Bylaws Agenda for Social Equity 2074

§1. Name of the Association
The name of the Association is Agenda for Social Equity 2074 non-profit association.
In its activities, the Association may use the short name AfSE and the English designation Agenda for Social Equity 2074 Association.
The Board may decide to use supplementary operating names, graphic designations and translations, provided that these do not alter the Association’s legal identity or purpose.

§2. Legal Form, Registered Office and Area of Activity
The Association is an independent, politically and religiously unaffiliated non-profit association with its registered office in the Municipality of Umeå, Sweden.

The Association’s area of activity is international.

The Association bases its internal legitimacy on member democracy, the exercise of power in accordance with the bylaws, transparency, accountability and equal treatment.

The Association is not an intergovernmental organisation, public authority, international court or other public-law institution. The Association shall not give the impression that it possesses public powers, treaty-based status or a mandate from a state, intergovernmental organisation or other external institution without a documented legal basis.

§3. Non-profit Purpose
The purpose of the Association is to promote social equity, human dignity, inclusive societal development, institutional resilience and intergenerational responsibility by:

1. developing, making accessible and promoting Agenda for Social Equity 2074;
2. supporting the development of knowledge and collaboration concerning the 17 Social Global Goals;
3. identifying and highlighting social structures, needs and development gaps that are not adequately addressed within existing national and international frameworks;
4. promoting research, education, policy development and open knowledge in the field of social equity;
5. creating forms of collaboration between civil society, universities, public institutions, the business sector, financial institutions and other relevant actors;
6. supporting the development of transparent, ethical and financially sustainable forms of social action;
7. promoting the local and regional application of social equity principles, with respect for national law, local conditions and the self-determination of affected communities;
8. monitoring, compiling and publishing evidence on progress, shortcomings and lessons learned within the Association’s field of purpose; and
9. working to ensure that social equity is treated as a fundamental prerequisite for long-term sustainable development.

§4. Forms of Activity
The Association may fulfil its purpose by:

1. maintaining a central AfSE Secretariat;
2. publishing strategies, reports, indicators, policy papers and methodological guidance;
3. administering digital knowledge platforms and open information resources;
4. organising conferences, seminars, training programmes, research collaborations and consultation processes;
5. establishing scientific, advisory and thematic councils;
6. entering into cooperation agreements and strategic partnerships;
7. supporting or conducting research, development and demonstration activities;
8. receiving grants, gifts, donations and other lawful forms of financing;
9. conducting economic activities that have a natural connection with the non-profit purpose or that finance it;
10. providing grants or other support for activities consistent with the purpose, provided that the decision is documented and complies with the Association’s conflict-of-interest and control rules; and
11. taking other lawful measures that directly promote the Association’s purpose.

The Association’s activities shall be conducted without distribution of profits to members. The Association’s assets and surpluses shall be used for the Association’s purpose.

§5. Fundamental Principles
The Association’s activities shall be based on the following principles:

1. the equal value and dignity of all people;
2. non-discrimination and equal treatment;
3. social, economic and institutional inclusion;
4. responsibility towards future generations;
5. scientific integrity and evidence-based activity;
6. transparency and traceability;
7. responsible use of financial resources;
8. respect for human rights and the principles of the rule of law;
9. local anchoring and subsidiarity;
10. protection of personal data and responsible data management;
11. independent review and the possibility of correction; and
12. a clear distinction between standard-setting, implementation and independent oversight.

The Association shall apply ISO 26000 as a guiding framework for social responsibility to the extent deemed relevant by the Board. The Association shall not describe itself as certified under ISO 26000 if no such certification system exists or if the statement would otherwise be misleading.

§6. Relationship with AfSE 2074 and Affiliated Organisations
The Association shall work to ensure that Agenda for Social Equity 2074 is administered as an open, credible and long-term framework.

The Association may cooperate with A74A, GSDA, GSCA, GSEA, GSIA, WOSL Group and other Swedish and international organisations. Such cooperation shall be governed by written agreements where it concerns finances, trademarks, intellectual property rights, personal data, joint programmes or external representation.

The Association is organisationally and financially independent. Cooperation or an association in name does not in itself mean that:

1. another organisation owns the Association;
2. the Association owns another organisation;
3. the Association is liable for another organisation’s debts or obligations;
4. an organisation may appoint or remove the Association’s Board;
5. the Association may represent another organisation; or
6. another organisation may represent the Association.

Such rights or obligations must follow from these bylaws, a duly adopted resolution of the Association or a written agreement.

