs may decline compensation (pro bono) while retaining rights to expense reimbursement.
8.3 Executive Management (EM) Appointments
(a) Authority & process. Trustees appoint, evaluate, and may remove EM (ED/CEO, COO, CFO, CTO/CIO, CISO, Chief Data Steward, Program Directors). Searches are run by the Nominating & Governance Committee; CB oversees independence/compliance.
(b) Staged build-out. Hiring follows an annual EM Build-Out Plan (roles, timing, budget, KPIs) aligned to funding (Art. 13; §13.6 CB financing preserved).
(c) Contracts & powers. Written contracts specify term, duties, evaluation, compensation, clawbacks, confidentiality/IP, safeguarding. Powers derive from DoA; Material Actions always require CB Clearance.
(d) Fit-and-proper & background. Sanctions/PEP/reference checks; proportionate background screening; signing of ethics/independence undertakings; issuance of digital identity and signatory powers per Art. 7.
(e) Review & pay. Annual KPI review (safety, independence, delivery, budget discipline). Variable pay must not depend on donor-conditioned outcomes.
(f) Incompatibilities. EM may not serve as Trustees or Chairs; cooling-off per Annex N applies post-tenure.
§8.3A Executive Compensation, Benefits & Expense Policy
(Swiss Verein; Zug register; principal base Geneva. Applies to Executive Management (EM): ED/CEO, COO, CFO, CTO/CIO, CISO, Chief Data Steward, Program Directors and any role designated “Executive” by the Board. Strict multilateral standards to preserve independence, avoid donor/vendor capture, and maintain a verifiable (trust-minimized) control environment. Cross-refs: Arts. 3 (Independence), 5 (Defs), 6.4 (EM), 7 (Representation & Signatory), 10 (Meetings), 11 (ECT), 12 (CB Clearance), 13 (Finance), 14–15 (Data/Privacy/Security), 16 (Ethics & Safeguarding), 18 (Disputes). Annexes F (DoA), H (Treasury), L (InfoSec & Identity), N (Conflicts & RPT), O (HR & Compensation Handbook).)
Compensation Status.
(a) Executives are employees of GRF (Swiss or EOR payroll) unless expressly engaged under a time-boxed fixed-term mandate compliant with Swiss law.
(b) Pay is role-based cash compensation with limited, mission-safe variable elements; no equity, options, carry, profit-share, revenue share, or success fees.
(c) Compensation confers no additional governance rights beyond those in the Bylaws and DoA.
Pay Architecture & Caps.
(a) Benchmarking: Total Target Compensation (TTC) is benchmarked annually against Swiss/European nonprofit & IGO medians for comparable roles; sources and methodology filed with the CB.
(b) Global Cap: TTC for any executive may not exceed 5.0× GRF’s median full-time cash compensation (prior fiscal year), and not exceed the 75th percentile of the benchmark set, whichever is lower.
(c) Variable Pay Caps: CEO ≤ 20% of base; other executives ≤ 15%; at least 50% of any variable is deferred (12–24 months) and subject to malus/clawback.
(d) Severance Caps: CEO ≤ 12 months base; other executives ≤ 6 months base; severance forfeited upon misconduct, fraud, or material breach.
(e) No donor-linked metrics: Variable pay must not depend on donations, sponsorship totals, vendor awards, or policy positions.
Permitted Forms.
(a) Base Salary: paid monthly via Swiss/EOR payroll; mid-year adjustments require Board approval.
(b) Mission-Safe Variable: tied only to safety, independence, compliance, delivery quality, budget discipline, team health, and Sendai-aligned outcomes (with uncertainty disclosure).
(c) Spot Awards (modest): ≤ CHF 5,000 gross per event for extraordinary service; total per year ≤ CHF 10,000; requires CB Clearance and Audit & Risk notation.
(d) Benefits: statutory and plan benefits as below.
(e) Expense Reimbursement: reasonable, pre-approved T&E under published standards.
Benefits (Swiss & international).
(a) Social Insurance: AHV/AVS, ALV (unemployment), UVG/LAA (accident).
(b) Pension: BVG/LPP plan with Board-approved employer contribution; vesting and portability per plan rules.
(c) Health & Disability: local norm or allowance if EOR; disability (KTG/IPG) per Swiss practice.
(d) D&O coverage: executives are covered under GRF D&O; exclusions disclosed.
(e) Relocation/Immigration: Board-approved relocation support, visas/work permits; clawback if departure <18 months (unless good reason).
(f) Professional Development: mission-relevant training budget; attendance requires conflict screens for vendor-sponsored events.
Guardrails & Preconditions.
(a) Board approval of role, pay band, and TTC; Nominating & Governance (or Remuneration Sub-Committee) recommendation; Audit & Risk concurrence on caps.
(b) Signed Executive Employment Agreement (or fixed-term Mandate) including: duties, DoA limits, IP assignment, confidentiality, safeguarding, privacy & security obligations, conflicts, data access rules, clawback.
(c) CB Clearance reference on each comp decision & payout packet: conflicts/RPT, source-of-funds neutrality, sanctions/KYC/AML (where applicable), tax classification, and privacy/security (if data is processed).
(d) No donor-conditioned funds may support executive pay; funding must be unrestricted or neutralized and recorded in the Donor & Dues Register.
Conflicts, Independence & Outside Interests.
(a) Annual and event-based conflicts declarations; 10-day update rule; IIAs for content-shaping relationships (Annex N/J).
