Board Decisions - Eighth Board Meeting

GF/B08/DP4

Approved by the Board on: 30 June 2004


Voting Rights for Communities

The Board approves, with immediate effect, the amendments to the Bylaws and Board Operating Procedures (as outlined below) that add a constituency represented by a representative of an NGO who is a person living with HIV/AIDS or from a community living with tuberculosis or malaria (the "Communities delegation") as a full voting member of the Board.

The Board announces its intention to add an additional and balancing donor seat when new donor resources become available which meet an appropriate financial threshold.

Amendments:

Article 7.1 of the Bylaws is amended as follows:

7.1. Composition

The Foundation Board shall consist of nineteen voting members and four nonvoting members. Each voting member shall have one vote.

Voting members of the Foundation Board shall consist of:

  • Seven representatives from developing countries, one representative based o each of the six World Health Organization ("WHO") regions and one additional representative from Africa.
  • Seven representatives from donors.
  • Five representatives from civil society and the private sector (one representativ of a non-governmental organization ("NGO") from a developing country, one representative of an NGO from a developed country, one representative of th private sector, one representative of a private foundation, and one representative of an NGO who is a person living with HIV/AIDS or from a community living with tuberculosis or malaria).

The four ex-officio nonvoting members of the Foundation Board shall consist of:

  • One representative from the W HO;One representative from the Joint United Nations Programme on HIV/AIDS ("UNAIDS");
  • One representative from the trustee; and
  • One Swiss citizen with his or her domicile in Switzerland authorized to act on behalf of the Foundation to the extent required by Swiss law.

Members of the Foundation Board ("Board Members") may each appoint one Alternate Member to serve in their stead, under policies and procedures determined by the Foundation Board.

The third paragraph of Article 7.6 is amended as follows:

7.6 Operations

The Foundation Board shall use best efforts to make all decisions by consensus. If all practical efforts by the Foundation Board and the Chair have not led to consensus, any member of the Foundation Board with voting privileges may call for a vote. In order to pass, motions require a two-thirds majority of those present of both: a) the group encompassing the seven donor seats and the two private sector seats and b) the group encompassing the seven developing country seats, the two non-governmental organization seats, and the representative of an NGO who is a person living with HIV/AIDS or from a community living with tuberculosis or malaria.

Section 10 of the Board Operating Procedures is amended as follows:

10. Decision-making

The Board shall use best efforts to reach all decisions by consensus. If all practical efforts by the Board and the Chair have not led to consensus, any member of the Board with voting privileges may call for a vote. In order to pass, motions require a two-third majority of those present of both: a) the group encompassing the 7 donor seats and the 2 private sector seats and b) the group encompassing the 7 developing country seats, the 2 non-governmental organization seats, and the representative of an NGO who is person living with HIV/AIDS or from a community living with tuberculosis or malaria.

There are no material budgetary implications for this decision point.