§7. Independence and Integrity of the Association
The General Meeting is the Association’s highest decision-making body. No founder, funder, cooperation partner, institutional member or external organisation may, through an agreement, financing, licence terms or other arrangement, be given the right unilaterally to:

1. amend the Association’s purpose or bylaws;
2. appoint a majority of the Board;
3. obstruct an audit required by law or these bylaws;
4. influence the Association’s Nomination Committee;
5. dispose of the Association’s assets;
6. prevent the publication of material risks, conflicts of interest or review findings; or
7. set aside members’ rights under the bylaws.

§8. Forms of Membership
The Association has the following forms of membership:

1. individual member, being a natural person;
2. institutional member, being a legal person, public institution, academic institution or other organisation;
3. youth or student member, subject to conditions determined by the Annual General Meeting;
4. supporting member, who supports the Association’s purpose but has no voting rights; and
5. honorary member, appointed by the Annual General Meeting and having no voting rights unless the person is also an ordinary member.

Each individual member, institutional member, and youth or student member who has reached the age of 18 has one vote. Voting rights commence on the day the member reaches the age of 18. No member may have more than one vote through multiple membership categories, affiliated organisations or proxies.

§9. Membership
Membership may be granted to a person or entity that supports the Association’s purpose and principles, undertakes to comply with the bylaws and resolutions, provides the necessary information and pays the determined fee. Applications shall be considered by the Board or a delegated body. A refusal shall be based on objective grounds and communicated in writing. Within 30 days of being notified of the decision, the applicant may submit a written appeal to the Board, which shall refer the matter to the earliest possible General Meeting. Confirmation of the refusal by the General Meeting requires an absolute majority, meaning more than half of all voting members present or represented by proxy at the meeting. If such a majority is not achieved, membership shall be granted.

§10. Rights and Obligations of Members
A member has the right to participate in the activities, obtain access to the bylaws and Annual General Meeting documents, submit motions, attend and vote in accordance with the bylaws, receive factual information and be treated equally. A member shall comply with the bylaws, act in accordance with the purpose, disclose conflicts of interest, respect confidentiality, refrain from using names or distinguishing marks without permission, and pay the fee.

§11. Withdrawal and Termination of Membership
A member may withdraw at any time by written notice. Membership also terminates when a legal person is dissolved, a fee remains unpaid after a reminder, or the member is expelled.

§12. Suspension and Expulsion
A member may be suspended or expelled in cases of serious or repeated breaches of the bylaws, obstruction of the purpose, significant harm, improper use of the name, materially inaccurate information or refusal to address a conflict of interest. Before a decision is made, the member shall be notified in writing of the circumstances relied upon and be given a reasonable opportunity to respond. Suspension may be imposed for no more than six months and takes effect when the decision is communicated to the member. During a suspension in force, the member’s right to participate in activities, attend, speak, vote, be represented by proxy or hold an elected position is suspended. A decision on suspension or expulsion shall be in writing, state the reasons and include information on how to appeal. The decision may be appealed in writing to the General Meeting within 30 days of the member being notified. A timely appeal means that the suspension shall not take effect or, if already in effect, shall immediately cease to apply until the General Meeting has decided the matter. Without undue delay, the Board shall refer the appeal to the earliest possible General Meeting, which shall consider the matter promptly and no later than six weeks after the appeal was received. The affected member shall be notified in writing of the time, meeting format and procedure and shall be given a reasonable opportunity to respond before a decision is made. Expulsion requires at least two thirds of all Board members then serving.

§13. Membership Fee
The Annual General Meeting determines the fees. The Board may decide on a reduction or exemption. A fee confers no right to a financial distribution or a share of the assets.

§14. Bodies of the Association
The Association’s ordinary bodies are the General Meeting, the Board, the auditors, the Nomination Committee and the AfSE Secretariat when established. The General Meeting may establish scientific, advisory, ethical and regional bodies.

§15. Ordinary Annual General Meeting
An Ordinary Annual General Meeting shall be held once in each calendar year, no later than 30 June.
The Board determines the date, time, place and meeting format.
The Annual General Meeting may be conducted as:

1. a physical meeting;
2. a digital meeting; or
3. a hybrid meeting,

provided that the identity of participating members can be reliably verified and that all voting members are given an effective opportunity to participate in the deliberations, speak and exercise their voting rights.

The Annual General Meeting is the Association’s highest decision-making body.

