Bylaw 13. Standing Orders & Amendments

(Swiss Verein; Zug register; principal base Geneva. This Bylaw establishes (i) the framework for Standing Orders that operationalize notices, agendas, voting, remote/hybrid protocols, and elections; and (ii) the change-control for the Charter/Bylaws and Standing Orders. It preserves Independence (Art. 3), aligns with Authorities & Reserved Matters (Art. 9), embeds CB (Privy Council) Clearance, Council System of Record (CSR) filings, and Council Gazette publication (Arts. 9.3, 12–13). Cross-refs: Arts. 1–2, 4–8, 10–12, 14–21; Bylaws 1–12. EN controls; FR/DE companions may be issued.)

13.0 Purpose, Scope, Hierarchy & Construction

13.0.1 Purpose

Standing Orders (“SOs”) are Board-issued, CB-cleared rules that standardize how GRF governs: notices, agendas, board packs, meeting conduct, voting mechanics, remote identity, in-camera practice, election execution, publication rhythms, and corrections.

13.0.2 Scope & Persons Bound

SOs bind Trustees, Committees, CB, Executive Management (EM), Chairs, and Members for covered processes, including GA, Board, Committees, LC/GSB/RSB/SLB, and election bodies.

13.0.3 Document Hierarchy (Art. 5.2; Precedence)

Charter/Bylaws (highest) → Bylaws (this instrument) → Standing Orders → Annexes (e.g., DoA, Signatory Matrix) → Playbooks/Templates. Higher instruments prevail; where ambiguity persists, EN controls.

13.0.4 Construction

SOs are procedural; they do not alter rights or thresholds fixed in Charter/Bylaws unless expressly empowered herein. Conflicts are resolved by applying specific over general, then newer over older, then Board resolution.

13.1 Standing Orders — Adoption, Content & Enforcement

13.1.1 Adoption, Revision & Publication

1. Adoption/Change. SOs pass by simple majority of Trustees unless a higher threshold is expressly set; CB Pre-Clearance (lawfulness, independence, consistency) is mandatory.
2. CSR & Gazette. Each SO (and revision) is filed in CSR with version/hash and is summarized in the Council Gazette within 10 Business Days (lawful redactions).
3. Review Cycle. Annual review or upon material risk/legal change; sunset reviews for pilot provisions.
4. Emergency SOs (RAP). During RAP (Art. 19), temporary SOs may be issued by ≥2/3 Trustees, sunset ≤90 days, gazetted same day, and later ratified or lapse.

13.1.2 Core Content of Standing Orders (minimum topics)

(a) Notices & Agendas.

• GA: 30 calendar days notice; agenda with voting item abstracts, quorum statement, proxy rules, independence notice; FR/DE companions where feasible.
• Board: 10 Business Days (routine 7); urgent meetings permitted with unanimous waiver of notice by Trustees present.
• Committees: 5 Business Days (48 hours for urgent risk).
• Agenda design: consent calendar; decision items carry draft resolutions, options, fiscal note, risk & independence impacts, and CB/GC views. Late papers need Chair and CB consent.

(b) Board Pack Standards.

• One-page cover: decision asks, options with pros/cons, thresholds required, CB/GC opinion, DoA and Materiality tests, and CRE references; annexes page-limited; plain-language executive summary.

(c) Meeting Conduct & Order.

• Opening quorum test; conflicts roll-call (Bylaw 8); independence reminder; timekeeping; speaking order; motion practice; handling of points of order; Chair’s authority with CB advisory.

(d) Remote/Hybrid Protocols.

• Identity: SSO+MFA for insiders; QES/AES for formal votes; meeting links tied to named accounts; lobby/admit function in use.
• Continuity: dial-in backups; quorum reconfirmation after disconnections; vote re-run if integrity is doubtful (Chair+CB decide).
• Recording: permitted if announced; storage and access controlled in CSR; privacy notices displayed.

(e) In-Camera & Redactions.

• Triggers (legal privilege, personnel, procurement sensitivity, sanctions/privacy); minimal redactions; CB registers In-Camera Extracts with grounds.

(f) Voting Mechanics.

• Forms: show of hands, roll-call, or secret ballot (GA and Board where elections or sensitive appointments occur).
• Majority thresholds restated from Arts. 9/12 in a quick table; abstentions not counted as votes cast unless law mandates.
• Recount & challenge rules; tie-break by Chair only where allowed by SOs (otherwise motion fails).

(g) Proxies & Credentials (GA).

• Proxy form prescribed; QES/AES signature; one proxy-holder ≤ 5 proxies unless SOs provide otherwise; validity window; revocation mechanics; credentials desk procedures.

(h) Elections (Bylaw 8.6 interface).

• Calendar (nominations → verification → campaign window → 48-hour blackout → balloting → certification).
• Rolls creation & hashing; challenge window ≥10 Business Days.
• Ballots: end-to-end verifiable e-ballots; paper reconciliation for on-site GA; accessibility accommodations; spoiled ballot rules.
• Observers & audit: accreditation, sampling plans, anomaly thresholds, remedies; certification by CB with Result Pack filed in CSR and gazetted summary.

(i) Publication Rhythm & Corrections.

• Monthly Gazette (decisions, elections, material clearances); Corrigendum (substantive fix), Errata (clerical), Addendum (additional non-substantive material).
• 5 Business Days window for factual corrections to minutes/papers; material corrections carry a linked corrigendum in CSR.

(j) Templates & Tooling.

• CB-controlled templates for agendas, board packs, minutes (draft ≤ 7 days), resolutions, voting scripts, and election artifacts; use is mandatory.