(b) Moonlighting/Boards: prior Board approval required; prohibited if counterparties have or seek GRF business, or if conflicts cannot be effectively walled.
(c) 12-month cooling-off before accepting compensated roles with vendors/donors tied to matters the executive influenced.
(d) No solicitation or acceptance of gifts/hospitality > de minimis without prior approval and Register entry.
Performance Management & Variable Pay Triggers.
(a) KPIs: safety (incident rate, P1 response), independence (zero donor-condition breaches), compliance (SLA attainment, audit findings closed), delivery (timely milestones, quality scorecards), budget discipline (≤ variance band), people health (retention/engagement), and uncertainty-aware impact (Sendai A–G proxies with methods & limits).
(b) Gate Conditions: variable pay requires no material breach, clean audit opinion (or remedied findings), and CB attestation of independence.
(c) Deferral & Forfeiture: deferred variable is subject to malus/clawback for up to 24 months.
Clawback & Malus.
(a) Triggers: fraud, misconduct, gross negligence, independence/conflict breach, material restatement, sanctions/AML breach, privacy/security breach, or model/data integrity misrepresentation.
(b) Tools: non-payment, reduction, recoupment, offset against severance, and legal action where needed.
Severance & Termination.
(a) Ordinary termination per Swiss law notice periods and plan rules; garden leave permitted.
(b) For cause: immediate termination; no severance; forfeiture of unpaid variable; potential clawback.
(c) Mutual separation: must respect caps and include CB Clearance, independence attestations, and full return of assets/credentials within 24 hours (Art. 7).
Classification, Tax & Social Security.
(a) Swiss payroll preferred; EOR for non-Swiss posts; Board approval required.
(b) GRF handles employer obligations (AHV/AVS, BVG/LPP, withholding); executives remain responsible for personal tax filings; tax equalization only if pre-approved by Board.
(c) Work location and PE (permanent establishment) risks must be CB-Cleared; cross-border telework requires documented ruling or risk acceptance by Board.
Travel & Per-Diem Standards (Executives).
(a) Virtual-first; travel only when mission-critical.
(b) Air: Economy standard; Premium Economy permitted for segments >6h; Business only for medical or mission-critical justification with prior approval.
(c) Lodging/per-diems per policy; receipts unless per-diem applies; carbon-conscious routing and local transit preferred.
Transparency & Audit.
(a) Compensation Report to the Board annually: bands, ratios (CEO/median), benchmarking sources, variable pay gates, use of discretion; a summary is presented to the GA.
(b) All comp decisions, agreements, CB Clearances, and payout provenance hashes are filed in the Council Register; material changes are summarized in the Council Gazette.
(c) Audit & Risk performs an annual comp compliance review; exceptions require ≥2/3 Board approval and CB opinion.
Prohibitions (Strict).
(a) No fundraising commissions, success fees, or lead-generation incentives.
(b) No vendor-linked bonuses or any incentive tied to specific procurement or awards.
(c) No personal IP holdback: all work-product/IP created in role is assigned to GRF; open licensing per policy unless restricted by law or CB-cleared contract.
Payment Processing & Evidence.
(a) Payroll and bonuses follow four-eyes controls (Art. 7) and reference Clearance IDs; evidence packs (KPI attainment, audit gates) accompany approvals.
(b) Banking/KYC verified; sanctions screens before payment (Annex M); deviations logged and remediated.
Recruitment, Relocation & Non-Compete.
(a) Search led by Nominating & Governance; diverse shortlist; structured interviews; reference & background checks (proportionate).
(b) Relocation support per policy with clawbacks on early departure (unless good reason).
(c) Non-compete/Non-solicit clauses are limited in scope, geography, and duration and must be reasonable under Swiss law; confidentiality and IP obligations survive termination.
Whistleblowing & Safeguarding.
(a) Executives are mandatory reporters for safeguarding and integrity concerns; retaliation is prohibited (Art. 16).
(b) Breaches by executives trigger independent investigation; outcomes reported to the Board and, where appropriate, noticed.
Sunset & Transition.
(a) Existing executive arrangements are conformed to this Policy at next renewal or within 90 days of adoption, whichever sooner.
(b) Conflicts with this Policy are resolved per Art. 5.2; the CB may issue a Council Circular to clarify implementation without amending the Bylaws.
Design Result: Pay that is mission-safe, capped, independent, auditable, and globally portable, enabling GRF to recruit and retain exceptional leadership without compromising neutrality or integrity.
Article 8.4 — Eligibility, Fit-and-Proper & Conflicts (All Elected/Appointed Roles)
(Swiss Verein; Zug register; principal base Geneva. Applies to Trustees, Committee Members, Chairs (Regional & Thematic), Executive Management (EM), and CB Officers where relevant. Cross-refs: Arts. 3 (Independence), 4 (Membership), 5 (Definitions & Interpretation), 6 (Governing Bodies), 7 (Representation & Signatory), 10 (Meetings & Voting), 12 (CB Clearance & Materiality), 13 (Finance), 14–15 (Data/Privacy/Security), 16 (Ethics & Safeguarding), 18 (Disputes); Annexes K (Election Code), N (Conflicts & Related-Party), M (Sanctions/KYC/AML), F (DoA).)
8.4.1 Scope & Applicability
(a) This Article sets baseline eligibility, fit-and-proper standards, conflict-of-interest rules, incompatibilities, and continuous disclosure duties for all elected (Trustees, Chairs) and appointed roles (committee members, EM, CB officers where designated).
(b) Role-specific overlays in §8.4.9 apply in addition to these baselines.