§16. Notice of Ordinary Annual General Meeting
Written notice of the Ordinary Annual General Meeting shall be sent to members no later than four weeks before the meeting. The notice shall state:

1. the date and time of the meeting;
2. the physical meeting place or the information necessary for digital participation;
3. the proposed agenda;
4. how members may access the meeting documents;
5. the time and procedure for registration of attendance;
6. the applicable rules on proxies and representation; and
7. whether the meeting will consider an amendment to these bylaws, dissolution of the Association or another matter requiring a qualified majority.

The annual activity report, financial statements, audit report, proposals from the Board, motions from members and the Board’s opinions on the motions shall be made available to members no later than two weeks before the meeting.

Notice shall be sent by email or another documented communication method approved by the General Meeting.

§17. Motions to the Ordinary Annual General Meeting
A member who wishes the Ordinary Annual General Meeting to consider a particular matter shall submit a written motion to the Board no later than six weeks before the meeting.

The motion shall clearly state:

1. the matter to be considered;
2. the resolution proposed; and
3. the principal reasons for the proposal.

The Board shall present the motion to the Annual General Meeting together with a written opinion.

A motion received after the deadline may be presented for information or discussion, but no binding resolution may be adopted on the basis of the motion unless the matter was stated in the notice and the applicable notice requirements have otherwise been met.

§18. Business at the Ordinary Annual General Meeting
The following business shall be considered at the Ordinary Annual General Meeting:

1. opening of the meeting;
2. preparation and approval of the voting list;
3. election of the chair of the meeting;
4. election of the secretary of the meeting;
5. election of at least one person to verify the minutes and, where required, act as vote counter;
6. determination of whether the meeting has been duly convened;
7. approval of the agenda;
8. presentation of the Board’s annual activity report;
9. presentation of the Association’s financial statements;
10. presentation of the audit report;
11. adoption of the income statement and balance sheet, where such documents are to be prepared;
12. resolution on the allocation of the Association’s result;
13. resolution on discharge from liability for the Board members for the relevant financial year;
14. determination of membership fees and any fee categories;
15. consideration and adoption of the activity plan;
16. consideration and adoption of the budget;
17. consideration of proposals from the Board;
18. consideration of motions from members;
19. determination of the number of Board members and deputy Board members;
20. election of the Chair of the Association;
21. election of the other Board members and any deputy Board members;
22. election of one or more auditors and any deputy auditors;
23. election of the Nomination Committee;
24. determination of remuneration or other compensation, where applicable;
25. consideration of other matters stated in the notice; and
26. closing of the meeting.

A Board member may not participate in a decision on discharge from liability concerning that Board member.

The Annual General Meeting may not adopt a binding resolution on a matter not stated in the notice where, under these bylaws, the matter must be stated in the notice.

§19. Extraordinary General Meeting
An Extraordinary General Meeting shall be held when:

1. the Board considers that an Extraordinary General Meeting is required;
2. an auditor requests it in writing and states the matter to be considered; or
3. at least one tenth of the Association’s voting members request it in writing and state the matter to be considered.

The Board shall issue notice of the Extraordinary General Meeting without undue delay. As a general rule, the meeting shall be held within six weeks of receipt of a valid request, unless special circumstances justify a later date.

Notice shall be sent no later than two weeks before the meeting and shall state:

1. the date, time and meeting format;
2. the matters to be considered; and
3. the proposals on which members may make decisions.

At an Extraordinary General Meeting, only the matters expressly stated in the notice may be considered and decided.

§20. Voting Rights, Representation and Proxies
Each voting individual member, institutional member, and youth or student member who has reached the age of 18 has one vote.

A member may exercise voting rights if the member:

1. was admitted as a voting member no later than 30 days before the meeting;
2. remains a member when the meeting is held; and
3. has paid any membership fee due, unless the Board has granted a deferral or exemption.

An institutional member exercises its voting rights through an authorised natural person appointed as its representative. The Association may request written documentation proving the representative’s authority.

An individual member may be represented by another voting member through a written and signed proxy.

No person may represent more than one other member by proxy.

The proxy shall relate to the specific General Meeting stated in the document and shall be submitted before the voting list is finally approved.

Supporting members and honorary members who are not also voting members may attend and speak at the General Meeting but have no voting rights.

§21. Resolutions of the General Meeting
Unless otherwise provided in these bylaws, resolutions of the General Meeting are adopted by a simple majority of the valid votes cast. Abstentions and invalid votes shall not be counted as votes cast.

