VI. STEERING COMMITTEE
6.1 Role
The Steering Committee shall manage and oversee the affairs of the GFMD, dealing with major strategic and policy matters facing GFMD and its membership between General Assembly meetings, while the execution of strategy and policy, and administrative matters shall be the responsibility of the Executive Committee and GFMD Secretariat.
The Steering Committee shall also oversee the work of the Secretariat and will adopt internal administrative by-laws upon the recommendation of the Executive Committee.
The Steering Committee shall appoint among its member, the members of the Executive Committee
The Steering Committee is competent for all matters and decisions that are not exclusively attributed to other governing bodies (i.e. residual powers).
6.2 Selection of Steering Committee Members
6.2.1 Categories of members
For the purposes of Steering Committee elections GFMD general members are categorised and grouped as follows:
“Regional members” are organisations based in and conducting the majority of their activities in a particular region.
The GFMD regions are
Asia, Pacific and Oceania
Eastern Europe, the Caucasus and Central Asia
Europe (Western, Central, Northern or Southern)
Latin America and the Caribbean
Middle East and North Africa
North America
Sub-Saharan Africa
“Topical & policy members” are organisations that focus on topics such as freedom of expression, ethics, diversity, investigative journalism or sustainability - and working in a wide range of countries.
“Global members” are organisations with an international focus and working on journalism and media sector support in a wide range of countries in at least three of the seven GFMD regions.
The Secretariat categorises members based on these criteria and in line with the membership application statement by the prospective member.
6.2.2 Composition
There shall be seventeen seats on the Steering Committee, which shall be allocated as follows:
Twelve “regional members”:
Asia, Pacific and Oceania - 2
Eastern Europe, the Caucasus and Central Asia - 2
Europe (Western, Central, Northern or Southern) - 1
Latin America and the Caribbean - 2
Middle East and North Africa - 2
North America - 1
Sub-Saharan Africa - 2
Two “topical and policy members”
Three “global members”
The GFMD Executive Director is a non-voting member of the Steering Committee.
6.2.3 Nominations
The Secretariat shall notify general member organisations of their right to nominate individuals for the Steering Committee at least 45 days before the General Assembly meeting at which members will be selected.
General member organisations may nominate no more than one individual for any of the seats indicated in Article 6.2.1, provided that organisations may only nominate for seats for which they meet the criteria outlined in article 6.2.1.
Nominations must be made at least 10 days in advance of the General Assembly meeting.
6.2.4 Elections
Individuals who have been nominated shall, if they accept the nomination, present themselves to the members in advance to the General Assembly meeting.
Where more than the prescribed number of individuals has been nominated for any particular category of seat, the representatives shall be chosen by a simple majority vote of general members.
According to the preference of the Steering Committee, voting shall take place either in advance of or during the General Assembly meeting.
6.3 Term of office
A term lasts four years.
A term comes to an end when a new Steering Committee is elected at the General Assembly four years after a Steering Committee was elected.
The term of office of Steering Committee members is limited to two consecutive terms.
Terms served as "alternate" members of the Steering Committee – a practice that ended just before the 2016 World Forum in Jakarta – do not count towards the limit of two consecutive terms.
6.4 Terminating membership of the Steering Committee
6.4.1 Resignation
A Steering Committee member may resign from this position at any time by notifying the Chairperson of the Steering Committee in writing.
6.4.2 Removal
A Steering Committee member may be removed under the following conditions:
Failing to attend two consecutive meetings without cause;
Failing in material ways to contribute to the work of the Steering Committee;
Failing in material ways to respect the Code of Practice;
Where they leave the GFMD general member organisation which nominated them for Steering Committee membership in the first place;
Where the general member organisation which nominated them for Steering Committee membership in the first place is no longer a GFMD general member.
Where the Secretariat believes that a member of the Steering Committee meets one or more of these conditions, it may forward a recommendation of removal to the Steering Committee.
A member of the Steering Committee may also, under the same conditions, forward a recommendation for removal to the Steering Committee.
When it receives a recommendation of removal, the Steering Committee shall discuss the matter, including by giving the concerned member a chance to make representations on the matter, and may, by a two-thirds majority vote of members present and voting, remove the member.
6.4.3 Replacement
Where a Steering Committee member who has resigned or been removed has six months or more left in their mandate, an alternate candidate from that member organisation can be put forward to complete the term.
The alternate candidate shall be approved by the Steering Committee by a two-thirds majority.
If the alternate candidate is not approved by a two-thirds majority of the Steering Committee, a virtual election from among general members shall be held to replace that member.
6.5 Meetings
6.5.1 Attendance at meetings
Members of the GFMD Steering Committee shall be expected to attend duly constituted Steering Committee meetings absent legitimate reasons for not attending.
The Steering Committee may allow the Advisory Board to take part in meetings or part of meetings in order to provide specific expertise but such advisors shall not be entitled to vote.