8.4.2 Baseline Eligibility & Time Commitment
(a) Good Standing. Candidate must be a Member in Good Standing (Art. 4), with dues current, disclosures up to date, and no suspension in force.
(b) Acceptance of Instruments. Written acceptance of the Charter/Bylaws, Independence & Non-Affiliation posture (Art. 3), Code of Ethics, Data/Privacy/Security policies, and Safeguarding standards.
(c) Time Commitment (indicative minimums):
• Trustees: 15–25 days/year (meetings, papers, committees).
• Committee Chairs/Members: 8–15 days/year.
• Regional/Thematic Chairs: 6–10 days/month (sessions, 90-day sprints, reporting).
• Executives: full-time or as contracted.
(d) Residency/Travel. Ability to attend hybrid/remote meetings across time zones; valid travel documents where in-person attendance is required.
(e) No Disqualifiers. None of the disqualifying events in §8.4.5 may be present.
8.4.3 Fit-and-Proper Criteria (all roles)
(a) Integrity. No disqualifying criminal/fraud findings; no unresolved sanctions/export-control breaches; truthful, complete disclosures.
(b) Competence. Demonstrated track record relevant to DRR/DRF/DRI or the functional remit (finance, law, security, data, governance). Fiduciary roles must evidence the ability to read budgets, risk registers, and audit reports.
(c) Financial Soundness. No recent bankruptcy/insolvency disqualifier where fiduciary oversight is involved; any historic proceedings must be fully discharged and disclosed.
(d) Independence. Freedom from influence that could reasonably impair objective judgment; willingness to operate with recusal walls, donor walls, and procurement walls administered by the CB.
(e) Conduct & Safeguarding. No substantiated harassment, discrimination, bullying, abuse, or safeguarding violations; adherence to the Code of Ethics and safeguarding protocols.
8.4.4 Risk-Tiering & Look-Back Periods
(a) Risk Tiers. The CB applies tiered screening proportional to role sensitivity: Tier 1 (Trustees/EM/CB officers), Tier 2 (Chairs/Committee Chairs), Tier 3 (Committee members/Advisors).
(b) Look-Back: Integrity/financial events are screened with a standard 5-year look-back (Tier 2–3) and 10-year look-back (Tier 1), subject to mandatory-law limits and rehabilitation principles.
(c) Materiality. The CB may elevate cases to Tier 1 where objective risk (scale, access, public impact) warrants.
8.4.5 Disqualifying & Potentially Disqualifying Events
(a) Disqualifying (automatic unless waived by Board ≥2/3 with CB opinion):
1) Fraud, corruption, money-laundering, terrorism-financing, or equivalent final conviction within look-back;
2) Active listing on SECO/EU/OFAC or equivalent sanctions list;
3) De-registration/disqualification by a court or regulator for fiduciary misconduct;
4) Willful misrepresentation to GRF during vetting;
5) De facto control by a sanctioned person/entity.
(b) Potentially Disqualifying (case-by-case with mitigations):
1) Pending investigations / civil findings;
2) Unresolved tax liens or recent (≤3 years) personal insolvency where the role includes fiduciary duties;
3) Persistent breach of independence in prior roles;
4) Major adverse media substantiated by documents.
(c) Mitigations. Recusal walls, limited mandates, supervision, or time-bound probation may be applied; all mitigations are recorded in the Council Register.
8.4.6 Disclosures, Attestations & Continuous Updates
(a) Annual Declarations. Comprehensive Conflicts & Related-Party disclosure (Annex N), Outside Interests, and Beneficial Ownership (where relevant).
(b) Event-Based Updates. Any change affecting eligibility, independence, or conflicts must be reported within 10 days to the CB.
(c) Independence Impact Assessment (IIA). Required for content-shaping engagements (advisory to vendors/donors active in GRF domains) or major contributions; the CB may impose donor or procurement walls.
(d) Attestations. Semi-annual fit-and-proper and independence attestations for Tier-1 roles; annual for others.
8.4.7 Sanctions/KYC/AML Screening & Appeals
(a) Screening. The CB screens candidates and incumbents proportionately against SECO/EU/OFAC/UK lists, PEP databases, and adverse-media sources; results are documented.
(b) False Positives & Remediation. Candidates are given an opportunity to clarify false positives; the CB records the outcome and rationale.
(c) Decisions & Reasons. Where eligibility is denied or conditioned, the CB issues a reasoned decision (redactions as lawful) and informs the relevant appointing/electing authority.
(d) Appeal. Procedural appeals follow Art. 18 (mediation → Swiss Rules arbitration, seat Geneva, EN). Substantive eligibility calls are reviewed for manifest error only.
8.4.8 Training, Certification & Language
(a) Mandatory Training (onboarding + annual): independence & conflicts; data/privacy/security (FADP; GDPR where applicable); safeguarding; signatory & DoA (for fiduciaries); election or meeting rules (as relevant).
(b) Certification. Completion is a condition of office; non-completion may lead to suspension (§8.5).
(c) Language. Ability to transact in English (EN) (controlling language; Art. 5.2); FR/DE support provided for filings/operations.
8.4.9 Incompatibilities, Cooling-Off & Outside Interests
(a) Dual-Office Incompatibilities.
1) Trustees may not hold EM or CB posts, nor serve as Chairs, during tenure.
2) CB officers are non-executive and may not hold EM roles or voting seats on RSB/SLB.
(b) Cooling-Off.
1) CB Personnel: 12-month cooling-off before any EM role or compensation from counterparties they cleared or oversaw.
