1.1 Name. The name of the organization shall be Global Forum On Human Settlements (“GFHS”). It is non-government, non-profit international organization incorporated under the laws of the State of New York, United States of America.
1.2 Office. The principal office of GFHS shall be 10 Waterside Plaza， Suite 20-E, NEW YORK NY,10010, with such additional offices as may later be established in other locations.
1.3 Purpose. The Corporation is organized for the purpose of educating the general public on the efforts of the United Nations and its member countries in improving the ecological environment and human settlements in various parts of the world. At the same time, the Corporation is organized for the purpose of informing and educating governmental, public and business leaders around the world on the need to promote the work of the United Nations in the achieving of its Millennium Development Goals, including the building of sustainable human settlements, and the need to help the poorest achieve a better quality of life.
SECTION 2 — SCOPE OF ACTIVITIES
2.1 To support and participate in related other international organizations programs of the United Nations and, and to promote the global effort to provide world human settlements.
2.2 To convene annual conferences, seminars and workshops to discuss issues of significance pertaining to global human settlements, the environment and the other related issues; provide a high-level platform for dialogues between governmental organizations, non-governmental organizations, business entities, academia, and other sectors of society.
2.3 To perform research on global human settlement issues.
2.4 To issue "Global Human Settlements Awards" in order to commend and encourage governments, communities, business entities, and non profit organizations and individuals that have made significant contributions to human settlements, the environment and urban construction;
2.5 To publish relevant books and periodicals, to promote cooperation and exchanges between experts and leaders throughout the world;
2.6 To convene conferences, meetings, and conduct educational, research, and training programs.
2.7 To promote cooperation among its members and nonmembers through its established networks.
2.8 To provide advisory services.
SECTION 3 — MEMBERSHIP
3.1 The Board of Directors shall implement rules and procedures for eligibility of membership in the GFHS, additional classes and definitions, rights and responsibility of membership, term of membership, and any other necessary rules and procedures dealing with membership.
3.2 Categories of Membership. There shall be three classes of membership: Diamond Members, Senior Members, and Regular Members. Each membership class shall be composed of either organizations or individuals.
3.2.1 Diamond Members are those members that have made outstanding financial and other significant contributions to the development of GFHS.
3.2.2 Senior Members are those members that have made an outstanding contribution to the establishment and development of the GFHS.
3.2.3 Regular Members are those members that recognize and support the goals of the GFHS and agree to participate in its activities.
SECTION 4—ORGANIZATIONAL STRUCTURE
4.1 Organization Structure. The main bodies of GFHS are the following:
4.1.1 The Board of Directors
4.1.2 The Secretariat;
4.1.4 The Council of Advisors
4.1.5 The Global Human Settlements Institute
SECTION 5—BOARD OF DIRECTORS
5.1 Responsibilities The Board of Directors shall be the supreme executive body of GFHS, accountable to the membership. It shall be responsible for the general oversight and management of the affairs of GFHS, in accordance with its vision and mission statements. It shall take an active role in overseeing all activities of GFHS, its programs and its operations. It shall review and either approve or disapprove the annual reports and annual budgets submitted to it by the GFHS Secretariat. It shall actively collaborate in the creation of program strategies. It shall appoint the Secretary-General, the Deputy Secretary General, and the Assistant Secretary Generals of GFHS, in accordance with these Bylaws, and approve and adopt substantive rules and regulations of GFHS.
5.2 Adoption of Resolutions by the Board of Directors. Any resolution of the Board of Directors shall require approval by a simple majority of the members present at a meeting of the Board of Directors. Each member of the Board has one vote. The Board of Directors reserves the right to pass resolutions on urgent and important matters in a non-formal setting such as telephone conference calls or e-mails.
5.3 Number, Term of Office, and Appointment. The Board of Directors shall be between 5 and 16 Directors. No more than 7 Directors can come from any one country. The Board of Directors will have a term of five years and shall be nominated either by the Secretariat or the Chairman of the Board of Directors. The Directors shall be elected at the annual meeting of the Board of Directors and eligible for re-election for an additional term.
5.4 Meetings. An annual meeting of the Board of Directors shall be held at least once a year. Notice shall be given to all Directors not less than 30 days prior to the time of said meeting. In special and unusual situations, said meetings can be held through conference calls or any other acceptable means. Upon the request of at least one-third of the Board Members, and approved by a majority of Board members, the Chairman of the Board may call a Special Meeting of the Board. Notice shall be given to all Directors not less than 15 days prior to the time of said meeting. Said meetings can be either in person or through conference calls or any other acceptable means.
5.5.Quorum. At any meeting of the Board of Directors, one half of the number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of all business. Resolutions shall be approved by a simple majority of the directors at the meeting of the Board of Directors.
5.6 Waiver of Notice. A Director may waive written notice for attending a meeting of the Board of Directors by filing a written statement with the Secretariat or by attending a meeting even though proper written notice was not given. However, if a Director attends a meeting for the specific purpose of objecting to a meeting because proper written notice was not given, his/her attendance at the meeting cannot be considered as a waiver of proper notice.