Voting shall as a general rule be open. A secret ballot shall be held when:

1. the matter concerns an election of a person and a voting member requests a secret ballot;
2. the matter concerns the suspension or expulsion of a member;
3. the General Meeting decides that the sensitive nature of the matter justifies a secret ballot; or
4. these bylaws expressly require a secret ballot.

In the event of a tie in an election of a person, the decision shall be made by drawing lots unless the meeting unanimously decides to conduct a new vote.

In the event of a tie on another matter, the proposal has not been adopted.

Minutes shall be taken at every General Meeting. The minutes shall include:

1. the date, time, place and meeting format;
2. the approved voting list;
3. the resolutions adopted;
4. the outcome of votes conducted where the result needs to be documented;
5. reservations expressly requested to be entered in the minutes; and
6. other information required to establish the validity and meaning of the resolutions.

The minutes shall be signed by the chair of the meeting and verified by the person or persons appointed by the meeting.

§22. Composition of the Board
The Board shall consist of:

1. the Chair of the Association; and
2. not fewer than four and not more than ten other Board members.

The Ordinary Annual General Meeting may also elect no more than three deputy Board members. The Annual General Meeting shall determine the number of Board members and deputy Board members before the elections are held.

Collectively, the Board should possess knowledge and experience in fields relevant to the Association’s activities, including:

1. governance and institutional development;
2. social equity and human rights;
3. finance and internal control;
4. law and regulatory matters;
5. research and education;
6. international cooperation;
7. programme and project implementation;
8. civil society and local participation; and
9. responsible business cooperation.

As far as reasonably possible, the composition of the Board should reflect geographical, institutional and professional diversity. Each Board member shall act in the interests of the Association and its non-profit purpose and not as a bound representative of the member, funder, employer, organisation or interest group that nominated the Board member.

The following persons may not simultaneously serve as an auditor of the Association:

1. a Board member;
2. a deputy Board member;
3. the Secretary-General;
4. an employee responsible for the Association’s accounting; or
5. a person who otherwise lacks the independence required to audit the Association. 

§23. Election and Term of Office
The Chair of the Association and the other Board members are elected by the Ordinary Annual General Meeting for a term of four years, ending at the close of the Ordinary Annual General Meeting held during the fourth calendar year after the election.

The Chair is elected to a separate Board position. If a serving Board member is elected Chair, that person’s previous term as another Board member ends when the election as Chair takes effect.

No person may serve as Chair for more than four consecutive years or as another Board member for more than four consecutive years. After a break of at least two years, the person may be re-elected to the same office. Time served as Chair and time served as another Board member are assessed separately.

Deputy Board members are elected for a term of no more than four years, as decided by the Annual General Meeting.

The office of a Board member or deputy Board member ends before expiry of the term if the person resigns in writing, no longer meets the eligibility requirements under these bylaws, is removed by the General Meeting, dies or is otherwise permanently unable to perform the duties of office.

The General Meeting may remove a Board member before expiry of the term. The Board member concerned shall be notified of the proposal and given a reasonable opportunity to respond before a decision is made.

If an ordinary seat on the Board becomes vacant, a deputy may take office for the remainder of the term in accordance with the order determined by the Annual General Meeting or, if no such order has been determined, by decision of the Board.

If the number of serving Board members falls below the minimum required under these bylaws, the Board shall convene an Extraordinary General Meeting to hold a by-election.

§24. Responsibilities and Powers of the Board
The Board is responsible for the Association’s organisation, administration and executive governance between General Meetings.
The Board shall:

1. implement resolutions of the General Meeting;
2. protect the Association’s purpose, independence and institutional integrity;
3. lead the Association’s strategic development;
4. adopt policies, internal regulations and other governing documents;
5. prepare the annual activity report, financial statements, activity plan and budget;
6. ensure proper accounting, financial management and internal control;
7. manage the Association’s assets and financial risks;
8. decide on membership applications, suspensions and expulsions unless the authority has been delegated in accordance with these bylaws;
9. establish and supervise the AfSE Secretariat;
10. appoint, monitor and, where necessary, remove the Secretary-General or an equivalent executive officer;
11. adopt written rules of delegation;
12. ensure appropriate management of disqualifying conflicts, conflicts of interest and related-party transactions;
13. approve material agreements, partnerships and institutional commitments;
14. ensure compliance with applicable law, these bylaws and resolutions of the General Meeting;
15. ensure that adequate registers, minutes, records and document-control systems are maintained;
16. prepare matters to be considered by the General Meeting;
17. ensure that members receive the information to which they are entitled under these bylaws;
18. monitor the use of the Association’s name, intellectual property rights and institutional materials;
19. ensure that the Association does not make misleading statements concerning its legal status, mandates or external relationships; and
20. make other decisions that are not reserved under these bylaws for the General Meeting or another body.

