1 Purpose and limits of mandate
These regulations govern the Board’s work and its oversight of the Association, committees and management. Every member complies with the Association’s purposes, licence and Articles. A Board resolution cannot replace approval reserved to the General Assembly or competent authority.(1)
2 Allocation of responsibilities
The Chair leads the Board and follows up its resolutions; the Deputy exercises the Chair’s functions when validly substituting. The Secretary handles notices, minutes and records; the Treasurer oversees finances. Appointment of the Association’s Director and definition of that role require the approvals prescribed in the Articles. A job title creates no authority not granted.
The Board approves plans, policies and the authority matrix and oversees risk, compliance and performance. The budget and final accounts are submitted to the General Assembly for approval. The Board retains oversight responsibility when it delegates.
3 Meetings and resolutions
The Board meets at least quarterly and at least four times annually. A meeting requires more than half the members, including the Chair or Deputy. If quorum is not met, it is postponed one week in accordance with the notice. Decisions are by majority of those present; the Chair has the casting vote in a tie.
When necessary, a resolution by circulation requires approval of at least 75% of Board members and is recorded in the next meeting’s minutes. An invited non-member provides advice but does not vote. Circulation cannot bypass authority or mandatory approval.(2)
4 Agenda and integrity
The Secretary gathers items and supporting documents, identifying whether each requires information, a recommendation or a decision. The Chair reviews the agenda, and members receive information in time to study it. An interested person discloses before the item and recuses under the conflicts policy. Uncertainty about recusal’s effect on quorum is referred for legal review before voting.
5 Documentation and follow-up
Minutes record place, date, attendance, quorum, disclosures, discussion summary, resolutions, votes for and against, abstentions and objections. Attendees sign as required by the Articles. Each resolution has an implementation owner, deadline and closure indicator. Sending minutes is not evidence that a resolution has been implemented.
Every meeting reviews earlier resolutions, financial reporting, material risks, incidents and significant complaints. Dissenting views are preserved accurately; errors are corrected through linked correction minutes.
6 Evaluation and handover
The Board collectively evaluates its performance, member attendance and oversight quality annually, with an improvement plan and induction for new members. Files, authority and entrusted assets are handed over under a documented record at the end of the term. Administrative evaluation cannot remove membership outside the Articles.
References in the approved document
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The Association’s approved 2026 Articles of Association, Articles 20–27. This document establishes internal implementation controls without changing higher legal powers or requirements.
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Federal Decree-Law No. 50 of 2023 regulating public-benefit institutions, provisions on boards and institutional obligations. This document establishes internal implementation controls without changing higher legal powers or requirements.