(Swiss Verein; Zug register; principal base Geneva. Governs admission and dues; Good Standing; voting, proxies, and institutional/state representation; member proposals and timelines; and discipline, suspension, and expulsion. Drafted for a global, multilateral body operating from Switzerland. Cross-refs: Arts. 1 (Purpose), 2 (Seat/Name), 3 (Independence), 4 (Classes & tiers), 5 (Defs/Precedence; EN controls; FR/DE companions), 6 (Organs), 8 (Elections), 9 (Authorities & CB), 10 (Programs), 12 (Meetings/Quorum/Voting), 13 (CSR/Gazette/Records), 14–16 (Finance; Data/Privacy/Security; Ethics), 18 (Disputes), 20 (Asset-Lock), 21 (Amendments). Annexes: K (Election Code), N (Conflicts & RPT), W (Records), X (Gazette), AB (Open-Contracting), Members’ Handbook (benefits & dues). EN controls.)
5.0 Construction, Classes & Eligibility (Summary)
(a) Voting classes. Institutional Members (four professional tiers) and State-Level Members (Sovereigns) are voting members of the GA. One member, one vote.
(b) Personal classes (non-voting). Patron, Fellow, Affiliate, Honorary/Observer—personal memberships; access and advisory privileges, no GA vote (may petition/speak per §5.3.4).
(c) Eligibility (baseline). Alignment with GRF’s public-benefit mission (Art. 1); acceptance of Independence & Non-Affiliation (Art. 3) and Code (Art. 16); pass sanctions/KYC/AML screening; agree to privacy and records rules (Arts. 13 & 15).
(d) Non-transferability. Memberships are non-transferable; legal successions (merger/spin) require Board consent and independence walls.
5.1 Admission; Dues; Good Standing
5.1.1 Admission (Process, Roles, Decisions)
(a) Application. CSR form (identity, beneficial ownership where applicable, class/tier, mission fit, conflicts declaration, independence attestation, references).
(b) Screening. Secretariat diligence; CB performs proportional sanctions/KYC/AML and Independence Impact Assessment (IIA) where capture risks exist (Annex N/J).
(c) Decision. Board (or delegated committee under Annex F) admits/declines; sensitive cases (state affiliation, conditioned funds, high-risk jurisdictions) escalate to Board.
(d) Effectivity. On invoice settlement (or State-Level MoU execution) and CSR entry.
(e) Quarantine. Applications with unresolved flags may be placed in administrative hold with written reasons.
5.1.2 Institutional Tiers (professional names; annual dues in CHF)
- Associate Institution — 100,000
- Charter Institution — 250,000
- Principal Institution — 500,000
-
Anchor Institution — 1,000,000
Voting is equal across tiers; tier determines benefits (seats, showcases, data-room hours) per Members’ Handbook.
5.1.3 State-Level Members (Sovereigns)
(a) Accede via non-treaty MoU with independence clauses; no public-law immunities granted to GRF.
(b) Financial arrangements are schedule-based (appropriations cycles) rather than dues; arrears rules mirror §5.1.5.
(c) Each State designates a Head of Delegation (HoD) + up to 4 Deputies; only one vote may be cast per decision.
(d) Reciprocity. Host-state privileges (venues, logistics) do not alter voting or independence rules.
5.1.4 Personal Classes (non-voting)
Patron, Fellow, Affiliate, Honorary/Observer: personal memberships; may chair working groups by election (Art. 8.2); must pass baseline fit-and-proper (§8.4) where serving in elected roles.
5.1.5 Dues, Invoicing, Currencies & Indexation
(a) Invoiced annually in CHF, net 30; payer bears bank/FX fees.
(b) Pro-rata for in-year admission (quarterly).
(c) Indexation: dues subject to annual CPI-CH reference or Board schedule; changes gazetted with 90-day notice.
(d) Non-payment ladder: 31 days → reminder; 60 → administrative hold; 90 → suspension (vote removed); 120 → termination proposal (§5.4). Documented public-interest hardship may receive deferral.
