THE BOARD
20. AUTHORITY
20.1 The Board shall be responsible for the general management of the Federation. In discharging their duties, Board members shall act in the best interests of the Federation and its affiliated organization.
20.2 Matters concerning remuneration, maintenance allowances and rules regarding travel expenses for members of the bodies of the Federation shall be decided by the Board.
20.3 No remuneration may be granted to the members of the Board. Expenses will be reimbursed to Board members upon presentation of supporting documents.
20.4 The Federation shall have the power to procure and maintain insurance on behalf of any (former) member of the Board, the Executive Director or any person performing any other function at the request of the Federation against his alleged or actual liability in all such capacities or arising out of his capacity as such.
21. COMPOSITION AND APPOINTMENT
21.1 The Board shall consist of a minimum of three (3) and a maximum of six (6) members, appointed as follows:
a) The Council shall elect one of its members as President of the Board.
b) Five additional Board Members may be elected by the Council, which may be persons who have been nominated by the Board whether or not pursuant to a nomination by the Board or the Council. These Board members must be members of the Federation, but need not hold the position of Council member themselves.
21.2 If six (6) Board members have been appointed in accordance with paragraph 1 of this article, then the Board may appoint up to two (2) persons with an advisory role if the majority of the Board deems it essential to the Federation. These persons must be members of the Federation, but need not themselves hold the position of Councillors. These persons may give the Board solicited or unsolicited advice and are at all times entitled to attend Board meetings, to speak in them, but do not have the right to vote and are as such no formal Board members.
21.3 The President and the Board members shall be appointed for two-year terms each, with the President and two of the Board members being appointed in even years and the remaining three Board members being appointed in odd years. A person may serve a total of three terms as a Board member and three terms as President, unless it is approved by the Council for special circumstances to extend that maximum term. Those wishing to stand for election to the office of President or Board Member must notify the Federation in writing no later than the first day of the second month before the ordinary Council Meeting. In addition, the Board may nominate a number of candidates corresponding to the number of Board members to be appointed at the Council meeting.
21.4 The Presidential candidate who obtains the greatest number of votes shall be appointed President and the Board members to be appointed by the Council who obtain the greatest number of votes shall serve on the Board.
21.5 If the votes are tied, lots shall decide. The responsibility for the draw shall rest either with the President or with the Deputy President in case the President himself is a candidate.
21.6 A Deputy President to replace the President and a Treasurer shall be appointed by the Board from among its members after each regular Council meeting. In the event either by the President or by a Board member the requirements to serve on the Board are no longer met, or a vacancy occurs for other reasons, a new President or a new Board member must be appointed at the next regular Council meeting, unless the Board decides to hold an extraordinary Council meeting.
21.7 If the number of Board members has fallen below three, the Board shall remain competent. However, the Board is required to convene a Council meeting as soon as possible to consider the filling of the vacancy(s) that have occurred. In the event of the absence or inability to act of one or more Board Members, the remaining Board Member(s) shall be in charge of the entire management. The Council shall ensure that a person is designated to temporarily administer the Federation in the event of the absence or inability of all Board members or the sole Board member. In any case, for the purposes of these bylaws, inability means the circumstance that:
a) the Board Member is unavailable for a period of more than seven days due to illness or other causes; or
b) the Board Member is suspended.
22. BOARD MEETING - CONVENING
22.1 Board meetings shall be convened by the President or, if the President is unable to attend, by the Deputy President. A request to convene a Board meeting may be made by any of the Board members, by the Executive Director and by the Auditor in accordance with the regulations referred to in Article 26.
22.2 Board meetings may be held by telephone or video conference, or by any other means of communication, provided that each participating director can be heard simultaneously by all others and provided that such meetings are chaired from the Netherlands.
23. BOARD MEETING - QUORUM AND VOTING
23.1 At meetings of the Board, decisions can only be taken if at least three Board members are present at the meeting.
23.2 At the meeting, each member of the Board has one vote. The Board shall decide by a simple majority of the votes validly cast.
23.3 If the votes are tied, the chairperson of the meeting shall have a casting vote.
23.4 The opinion of the President expressed at the meeting concerning the result of a vote is decisive. The same applies to the content of a resolution passed, insofar as a vote was taken on a motion not recorded in writing.
23.5 The Board may also pass resolutions (in writing) outside a meeting, provided that all Board members have expressed their views on the proposal in question in writing and only to the extent that none of the Board members opposes this method of decision-making.
23.6 A Board member shall guard against a conflict of interest between themself and the Federation.
23.7 In the event that a Board member of a direct or indirect personal interest that conflicts with the interest of the Federation, he must disclose this to the other Board members. A Board member must then abstain from the deliberations and decision-making on the matter involving the conflicting interest, he has no voting rights in this matter, nor does he count towards a possible quorum for decision-making. If all Board Members have a conflict of interest with the Federation, the decision shall be taken by the Board Members.
23.8 The Board shall at all times ensure careful reporting of the decision-making process in the event of a conflict of interest as referred to in paragraph 7 of this article.
24. BOARD MEETING - ATTENDANCE OF THE EXECUTIVE DIRECTOR AND AUDITOR
24.1 Unless otherwise determined by the Board in each individual case, Board meetings may be attended by both the Executive Director and the Auditor and may be addressed by them at such meetings.
24.2 The Auditor shall at all times be entitled to attend Board meetings in so far as matters relevant to the audit or to the presentation of the annual report are discussed there. The Auditor may participate in the discussion of such matters if so requested by only one member of the Board.
25. MINUTES BOOK
Minutes of the proceedings of each meeting of the Board shall be taken by the Secretary, this role typically filled by the Executive Director, to be adopted and signed by the President and the Secretary and/or the Executive Director and sent to all members of the Board. The minutes may also be signed electronically provided that the identity of the signatories can be established with sufficient certainty. If one of the Board members, the Executive Director or the Auditor disagrees with a decision taken by the Board, the person concerned may demand that his or her opinion be reflected in the minutes.
26. BOARD RULES
By the Board, Board regulations must be established with respect to the performance of the duties with which the Board is charged.
27. REPRESENTATION
27.1 The Federation shall be represented by the Board. The power of representation also accrues to:
the President, independently empowered;
the Executive Director jointly with the Deputy President or the Treasurer; or - the Deputy President jointly with the Treasurer
27.2 The Board may jointly grant power of attorney to one or more persons to represent the Federation.