5.7 Resignation. Any Director may resign by giving written notice to the Board of Directors and the Secretariat. Unless otherwise specified in such written notice, such resignation shall be effective upon receipt by either the Secretariat or the Board of Directors, and acceptance shall not be necessary to make it effective.
5.8 Removal. Any member of the Board of Directors may be removed from office for actions that are detrimental to the interests of GFHS, by a majority vote of the Board of Directors. The Board may then elect a successor.
5.9 Vacancies. A vacancy in any office by reason of death, resignation, inability to act, disqualification, removal or any other cause, shall be filled from the un-expired portion of the term by the Board of Directors
5.10 Chairman and Vice-Chairman of the Board of Directors. There shall be a Chairman and up to two (2) Vice Chairman, as determined by at least a majority vote of the Board of Directors. Each shall serve for a term of five years and shall be eligible for re-election.
5.11 If the Chairman cannot perform his/her duties as Chairman, the Vice-Chairman shall serve as acting Chairman until the next Board meeting, at which time a new Chairman shall be elected to fulfill the remaining term. If there is more than one Vice-Chairman, the Board shall elect one of the Vice-chairman to serve as acting Chairman until the next Board meeting.
5.12 Responsibilities of the Chairman of the Board of Directors. The Chairman of the Board of Directors shall lead the Board in its activities, preside over the meetings of the Board of Directors, oversee the development and formulation of short and long term plans and programs in pursuit of the objectives and development of GFHS, and to perform such other functions as requested by the Board of Directors.
5.13 Responsibilities of the Vice Chairman of the Board of Directors. The Vice Chairman(s) shall assist the Chairman in fulfilling his/her responsibilities. In the absence of the Chairman, the Vice Chairman(s) shall perform the responsibilities of the Chairman when he/she is unable to carry out his/her official duties and shall perform such other functions as designated by the Board of Directors.
SECTION 6 --- THE SECRETARIAT
6.1 The Secretariat is a standing body of GFHS, headed by a Secretary-General, and is responsible for handling the day-to-day affairs of the GFHS, as follows:
6.1.1 Prepare and organize all GFHS meetings;
6.1.2 Implement all the resolutions of the Board of Directors;
6.1.3 Prepare GFHS annual reports and annual budgets to be submitted to the Board of Directors for review;
6.1.4 Oversee entities which are affiliated with the GFHS, preside over the day to day work of GFHS, organize and implement yearly plans.
6.1.5 Raise and manage funds for GFHS;
6.1.6 Implement rules and regulations for GFHS, to be submitted to the Board of Directors for approval;
6.1.7 Manage membership applications and withdrawals, and other daily needed membership operations and services;
6.1.8 Perform other requested duties which may be designated to it by the Board of Directors;
6.1.9 Assist the Chairman in discharging his/her duties.
SECTION 7 --- CHAPTERS
7.1 The Board of Directors may establish chapters of GFHS in accordance with rules and procedures adopted at a later time.
SECTION 8 --- COUNCIL OF ADVISORS
8.1 The chairman of the Board of Directors or the Secretary General can nominate prominent individuals that can serve on the Council of Advisors of the GFHS. These individuals shall consult with and make suggestions on significant issues and matters affecting GFHS. The manner in which they are chosen, and other detailed procedural matters will be established by the Secretariat, subject to approval by the Board of Directors.
SECTION 9 -- THE GLOBAL HUMAN SETTLEMENTS INSTITUTE
9.1 Responsibilities. The Global Human Settlements Institute is part of the GFHS. It shall perform academic research, issue professional research reports, and provide advisory services to other organizations and entities. The President of the Global Human Settlements Institute shall be appointed by the Secretary General, to serve for a period of 5 years, with the approval of the Board of Directors.
SECTION 10 —OFFICERS
10.1 The Secretary-General. The Secretary-General is the chief executive officer of the Secretariat and an ex officio member of the Board of Directors, who also serves as a Vice-Chairman of the Board of Directors. The Secretary-General shall be appointed by the Board of Directors, and serve a term of 5 years, which may be extended by the Board of Directors. The Secretary-General shall be responsible for the following:
10.1.1 Managing the day-to-day operation of GFHS and representing GFHS;
10.1.2 Presiding over all GFHS meetings other than meetings of the Board of Directors.
10.1.3 Implementing the rules and regulations approved by the Board of Directors;
10.1.4 Hiring, promoting and dismissing employees in the Secretariat and other subordinate bodies that are part of GFHS.
10.1.5 Submitting proposals to the Board of Directors when there is a need to restructure the functional departments of the Secretariat and any branches of GFHS.
10.1.6 Executing any other business that is entrusted or authorized to him/her by the Board of Directors
10.2 Deputy Secretary-General and Assistant Secretary-Generals. There shall be a Deputy Secretary-General and as many Assistant Secretary Generals as nominated by the Secretary-General or a member of the Board, subject to the approval of the Board of Directors. If a member of the Board nominates a person to be the Deputy Secretary General or an Assistant Secretary General, confirmation from the Secretary General shall be obtained before the nominations are submitted to the Board of Directors for approval. The Deputy Secretary General and the Assistant Secretary Generals shall serve a term of 5 years with the possibility of an extension for another 5 year term if approved by the Board of Directors.