2) Trustees/Chairs: 12-month cooling-off before compensated roles with counterparties involved in matters they voted on or materially influenced.
(c) Outside Roles. Moonlighting/board seats require prior approval (Trustees: Board; Chairs: LC or Trustees per Standing Orders; EM: Board). Disallowed if a conflict cannot be effectively mitigated.
(d) Concentration Caps. Standing Orders may set thresholds to avoid corporate/sovereign dominance (e.g., no more than one Trustee from a corporate group; sectoral balance on committees).
8.4.10 Conflicts of Interest: Definitions, RPTs & Walls
(a) Conflict of Interest. Any financial, personal, professional, or duty relationship that could reasonably be perceived to impair impartiality.
(b) Related-Party Transactions (RPT). Any transaction with a related party exceeding CHF 10,000 in any 12-month period requires CB Clearance, independent review, and Trustee approval (for fiduciary bodies).
(c) Procurement Walls. Conflicted persons are excluded from needs definition, vendor contact, evaluation, scoring, and award; the CB maintains a wall log.
(d) Donor Walls. No donor-conditioned content or pay; donor-specific influence on appointments, policy positions, or awards is prohibited.
(e) Recusal Mechanics. Conflicted members must: declare, leave the room (or virtual equivalent), and abstain from documents, deliberations, and votes; recusals are recorded in minutes and filed in the Council Register.
(f) Gifts & Hospitality. Above de minimis levels defined in Annex N require prior approval and register entry.
8.4.11 Role-Specific Overlays
(a) Trustees (Tier 1). Higher integrity and independence thresholds apply; no paid consulting to GRF or counterparties during tenure; no success fees, vendor retainers, or fundraising commissions; enhanced disclosure of outside roles.
(b) Chairs (Tier 2). May receive stipends per §8.2A; cannot sign contracts unless empowered by DoA and CB-Cleared (Arts. 7 & 12); must maintain 90-day sprint outputs and scorecards; stricter recusal in regional/thematic procurement.
(c) Executives (Tier 1). Employees (or fixed-term mandates) per §8.3A; no vendor/donor-linked pay; deferral/clawback regimes; prior approval for outside boards; 12-month post-tenure cooling-off.
(d) CB Officers (Tier 1). Non-executive; solely compliance/channeling; no program delivery roles; no compensated engagements with counterparties; 12-month cooling-off; independence audits as scheduled.
(e) Advisory Bodies/Committee Members (Tier 2–3). Non-fiduciary unless designated; must follow conflicts, disclosures, and recusal rules; any paid advisory must be CB-Cleared with public notice where material.
8.4.12 Monitoring, Re-Verification & Audits
(a) Annual Re-verification. CB re-screens Tier-1 roles annually (sanctions/PEP/adverse media) and Tier-2 roles at least every 24 months; Tier-3 upon rotation or risk trigger.
(b) Triggered Reviews. Any credible allegation, incident, or adverse finding prompts review; urgent interim suspension may be imposed per §8.5.
(c) Audit. Audit & Risk Committee receives a yearly assurance report on adherence to this Article; summary noted in the Council Gazette.
8.4.13 Remedies, Enforcement & Appeals
(a) Remedies. Conditions, supervision, recusal walls, mandate narrowing, probation, or temporary suspension.
(b) Sanctions. Censure, removal from office, malus/clawback of stipends/fees/bonuses where applicable, and referral to authorities where legally required.
(c) Voidability. Decisions taken with undisclosed, material conflicts are voidable at GRF’s election (Art. 7.11).
(d) Appeal. Procedural appeals per Art. 18; CB decisions reviewed for manifest error; higher-instrument precedence per Art. 5.2.
8.4.14 Data Protection, Confidentiality & Use of Vetting Information
(a) Vetting and monitoring data are processed under FADP (and GDPR/UK GDPR where applicable), with purpose limitation, access controls, and retention schedules.
(b) Candidates consent to screening as a condition of election/appointment; denial of consent may render the candidate ineligible.
(c) CB may provide redacted reasons for eligibility decisions; full files remain confidential except as required by law or arbitration.
8.4.15 Diversity, Inclusion & Accessibility
(a) GRF pursues broad representation across geography, sector, discipline, and lived experience to reflect the all-of-society approach, without compromising fit-and-proper standards.
(b) Accessibility accommodations for candidacy and officeholding are provided where reasonable and lawful.
8.4.16 Transitional & Housekeeping
(a) Within 30 days of adoption, the CB publishes standard forms: Annual Declaration, Event-Based Update, IIA template, and role-specific checklists.
(b) Existing officeholders complete refreshed disclosures within 30 days and undergo re-verification within 60 days.
(c) Conflicts with legacy policies are resolved under Art. 5.2; the CB may issue a Council Circular to clarify implementation.
Design result: A single, strict, and auditable eligibility and conflicts regime—from Trustees to Chairs to Executives—that resists capture, preserves neutrality, and scales globally with clear walls, disclosures, screening, and enforceable remedies.
8.5 Vacancies, Suspension, Removal & Recall
(Swiss Verein; Zug register; principal base Geneva. Applies to Trustees, Committee Members, Regional/Thematic Chairs, Executive Management (EM), and CB officers where designated. Cross-refs: Arts. 3 (Independence), 5 (Defs & Precedence), 6 (Governing Bodies), 7 (Representation & Signatory), 10 (Meetings & Voting), 11 (ECT & Inter-Nexus), 12 (CB Clearance & Materiality), 13 (Finance), 14–15 (Data/Privacy/Security), 16 (Ethics & Safeguarding), 18 (Disputes); Annexes K (Election Code), N (Conflicts & RPT), M (Sanctions/KYC/AML).)
