A. Legal Structure: The GNI became a US registered non – profit (known as a 501c3) on May 11, 2011.
B. Board Role and Responsibilities: The primary purpose of the Board of Directors (Board) is to further the Principles and to oversee the organization to fulfill the vision of the GNI. The Board shall be responsible for the strategic direction and fiduciary operations of the GNI.
C. Board Composition: There will be four constituency groups, one each for companies, NGOs, investors, and academics. Pursuant to the terms of the Voting Agreement of the GNI (the “Voting Agreement”), the Board will be composed of up to ten representatives from participating companies, up to five representatives from participating non-governmental organizations (NGO), up to three representatives from participating investors (two of whom shall serve for the entire term of the Board and one of whom shall serve only for the first eighteen months of the term of the Board), up to three representatives from participating academic institutions (two of whom shall serve for the entire term of the Board and one of whom shall serve only for the second eighteen months of the term of the Board), and an independent Chair.
The Board shall not have more than one representative from a single company, NGO, investor, or academic institution at any given time.
Subject to legal or ethical constraints, individuals shall serve on the Board in either their personal or their institutional capacities.
If the Board has fewer than the required number of Board members, then the Board shall strive to fill those open seats as soon as practicable. Each open Board seat will remain open until a suitable individual(s) is selected. In cases where there are open Board seats in a constituency group, the voting authority for those open seats shall be evenly distributed among representatives of that constituency group on the Board.
D. Board Selection: Each constituency will nominate and select its own Board members, undertake meaningful consultation with other GNI constituencies about their proposed selections and be mindful of the need for a high level of competency and participation from Board members. Each constituency will strive to nominate and approve Board members that together will constitute a balanced board with a diversity of experience, insights, and perspectives on the pursuit of freedom of expression and privacy online.
E. Alternate Board Members:
(i) Each Board member may nominate an alternate Board member from within its organization or constituency and the alternate Board member will be selected with the consent of a majority of the members entitled to vote for directors in such class. Alternate Board members may be permitted to participate in Board proceedings but may only vote when a member of his or her constituency group is absent or unable to vote due to a conflict of interest. Under no circumstances will a Board member and an alternate from within the same participating organization cast ballots on the same vote. Alternate Board members should attend and participate in Board meetings to the extent practicable.
(ii) Additionally, the Vice-Chair shall serve as an alternate Board member of the Independent Chair. Only in the absence of the Independent Chair shall the Vice-Chair preside at any meetings of the Board of Directors and be permitted to vote. The Vice-Chair shall have and perform such other duties as from time to time may be assigned to the Vice-Chair by this Charter, the Bylaws and by the Board of Directors and as may be delegated by the independent Chair of the Board. The Vice-Chair shall only assist the Independent Chair in performing the independent Chair’s duties as assigned by this Charter, the Bylaws and by the Board of Directors.
F. Board Terms: Board member terms shall be up to three years in length, and terms are automatically renewable for one term only, subject to Article III, Section 11 of the Bylaws. Members may also serve terms of fewer than three years in the case of removal, resignation, or other opening on the Board. A Board member may serve a third consecutive term upon the affirmative vote of a majority of the Board member’s constituency and in accordance with the Bylaws.
A Board member who serves on the Board as a representative of a company, NGO, investor, or academic institution and leaves the employment of that company or institution shall resign from the Board at the latest by the effective date of his or her termination of employment. If such a Board member does not complete his or her term, the company or institution shall select a replacement Board member subject to the approval of the relevant constituency group. Serving a partial term shall not count against the limits to Board terms described above.
G. Board Chair: The Board shall be exclusively entitled to nominate the independent Chair and the independent Chair will be elected by (1) the affirmative vote of a majority of each constituency group entitled to vote and (2) the affirmative vote of a majority of all constituency group members entitled to vote. The Chair shall have the right to vote. The Chair will serve for a three-year term, renewable once (maximum of six years).
