ARTICLE IV BOARD OF DIRECTORS
Section 1 Board role, size, and compensation: The Board of Directors (hereafter called the Board) shall consist of a maximum 10, but no fewer than four directors. All Board members/officers must be residents of Europe. The Board receives no compensation other than reasonable expenses.
Section 2 Terms: The Chair shall serve one-year terms. All other Board members shall serve two-year terms.
Section 3 Meetings and notice: The Board will meet at least quarterly, at an agreed time and place. Board meetings can be in a physical location where members will be present in person, but mostly via the internet or by a conference phone call. An official Board meeting requires that each Board member have written notice a minimum of one week in advance.
Section 4 Election procedures:Any voting PGE member can nominate a candidate for the board. Elections will be held such that ca 50% of the Board, plus vacant posts are elected on alternate years.
A list of candidates, including the Chair and treasurer nominations will be made available to PGE members a minimum of two weeks before the AGM.
Section 5 Board elections: Directors shall be elected or re-elected by a simple majority of PGE members present at the annual meeting.
The Chair and treasurer shall be named at the AGM. All other positions within the Board shall be decided at the constitutive meeting. Each nominated candidate must be available to take an active part in the Board immediately upon election.
All PGE members are eligible to transfer their voting rights to a nominated representative provided this is done in writing.
Section 6 Quorum: A Board meeting must be attended by a quorum of at least forty percent of Board members for business transactions to take place and motions to be passed.
Section 7 Officers and Duties: At a minimum the Board will consist of four officers, comprising a Chair, vice-Chair, secretary and treasurer. Because the association is based in Finland, one of the board members must be a resident of Finland. If there is no resident of Finland on the Board, the PGE must be re-registered in another relevant country.
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-Chair, secretary, treasurer. In case of a tied vote, the Chair shall have the casting vote.
The vice-Chair shall also have a specific area of responsibility, to be defined by the Board.
The secretary shall be responsible for the taking of minutes at all Board meetings and the AGM, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that records are maintained.
The treasurer will present a fiscal report at each Board meeting and prepare an annual budget report for the AGM. The accounting period shall be one year. The treasurer shall chair the finance committee, help develop fundraising plans, and make financial information available to Board members and the public.
The responsibilities of other directors will be decided at by the Board at its inauguration meeting.
Section 8 Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Board. A Board member will be terminated from the Board due to excess absences, or more than two unexcused absences from Board meetings in a year.
Section 9 Special meetings: Special meetings of the Board shall be called upon the request of the Chair, or one-third of the Board. Notice of special meetings shall be sent out by the secretary to each Board member a minimum of two weeks in advance.