Organization

CHAPTER II ORGANIZATION

Article 5 Organization of the Foundation

The components of the Foundation are the following :

• The Board of the Foundation
• The Honorary Committee
• The Committee of Experts
• The Auditors

Article 6 The Board of the Foundation

The Foundation is administered by a Foundation Board made up of 5 to 9 members initially appointed in the following manner :

• The Chairman of the Department of Psychiatry of the University Hospitals of Geneva, a position occupied, at the Foundation's creation, by Professor José Guimón,
• Dr. Theodore Hovaguimian, physician, specialist in psychiatry and psychotherapy, President of the World Psychiatric Association’s Section on Private Practice,
• Mr. Pierre Martin-Achard, attorney-at-law,
• Mr. Antoine Maurice, editorial columnist and Professor at the University of Neuchâtel,
• Professor Norman Sartorius, former Director of the Division on Mental Health of the World Health Organization.

The President of the World Psychiatric Association will de facto be a member of the Board of the Foundation.

Article 7 Duration of Appointment

The members of the Board of the Foundation are appointed for a term of four years and are eligible for immediate re-election by the Board of the Foundation.

Any member of the Board of the Foundation may resign by submitting written notice to the President three months before the date of resignation.

In case of resignation, exclusion or decease of a member of the Board of the Foundation, his or her successor shall be designated by the Board of the Foundation within three months after the vacancy has arisen.

Article 8 Representatives of Public Corporations and International Organizations

To the number of members of the Board of the Foundation may be added two members, one designated by the State Government of the Republic and Canton of Geneva, the other by the United Nations High Commissioner for Human Rights.

The members thus designated may take part in meetings of the Board of the Foundation in an advisory capacity but without voting rights. They may neither act as representatives of the Foundation nor undertake commitments on its behalf.

Article 9 Scope of the Board of the Foundation

The Board takes all necessary steps to ensure the realization of the goals of the foundation, notably :

• encouraging respect for the goals of the Foundation ;
• determining general principals and enacting any statutes necessary to the Foundation’s activity ;
• seeking out any funding which might be allocated to the Foundation's objectives ;
• designating a successor for any member of the Board who has resigned, been expelled or has died during the term ;
• expelling a member if that member compromises the goals of the Foundation or seriously violates his or her obligations towards the Foundation ;
• deciding to award the « Prize of Geneva » ;
• constituting an Honorary Committee, nominating members and determining the scope of its activities ;
• constituting a Committee of Experts, nominating members and determining the scope of its activities ;
• representing the Foundation in its exchanges with the outside world, acting as advocates and arbitrators according to need.

Should circumstances warrant it, the Board of the Foundation may call upon experts or constitute, within itself, permanent or temporary committees whose President and scope of activity it will designate and outline.

The Board of the Foundation may also create an office to which it may delegate some of its tasks.

Article 10 Organization and Operations of the Board of the Foundation

1. The Board of the Foundation is responsible for its internal organization.
   It designates the President, the Vice-President, the Secretary and the Treasurer from among the voting members.
2. The members of the Board of the Foundation exercise their activity without remuneration. On the advice of the Board of the Foundation, expenses that its members incur on behalf of the Foundation may be reimbursed upon presentation of receipts.
3. The Board of the Foundation meets as often as the interests of the Foundation may require, but at least twice a year or when three members of the Board of the Foundation with voting rights make the request.
4. A voting majority will take the decisions of the Board of the Foundation. In case of a tie, the President casts the tie-breaking vote.
   The Board of the Foundation may only validly deliberate if at least four of its voting members (if the Board consists of five members) are present, or if at least five of its voting members are present if the Board numbers of six members or more, including the President or, in his or her absence, the Vice-President.
5. The decisions of the Board of the Foundation will be taken down in minutes to be sent to all members of the Board of the Foundation, minutes to be signed by the President and the secretary or by persons assuming these functions.

Article 11 Representation

The Foundation's legally binding commitments towards third parties are undertaken by double signature of the President or the Vice-President and one other voting member of the Board of the Foundation.

Article 12 Honorary Committee

The Board of the Foundation may decide to constitute an Honorary Committee to assist the Board of the Foundation in its tasks or in connection with particular events.

The members of the Honorary Committee are appointed by the Board of the Foundation.

The Honorary Committee has no administrative nor representational responsibilities.

Article 13 Committee of Experts

The Board of the Foundation may decide to constitute a Committee of Experts, made up of five to nine members, whose expertise and knowledge in the fields linked to the Foundation's goals are well-known.

The members of the Committee of Experts are appointed by the Board of the Foundation. The Committee of Experts has the authority to submit nominations to the Board of the Foundation for candidates for the « Prize of Geneva».

The Committee of Experts is presided over by a member of the Board of the Foundation.

Article 14 Auditors

The auditors of the Foundation are appointed for a two-year term by the Board of the Foundation and may take the form of two outside auditors, a fiduciary company or a certified public accountant.

The auditors have the right to verify the Foundation’s accounts at any time.

At the end of the term of the mandate, the auditors become immediately eligible for re-election.

Cantonal laws pertaining to foundations are applicable as is the authority of Cantonal supervisors.

Article 15 Auditors’Report

The Auditors will send an annual written report to the Board of the Foundation. This report must be received by the Board within four months after year-end closing.

The Auditors must necessarily be present at the meeting of the Board of the Foundation during which the year's accounts are presented.