- 50․ The current governing Body of the organization is the Board (hereinafter the Board). The Board members are elected by the Assembly of the Organization for a period of three years and governs the Organization's current activities during the period between the Assembles and operates on a public basis.
- 51․ The number of Board members shall be 5. A member of the Board is considered to be elected by a simple majority of the votes of the members participating in the Conference. A natural person who is not included in other bodies of the Organization (Audit Committee and the President of the Organization) and the staff of the Organization can be elected a member of the Board.
- 52․ If the regulation specified in Clause 53 is not applied, then a new assembly is convened to fill the vacant place, and the elected members are considered to have taken over the powers.
- 53․ Board members are elected by voting (the form of which is open or secret (closed) chosen by the Conference) in accordance with the Charter. The candidates who passed the simple majority threshold and received the most votes are considered elected. A repeated vote is held between candidates with equal votes.
- 54․ The Board may also have honorary members with voting rights.
- 55․ The Board shall hold office for a term of three years immediately after the election, until the next election. Retired board members may be re-elected to the new board.
- 56․ The same person cannot be elected as a member of the Board more than twice in a row.
- 57․ The term of office of a member of the Board expires on the same day of the third year following the day of his/ her election. If the Board has not been formed before that day, the Board shall continue to function until the next Board is formed.
- 58․ The powers of a member of the Board shall be terminated prematurely if:
- 1․ He/she submitted his/her resignation in writing,
- 2․ he tarnished the reputation of the Organization, caused material damage, or was found to be in a state of conflict of interest,
- 3․ bas not attended Board meetings three times in six months without good reason,
- 4․ he/she has died or has been declared dead or missing or incapacitated by a court decision.
- 59․ The Assembly adopts a decision on termination of the powers of the Board member, except for subpoints 1), 3), 4) of Point 58 that operate automatically. Except for subpoints 1), 3), 4) of Point 58 the member of the Board is given the opportunity to submit a written explanation, if he/she does not submit an explanation, the decision on termination of authority is made without explanation.
- 60․ The Board carries out its activities through meetings, which are convened by the Chairman of the Board at least once every two months, through a joint meeting of members or by means of telecommunications. Meetings of the Board may be convened on the initiative of the President of the Organization, the Supervisory Committee, by the Chairman of the Board.
- 61․ At least 5 days before convening the meeting, the Chairman of the Board shall notify the members of the Board of the place and time of the meeting, indicating the agenda that will be discussed during the meeting notification can be sent either electronically or by mail.
- 62․ A meeting of the Board is considered competent if more than half of the members of the Board participate in it: The Board makes decisions by voting by a simple majority of votes of the Board members present at the meeting. If the votes are evenly distributed during the voting, the vote of the Chairman of the Board is considered decisive.
- 63․ Members of the Organization and other persons can participate in the meetings of the Board at the invitation of the Chairman of the Board.
- 64․ The Board is competent to:
- 1․ submit proposals to the Assembly on matters relating to its exclusive competence,
- 2․ create separate subdivisions or institutions of the Organization,
- 3․ form commissions and regulate the procedure of their activities in order to organize the activity of the organization,
- 4․ adopt regulations regulating the activities of the Organization,
- 5․ select the auditor of the Organization (auditor), if the Organization is subject to mandatory audit,
- 6․ approve the strategy of the Organization,
- 7․ approve the amount of membership fees and the order of payment,
- 8․ approve the upcoming activity plan of the Organization,
- 9․ determine the procedure and conditions of remuneration in case of remuneration of the Executive body of the Organization,
- 10․ create professional, working and other groups,
- 11․ admit a member of the Organization and remove from the membership of the Organization.
- 65․ The Board is obliged to:
- 1․ act in the best interests of the Organization,
- 2․ convene the Assembly in accordance with the Charter,
- 3․ exercise its responsibilities in good faith and exercise its rights,
- 4․ submit a report to the Assembly on the activities of the Organization,
- 5․ by its actions promote the reputation of the Organization,
- 6․ comply with the statutory requirements of the Organization and the decisions of the Assembly,
- 7․ not disclose confidential information about the Organization, its members, or its employees, except as provided by the Legislation of the Republic of Armenia,
- 8․ convene a meeting once a year in accordance with the Regulation,
- 9․ gives consent to the transactions or financial operations concluded by the President of the Organization, which are not provided for in the annual plan and exceed AMD 450,000.
- 10․ perform other duties provided for by the Law or the Charter of the Organization.
- 66․ The Council elects the Chairman of the Board from among its members for a period of three years. The vacancy of the chairman or secretary of the council is filled within 30 days. In case of temporary absence or temporary incapacity of the chairman or secretary of the Board, he/she is replaced by one of the members of the Board by the decision of the Board.
- 66․ The Chairman of the Board is authorized to:
- 1․ sign a contract with the President of the Organization, if the conclusion of such a contract is provided for by Law or the Charter,
- 68․ The Chairman of the Board is obliged to:
- 1․ Supervise and coordinate the compliance of the process of convening, holding and decision-making procedures of the Board meetings with the Law and the Charter,
- 1․ personally, or through a person delegated by him/her to ensure the processes of preparation, publication and registration storage of the preliminary agenda of the sittings and minutes,
- 1․ to carry out its functions only for the benefit of the Organization.
- 69․ As a result of the meeting of the Board, a protocol is drawn up by the Chairman of the Board or another person delegated by him/her. The minutes shall be drawn up within 5 (five) days after the end of the meeting and shall be signed by the Chairman of the Board.
The protocol must contain the following information:
- 1․ Date and place of convening or organizing the meeting,
- 2․ Names and surnames of the persons who participated in the session,
- 3․ The agenda of the meeting,
- 4․ The main provisions of the speeches made at the sitting, the questions put to the vote, the results of the voting on those issues, the decisions made at the sitting and other necessary information.
- 70․ The President of the Organization, the employees, the members of the Organization can support the implementation of the functions of the Board.
- 71․ If the Board discusses property or other interests of any member of the Board or a person affiliated with it (parent, spouse, child, brother, sister, spouse's parent, child, brother, sister or other family members), the Board member shall not vote.
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