Board Decisions


Approved by the Board on: 06 May 2009

Executive Director as Non-Voting Board Member

The Board decides that the Executive Director shall be an ex-officio non voting member of the Board, with immediate effect, and approves the following Amendments to Articles 7.1 and 7.2 of the Bylaws and Part A, Section 1 of the Board Operating Procedures:

Bylaws: Articles 7.1 and 7.2

7.1 Composition

The Foundation Board shall consist of twenty voting members and five nonvoting members. Each voting member shall have one vote. […] The five ex-officio nonvoting members of the Foundation Board shall consist of:

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

7.2 Appointment of Foundation Board Members

[…] Board Members shall be deemed to act in their capacity as representatives of their respective Governments, organizations, constituencies or other entities. The Executive Director shall act in his or her capacity as chief executive officer of the Foundation and will serve on the Foundation Board for the duration of his or her term.  […]

Board Operating Procedures: Part A, Section 1

Board Members

[…] Board Members serve as the representative of the particular county, organization or other entity, or other constituency holding the Board seat. The Executive Director shall hold an ex-officio seat on the Board as Chief Executive Officer of the Foundation for the duration of his or her term. Except as provided for in Sections A.4 and A.5 below, only properly accredited Board Members have the right to vote and to participate in Board deliberations.