6.5.2 Voting rules
All members of the Steering Committee shall be entitled to one vote.
The GFMD Executive Director is a non-voting member of the Steering Committee.
Wherever possible, the GFMD Steering Committee will take decisions by consensus.
Where votes are required, and unless otherwise provided for in this Constitution, decisions of the Steering Committee shall be taken by simple majority vote.
A failure by any Steering Committee member to attend a general meeting, or to send a proxy vote, shall be interpreted as an abstention.
6.5.3 Proxy voting
Proxy voting, in accordance with rules adopted by the Steering Committee, shall be permitted in the case of absence.
Proxy voting may only be done by an individual from the same organisation as the member of the Steering Committee who has been nominated by that member for purposes of proxy voting.
Proxy votes shall be allowed in matters of membership, funding proposals and changes in governance.
6.5.4 Frequency of meetings
There will be at least two meetings of the Steering Committee per year.
Unless otherwise decided by the Steering Committee, there shall be a physical meeting of the Steering Committee at least once a year.
The first meeting of a new Steering Committee shall be held immediately after the new Steering Committee is elected at the General Assembly.
A new Steering Committee is elected at the fourth General Assembly that occurs during the term of the previous Steering Committee’s term.
As well as the annual physical meeting of the Steering Committee, there will be a video conference meeting at least once a year.
The Steering Committee can take decisions in between meetings via a conference call or email.
6.5.5 Meeting rules
Subject to this Constitution, the Steering Committee may adopt such rules relating to meetings as it sees fit.
An agenda for meetings shall be circulated by the Secretariat in agreement with Chairperson at least 14 days before the meeting so that members have a chance to comment on the agenda.
The Secretariat shall submit a summary report of GFMD activities at least 14 days ahead of each Steering Committee meeting.
The quorum for decision-making shall be a simple majority of the Steering Committee, including proxy representatives.
The Secretariat shall cause minutes to be kept of each meeting and the minutes of the previous meeting shall be approved by the Steering Committee at the next meeting.
6.5.6 Meeting location
The Steering Committee in collaboration with the Secretariat may decide to organise additional GFMD activities to coincide with physical meetings of the Steering Committee in order to take advantage of the meeting’s location.
6.6 Executive Committee
6.6.1 Executive Committee Role and Selection
The Executive Committee is the administrative body of the association. It is composed of three members elected by the Executive Committee, and the Executive Director.
The Steering Committee must elect, by a majority of two-thirds, three members of the Executive Committee, namely the President, the Vice-President and the Treasurer, from among its members.
The Chairperson of the Executive Committee shall also chair meetings of the Steering Committee and the General Assembly. In the absence of the Chairperson, the Deputy Chairperson shall chair meetings of the Executive Committee and Steering Committee.
The Executive Committee, together with the Executive Director, represents GFMD in all major administrative and legal matters facing GFMD between General Assembly meetings. It is the main administrative body of the GFMD.
The Executive Committee, together with the Executive Director prepares and approves annual accounts, annual budget, annual audit in the absence of appointment of a statutory auditor, the internal administrative by-laws and other documents for the General Assembly and the Steering Committee for their review and decision making in line with this Constitution.
6.6.2 Elections
Individuals who have been nominated shall, if they accept the nomination, present themselves to the Steering Committee members in advance to the election meeting.
Where more than the prescribed number of individuals has been nominated for any particular role, the representatives shall be chosen by a two-thirds majority vote of Steering Committee members. If no member of the Steering Committee receives a two-thirds majority vote for any of these three positions, they shall be elected on a simple majority basis in a run-off vote between the two members who received the largest number of votes from the first round of voting.
According to the preference of the Steering Committee, voting shall take place either during or immediately after the General Assembly meeting.
6.6.3 Term of office
A term lasts four years.
A term comes to an end when a new Steering Committee and Executive Committee are elected at the General Assembly four years after a Steering Committee was elected.
The term of office of Executive Committee members is limited to two consecutive terms.
6.6.4 Terminating membership of the Executive Committee
6.6.4.1 Resignation
An Executive Committee member may resign from this position at any time by notifying the Chairperson of the Steering Committee in writing.
6.6.4.2 Removal
An Executive Committee member is at the same time a Steering Committee member and may be removed under the same conditions as other Steering Committee members.
6.6.4.3 Replacement
Where a member who has resigned or been removed has six months or more left in their mandate, an alternate candidate from the Steering Committee needs to be put forward by the members of the Steering Committee to complete the term.
The alternate candidate shall be approved by the Steering Committee by a two thirds majority.
If the alternate candidate is not approved by a two-thirds majority of the Steering Committee, a simple majority of votes will be accepted.
