(Swiss private-law multilateral; EN controls; FR/DE companions may be issued. “CB” = each Party’s non-executive Privy Council; “CSR” = each Party’s Council System of Record; “Gazette” = that Party’s public notice channel.)
ECT-2.0 Principles & Construction
(a) Parity of Parties; one vote each. No Party has a casting vote or veto except as expressly set below.
(b) Independence by design. Deliberations and outcomes must preserve Article 1 independence and non-exclusivity; donor/vendor conditioning is void.
(c) Auditability. Every decision has a docket, CB Clearance where applicable, a CSR Council Register Extract (CRE) ID, and (with lawful redactions) a Gazette summary.
(d) Geneva anchor. Times/dates are Geneva local time unless stated otherwise.
ECT-2.1 ECT Joint Committee (Composition; Voting; Quorum)
2.1.1 Composition & Delegation
(a) Each Party appoints two voting delegates: one Policy/Programs lead and one Technical/Finance lead. Written alternates may be designated by notice (Annex ECT-X).
(b) A Party may seat additional non-voting advisors (legal, data, security) on a per-item basis.
(c) Delegates must meet their Party’s fit-and-proper standards and file annual/event-based conflict declarations; recusals follow §2.1.7.
2.1.2 Chairing & Secretariat Liaison
(a) Rotating Chair: 12-month term, alphabetical order of Parties; the next Chair serves as Vice-Chair.
(b) The Chair sets agendas, presides over meetings, and coordinates with the Parties’ CBs for clearances, registers, and notices.
2.1.3 Meetings & Papers
(a) Cadence: at least quarterly virtual meetings and one in-person strategic meeting per year (Geneva, unless resolved otherwise).
(b) Notice & papers: 10 Business Days notice with a Decision Pack (issue memo, options & risk, draft resolution text, independence/conflict analysis, finance note, CB/GC opinions, DoA/Materiality test, proposed timeline). Urgent items require unanimous waiver of notice.
(c) Identity & access: QES/AES identity for formal votes; SSO+MFA to join; lobby/admit controls; recordings only if announced and stored in CSR.
2.1.4 Quorum
(a) Quorum is a majority of Parties (≥3) and must include at least one Party from Policy/Science pillar (GRF or GCRI) and one from Capital/Innovation pillar (NSF or NE Labs).
(b) A recusant Party is not counted toward quorum for the conflicted item.
2.1.5 Voting & Thresholds
(a) One Party = one vote. Decisions pass by simple majority of Parties present and voting unless a higher threshold applies.
(b) Supermajority (≥4/5 Parties) required for: (i) accession (§2.3); (ii) suspension/exit terms (ECT-7.2); (iii) baseline rules of IP/Data tiers (ECT-5); (iv) revenue-sharing & facilitation rules (ECT-6.2); (v) amendments to core ECT Articles.
(c) Qualified (≥2/3 Parties) required for: (i) ECT Annual Workplan & Budget; (ii) creation/termination of Tier-S/H workstreams (high-stakes models/DRF rails).
(d) Abstentions are not votes cast. Ties fail.
(e) Written Resolutions: permitted by unanimous written consent via QES/AES; CRE filed within 5 Business Days.
2.1.6 Records & Publication
(a) Minutes & Resolutions: draft within 7 days; approved next meeting or by written consent; filed with CRE IDs in each Party’s CSR.
(b) Gazette: material decisions summarized within 10 Business Days (lawful redactions).
(c) Action Log: owners, dates, dependencies; progress reviewed every meeting.
2.1.7 Conflicts, Recusals & Independence
(a) Declaration at agenda call and meeting start; CBs maintain Conflicts & RPT Registers.
(b) Recusal: a conflicted Party’s delegates leave the discussion and do not vote; paper walls applied; independence impact noted in CRE.
(c) Donor/vendor walls: third-party funding or procurement links cannot influence agenda, methods, or outcomes.