The Board may establish committees, councils and working groups. Establishing such a body does not release the Board from its ultimate responsibility. The Board may delegate clearly defined duties and powers to the Chair, a Board committee, the Secretary-General, another officer or an employee.

Delegation shall be documented in writing and may be revoked by the Board at any time.

The Board may not delegate:

1. preparation of the annual activity report and financial statements;
2. preparation of matters concerning discharge from liability;
3. decisions that these bylaws expressly require the Board to make;
4. adoption of the rules of delegation;
5. overall responsibility for internal control; or
6. matters which, because of their nature, financial significance or institutional importance, are to be considered by the Board as a whole.

§25. Board Meetings and Decision-making
The Board shall meet as often as the Association’s activities require and at least four times during each financial year.

The Chair is responsible for convening Board meetings.A Board meeting shall also be convened when requested by:

1. at least two Board members;
2. the Secretary-General, if an urgent matter requires a decision by the Board; or
3. the auditor, if the matter falls within the auditor’s review mandate.

Notice and the necessary decision-making documents should normally be sent to Board members no later than seven days before the meeting.

An urgent meeting may be convened at shorter notice if the reasons for the urgency are documented in the minutes.

A Board meeting may be conducted physically, digitally or in hybrid form.

The Board has a quorum when more than half of all serving Board members participate in consideration of the matter.

A person who, due to a disqualifying conflict, may not participate in consideration of a particular matter shall not be counted when determining whether the Board has a quorum for that matter. However, the Board never has a quorum on a matter if fewer than three non-conflicted Board members participate. If at least three non-conflicted Board members cannot participate, the matter shall be referred to the General Meeting unless, without material harm, it can be postponed until the Board again has a quorum.

Each Board member has one vote.
Decisions are made by a simple majority of the votes cast.
In the event of a tie, the chair of the meeting has the casting vote, except in elections of persons, where the decision shall be made by drawing lots.
A decision may be made without a meeting through a written decision-making procedure, provided that:

1. all Board members have received access to the same decision-making documents;
2. each Board member has been given a reasonable opportunity to participate in the decision; and
3. the decision is documented in written minutes.

A Board member has the right to have a dissenting opinion or reservation recorded in the minutes.

Minutes shall be taken at every Board meeting. The minutes shall include:

1. the date and meeting format;
2. participating Board members and other attendees;
3. declared disqualifying conflicts and conflicts of interest;
4. the matters considered;
5. the decisions made;
6. the outcome of votes conducted;
7. recorded reservations or dissenting opinions; and
8. the person responsible for implementing each decision, where applicable.

§26. Secretary-General and AfSE Secretariat
The Board may establish a central AfSE Secretariat and appoint a Secretary-General or Head of Secretariat. Within the Board’s instructions, the Secretary-General is responsible for current operations, preparation, implementation, personnel, budget monitoring, partnerships, administrative management of Agenda 2074 and the 17 Social Global Goals, public reporting and document management. Written rules of delegation shall distinguish the powers of the General Meeting, the Board and the Secretariat.

§27. Scientific and Ethical Council
The Board may establish an independent Scientific and Ethical Council to review methodology, indicators, evidence standards, research ethics, politicisation, conflicts of interest and corrections. The Council is advisory and shall be governed by separate regulations.

§28. Nomination Committee
The Nomination Committee shall consist of at least three persons. A Board member, the Secretary-General, an employee or an auditor may not be a member. The Nomination Committee shall take into account competence, independence, continuity, geographical and institutional breadth, and inclusive representation.

§29. Audit
The Annual General Meeting elects at least one auditor. The auditor reviews the accounts, administration, compliance with the bylaws, related-party transactions and internal control. An authorised or approved public accountant shall be elected when required by law, by applicable conditions or by the scale of the activities.

§30. Financial Year and Accounting Year
The financial year and accounting year are the calendar year.

§31. Financial Management
The Board shall ensure responsible management and adopt rules for authorisation and delegation, a financial manual, procurement rules, travel and reimbursement rules, an investment policy, rules for gifts and conditional funding, and rules for related-party transactions. As a general rule, larger payments shall be approved by at least two authorised persons.

§32. Charity as a Business
The Association may develop and apply Charity as a Business provided that the model strengthens the non-profit purpose. Revenue-generating activity shall have a documented connection with the purpose, be capable of follow-up, reinvest surpluses, avoid improper benefits, document related-party transactions and not give funders control over democratic bodies.