6.6.5 Meetings
6.6.5.1 Attendance at meetings
Members of the GFMD Executive Committee shall be expected to attend Steering Committee meetings absent legitimate reasons for not attending.
6.6.5.2 Voting rules
All members of the Executive Committee shall be entitled to one vote.
The GFMD Executive Director is a non-voting member of the Executive Committee.
Wherever possible, the GFMD Executive Committee will take decisions by consensus.
Where votes are required, and unless otherwise provided for in this Constitution, decisions of the Executive Committee shall be taken by simple majority vote.
Proxy voting in the case of the Executive Committee is not permitted.
6.6.5.3 Frequency of meetings
There will be at least two meetings of the Executive Committee per year.
The Executive Committee can meet and take decisions whenever two of its members call for it.
6.6.5.4 Meeting rules
Subject to this Constitution, the Executive Committee may adopt such rules relating to meetings as it sees fit.
An agenda for meetings shall be circulated by the Secretariat in agreement with the Chairperson at least 3 days before the meeting so that members have a chance to comment on the agenda.
The Executive Committee is only validly constituted if at least half of its members are present.
The Secretariat shall cause minutes to be kept of each meeting.
Meetings of the Executive committee are held either physically at the place provided for in the notice, or remotely by means of a teleconference or videoconference or using other telecommunications techniques allowing the members of the committee present at the meeting to hear and be able to consult simultaneously, either by combining the two aforementioned means where some directors are physically present and others participate in the meeting using a tele or videoconference or another means of electronic communication.
6.6.6 Representation
The association is validly represented towards third parties and in court:
a) either by the Executive Committee, acting by the majority of its members;
b) either by the Chairperson of the Executive Committee, acting alone;
c) or by the Executive Director within the limits of their mandate.
6.7 Advisory Board
6.7.1 Function
The advisory board functions to advise the Steering Committee and Secretariat on major strategic and operational issues.
6.7.2 Composition and appointment
Members of the Advisory Board are appointed by the Steering Committee.
Criteria for the Advisory Board shall include experienced and prominent professionals from member organisations, previous members of the Steering Committee, and experts from the journalism and media sector, tech sector, international development, legal, and fundraising experts.
The Advisory Board shall include a minimum of 3 and a maximum of 7 individuals.
The Advisory Board shall include at least one prominent individual from an affiliate member organisation.
If a general member has a representative elected to the Steering Committee, another representative from that organisation is not eligible for a seat on the Advisory Board.
6.7.3 Relation to the Steering Committee
Members of the Advisory Board can attend meetings of the Steering Committee upon invitation, but these members shall not be entitled to vote.
6.7.4 Meetings and commitments
The majority of the work of the Advisory Board shall be done via email and online meetings.
This Constitution does not prescribe a fixed number of or schedule for Advisory Group meetings but it will be expected to hold at least two meetings per year.
6.8 Steering Committee subcommittees
6.8.1 Subcommittees
The Steering Committee has two subcommittees:
6.8.2 General purpose of subcommittees
Steering Committee subcommittees shall play an advisory role to help guide the Steering Committee and Secretariat about matters falling within their mandates.
Subcommittees shall not have decision-making powers but shall be able to act in a more flexible and efficient way to advise the Steering Committee, Executive Director and Secretariat staff, in accordance with this Constitution.
6.8.3 Appointments to the Membership Committee and Policy and Learning Committee
The Membership Committee and Policy and Learning Committee shall each consist of three members who shall be elected by a simple majority vote by the Steering Committee from among its members, members of the Advisory Board and representatives of other general members.
6.8.4 Secretariat participation in subcommittee meetings
One person from among the GFMD Secretariat and GFMD Executive Director shall be nominated by the GFMD Executive Director as a non-voting, ex-officio member of each subcommittee.
6.8.5 Role of the Steering Committee Chairperson and Deputy Chairperson
The Steering Committee Chairperson and Deputy Chairperson may participate in the Membership Committee and Policy and Learning Committee as a non-voting member.
6.8.6 Subcommittee rules
Subcommittees may, subject to the rules in this Constitution, adopt such procedural and operational guidelines as they deem fit to facilitate their operations.
6.8.7 Meetings and commitments
The majority of the work of subcommittees shall be done via email.
The Secretariat shall be responsible for convening meetings of subcommittees, provided that any member may call for a special meeting as needed.
This Constitution does not prescribe a fixed number of or schedule for subcommittee meetings but committee members are encouraged to hold at least two meetings per year.
6.8.8 Subcommittee reports
Each subcommittee, with support from the Secretariat, shall submit an annual report to the Steering Committee which shall describe the work performed by the subcommittee during the previous year.
Any recommendations from a subcommittee which require a vote by the Steering Committee will be communicated to the full Steering Committee as soon as possible via email.
6.8.9 Role of the Secretariat
The Secretariat shall provide administrative and logistical support to subcommittees as needed.
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