5.1.6 Changes, Upgrades/Downgrades
Members may upgrade tiers at any time (pro-rata); downgrades take effect next fiscal year. Control/name/beneficial-owner changes must be notified within 30 days; CB may re-screen.
5.1.7 Good Standing (definition)
Dues current/deferral approved; not suspended/expelled; representatives designated (§5.2.3); KYC/AML current; conflicts filed; Code compliant.
5.1.8 Member Data & Privacy
Member data processed per Art. 15 (FADP/GDPR); Donor & Dues Register published at aggregate/itemized level per policy (lawful redactions).
5.2 Voting & Proxies; Institutional Representation
5.2.1 Voting Rights & Methods
(a) One member, one vote (Institutional/State in Good Standing).
(b) Methods: in-person, hybrid, or electronic (QES/AES + MFA) per Arts. 8.6 & 12.
(c) Secret ballots (elections/discipline): end-to-end verifiable; open votes recorded by name.
(d) Challenges & recounts: any voting member may request a recount immediately post-result; CB certifies and files a Vote Certification in CSR.
5.2.2 Proxies
(a) A voting member may appoint another voting member as proxy.
(b) Form: CSR-lodged QES/AES instrument ≥24 hours pre-meeting (shorter under RAP).
(c) Limits: one proxy may hold ≤5 proxies; no consideration for proxies.
(d) Revocation: valid upon CSR filing before the vote opens.
5.2.3 Institutional & State Representation
(a) Institutional: 1 Primary + up to 2 Alternates (named, QES-enabled).
(b) State-Level: HoD + up to 4 Deputies; the HoD designates the voting Deputy for each item.
(c) Consultants may not serve as Primary absent disclosure and CB clearance.
(d) Representatives file annual conflicts and event-based updates (Annex N).
5.2.4 Conduct, Campaigning & Anti-Capture
Campaigning at GA follows Annex K and Bylaw 4 decorum; use of GRF marks/data for campaign purposes is prohibited. Undue influence or donor-conditioned positions breach Art. 3 and may trigger discipline (§5.4).
5.2.5 Accessibility & Language
Interpretation (FR/DE) as needed; EN controls for decisions. Disability accommodations and time-zone fairness apply per Standing Orders.
5.3 Member Proposals & Timelines
5.3.1 Ordinary GA Agenda Items
(a) Any voting member may submit an agenda item.
(b) Deadline: 30 calendar days before GA notice; late items admitted at the Chair’s discretion (public-interest test).
(c) Format: draft resolution; rationale; independence/IIA abstract; budget impact; owner; draft instruments. CB may require edits for legality/clarity.
5.3.2 Special GA (Member-Requisitioned)
(a) Must be called if requisitioned by ≥20% of voting members or ≥10 State-Level Members.
(b) Requisition states the business, includes draft resolution, and deposits QES signatures in CSR.
(c) Board sets date within 45 days of valid requisition; RAP timelines may shorten.
5.3.3 Floor Motions & Amendments
Floor motions and amendments are permitted if germane; the Chair may require written text before the vote. CB may advise on scope/legality in session.
5.3.4 Petitions, Questions & Speaking Rights (non-voting classes)
Patron/Fellow/Affiliate/Honorary may submit petitions/questions (time-boxed); speaking at Chair’s discretion, with priority to voting members on decision items.
5.3.5 Publication & Transparency
Accepted proposals and requisitions are filed to CSR and summarized in the Gazette (Art. 13.3) with lawful redactions.
5.4 Discipline, Suspension & Expulsion
5.4.1 Grounds (illustrative, non-exhaustive)
Administrative: chronic non-payment; failure to maintain KYC; failure to designate reps.
Conduct: breach of Charter/Bylaws/Code; harassment/safeguarding violations; misuse of GRF data/marks; anti-competitive behavior at GRF fora; attempts at capture contrary to Art. 3.
Integrity: fraud/corruption findings; false disclosures; concealed related-party ties; sanctions/export-control breaches.
5.4.2 Measures (graduated)
- Warning (written; corrective actions & timeline).
- Administrative hold (benefits paused).