8.5.1 Scope & Definitions
(a) Scope. This Article governs how offices become vacant; when and how interim suspensions are used; removals for cause; recalls by electorates; and all collateral consequences and records.
(b) Nexus Entity. For the purposes of §8.5.9, “Nexus Entity” means any organization that is party to the Earth Cooperation Treaty (ECT) with GRF (including GCRI, GRA, NSF, NE Labs, and any acceding entity).
(c) Governing Board vs. Executive Board. “Governing Board” means the fiduciary body equivalent to Trustees; “Executive Board” means the entity’s senior management (e.g., CEO/ED and direct reports), regardless of title.
8.5.2 Vacancy Events & How They Are Filled
(a) Events creating a vacancy. Resignation; death or incapacity; loss of eligibility; removal; failure to assume office within 30 days of election/appointment; acceptance of an incompatible office without approved mitigation.
(b) Trustees. The Board may appoint an interim Trustee to serve until the next GA, at which time the seat is filled by election for the unexpired term.
(c) Chairs (Regional/Thematic). The relevant RSB/SLB elects an Acting Chair (tenure ≤ 90 days) and runs a by-election within that period; the CB records and gazettes the interim arrangement.
(d) Executive Management. The Board appoints an Acting Officer (internal or external) pending a formal search.
(e) CB Officers. The Trustees appoint an Acting Deputy/Officer on CGS recommendation; entries updated in the Signatory Ledger.
(f) Cascade & succession. If multiple vacancies arise, the order of succession published in Standing Orders applies; the CB must ensure continuity of signatory powers per Art. 7.
8.5.3 Temporary Absence vs. Vacancy
(a) Temporary absence (e.g., illness, parental leave) does not create a vacancy; an Acting designation is issued with scope and duration, recorded by the CB.
(b) Absences exceeding 180 days may be treated as vacancies at the Trustees’ discretion (or RSB/SLB for Chairs), subject to due process.
8.5.4 Interim Suspension (Preventive Measure)
(a) Trigger. Upon credible integrity, safety, legal, sanctions/AML, privacy/security, or safeguarding risk, the CB (with a Trustee Officer) may suspend any officeholder for up to 60 days while facts are determined.
(b) Process. The CB issues a written Suspension Order (allegations, scope, access restrictions); files in the Council Register; notifies the person and relevant body; appoints an Acting replacement where needed.
(c) Access lockdown. Within 24 hours, signatory powers and systems access are suspended (Art. 7), with data preservation holds in place.
(d) Outcome. Suspension lapses, is extended (one additional 30-day period with reasons), or is converted to removal proceedings under §8.5.6.
8.5.5 Investigation & Fact-Finding
(a) Lead. The CB coordinates the investigation; independent counsel or auditor may be engaged for Tier-1 roles (Trustees/EM/CB officers).
(b) Safeguards. Whistleblowers are protected (Art. 16). Data handling follows Arts. 14–15.
(c) Report. A reasoned Findings Report informs the decision authority; a redacted summary may be gazetted where appropriate.
8.5.6 Removal for Cause
(a) Grounds. (i) Serious or persistent breach of Bylaws/Policies/Standing Orders; (ii) material conflict or nondisclosure; (iii) misconduct (fraud, corruption, harassment, safeguarding); (iv) sanctions/AML violations; (v) persistent non-performance (including two consecutive reporting cycles missed by Chairs without cure); (vi) loss of eligibility or fit-and-proper status; (vii) material privacy/security breach or model/data integrity misrepresentation.
(b) Trustees. Removable by 2/3 Board vote; procedural review by GA limited to due-process issues (Art. 18).
(c) Chairs. Removable by the electorate via special e-ballot (simple majority) or by Trustees upon CB referral (where the harm/risk threshold is met).
(d) EM. Removable by the Trustees (simple majority, or 2/3 if specified in the contract); severance and clawback rules per §8.3A.
(e) CB Officers. Removable by 2/3 Trustees on CGS referral (or by Chair of Trustees if CGS is the subject).
(f) Public-interest exception. The Trustees may act summarily to remove a fiduciary role if there is an imminent risk to life/safety, legal compliance, or institutional continuity, with immediate notice and expedited review under Art. 18.
8.5.7 Due Process (Swiss Civil Code Art. 72-aligned)
(a) Notice. Written notice of allegations and the evidence outline.
(b) Response. Opportunity to respond normally 15 days (shorter where urgent and proportionate).
(c) Decision. A reasoned decision is issued and entered in the Council Register (redactions as lawful).
(d) Appeal. Procedural appeals follow Art. 18 (mediation → Swiss Rules arbitration; seat Geneva; EN language).
(e) Non-retaliation. Parties and witnesses shall not be retaliated against; violations are separate grounds for discipline.
8.5.8 Consequences & Collateral Measures
(a) Immediate controls. Revocation of signatory powers, credentials, and system access within 24 hours; return of records/assets; cessation of representation.
(b) Survival. Confidentiality, IP, independence, and safeguarding obligations survive termination.
(c) Compensation. Stipends/fees/bonuses may be withheld, reduced, or clawed back per §8.1A, §8.2A, §8.3A.
(d) Notice. Material outcomes are summarized in the Council Gazette with a provenance hash.