The responsibilities of the Deputy Secretary-General and the Assistant Secretary Generals shall include:
10.2.1 Assisting the Secretary-General in managing the day-to-day operations;
10.2.2 The Deputy Secretary-General shall have the responsibilities of the Secretary-General when the Secretary-General is unable to carry out his/her official duties.
10.2.3 Executing such tasks as delegated to him/her by the Secretary-General.
10.3 Secretary. The Secretary shall be nominated by the Secretary-General, subject to approval by the Board of Directors. The Secretary shall record all proceedings of the Board of Directors in a Minute Book, shall cause all notices to be properly given in accordance with the provisions of these Bylaws and as required by state statute, and be the custodian of the records and seal of the Corporation, and cause such seal to be affixed to all instruments, the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these Bylaws; see that the books, reports, statements, certificates and all other documents and records of the Corporation required by statute to be kept are properly kept and filed, and in general, perform all duties to the office of Secretary and such other duties that are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors or the Secretary-General.
10.4 Treasurer. The Secretary-General shall nominate the Treasurer, subject to approval by the Board.
The Treasurer shall safeguard the funds and securities of GFHS, keep a comprehensive and accurate accounting and record the income and expenses, safely keep all funds on deposit in the name of GFHS, and maintain the Corporate deposit receipts designated by the Secretary-General; the Treasurer shall also be responsible for making necessary expenditures on behalf of GFHS and safely keep all receipts, and submit all of his/her operation records and accounting reflecting the financial situation of GFHS at regular meetings of the Board of Directors, or whenever requested by the Secretary-General. He shall have such other rights and duties incident to the office of Treasurer in accordance with the office of a Treasurer as are given to him by the Board of Directors and the Secretary-General from time to time.
10.5 Removal. Any officer nominated by the Secretary-General may be removed from office by the Secretary General, with the approval of the Board of Directors, and a successor elected by the Secretary-General according to these bylaws. Other officers who are appointed directly by the Secretary-General may be removed from office, either with or without cause by the Secretary-General, and a successor selected according to these Bylaws. In the case of the Secretary-General, he shall cease to hold his/her position upon resignation, provided he gives notice at least 3 months in advance, or a resolution approved by a two-thirds vote at a meeting of the Board of Directors. The Secretary-General shall have the right to a hearing before the Board if the Board wants to remove him. The Secretary-General may also be removed if he is unable to perform the duties of the office because of illness or other health problems.
SECTION 11 —ASSET MANAGEMENT AND SOURCE OF FUNDS
11.1 The sources of funds for GFHS include membership fees, interest from bank deposits, participation fees, donations, government grants, and income from events and services provided by GFHS.
11.2 Use of Funds:
11.2.1 All funds of GFHS shall be used within the scope of its mission, and except for the reimbursement of approved expenses or salaries, funds shall not be disturbed to any member, officer, or director.
11.2.2 Insurance, benefits and salaries of GFHS staff shall be paid in compliance with applicable regulations of the host country.
11.3 Financial Management:
11.3.1 GFHS shall comply with internationally accepted accounting principles and accounting rules of the host country, and shall ensure that the financial books and records are legal, accurate and complete.
11.3.2 Each year there shall be an audit of the GFHS accounts by an internationally recognized auditing firm.
SECTION 12 — SUPPLEMENTARY PROVISIONS
12.1 Supplementary Rules and Regulations. Matters not specified in these Bylaws shall be formulated in relevant rules and regulations by the Board of Directors.
12.2 Effective Date. These Bylaws shall come into effect as of the date it is approved by a majority vote of the Board of Directors.
SECTION 13 - LIABILITY AND INDEMNIFICATION
13.1 Liability. Directors, officers, advisors, and members shall not be personally liable for the debts, obligations, or liabilities of the Corporation if they acted in good faith and did not commit fraud.
13.2 Indemnification. The Corporation shall indemnify any member, director, officer or advisor, or former member, director, officer or advisor, against expenses incurred in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being, or having been, such member, director, officer or advisor, to the proper extent permitted by law. Such indemnification shall not be deemed exclusive of any other rights to which such member, director, officer or advisor may be entitled, under these Bylaws, any agreement, vote of the Board of Directors, or otherwise.
SECTION 14 —AMENDMENTS TO THE BYLAWS
14.1 Procedure to Amend the Bylaws. The power to alter, amend or repeal these Bylaws or to adopt new Bylaws shall be vested in the Board of Directors. Amendments must be approved by a majority vote of the Board of Directors in order to be effective.
SECTION 15 — SUPPLEMENTARY PROVISIONS
15.1 Language. The official working languages of GFHS shall be English and Chinese. If the case of a dispute or conflict, the English version shall prevail.