Charter of Boao Forum for Asia
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Chapter Four Organizational Structure, Appointment and Termination of Officials
Article 14 Organization Structure
The main bodies of BFA are as follows:
1.General Meeting of Members;
2.Board of Directors;
3.Secretariat;
4.Research and TrainingInstitute; and
5.Council of Advisors.
Article 15 General Meeting of Members
1. The General Meeting of Members ("the GMM") is the ultimate authority of BFA.The GMM shall be held once every calendar year. The BFA Secretariat shall be responsible for preparation and arrangements for the GMM.All Members shall be notified in advance concerning the agenda of the GMM.
2. Inability to send notice of the GMM, or, the non-receipt of such notice due to force majeure by anyone or more members, or, the absence of one or more members from the GMM shall not adversely affect the proceedings of that meeting, provided the members in attendance constitute a quorum.
3. The GMM shall have the authority to:
(1) Review and adopt the BFA Charter andamendments to the Charter;
(2) Elect Members to the Board of Directors;
(3) Approve the annual report and annual budget submitted by the Secretariat and
reviewed by the Board of Directors;
(4) Conduct business in accordance with the meeting agenda;
(5) Consider written motions presented and signed by at least one-fourth of the Full
Members. Motions shall be submitted to the Secretariat at least two weeks prior to the date on which the GMM is to be held.
4. Resolutions of the GMM shall require the approval, by a simple majority, of the Full Members present at the GMM.
5. The Chair of the Board of Directors shall be the Chair of the GMM. In the Chair's absence, the Vice-Chair or any other member of the Board of Directors designated by the Chair may serve as Chair of the GMM. There shall also be a number of Co-Chairs from the Full Members.
Article 16 The GMM Quorum and Voting
1. The quorum required for each GMM is constituted by one-third of the Full Members.
2. Each Full Member has one vote at the GMM, or, Extraordinary General Meeting of Members of BFA. Voting will take place by a show of hands or by secret ballot, upon request by at least three Full Members or a member of the Board of Directors. Votingby proxy shall be allowed in accordance with the rules prescribed by the GMM.
Article 17 Extraordinary General Meeting of Members
The Board of Directors, upon the written request of at least one-fourth of the Full Members, shall convene an Extraordinary General Meeting of Members for the purpose of deliberating any urgent matter that cannot be deferred until the next GMM.
Article 18 The Board of Directors
1. The Board of Directors shall be the supreme executive body of the GMM and shall be responsible to the GMM.
2. The members of the Board of Directors shall be elected by a simple majority of the Full Members at the GMM.
3. A meeting of the Board of Directors shall be held at least once a year coinciding with the GMM at the headquarters of BFA.
4. Upon the request of at least three Board Members and approved by a majority of Board members, the Chair of the Board may call for a Special Meeting of the Board.
Article 19 Composition of the Board of Directors
1. The Board of Directors shall consist of fifteen members. The first Board of directors will have a term of five years and later Boards of Directors will have a term of three years. All members of the Board of Directors are eligible for only one-re-election. In the election of its Board members, due consideration shall be given to the need to maintain continuity in BFA's policy direction and in the pursuit of its vision.
2. Thirteen directors shall be elected from among former senior government officials, scholars, business leaders and other eminent persons in Asia and around the world.
3. The chief representative to BFA designated by the host country and the Secretary-General shall be ex-officio members of the Board of Directors.
4. Due consideration shall be given to geographical balance in the composition of the Board of Directors and no more than four members of the Board of Directors shall come from or represent the same country/economy.
Article 20 Chair and Vice-Chair of the Board of Directors
1. There shall be a Chair and a Vice-Chair of the Board of Directors.
2. The Chair and Vice-Chair shall be elected by at least two-thirds of the Members of the Board of Directors in a meeting of the Board. The election of the Chair shall follow a principle of balanced distribution among geographic areas.
3. The Vice-Chair shall be the chief representative to BFA of the host country.
4.The Chair and Vice Chair for the first Board shall serve a term of five years and shall be eligible for re-election. The Future Chair and Vice Chair will have a term of three years.
5.Should the Chair be unable to perform his/her duties as Chair, the Vice-Chair shall serve as acting Chair until the next Board meeting, at which time a new Chair shall be elected to fulfill the remaining term.
Article 21 Responsibilities of the Board of Directors
The responsibilities of the Board of Directors :
1. To review BFA annual reports and annual budgets presented by theSecretariat for submission to the GMM;
2. To appoint the Secretary-General and deputy Secretary-Generals of BFA;
3. To review Amendments to the Charter of BFA;
4. To approve and adopt substantive rules and regulations of BFA;
5. To decide to convene the GMM, review and adopt the proposed agenda of the GMM; and
6. To execute any policy, act or duty delegated by the GMM.
Article 22 Adoption of Resolutions by the Board of Directors
Unless otherwise stipulated in the Charter and relevant rules and regulations, any resolution of the Board of Directors shall require approval by a simple majority of the members present at a meeting of the Board of Directors, and come into effect thereupon. Each member of the Board has one vote. The Board of Directors reserves the right to pass resolutions on urgent and important matters in a non-meeting pattern.