H. Vice Chair: The Board shall be exclusively entitled to nominate the Vice-Chair and the Vice-Chair will be elected by (1) the affirmative vote of a majority of each constituency group entitled to vote and (2) the affirmative vote of a majority of all constituency group members entitled to vote. The Vice-Chair shall only be either (i) an independent expert member of GNI or (ii) a representative of an academic, NGO, or investor member of GNI. The Vice-Chair will serve until the expiration of the earlier of (a) a three-year term or (b) the termination of the Independent Chairperson’s term, renewable once (for a maximum of six (6) years of continuous service).
I. Board Participation: Members of the Board must be active participants in GNI meetings, activities, events, and work streams, and must regularly promote the objectives and goals of the GNI with non-participants.
J. Board Competence: Members of the Board must adhere to high standards of professional competence and collaboration and demonstrate leadership in the pursuit of freedom of expression and privacy.
K. Quorum: Subject to the requirements of Section 2.1 of the Voting Agreement, a majority of the Board members shall constitute a quorum as long as at least one- half of the representatives-or their alternates from each constituency-is present. Participation by tele- or video-conference shall constitute presence for purposes of a quorum. The Executive Director will be permitted to participate ex officio in Board and committee meetings, but shall not count towards the quorum and shall not be eligible to vote.
L. Board Meetings: The Board will meet not less than every four months (three times a year), either via tele- or video-conference or in person, with one meeting serving as the GNI annual meeting. Additional meetings may be convened as necessary by the Board Chair and/or Executive Director with appropriate notice.
The Board may meet in a closed executive session when considering highly sensitive decisions such as personnel matters.
M. Conflicts of Interest: GNI Board members must exercise objectivity, independence, due care, and diligence on all matters and are required to commit to GNI’s conflict of interest policy.
N. Issues for Board Consideration: The Board will strive for consensus and make a concerted effort to make decisions after consultation with the GNI staff and participating organizations. Where consensus is not reached, the following voting rules shall apply:
- Adoption or amendment of the core GNI documents
- Appointment and removal of the Executive Director
- Nomination and removal of the GNI Board Chair
- Nomination and removal of the GNI Vice Chair
- Terminating the participation of a company, NGO, academic institution, or investor
- Adoption of and material changes to the reporting and independent assessment process
- Determination of compliance of a GNI participant
- Changing funding commitments for participating companies
- Placing a company on special review
- Exceptions or exemptions to this charter or other GNI documents
- Dissolution of the GNI
- Other votes at the discretion of the Chair
- Annual operating plan and budget
- Accreditation of independent assessors and determination of independence as to a particular company
- Admission of new participants
- Adopting meeting minutes
- Recommendations related to company reporting on GNI participation
- Approving GNI’s annual report
- Approving conflicts of interest policies and procedures
- Other votes raised by a member of the Board, Executive Director, or other GNI
A super majority is defined as two-thirds of the full Board and at least 50 percent of each constituent group. A simple majority is defined as 50 percent plus one of the full Board. These definitions refer to the simple or super majority of full Board seats, not just of those Board members present for the vote. Board members who are required to recuse themselves for reasons of conflict of interest shall be counted as part of a quorum and recorded as “present.” However, the presence of a Board member who is recused shall not be included in constituent super-majority votes.
O. Board Meeting Minutes: A secretary shall take minutes of each Board meeting. The secretary shall distribute the minutes to Board members via email following a meeting.
P. Board Meeting Summaries: A non-attributed summary of Board meetings and the GNI annual meeting reflecting non-confidential discussions will be published on the GNI website following adoption of the minutes for such meetings.
Q. Committees and Working Groups: The Board may create committees and working groups which shall consist of one or more directors in order to facilitate the work of the Board, to provide advice on the further development of the Charter, to inform the development of GNI policies and procedures, and for other purposes. Committees and working groups will strive for consensus, but may bring alternative recommendations to the Board if consensus cannot be achieved. The following committees are currently operational:
All GNI members are eligible and encouraged to participate in these committees and working groups in order to maintain diverse representation across GNI activities.