4.3 Chapter III — Ruling and management bodies

4.3.1 Article 9 – Ruling bodies

The ruling bodies of the Institute shall be the General Assembly, and the Board of Directors.

4.3.2 Article 10 – General assembly

The General Assembly of the Institute shall be its supreme authority.

Composition and Election:

The General Assembly shall be composed by the delegates of the Members, the Honorary Members, and the delegates designated by the Observers.

Members shall be granted two votes each.

Neither Honorary Members, nor delegates of the Observers are entitled to vote at General Assemblies.

Each one of the votes of a Member shall be borne by a different person. In case a delegate of a Member is not available, he/she will be replaced by his/her elected substitute. If neither the delegates with tenure, nor their designated substitutes are available, specific proxies may be given to any other Member's representative, in order to speak and vote on his/her behalf.

The process of designation of delegates, as well as of their substitutes, shall be an internal matter for each ProRec centre.

However, their delegates shall be designated by Members for a period of at least one year. Nevertheless, in case of emergency, that is if a delegate resigns or dies while in office, Member shall be entitled to designate a successor immediately.

Authority:

Over its ordinary meetings, the General Assembly shall:

• hear and adopt the annual report of the President,
• hear and adopt the budget, review the expenditures and adopt the annual report of the Treasurer,
• hear and approve the reports of any subordinate bodies it may have established,
• hear and adopt the programme of activities, and the corresponding business plan as presented by the Board,
• decide on admission and exclusion of members,
• elect the President, the two Vice Presidents, the Secretary General, the Treasurer, and the Deputy Treasurer.

The General Assembly may establish subordinate bodies —such as Working Parties— whenever felt necessary, for clearly defined purposes, permanent or temporary. It shall decide on the composition, the terms of reference, and the duration of existence of such bodies.

The adoption or the revision of the articles requests that an Extraordinary Meeting of the General Assembly is convened.

Meetings: Ordinary and Extraordinary

An ordinary meeting of the General Assembly shall be convened at least once a year.

Extraordinary meetings of the General Assembly may be convened at any time by the President, at the request of the Executive Body, or on the demand of at least one fifth of the Members.

Such matters as amendments to the articles, or the dissolution of the Institute, shall make it necessary to convene an Extraordinary Meeting of the General Assembly which can be held in connection with an ordinary meeting.

The President shall decide on the dates and places of the meetings.

The announcement, together with the location, date, and time details of the meetings of the General Assembly shall be notified to delegates at least two months in advance of each meeting, with a request for suggestions of items to be put on the agenda. The agenda will be issued one month before the meeting. Any item proposed by at least one tenth of the members must be included in the agenda.

Amendments to the articles, or the request for the dissolution of the Institute, shall be distributed with the announcement of the meeting two months ahead. Acknowledgements of receipt by at least two thirds of the Members is requested for the extraordinary meeting to take place. Neither amendments to the articles, nor the dissolution of the Institute can be addressed, but if such matters have been explicitly mentioned on the agenda of the meeting.

In conformity with the Rules of Procedure, in case at least one third of the delegates have not been able to receive the notification and agenda of a General Assembly meeting due to wrong address details, the meeting is declared null.

Quorum and Majority for the General Assembly:

In order to be able to conduct business, the quorum of at least half of the Members of the General Assembly plus one shall be necessary. Members who are not physically represented by their delegates or their substitutes may provide proxies.

In case this quorum is not reached, another meeting shall be convened within three months, and only after such a time that all members can be notified at least one month in advance. At this new meeting, the General Assembly shall operate without any quorum restriction. In the meantime, the Executive Body shall act in the place of the General Assembly.

Decisions of Assembly shall be taken at the absolute majority of those members present or represented, unless otherwise provided in these articles.

Ballots:

Ballots shall be conducted in conformity with the Rules of Procedure.

Resolutions:

Resolutions taken by the General Assembly shall be posted on a specific page of the web site of the Institute.

4.3.3 Article 11 – The board of directors

Composition:

The Board of Directors (hereafter mentioned as "the Board") is composed of the delegates of the Members exclusively, two per Member.

Authority and Commitments:

Between two annual ordinary meetings of the General Assembly, the Board alone is entitled a decisional responsibility for any matters regarding the strategy, the actions, the contributions, and the budget of the Institute.

Meetings:

The Board shall meet at least once a six-month term, on the dates and at the locations decided by the President, after taking due advice of Members, and actively seeking a consensus between them.