8.5.9 Cross-Nexus Candidacy & Dual-Office Conflicts
(Members of a governing board of a Nexus Entity becoming a candidate for the Executive Board of another Nexus Entity.)
A. Trigger & Notification
(a) Any GRF officeholder who intends to seek, be shortlisted for, or accept an EM role (Executive Board) at another Nexus Entity must notify the CB in writing before engaging with that process.
(b) The CB opens a Cross-Nexus Integrity Dossier and performs a rapid conflicts/sanctions screen under Annex N/M.
B. Campaign/Selection Period Walls
(c) The officeholder is placed on Campaign Leave (non-disciplinary) effective upon formal candidacy/shortlisting:
1) Trustees/Committee Members: recusal from all agenda items concerning that Nexus Entity and adjacent matters;
2) Chairs: recusal from regional/thematic items that touch the recruiting Nexus Entity;
3) Executives: Acting arrangements are installed for any functions overlapping with the recruiting Nexus Entity.
(d) Information Wall. Access to non-public GRF information relevant to the recruiting Nexus Entity is suspended; prior materials may not be used for candidacy.
(e) No resource use. GRF resources (time, data, marks, staff) may not be used for candidacy; violations are grounds for discipline.
C. Dual-Office Prohibition & Resignation Rule
(f) No person may simultaneously serve on the Governing Board of one Nexus Entity and on the Executive Board of another Nexus Entity unless a formal ECT Waiver & Protocol is adopted by both entities and CB-Cleared, demonstrating robust walls, oversight, and public interest.
(g) If an offer is made and accepted for an EM role at another Nexus Entity, the individual must resign from their GRF fiduciary role before taking up the EM post (or vice-versa), unless an ECT waiver under §8.5.9(f) is in force.
(h) Where the officeholder is a Chair, acceptance of an EM role at another Nexus Entity requires immediate resignation as Chair; the RSB/SLB installs an Acting Chair and runs a by-election (§8.5.2).
D. Procurement & Donor Integrity
(i) During candidacy and for 12 months after appointment at the other Nexus Entity, the individual is walled from GRF procurement, donor relations, or policy setting that touch that entity or its controlled affiliates.
(j) Any Related-Party Transaction between GRF and the other Nexus Entity within 12 months requires CB Clearance, independent review, and Trustee approval (Art. 7.10(b)).
E. Use of Information & IP
(k) Non-public GRF information, models, data, and IP may not be used in the candidacy or in the new role unless a CB-Cleared ECT schedule authorizes such sharing with reciprocity, licensing, and provenance controls.
F. Failure to Comply
(l) Failure to notify, wall, or resign as required constitutes cause for suspension or removal (§8.5.6) and may result in clawback and referral per policy.
G. Safe-Harbor
(m) Good-faith notification and compliance with walls provide a safe-harbor from adverse inference; the CB will confirm compliance in the Council Register.
8.5.10 Recall by Electorate
(a) Right of recall. The Election Code (Annex K) may provide for recall upon petition by ≥ 20% of the relevant electorate (Trustees: GA; Chairs: regional/thematic electorate).
(b) Verification & ballot. The CB verifies signatures; a recall ballot is conducted within 30–45 days; simple majority decides.
(c) Safeguards. Anti-harassment and anti-vexatious use rules apply; successive recall attempts require a cool-off of 180 days.
8.5.11 Records, Notices & Transparency
(a) All suspensions, acting designations, removals, resignations, and recall outcomes are filed in the Council Register; material items are summarized in the Council Gazette with provenance hashes (redactions as lawful).
(b) Signatory changes are reflected in the Signatory Ledger and notified to banks, custodians, and critical counterparties within 5 Business Days (Art. 7).
8.5.12 Rehabilitation & Re-Eligibility
(a) Performance-based removals (no integrity breach) may permit re-nomination after one full term if the deficiency is cured.
(b) Integrity-based removals require a Trustees’ waiver (2/3) upon a CB opinion evidencing remediation and public-interest benefit.
8.5.13 Transitional & Housekeeping
(a) Within 30 days of adoption, the CB publishes templates for Suspension Orders, Acting Designations, Resignation Acknowledgements, Wall Notices, and ECT Waiver Protocols.
(b) Existing officers engaging with Nexus Entity recruitments must self-report to the CB within 10 days to align with §8.5.9.
(c) Conflicts with legacy provisions are resolved per Art. 5.2; the CB may issue Council Circulars to clarify implementation without amending this Article.
Design intent: Fast, fair, and auditable remedies that keep GRF neutral and reliable—while enabling legitimate mobility across the Nexus Ecosystem under clear walls and resignation rules that prevent capture, leakage, and conflicts.
8.6 Election Integrity, Technology & Transparency (trustees & chairs)
8.6.1 Scope & Legal Grounding
This Article governs every GRF electoral event—Trustees, Regional & Thematic Chairs, committee elections (if any), recalls, by-elections, and advisory referenda—and sets selection-transparency rules for appointments (Executive Management, CB officers, committees) where a vote is not held.
Swiss law & norms. GRF is a Swiss Verein (Swiss Civil Code Arts. 60–79). Processes align with: (i) Swiss private-law requirements for associations (capacity, due process, record-keeping); (ii) ZertES for qualified e-signatures; (iii) FADP (and GDPR/UK GDPR where applicable) for data; and (iv) international multilateral good practice (impartial administration, equal opportunity, secrecy of the ballot, transparent tally, effective remedies).
8.6.2 Principles
- Lawfulness & legitimacy (Bylaws, Election Code Annex K).