Article 23 Responsibilities of the Chair of the Board of Directors
The responsibilities of the Chair shall be as follows:
1. To oversee of the activities of BFA;
2. To preside over the meetings of the Board of Directors and the GMM;
3. To oversee the development and formulation of short and long term plans and programs in pursuit of the objectives and the promotion of BFA interests;
4. To sign on behalf of BFA, any correspondence, messages and letters which are non-contractual, non-binding and non-executive in nature as authorized by the Board of Directors;
5. To report to the GMM on the activities of the Board of Directors; and
6. To perform other functions as designated by the Board of Directors.
Article 24 Responsibilities of the Vice Chair of the Board of Directors
1. To assist the Chair in fulfilling his/her duty;
2. To perform the responsibilities of the Chair when the latter is unable to carry out his/her official duties;
3. To perform other functions as designated by the Board of Directors.
4. To providesupport and guidance to the day-to-day affairs of the BFAas well as the Secretariat
Article 25 The Secretariat
The Secretariat shall be the standing executive body of BFA. Its responsibilities are as follows:
1. To prepare and organize all BFA meetings;
2. To implement all the resolutions of the GMM and the Board of Directors;
3. To prepare BFA annual reports and annual budgets to be submitted to the Board of Directors for review;
4. To raise and manage funds for BFA;
5. To draft or revise the rules and regulations of BFA to be submitted to the Board of Directors for approval;
6. To manage membership application and withdrawal, and other daily membership operations and services;
7. To provide assistance to Research and Training Institute (RTI) to perform its functions as stipulated in Article 29;
8. To implement other responsibilities which may be designated by the Board of Directors; and
9. To assist the Chair in discharging his/her duties.
Article 26 The Secretary-General
The Secretary-General is the chief executive officer of BFA and head of the Secretariat. The first Secretary-General will have a term of five years and later Secretary-Generals will have a term of three years, which may be extended by the Board of Directors for another term but in no case, for more than two terms.
The Secretary-General shall be responsible for the following:
1. Managing the day-to-day operation of BFA and representing BFA;
2. Presiding over all BFA meetings other than the GMM and meetings of the Board of Directors;
3. Implementing the rules and regulations approved by the Board of Directors;
4. Hiring, promoting and dismissing personnel of the Secretariat;
5. Submitting proposals to the Board of Directors on the restructuring of the functional departments of the Secretariat and BFA's representative offices;
6. The execution of any other activities that may be entrusted by the Board of Directors.
Article 27 Deputy Secretary-Generals
There shall be a number of Deputy Secretary-Generals as decided by the Board of Directors. The Deputies should be nominated by the Secretary-General and appointed or dismissed by the Board of Directors. If nominated by other members of the Board, confirmation from the Secretary General shall be obtained before it is submitted to the Board of Directors for approval. The Deputies shall serve a term of 5 years with thepossibility of extension by the Board of Directors.
The responsibilities of the Deputy Secretary-Generals shall include:
1. Assisting the Secretary-General in managing the day-to-day operation;
2. Performing the responsibilities of the Secretary-General when the latter is unable to carry out his/her official duties;
3. Such other tasks as delegated by the Secretary-General.
Article 28 Termination of the Secretary-General and Deputy Secretary-Generals
The Secretary-Generaland Deputy Secretary-Generals shall cease to hold the position, upon:
1. Resignation, by sending a written notice of resignation three months in advance to the Chair of the Board of Directors;
2. Resolution approved by a two-thirds vote at the meeting of the Board of Directors. Under this circumstance, the Secretary-General and Deputy Secretary-Generals shall be entitled to apply for a hearing;
3. Inability to perform the duties of the office; or
4. Conviction by a competent court for a criminal offence.
Article 29 The Research and Training Institute
The Research and TrainingInstitute is an important intellectual support of BFA. Its functions include the following:
1. To identify the theme and sub-topics for the annual conference;
2. To develop and provide economic forecasting on issues consistent with the goals and policies of BFA;
3. To provideintellectual resources for BFA conferences, seminars, and workshops;
4. To providehuman resource development programs for members and other partners of BFA;
5. To establish a virtual network` and a clearinghouse for other research and training institutes in Asia and elsewhere.
The head of the RTI shall be nominated by the Secretary-General and shall be approved by the Board.
Article 30 The Council of Advisors
1. There shall be a Council of Advisors, consisting of eleven members, to be elected by the Board of Directors from among former active members of the Board of Directors and other eminent persons in their respective fields of endeavor. The Council of Advisors shall elect a Chair from among themselves and such number of vice-chairs as they may deem necessary. Members of the Council shall have a term of three years, eligible for reelection for another term but in no case to exceed two terms.
2. The Council of Advisors shall meet during the Annual Conference of BFA or as the need arises to provide advice and suggestions on significant questions, issues and other matters related to the affairs of BFA.
3. The members of the Council of Advisors shall serve without compensation. However, expenses related to the performance of their functions shall be paid by BFA in the manner and to the extent determined by the Secretariat.
4. Members of the Council of Advisors shall be invited to the Annual Conference of BFA.
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