- Suspension (vote/benefits removed; Register note).
- Expulsion (membership terminated).
5.4.3 Process & Due-Process (Swiss practice; Art. 18 aligned)
(a) Notice: allegations, evidence excerpts, proposed measure, rights of reply.
(b) Response: 15 days (or 7 under RAP/safeguarding).
(c) Hearing: on request (virtual/hybrid); CB/GC attend; minutes kept.
(d) Decision:
• Suspension by Board (simple majority) on ECC recommendation;
• Expulsion by Board (≥2/3) with reasons minute’d; effective on CSR filing.
(e) Appeal: procedural appeal under Art. 18 (mediation → Swiss Rules arbitration; seat Geneva; EN). Appeal does not stay suspension unless ordered by the Chair on CB advice.
5.4.4 Effects; Dues; Re-Admission
Suspension removes voting/access; dues continue unless waived. Expulsions are non-refundable (§20.1.3). Re-admission requires fresh application, remediation evidence, and Board ≥2/3.
5.4.5 Interim Suspension (Safeguard)
Where credible integrity/safety/legal risk exists, the Chair (on CB referral) may impose interim suspension up to 60 days pending determination; recorded in CSR.
5.5 Resignation, Lapse & Changes
Members may resign by written notice; effective at quarter-end unless agreed otherwise (pro-rata dues). Lapse for non-payment follows §5.1.5. Material changes (name/control/BO/reps) must be notified within 30 days; CB may re-screen or impose conditions.
5.6 Transparency & Reporting
(a) Donor & Dues Register maintained by CB; annual Gazette summary (lawful redactions).
(b) Annual Membership Report to GA: counts by class/tier/region; admissions/terminations; collection metrics; discipline stats; independence incidents (aggregate).
(c) Personal data minimized and handled per Art. 15.
5.7 Interaction with Other Instruments
Voting/quorum conduct: Art. 12 & Bylaw 4. Elections: Art. 8 & Annex K. Nothing herein alters Board-reserved powers (Art. 9.1) or CB Clearance regime (Arts. 9.3, 12).
5.8 Use of GRF Marks, Platforms & Communications (Members)
Members may reference GRF membership per brand guidelines; no co-branding, implied endorsement, or use of decision artifacts without permission. Campaigning uses common-carrier fora only; no targeted access to member data. Breaches may trigger §5.4 measures.
5.9 Accessibility, Language & Inclusion
GA and major member events provide FR/DE interpretation where feasible; EN controls. Accessibility (venues, materials) per Standing Orders; remote accommodations prioritized for time-zones and disability.
5.10 Antitrust/Competition & Safe-Harbor Conduct
All convenings observe competition-law safe-harbors: no price/market allocation, bid-rigging, or competitively sensitive exchanges. Chair may halt discussions; violations escalate to ECC (§1.4).
5.11 Financial Concessions & Sponsored Participation
Hardship deferrals or sponsored memberships may be approved (public-interest test) without compromising independence (no donor-conditioned editorial control). Such arrangements are disclosed in the Register (lawful redactions).
5.12 Timeline Quick-Reference (Ordinary GA)
| Step | What | Deadline (relative to GA date) |
|---|---|---|
| 1 | Member proposal cut-off (§5.3.1) | GA-notice – 30 days |
| 2 | GA notice posted (Art. 12 / Bylaw 4) | – 21 days |
| 3 | Full board pack filed (Bylaw 4) | – 10 days |
| 4 | Proxy filing deadline (§5.2.2) | – 24 hours |
| 5 | GA convenes; votes | Day 0 |
| 6 | Draft minutes produced (Bylaw 4) | + 7 days |
| 7 | Minutes approved & filed | per Bylaw 4 |
Design result: A Swiss-grade, multilateral-ready membership and GA regime: clear entry and dues rules, a precise definition of Good Standing, identity-secure voting and proxy mechanics, practical proposal timelines (including member-requisitioned GAs), and due-process discipline that protects independence and the asset-lock—so the GA operates with legitimacy, speed, and auditability at global scale.