1. Board of Directors: The affairs of the Foundation shall be managed by the Board of Directors. As used in these By-laws ”entire Board of Directors” means the total number of directors entitled to vote that the Foundation would have if there were no vacancies.
2. Number of Directors: The number of directors constituting the entire Board of Directors shall be such number, not less than seven (7),not more than thirteen(13), as the Board of directors shall shorten the term of any incumbent director.
3. Member of the Board of Directors: The original directors are named in the Foundation’s Certificate of Incorporation. The succeeding directors shall be:
The Chairperson of the Board of Directors shall be either the President of Nongovernmental Organizations in Consultative Relationship with the United Nations (CONGO) or its First Vice- President, whichever person is resident in the NGO.. The non-resident person shall also be a member of the Board.
The other member of the Board of Directors shall first be the other five (5) officers of GGS ICT NGO, whose organizations have been elected at the immediately previous GGS ICT NGO Board meeting following the NGO General Assembly elections, and who are the United States-based representatives of NGO’s the three (3) Vice-presidential organizations and of the Secretary and the Treasurer of GGS ICT NGO, each to serve in his or her individual capacity.
The other member of the Board of directors shall be elected by the foregoing members/ directors at the same meeting
4. Election: Election of Foundation officers shall be at the annual meeting every third year which meeting of the GGS ICT NGO Board held on or about February of the year, following the GGS ICT NGO Board triennial election of officers of NGO. The first GGS ICT NGO Board meeting in February.
5. Term of Office: Each director shall serve for a term of three years and until the close of the close of election of directors at said triennial meeting and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal. Directors may succeed themselves in office. Vacancies occurring for any reason may be filled by a majority of directors then in office, whether or not a quorum, until the next special or annual meeting of directors and until a successor is elected and qualified
6. Resignation and Renewal: A director may resign at any time by giving written notice to the secretary. Unless otherwise specified in the resignation shall not be necessary to make it effective, A director may, at any time, be removed for cause.
7. Meeting: Annual and regular meeting of the Board of Directors shall be held at held at such times and places as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be held at any time and place upon call of the Chairperson or upon the written demand of not less than a majority of the entire Board of Directors. The chairperson shall preside and if he or she cannot, the chairperson may designate another member of the board to preside at any meeting from which they are absent.