13.1.3 Procedural Safeguards

• Conflict & Independence declaration at meeting start; CB may advise recusal and paper walls (Bylaw 8).
• Legal presence: GC or CB Legal available for reserved matters; Counsel may advise Chair on order and validity.
• Accessibility & Inclusion: interpretation (FR/DE) where feasible; captioning on hybrid calls; disability accommodations.

13.1.4 Enforcement & Remedies

• Non-compliance (late papers, identity breaches, blackout violations) may result in deferral, nullification of a vote, censure, or referral under Art. 8.5/16.
• The Chair may suspend a session to cure defects; CB records defects and cures in CSR.

13.1.5 Quick-Reference Service Levels (to appear in SOs)

13.2 Amendments to Charter/Bylaws & Standing Orders

13.2.1 Classes of Change

(a) Technical/Clerical. Formatting, cross-references, defined-term harmonization, and language clean-ups that do not alter rights or thresholds.
(b) Policy/Procedural. Process or committee changes below Board-reserved supermajorities; DoA table updates consistent with Art. 9.
(c) Fundamental. Changes to: Purpose & Principles (Art. 1); Name/Seat (Art. 2); Independence (Art. 3); Membership classes/dues/state tier rights (Art. 4); Authorities & Reserved Matters/DoA (Art. 9); ECT interfaces (Art. 11); Meetings & Voting core (Art. 12); Finance neutrality (Art. 14.1); Data/Privacy baselines (Art. 15); Ethics (Art. 16); Dispute/Governing Law (Art. 18); Non-Distribution/Asset Lock/Dissolution (Art. 20).

13.2.2 Thresholds & Ratification

• Technical/Clerical: simple majority of Trustees + CB Legal Opinion attached; gazetted as Errata.
• Policy/Procedural: ≥2/3 of Trustees present; GA notice of change; GA advisory vote at Board’s discretion.
• Fundamental: ≥3/4 of Trustees in office, and GA ratification by simple majority of votes cast (or ≥2/3 where the change reduces member rights or alters dues/state-tier rights).
• Independence carve-outs (Art. 3): ≥3/4 Trustees and ≥2/3 GA of votes cast.

13.2.3 Initiation & Docketing

Amendments may be initiated by: (i) two Trustees; (ii) a Board Committee (via Chair); (iii) CB (legal harmonization); or (iv) Member petition representing ≥5% of GA votes (state-tier members may co-sponsor). The sponsor files a redline, plain-English summary, and Impact Note (independence, finance, privacy, program).

13.2.4 Review, Consultation & Vote

1. CB/GC Review: CB Pre-Clearance (lawfulness, independence, consistency) and GC Opinion filed in CSR.
2. Consultation: For Fundamental changes, ≥14 Business Days consultation with Members/Chairs/Committees; comments logged in CSR.
3. Board Vote: thresholds per §13.2.2; minutes and resolution receive a CRE.
4. GA Ratification (if required): GA receives 30-day notice with redline and summary; secret ballot permitted; certification filed in CSR.

13.2.5 Effectiveness, Transitional & Savings

• Unless otherwise stated, changes take effect upon Gazette publication.
• Transitional: SOs and Annexes must be aligned ≤30 days after effective date. Existing contracts/elections proceed under prior rules unless expressly displaced; RAP measures lapse per their sunset unless re-enacted.

13.2.6 Language, Versioning & Consolidation

• EN controls; FR/DE companions published within 30 days where feasible.
• Semantic versioning: major.minor.patch (e.g., 13.2.0 → 14.0.0 for Fundamental; 13.2.1 for Policy; 13.2.1-e1 for Errata).
• The CB issues a Consolidated Edition annually; hash chain preserved.

13.2.7 Validity, Cure & Severance

• Procedural defects may be cured by re-notice and re-vote within 30 days; actions taken in interim remain valid if parties relied in good faith and substance was unaffected.
• If any amended clause is held invalid, it is severed and replaced by the closest lawful text preserving intent; remainder remains effective.

13.2.8 Transparency & Records

• All amendment files (redline, opinions, consultation log, resolution, ballots) are stored in CSR with hashes; Gazette carries a summary with CRE links.

13.3 Special Provisions (Integrity & Guardrails)

13.3.1 Blackouts & Quiet Periods

• Election blackout: 48 hours before balloting (Bylaw 8.6); only neutral logistics and CB notices allowed.
• Procurement standstill: No advocacy or vendor materials referencing GRF during standstill (Bylaw 7.5).
• Reserved-matter quiet period: Prior to Board-reserved decisions (Art. 9.1), external comms limited to neutral notices (Bylaw 11).

13.3.2 Independence, Conflicts & Donor Walls

• SOs shall restate prohibitions on donor-conditioned agenda-setting and shall require Independence Impact Assessments (IIA) for agenda items implicating funding, procurement, or co-branding.

13.3.3 Identity & Security

• SOs must codify identity (SSO+MFA; QES/AES), access for meeting papers, document watermarks, and content hashes; tamper or unauthorized redistribution is misconduct.

13.3.4 Accessibility & Inclusion

• SOs will provide for FR/DE interpretation where feasible, captioning, time-zone fairness, disability accommodations, and plain-language executive summaries for GA items.

Design result: A Swiss-grade, trust-minimized governance operating system: Standing Orders that make deliberation predictable, secure, and auditable; amendment thresholds that protect fundamentals (purpose, independence, rights); and CB Clearances, CSR records, and Gazette transparency so every change is lawful, independent, and provably adopted.