§33. Financing and Financial Independence
The Association may be financed through membership fees, grants, appropriations, gifts, research funding, revenue, sponsorship, licences, programme income and other lawful means. Financing may be declined if it threatens independence, conflicts with the Association’s values, entails disproportionate consideration, creates a risk of corruption or money laundering, prevents independent publication or damages credibility.

§34. Remuneration and Reimbursement of Expenses
The Ordinary Annual General Meeting decides on remuneration for the Chair of the Association, other Board members, deputy Board members, auditors, members of the Nomination Committee and other elected representatives.

A decision on remuneration shall state:

1. the office to which the remuneration relates;
2. the amount of remuneration or the basis for calculating it;
3. the period to which the decision applies;
4. whether the remuneration includes social security contributions, pension or other costs; and
5. any other conditions applicable to payment.

An elected representative may not participate in the preparation of or decision on remuneration or another financial benefit that directly concerns that representative. Within the budget adopted by the Annual General Meeting, the Board may establish rules for reimbursing reasonable and verified expenses incurred in carrying out an assignment for the Association.

As a general rule, reimbursement of expenses shall require:

1. that the expense is directly connected with the Association’s activities;
2. that the expense was approved in advance or otherwise deemed necessary;
3. that the expense is supported by a receipt, invoice or equivalent document; and
4. that the reimbursement complies with the Association’s travel, representation and reimbursement rules.

Reimbursement of documented expenses shall not be regarded as remuneration.

General or recurring payments that do not correspond to verified expenses shall be decided and reported as remuneration or other taxable compensation.

The Board may not use expense reimbursements as a means of circumventing the Annual General Meeting’s decision on remuneration.

§35. Disqualification and Conflicts of Interest
A Board member, deputy Board member, auditor, member of the Nomination Committee, member of a council or committee, the Secretary-General, an employee or another person participating in the Association’s preparation or decision-making shall without delay disclose every actual, potential or perceived conflict of interest.

A disqualifying conflict exists, among other circumstances, where a matter concerns:

1. an agreement between the Association and the person personally;
2. an agreement between the Association and a related person;
3. an agreement between the Association and a legal person in which the person or a related person has a material financial, organisational or personal interest;
4. employment, remuneration, an assignment, procurement or another financial benefit for the person or a related person;
5. review of a measure for which the person was personally responsible;
6. a dispute between the Association and the person;
7. membership, suspension, expulsion or disciplinary action directly concerning the person; or
8. other circumstances that may reasonably call the person’s impartiality into question.

A person who has a disqualifying conflict may not:

1. participate in preparing the matter;
2. access confidential decision-making material beyond what is required to establish the conflict;
3. participate in deliberations;
4. participate in the decision; or
5. attempt to influence other decision-makers on the matter.

The conflicted person shall leave the meeting while the matter is being considered unless the person’s presence is required to provide factual information. The person shall leave before deliberations and decision-making begin.

The declared conflict, the absence of the person concerned and the body’s decision on how the conflict was handled shall be recorded in the minutes.

Related-party transactions shall be:

1. consistent with the Association’s purpose;
2. commercially or otherwise objectively justified;
3. carried out on reasonable and documented terms;
4. decided by persons who are not conflicted; and
5. capable of subsequent review.

The Board shall adopt a written policy on disqualification, conflicts of interest, outside activities and related-party transactions.

§36. Authorised Signatories and Authority to Represent the Association
The Association is represented and its name signed by the Board jointly. By a decision recorded in the minutes, the Board may authorise:

1. two Board members jointly;
2. the Chair of the Association and the Secretary-General jointly;
3. two specifically designated persons jointly; or
4. another appropriate combination of authorised persons,

to sign on behalf of the Association.

As a general rule, signing on behalf of the Association shall be undertaken jointly by at least two persons in the Association. The Board may decide that the Secretary-General or another officer may individually represent the Association in matters of current administration within expressly stated monetary, substantive and time limits.

A decision on signing authority or other external authority shall state:

1. who is authorised;
2. whether the authority must be exercised jointly or may be exercised individually;
3. the types of legal acts covered by the authority;
4. any monetary limits;
5. the period of validity of the authority; and
6. how the authority is revoked.

The Board may revoke an authorisation at any time.

