A - Appointment and Dismissal of Board Members, Constitution of the Board
1) The Board shall consist of up to one representative of each of the Unions, appointed by the appropriate Union. The Board shall be empowered to alter the number of representatives and to facilitate other Unions joining the Federation, so long as each Union have the right to appoint one representative.
2) Board members may be suspended or dismissed by the Union which appointed the corresponding member. The Board may resolve to request from a Union to replace its appointed Board member and the appropriate Union shall be obliged to replace such member within thirty (30) days from the date of the resolution. In case of exclusion of a Union from membership in the Association, the member appointed by such Union shall automatically cease being a member of the Board.
3) The Board shall constitute itself and shall appoint a Chair who shall act as Director as provided for in Article 3.
B - Duties and Competences of the Board
1) The Board will be responsible to the Unions for the general organisation and administration of the Federation.
2) For all or any of the purposes of the Federation, by the Board, shall have power, inter alia, but not limited to, the following:
a) To utilise income from all sources and monies invested by the Federation.
b) To own, purchase or lease, to mortgage or otherwise to deal with lands or property.
c) To erect and furnish such buildings as may be considered necessary or desirable.
d) To raise funds by borrowing money on any real or personal property of the Federation or otherwise.
e) To invest all of the Federation’s monies and funds in such securities, shares, debentures, mortgages and loans including commercial and industrial undertakings that the Board may determine.
3) Regular reviews of progress made towards the achievements of the purposes laid down in Article 2 of the Articles of Association and the overall progress and development of the Federation shall be carried out by the Board and reports made to the Unions. The activities report shall include the annual financial report referred to in Article 6-A2).
C - Convening and Conducting of Board Meetings
1) Meetings of the Board shall be held on such days and times and at such locations as decided by the Board but at least once a year. Meetings may be held in person, by telephone conference call or by videoconference.
2) The Director shall convene all Board meetings in writing or by email with not less than ten working days’ notice thereof other than in respect of business deemed urgent.
3) The meetings of the Board shall be chaired by a Board representative or the Coordinator as determined by the Board at the beginning of each meeting.
4) The Coordinator shall attend any meeting of the Board.
5) Where a Board member is unable to attend a meeting, such Board member may designate, by written power of attorney (incl. e-mail), a proxy from his or her Union, or another Board member to vote on his or her behalf as a proxy. The Board member shall inform the Coordinator of the proxy arrangement in advance of the meeting.
6) Further, each Union shall be entitled to invite up to three guests to attend the meetings of the Board.
D - Decision-Making
1) The quorum for meetings of the Board shall be a minimum of one Board member from at least one third of the total number of the Unions. Each Union shall be entitled to one vote. The Chair shall not have a second or casting vote.
2) The aim shall be that business should be decided by consensus but, in the absence of such, decisions may be taken by the majority of the Board present or represented and voting.
3) Provided, however, that the following important matters shall require a resolution with a majority of ¾ of the Board members present or represented and voting:
a) the request to a Union to replace its appointed member of the Board;
b) the appointment, suspension and removal of the Director and the Coordinator;
c) the granting of signing authority on behalf of the Association;
d) the determination of membership admittance criteria and of any entrance fees and of the annual membership fees;
e) the approval of any applications for membership and the dismissal of a Union from membership in the Association;
f) the approval of the Association’s budget;
g) the approval of the annual financial statements;
h) any material change in accounting policies or principles save with the prior approval of the Association's audit company, if any;
i) the sale, disposal or transfer of all or substantially all of the Association's assets;
j) any investment, capital expenditure, sale of assets, incurrence of debt or any contract obligation by the Company in excess of CHF 25,000 (whether by a single transaction or a series of related transactions) unless such expenditure has been specifically provided for in the budget;
k) the creation of any security interests upon any part of the Association's property or assets in any form whatsoever exceeding CHF 25,000 in aggregate (whether by a single transaction or by a series of related transactions) save as set forth in the budget or in the ordinary course of business;
l) any related-party transactions or arrangements including variations thereof;
m) the recommendation of the dissolution of the Association to the General Meeting of Members;
n) the division of assets in case of dissolution of the Association; and
o) any amendment or modification of these Regulations.
4) Minutes of all proceedings of the Board shall be kept by the Coordinator or any other person appointed as secretary by the Board in such form as may be decided by the Board. Such minutes as approved by the next succeeding Board meeting shall be signed by the Director and the Coordinator.