Board of directors

Appointments

Directors shall be appointed by secret ballot by the Members' Meeting for a term of office of no more than two years. Directors whose term of office has come to an end may be reappointed.

Legal entities are not eligible to be Directors.

Individuals, who are representatives of Members belonging to any membership category, are eligible to run for the office of Director. Only representatives of Effective Members are eligible to run for the office of Chairman or Vice Chairman of the Board.

The Members' Meeting shall appoint a Chairman and a Vice Chairman of the Board from among the members of the Board.

Voting procedure to elect Board of Directors, including Chairman and Vice-Chairman of the Board:

The Chairman of the Association will preside over all Members' Meetings. However, the Board of Directors will appoint a Facilitator to facilitate all Members' Meetings where elections will take place. The Secretary General will assist the Facilitator when the elections take place in more than one location.

Eligibility to Vote

• All members are entitled to participate in any Members' Meetings of the Association and make nominations.
• Only Effective Members of the Association who have no outstanding debt are entitled to vote.
• Each Effective Member shall have equal voting privileges defined as one vote per member.

Representation of an Effective Member

If and only if the voting representative as listed on the application is absent, the second representative (alternate voting member) as listed on the application may vote on behalf of the Effective Member.

Voting by Proxy

• If both the voting representative and the alternate voting representative of an Effective Member will be absent for the meeting, the Effective Member may by written proxy delegate a personal representative with discretionary power to vote for and on behalf of the Effective Member at the meeting. The personal representative must be a member of the Association (including Affiliated Member).
• No member may hold more than one proxy.
• The Secretary General must receive a signed notice of such proxy at least 1 day prior to the meeting. A facsimile or electronic version of the letter is acceptable.

Counting of Ballots

• Elections for the Board of Directors including the Chairman and Vice Chairman of the Board will be held by secret ballot.
• Two persons who are members of the Association (including Affiliated Members) and who have not been nominated for the Board of Directors including the Chairman and Vice Chairman of the Board will count the ballots outside of the meeting room in the presence of the Secretary General and/or the Facilitator of the Members' Meeting.
• If the two persons outlined in b) above are not available an independent person e.g. from the Georgian or EU Embassy, will count the ballots outside of the meeting room in the presence of the Secretary General and/or the Facilitator of the Members' Meeting.
• If the elections take place in more than one location e.g. Brussels and Tbilisi, then the counting procedures outlined in a) to c) above will take place in all locations.

Eligibility to be a representative of the Board of Directors including Chairman and Vice-Chairman of the Board

• Individuals who represent an Effective Member or an Affiliated Member may be nominated as representative of the Board of Directors, subject to the Board composition outlined in article 10.1 of the Articles of Association.
• Only individuals who have been appointed as a Director and who represent an Effective Member may be nominated for the position of Chairman or Vice Chairman of the Board.

Election process of Board of Directors, including Chairman and Vice-Chairman of the Board

• Facilitator will call the meeting to order and confirm that a quorum has been reached.
• Facilitator will open meeting to nominations from the floor. Nominations from the floor may be made and seconded by any member of the Association, be it an Effective Member or an Affiliated Member. Nominations must also specify the term of appointment.
  To close nominations from the floor, a motion must be made and seconded by any member of the Association.
• Facilitator will review eligibility for individuals nominated to serve on the Board of Directors including the Chairman and Vice-Chairman of the Board.
• Facilitator will read the names of all eligible nominees and ask each to stand. Each eligible nominee will briefly introduce himself or herself to the Members' Meeting. Maximum allowable time per nominee is 2 minutes.
• Facilitator will distribute ballots to Effective Members and Effective Members will be asked to mark their ballots.
• Ballots will be collected, removed from the meeting room, counted and returned to the Secretary General and/or Facilitator.
• Facilitator will announce the ballot results and the new representatives of the Board of Directors, including the Chairman and Vice-Chairman of the Board