- Impartial administration (CB runs process; no policy stake).
- Equal opportunity & non-discrimination (global, all-of-society).
- One person, one vote; secret ballot (confidential, coercion-resistant).
- Verifiability & auditability (cryptographic proofs, chain-of-custody).
- Accessibility (languages, disability, bandwidth, time zones).
- Proportionality & data minimization (privacy by design).
- Effective, timely remedies (clear incident response & appeals).
8.6.3 Governance & Accountability
- Owner: Central Bureau (CB) administers calendars, rolls, platforms, audits, disputes; maintains the Council Register and publishes the Council Gazette.
- Oversight: Trustees approve the Election Code and any deviations; Audit & Risk receives integrity reports; Nominating & Governance oversees candidate vetting.
- Conflict walls: Any official with a campaign interest is walled from election operations.
8.6.4 Voter Rolls & Eligibility
- Sources: Register of Members (Art. 4) + body-specific electorates (regional/thematic).
- Cut-off: T−10 days (or as set in Annex K).
- Challenges: Fast-track eligibility review; CB decision within 3 Business Days.
- Privacy: Rolls used only for the election; contact data never shared beyond official notices.
8.6.5 Identity, Authentication & Ballot Secrecy
- E-voting identity: QES/AES credentials + MFA on CB-approved platforms; paper voters show pre-verified ID or CB-accepted credentials.
- Unique voting: Duplicate prevention (ledger reconciliation, cryptographic checks).
- Secrecy: Strict separation of identity from choices; tamper-evident logs; role-based access.
- Anti-coercion: No screen-sharing/screenshot proofs; victims may request reissue; coercion reports trigger protective measures.
8.6.6 Voting Channels & Chain of Custody
- Channels: Remote e-voting, in-person e-kiosks, and paper fallback—same ballot definition across channels.
- E-voting: End-to-end verifiability (cast-as-intended, recorded-as-cast, tallied-as-recorded); non-revealing receipts; public provenance hashes.
- Paper: Secure print, serial control, sealed boxes, two-person rule, custody logs.
- Reconciliation: Paper counts reconcile to the digital ledger; any mismatch invokes §8.6.12.
8.6.7 Platform Governance & Security
- Approval: Only platforms with independent security assessment, pen-test, and crypto review; report excerpts posted.
- Key management: HSM-backed keys; dual control; key ceremonies logged.
- Ops security: DDoS protection, rate-limiting, geo-risk throttling; 24/7 monitoring.
- Change freeze: From T−72h until certification; emergency patches require a Council Order.
- Bug bounty/red-team: Time-boxed before the window; fixes tracked to closure.
8.6.8 Accessibility, Language & Inclusion
- Languages: EN controls (Art. 5.2) with FR/DE support for ballots, instructions, and help content.
- Disability: WCAG-conform e-ballots, screen reader/keyboard access; large-print and high-contrast options.
- Bandwidth: Low-bandwidth ballot path; SMS/email OTP options (with MFA).
- Time zones: Global windows of at least 72 hours; staggered support lines.
- Cost neutrality: No fees to vote; travel stipends may be offered for in-person ballots where necessary and proportionate.
8.6.9 Candidate Qualification, Disclosure & Ballot Access
- Eligibility: Per Articles 8.1–8.4 (fit-and-proper, independence, conflicts).
- Disclosures: Statement, CV, conflicts & IIA (if content-shaping ties), consent to screening.
- Ballot access: Verified candidates listed alphabetically with equal space; write-ins allowed if pre-screened by CB before count (Annex K).
8.6.10 Campaign Conduct, Finance & Technology
- Equal access: Official fora act as common carriers—neutral moderation, identical word/character limits, synchronized deadlines.
- Finance: No use of GRF funds/resources beyond common-carrier provisions; in-kind support > CHF 2,500 disclosed; spending caps may be set in Annex K.
- Prohibitions: Quid-pro-quo; misuse of GRF data/marks; targeted harassment; undisclosed coordination with vendors/donors; bulk unsolicited messaging via GRF systems; bot amplification.
- AI & deepfakes: Any synthetic media must carry a clear label; impersonation is prohibited and sanctionable (censure → disqualification → removal).
- Data use: Candidate outreach only via CB-mediated broadcast tools; scraping/exporting the Register is forbidden.
8.6.11 Communications Blackout & Information Integrity
- Blackout: 48-hour quiet period before balloting; only CB may issue process clarifications.
- Misinformation: Rapid corrective notices; takedowns of impersonations/fraud; repository of official FAQs; mirrored updates in FR/DE.
8.6.12 Incident Response & Continuity
- Severity: P1 (active compromise/coercion), P2 (material anomaly), P3 (minor).
- Timelines: P1 acknowledge 4h, contain 24h, interim report 72h; P2/P3 per Annex K.
- Tools: Extend window, reissue ballots, switch to paper, partial re-run under Council Order (reasons, scope, mitigations).
- Forensics: Immutable logs, synchronized timestamps, signed backups; external forensics for Tier-1 events.
8.6.13 Observers, Logic & Accuracy (L&A) Tests, Audits
- Observers: CB may accredit neutral observers (academia/IGO/NGO) under confidentiality; observation protocols published.
- L&A tests: Public test T−3 to T−1 days; results hashed and filed.
- Post-election audit: Methods, anomalies, remedies; filed in Council Register and gazetted in summary (lawful redactions).
8.6.14 Tally, Recounts & Risk-Limiting Audits
- Tally: Cryptographic tally + independent parallel vote tabulation where paper is used.