The following actions may not be taken under a general delegation for current administration and require a specific Board decision:

1. taking out loans;
2. providing security, a guarantee or a suretyship;
3. acquiring or disposing of real property;
4. transferring intellectual property rights of material importance;
5. entering into long-term or financially material agreements;
6. forming, acquiring or winding up a legal person;
7. material related-party transactions; or
8. other measures that, having regard to the Association’s activities, are of a fundamental or unusual nature. 

§37. Intellectual Property Rights and Institutional Material
The Association shall ensure that ownership, rights of use and administration rights relating to intellectual assets are governed in writing. The rights to Agenda for Social Equity 2074 and the 17 Social Global Goals belong to WOSL AB. The Association’s use, administration and management of these assets shall be based on a written licence agreement with WOSL AB that is in force at the relevant time. The licence does not transfer ownership to the Association. The Association may not assign, sublicense, amend the official version or grant the rights onward except to the extent expressly permitted by the licence agreement.

Intellectual assets include, among other things:

1. Agenda for Social Equity 2074;
2. the 17 Social Global Goals;
3. names, logos, trademarks and other distinguishing marks;
4. bylaws, charters, frameworks, methodological materials and governing documents;
5. reports, publications, research materials and educational materials;
6. databases, indicators, models and validation systems;
7. digital platforms, software, domain names and websites;
8. graphic materials, illustrations and information materials; and
9. other works, inventions or distinguishing marks protected by intellectual property law.

The Association may use material held by a founder, member, affiliated organisation, contractor or other external party only if the use is based on:

1. a written assignment;
2. a written licence agreement;
3. another documented agreement granting a right of use; or
4. an applicable statutory right.

Agreements with employees, consultants, researchers and other contractors shall clearly govern the rights to material produced within the assignment.

The Board shall ensure a clear distinction between:

1. material that is to be kept open and accessible for voluntary use;
2. material that may be used subject to specific licence terms;
3. protected names, distinguishing marks and official versions;
4. commercial tools and implementation services; and
5. confidential material or material subject to secrecy requirements.

Making a framework or document openly available does not automatically mean that an external actor may:

1. amend the official version;
2. use the Association’s name or distinguishing marks;
3. act as the Association’s representative;
4. issue approvals or certifications in the Association’s name; or
5. market an adapted version as the Association’s official version.

The Board shall adopt a specific policy on intellectual property rights, open licences, trademark use, version control and the administration of official documents.

§38. Personal Data, Confidentiality and Document Management
The Association shall process personal data in accordance with applicable data protection legislation and the Association’s adopted data protection rules. Personal data may be processed only for specified, explicit and legitimate purposes.

The Association shall in particular ensure that:

1. only necessary personal data are collected;
2. the personal data are accurate and up to date;
3. the personal data are not retained longer than necessary;
4. access is restricted to authorised persons;
5. appropriate technical and organisational security measures are used;
6. data subjects’ rights can be fulfilled;
7. personal data breaches are documented and managed; and
8. processing by external providers is governed by written agreements where required.

The Association shall create and retain the records required to evidence its decisions, rights, obligations, finances, membership and institutional continuity.

The Association’s document management shall include at least:

1. current and previous versions of the bylaws;
2. minutes of General Meetings and Board meetings;
3. the membership register;
4. financial statements and audit documents;
5. decisions on authorised signatories and delegation;
6. agreements and other legally binding documents;
7. registers of conflicts of interest and related-party transactions;
8. governing documents and policies;
9. documentation of intellectual property rights and licences; and
10. official versions of Agenda for Social Equity 2074 and related institutional material.

Documents shall be classified according to whether they are:

1. public;
2. available to members;
3. internal working material;
4. confidential; or
5. subject to special protection.

Confidentiality shall not be used to conceal irregularities, conflicts of interest, improper transactions or other information that, under law, these bylaws or good practice for associations, should be open to review.

The Board shall adopt rules on data protection, information security, confidentiality, archiving, disposal and document control.

§39. Equal Treatment, Non-discrimination and Protection against Abusive Conduct
The Association shall promote equal treatment, human dignity and safe participation in its activities. Discrimination, harassment, sexual harassment, retaliation, threats, bullying and other abusive conduct are prohibited within the Association’s activities.

The prohibition applies, among other things, in relation to:

1. membership;
2. elected positions;
3. employment and assignments;
4. training programmes, conferences and other activities;
5. access to information, resources and participation;
6. elections and nominations;
7. disciplinary procedures; and
8. digital platforms and communication channels for which the Association is responsible.

Decisions on membership, assignments, access to activities or other benefits shall be based on objective criteria relevant to the activities. A person who in good faith reports discrimination, harassment, misconduct or violations shall not be subjected to retaliation.

