Bylaws & Governance Manual

1. Purpose, Scope & Interpretation

1.1 Purpose

These Bylaws set out the detailed rules and procedures by which the Global AI Federation of Artificial Intelligence and Cybersecurity (GAF) is governed, including:

• Roles and responsibilities of the President, Governing Council, and Secretariat
• How meetings are convened and conducted
• Voting rules and procedures
• Elections, term limits, succession, and removal from office
• The functioning of advisory and technical structures

1.2 Scope

These Bylaws apply to:

• All organs of GAF as defined in the Charter
• All elected and appointed officers
• Members acting in any official governance capacity

1.3 Hierarchy of Norms

• In the event of conflict, the Charter overrides these Bylaws
• These Bylaws override any secondary policies, guidelines, or internal procedures
• Secondary policies must be consistent with the Charter and these Bylaws

1.4 Amendments

Amendments to these Bylaws shall follow the process in Section 11 and the Charter's provisions on amendments.

2. Governance Organs

2.1 General Assembly (GA)

Composition:

The GA is composed of all members in good standing with voting rights. Each member has one vote.

Powers:

• Approve and amend the Charter and Bylaws
• Elect or confirm Governing Council members
• Approve Annual Report and financial statements
• Approve strategic directions and major policies
• Decide on major structural changes and dissolution

Sessions:

The GA meets in Ordinary Session at least once per calendar year. Extraordinary Sessions may be convened by a two-thirds majority of the GC or a written request by at least 10% of voting members.

2.2 Governing Council (GC)

Composition:

The GC consists of 9-13 voting members, including the President, Vice-Presidents, Treasurer, and Councillors.

Role & Function:

• Strategic oversight and long-term direction
• Approving annual budgets and work plans
• Overseeing risk management and internal controls
• Appointing and supervising the Secretary-General/Executive Director
• Setting membership fees and key policies

The GC meets at least four times per year, in person or virtually.

2.3 Executive Secretariat

Led by the Secretary-General/Executive Director (SG/ED), the Secretariat implements decisions, manages operations, oversees programs, and serves as liaison between members and external partners.

2.4 Advisory Council

A non-binding expert body of distinguished individuals providing strategic advice, foresight, and thought leadership. Members are appointed by the GC for 3-year terms, renewable once.

2.5 Committees & Working Groups

The GC may establish standing Committees (e.g., Finance & Audit, Governance & Nominations) and thematic Working Groups with written Terms of Reference.

3. Officers & Roles

3.1 President

The President is the chief elected officer who presides over meetings, represents GAF externally, provides strategic leadership, and works with the SG/ED to oversee strategy implementation.

3.2 Vice-President(s)

Support the President and ensure leadership continuity. In the President's absence, a designated Vice-President acts with all associated powers.

3.3 Treasurer

Leads financial oversight, works with the SG/ED on budgets and reports, chairs the Finance & Audit Committee, and ensures compliance with financial regulations.

3.4 Secretary-General / Executive Director

Appointed by the GC through a merit-based process. Responsible for operational leadership, staff management, implementation of decisions, budget preparation, and stakeholder relationships.

4. Meetings: Procedures & Conduct

4.1 Notice & Convocation

• GA Ordinary: At least 30 days' notice with agenda
• GA Extraordinary: At least 14 days' notice
• GC Regular: At least 7 days' notice

4.2 Quorum

• GA: One-third of voting members present
• GC: Simple majority of GC members present

4.3 Conduct

The President chairs meetings. Basic rules of order apply, including recognition before speaking, time limits, respectful discourse, and observance of the Code of Conduct.

4.4 Minutes

Minutes record date, attendance, agenda items, decisions, and action items. Draft minutes are circulated within 30 days (GA) or 10 days (GC) and approved at the next meeting.

5. Voting Rules & Procedures

5.1 Voting Rights

Each voting member in the GA has one vote. Each GC member has one vote.

5.2 Decision Thresholds

• Simple Majority: More than half of valid votes for ordinary decisions
• Qualified Majority (2/3): Required for Charter amendments, dissolution, and officer removal

5.3 Methods

Show of hands, voice vote, secret ballot (for elections and sensitive matters), and electronic voting (with identity verification and integrity assurance).

5.4 Proxies

GA members may appoint proxies with written forms submitted 24 hours before meetings. One member may hold proxies for at most two others.

6. Elections

6.1 Offices Subject to Election

GC members (including President, Vice-Presidents, Treasurer) are elected by the GA.

6.2 Eligibility

Candidates must be members in good standing for at least 12 months, with no unpaid dues or disciplinary issues. Conflicts of interest must be disclosed.

6.3 Nominations

Overseen by the Nominations & Governance Committee. Nomination period is at least 30 days before elections, with candidate lists circulated 14 days prior.

6.4 Voting Method

Elections use secret ballots. Single-seat roles require simple majority with run-off if needed. Multi-seat positions use highest-vote-wins or ranked-choice systems.

7. Terms of Office, Succession & Vacancies

7.1 Term Length

GC members serve three-year terms with staggered elections for continuity.

7.2 Term Limits

No individual may serve more than two consecutive full terms in the same role. After a one-term break, re-eligibility is possible.

7.3 Vacancies

The GC may co-opt interim members until the next GA holds elections to fill the remainder of terms.

8. Suspension & Removal from Office

8.1 Grounds

• Gross misconduct or serious Code of Conduct breach
• Persistent failure to perform duties
• Undisclosed or mismanaged conflicts of interest
• Criminal conviction incompatible with GAF's mission
• Conduct seriously harming GAF's reputation

8.2 Process

Written complaints from three GC members or ten members trigger an investigation by a Review Panel. The accused receives notice and opportunity to respond. Removal requires two-thirds GC vote, with GA confirmation for President or multiple GC removals.

8.3 Appeal

Appeals to the GA may be filed within 30 days. GA decisions are final.

9-12. Additional Provisions