- Recount triggers: Automatic if margin ≤ 0.5% or ≤ 3 votes (whichever greater) or if integrity anomalies arise.
- Risk-Limiting Audit: Mixed-channel elections run an RLA to ≤10% risk limit (or stricter per Annex K); sample sizes/methods published.
- Result pack: Tallies, proofs, chain-of-custody attestations, audit findings; sealed with provenance hash.
8.6.15 Certification, Publication & Retention
- Provisional → certified: Provisional results after window close; certified after audits/recounts complete.
- Publication: Vote totals, turnout, spoiled/reissued counts, recount/audit notes; voter anonymity preserved.
- Retention: E-records, keys, logs 5 years; paper ballots 2 years (longer if law/disputes require).
- Open data: Non-identifying aggregates may be released for research after CB review.
8.6.16 Disputes, Remedies & Appeals
- Filing window: Process complaints within 7 days of certification.
- Decision: CB issues reasoned decision (redactions as lawful).
- Appeal: Procedural appeals under Art. 18 (mediation → Swiss Rules arbitration; seat Geneva; EN).
- Remedies: Recounts; partial re-runs; adjustment of tallies; if material taint is proven, void & re-run with safeguards.
8.6.17 Special Cases & All-Level Coverage
- By-elections/recalls: Same standards, with compressed but fair timelines; CB publishes a deviation note if any control is altered.
- Regional constraints: Where host law adds requirements, CB prepares FR/DE execution copies and ensures compliance without altering EN control.
- State-Level caucuses: Permitted under this Article with additional sovereign-protocol steps noticed by CB.
- Cross-Nexus (ECT) coordination: If electorates overlap across Nexus Entities, CBs exchange integrity notices and schedule to avoid confusion; dual-office and walling rules in §8.5.9 apply.
8.6.18 Appointments Transparency (Non-Electoral Selections)
- Public brief: Role description, skills matrix, pay band/caps, timeline.
- Process integrity: Structured screening, standardized scoring rubric, documented interviews, references; CB conflict-walls applied.
- Shortlist & reasons: Names may be confidential where lawful; process summary filed in the Council Register; material appointments gazetted.
- Appeals: Procedural only (bias, undisclosed conflicts, material process defect) under Art. 18.
8.6.19 Data Protection & Cryptographic Hygiene
- Lawful basis: Election data under FADP (and GDPR/UK GDPR where applicable); purpose limitation, minimization, access control.
- Key hygiene: Dual control; revocation logs; time-stamped proofs.
- Deletion/anonymization: Personal data not needed post-certification & dispute window is deleted or anonymized per retention schedules.
8.6.20 Transitional & Housekeeping
- Within 30 days: CB publishes the annual Election Calendar, platform whitelist, L&A checklist, observer protocol, audit templates, candidate conduct guide, and hotline/escalation map.
- Deviations: Any deviation requires a Council Order stating necessity, scope, mitigations; all deviations are logged and hashed.
- Legacy processes: Brought into conformity at the next election cycle.
Design result: Elections and selections that are neutral, verifiable, accessible, and resilient—secured by Swiss-grade legal rigor, cryptographic proofs, public audits, and effective remedies—fit for a multipolar, polycrisis world and the GRF’s all-of-society mission.
8.7 Election & Appointment Calendars (standard)
(a) Trustees (illustrative).
• T-60 days: Call for nominations & skills matrix published.
• T-30: Nominations close; CB screening commences.
• T-20: Provisional slate posted; appeals window opens (5 days).
• T-10: Final slate posted; voter roll certified.
• T-0: Ballot; T+0/1: results posted & hashed; T+10 BD: officers elected.
(b) Chairs (January cycle).
• 15 Dec: Call; 15 Jan: ballot; 1 Feb: seating; by-elections within 30 days of vacancy.
(c) EM. Annual EM Build-Out Plan (Q4) with role timelines; appointments as funding matures.
8.8 Records, Notices & Publication
(a) Registers. All election/appointment instruments, result packs, and oath/undertaking forms are filed in the Council Register; material notices appear in the Council Gazette with provenance hashes (lawful redactions permitted).
(b) Privacy & data. Candidate/officeholder personal data processed under FADP (and GDPR/UK GDPR where applicable); DPIA for e-voting platforms; data minimization and retention schedules apply.
8.9 Oath, Training & Continuing Obligations
(a) Oath. Before seating, each fiduciary signs an Oath of Office (loyalty to GRF’s public-benefit mission; independence; confidentiality; compliance).
(b) Training. Onboarding within 30 days; annual refreshers mandatory. Failure to complete is grounds for suspension.
(c) Gifts & hospitality. Limits and prior approval thresholds per Annex N; register of declared gifts maintained by CB.
8.10 Miscellany & Transitional
(a) Harmonization. Annex K (Election Code) governs mechanics not specified herein. Where conflicts arise, Art. 5.2 precedence applies; CB may issue a Council Circular to clarify without amending this Article.
(b) Transitional to full seven Trustees. The Board may co-opt up to two interim Trustees to ensure quorum/committee coverage; co-options expire at the next GA election.
(c) Force majeure. If extraordinary circumstances impede physical meetings, fully remote processes are valid provided identity, secrecy, and verifiability standards are met.
Design result: Open, auditable, skills-based leadership selection with strong fit-and-proper screens, dual-quorum protection, defined timelines, and rapid vacancy management—delivering neutral, competent governance at global scale for DRR/DRF/DRI.