2.1.8 Sub-Committees (Advisory)
The Joint Committee may constitute advisory groups (simple majority):
(i) Technical Steering Group (TSG) for data/model standards;
(ii) Finance & Commercials Panel (FCP) for DRF rails and revenue rules;
(iii) Dual-Use Review Board (DURB) for export-control/dual-use screening;
(iv) Open-Source & Licensing Panel (OSLP) for IP/FRAND/open matters.
Advisory outputs are filed in CSR; Joint Committee retains decision rights.
2.1.9 Emergency Meetings & RAP
(a) Any Party may call an Emergency Meeting with 24-hour notice for life/safety, sanctions, security, or material DRF trigger issues.
(b) During a Rapid Activation Protocol (RAP), compressed procedures apply; RAP decisions must carry CB RAP-Clearance and are post-ratified at the next regular meeting.
ECT-2.2 Secretariat Function (Channeling via CB)
2.2.1 Nature & Neutrality
The ECT has no separate executive secretariat. Secretariat functions are performed collectively via the CBs of the Parties, acting as a neutral channeling layer (non-executive).
2.2.2 Core Secretariat Duties (via CBs)
(a) Docketing & Calendaring: maintain the ECT calendar, agendas, and submission windows.
(b) Clearance: issue Pre-Clearance for Material Actions (contracts, licenses, data/model exchanges, DRF rails, joint publications); assign Clearance IDs; log conditions.
(c) Registers & Evidence: preserve Decision Packs, Clearances, minutes, model/data cards, and provenance hashes in CSR.
(d) Identity & Access: manage voter rolls, QES/AES, MFA, and secure meeting links.
(e) Gazette & Notices: coordinate synchronized publication of material outcomes across Parties.
(f) Workplan Management: compile the ECT Annual Workplan & Budget, 90-day sprint plans, and KPI scorecards for Joint Committee approval.
(g) Protocol & Security: liaise with venues/hosts (Geneva anchor), handle accreditation for ECT sessions, and integrate incident management with Parties’ IR playbooks.
2.2.3 Conditioning, Denial & Appeals
(a) A CB may Clear, Clear with Conditions, or Decline an ECT action; the initiating Party may escalate a denial to its Board per its bylaws; until resolved, the action shall not proceed.
(b) Cross-Party actions require reciprocal notation by counterpart CBs; conflicting conditions are reconciled by the Joint Committee or, if urgent, by the Chair and Vice-Chair with later ratification.
ECT-2.3 Observer & Accession Rules
2.3.1 Observers (Non-Party)
(a) Who may observe: standards bodies, academic consortia, philanthropic foundations, state or city administrations, and MDBs/DFIs—subject to independence safeguards.
(b) Admission: by simple majority invitation, signature of Observer NDA, and CSR registration.
(c) Rights: attend designated sessions; receive non-restricted papers; speak at Chair’s discretion. No vote; no mark use.
(d) Obligations: comply with independence, confidentiality, and sanctions/KYC posture; breaches lead to removal by simple majority.
2.3.2 Accession (New Parties)
(a) Application: letter of interest, constitutional documents, evidence of CB function, independence policy, sanctions/KYC attestations, and capability statements.
(b) Vetting: CB due diligence (fit-and-proper; sanctions/KYC/AML; export-control risk; conflicts/RPT); report to Joint Committee.
(c) Decision: ≥4/5 Joint Committee vote to admit; Accession Instrument executed with QES/AES; effective upon Gazette publication.
(d) Probation: default 6 months with narrowed rights; performance review at end of probation; full voting rights upon simple-majority confirmation.
(e) On-boarding: contribution to the ECT Workplan; adoption of IP/Data/Privacy baselines; technical onboarding to registries, identity, and clearance processes.
2.3.3 Suspension & Status Changes
Admission does not preclude later suspension for breach, sanctions exposure, or persistent independence violations (ECT-7.2). Status changes are gazetted and mirrored in all Parties’ CSRs.
Design result: A Swiss-grade, trust-minimized governance spine—parity voting, clear quorums, CB-channeled secretariat, auditable records, and disciplined accession/observer rules—so the ECT can act quickly, lawfully, and independently while scaling cooperation across science, policy, finance, and innovation.