The Association shall provide an accessible and documented procedure for:

1. reporting violations;
2. protecting the person who makes a report;
3. impartial assessment and investigation;
4. giving affected persons an opportunity to respond;
5. deciding on appropriate measures;
6. documentation and follow-up; and
7. managing conflicts of interest in the investigation and decision-making process.

Measures shall be proportionate to the nature, scope and consequences of the violation.

The Board shall adopt a code of conduct and a specific policy against discrimination, harassment and retaliation.

§40. National and Regional Chapters and Affiliated Structures
The General Meeting may decide that the Association may establish national, regional, local or thematic chapters. Within the framework determined by the General Meeting, the Board may decide on:

1. recognition of a chapter;
2. the chapter’s geographical or thematic area of activity;
3. the chapter’s name and right to use the Association’s distinguishing marks;
4. requirements for local governance and member democracy;
5. reporting and accounting obligations;
6. financial powers and limitations;
7. data protection and information management;
8. quality and integrity requirements; and
9. the forms of follow-up, temporary intervention and revocation of chapter status.

A chapter operated within the Association is not a separate legal person and may not, without specific written authority:

1. enter into agreements in its own name;
2. incur financial obligations for the Association;
3. open a bank account;
4. employ personnel;
5. take out loans or provide security;
6. represent the Association externally;
7. use the Association’s name or distinguishing marks outside the granted mandate; or
8. make binding commitments on behalf of the Association.

If a national, regional or other affiliated structure is to be formed as a separate legal person, its relationship with the Association shall be governed by a written affiliation, licence or cooperation agreement.

The agreement shall govern at least:

1. the legal identity of the affiliated structure;
2. its area of activity and mandate;
3. governance and allocation of responsibilities;
4. the right to use names, trademarks and materials;
5. financial responsibility and financing;
6. reporting, audit and internal control;
7. membership and representation;
8. personal data and information security;
9. intellectual property rights;
10. management of conflicts of interest;
11. corrective measures and the possibility of review;
12. the duration and termination of the agreement;
13. the consequences of termination of the affiliation; and
14. applicable law and the procedure for dispute resolution.

A separate legal person is responsible for its own agreements, debts, taxes, employees and legal obligations.

The Association is not liable for the obligations of an affiliated legal person, and the affiliated legal person is not liable for the Association’s obligations, unless such liability expressly follows from law or from a duly approved written undertaking.

The Board may temporarily revoke a chapter’s or affiliated structure’s right to use the Association’s name and distinguishing marks if the structure:

1. materially breaches these bylaws or an applicable agreement;
2. acts contrary to the Association’s purpose;
3. provides materially misleading information;
4. exposes the Association to significant legal, financial or reputational risk; or
5. fails to take requested corrective measures.

A decision on permanent revocation of status or affiliation shall be made in accordance with the decision-making procedure stated in the applicable agreement or, if no such provision exists, by the General Meeting.

§41. Amendment of the Bylaws
Amendment of these bylaws requires identical resolutions at two consecutive General Meetings with at least 30 days between the meetings. At least one of the meetings shall be an Ordinary Annual General Meeting. At each meeting, at least two thirds of the valid votes cast are required. The proposed amendment shall be stated in the notice and made available to members together with the principal reasons for the amendment. The proposal considered at the second meeting shall be identical to the proposal adopted at the first meeting. If the second meeting makes a substantive change to the proposal, the amended proposal shall be treated as a new proposal and the decision-making procedure shall begin again. This decision-making procedure also applies to amendments concerning the Association’s purpose, autonomy and independence under §§ 6-7, the rules on remaining assets under § 44, and this section.

§42. Interpretation of the Bylaws
Between meetings, the Board may decide on a provisional interpretation. The interpretation shall be documented, restrictive and submitted to the next meeting where the matter is material. Interpretation of the bylaws may not alter the purpose, members’ rights or the allocation of powers.

§43. Dissolution
Dissolution requires identical resolutions at two meetings, at least one of which shall be an Ordinary Annual General Meeting, with at least 30 days between the meetings and a three-quarters majority.

§44. Remaining Assets
After payment of debts, the assets shall be transferred to a non-profit organisation, foundation or public institution with a corresponding purpose. The assets may not be distributed to members, the Board, founders, funders or related parties.

§45. Entry into Force
The bylaws are adopted at the constituent General Meeting and enter into force when the meeting has resolved to form the Association, adopt the bylaws and elect the Board.