GUIANA SHIELD FOUNDATION ON BIODIVERSITY

NAME, RESIDENCE, DURATION Article 1 1. The name of this Foundation will be “Guiana Shield Foundation on Biodiversity” (GSFBIO). 2. The Foundation will reside in Paramaribo and its duration is perpetual until dissolution.

PURPOSE AND RESOURCES Article 2 The Foundation is the executive body of the International Society of Biodiversity of the Guiana Shield (IBG). The IBG was created on 4 August 2010, at the final session of the 2nd International Congress on Biodiversity of the Guiana Shield, which was held in Macapa, Amapa State, Brazil. The purpose of the IBG is to foster and develop education and research in all disciplines contributing to the knowledge and stewardship of the biodiversity of the Guiana Shield and the conservation, preservation, and sustainable management of its natural, rural and urban ecosystems. The purpose of the Foundation is to execute all decisions of the IBG and to function as its administrative agency. This may include : a. Keeping records of the membership of the IBG and all related administrative functions, including proper bookkeeping. b. The organization of the General Assembly of the IBG; c. The organization of the International Congress on Biodiversity of the Guiana Shield; d. The organization of special symposia, seminars, courses and workshops; e. The development of projects, especially in the areas of research and academia; f. Fundraising for proposed seminars, courses, workshops, projects and other events; g. Dissemination of knowledge produced by the IBG h. Establishing and maintaining a website for the IBG; i. Developing and maintaining relations with organizations that may promote the goals of the IBG; Article 3 The Foundation will take all necessary actions to incorporate the IBG as an association under the laws of Suriname.

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In each of the six countries of the Guiana Shield –i.e. Colombia, Venezuela, Guyana, Suriname, French Guiana and Brazil- chapters of the IBG will be established under the respective laws of the countries. The foundation will maintain close relations with each chapter. Article 4 The financial resources of the foundation consist of: a. The initial capital of the foundation; b. Testamentary dispositions, legates and other gifts; c. Interest from investments and deposits; d. Subsidies and donations; e. All other income.

BOARD OF DIRECTORS Article 5 1. The Board of Directors consists of the Central Committee of the IBG i.e. the President and Vice-President of the IBG, plus one representative from each of the six countries of the Guiana Shield. 2. The board consists of at least 3 members and no more than 9 members. 3. The members of the board will change when the General Assembly of the IBG has elected a new Central Committee, which normally is every three years. 4. In addition to the Central Committee members the immediate past president of the IBG will also be a member of the Board of Directors. 5. A board which is not complete remains a legitimate board with full powers. Article 6 1. 2. 3. 4.

The president of the IBG will be chair of the board. The vice-president of the IBG will be vice-chair of the board. The board will elect a secretary and treasurer from the other members. The chair, vice-chair, secretary and treasurer form the Executive Committee of the Foundation. 5. The board may decide to give the other board members specific tasks and functions. 6. All outgoing correspondence is signed by the chair and/or the secretary. 7. The chair is the formal representative of the foundation.

RESIGNATION AND TERMINATION OF BOARD MEMBERSHIP Article 7 Membership of the Board ends: a. By expiration of the term for the board i.e. due to elections of a new Central Committee by the IBG; b. By death; c. By written resignation; d. By termination on the basis of Article 8 of the law on Foundations;

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e. Due to non-participation and absence of board meetings for more than a year, without informing the other members of such absence; f. Due to a definite conviction of a criminal act by a court of law which has resulted in a prison term.

DUTIES, MEETINGS AND DECISIONS Article 8 1. The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: vice-chair, secretary, treasurer. 2. The vice-chair shall chair committees on special subjects as designated by the board. 3. The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. 4. The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, is responsible for the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public. 5. The tasks and functions of other officers of the board may be described at a later stage and be part of the minutes of the board. Article 9 1. The board will meet at least once a year, which may be in person, by videoconferencing, skype or other devices. The board will meet in person during the IBG general assembly. 2. The executive committee will meet at least twice a year, which may be in person, by videoconferencing, skype or other devices. 3. An official board meeting requires that each board member has written notice at least two weeks in advance. The chair or the secretary will send the notice. 4. Special meetings may be called by the chair, the executive committee, or a simple majority of the Board of Directors . 5. Minutes of each meeting will be made and have to be adopted at the next meeting. 6. A quorum must be attended by at least half of the board members for business transactions to take place and motions to pass. 7. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. 3

FINANCES, BOOKKEEPING AND ANNUAL REPORTS Article 10 1. The board is obliged to maintain records of the capital and financial transactions of the foundation in such manner that at all times it should be clear what the expenditures and obligations are. 2. The treasurer will be responsible for the annual financial report and will present such a written report in June of each year. This annual report will report on the financial situation of the year before, showing income, expenditures and pending income. The annual report has to be discussed by the Board of Directors at its next meeting after the report has been submitted. The board has to approve or reject the report. 3. The approved annual financial report will be part of the documents to be submitted at the General Assembly of the IBG. 4. The board must approve the annual budget of the Foundation and all expenditures must be within the budget. Any major change in the budget must be approved by the board or the Executive Committee. 5. The fiscal year shall be the calendar year. Article 11 The board may appoint a Finance Committee. The treasurer is the chair of the Finance Committee, which includes at least one other board member. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. Article 12 The secretary is responsible for the annual report of the activities of the Foundation. After approval by the board this report is submitted to all members of the IBG.

DIRECTOR AND STAFF Article 13 1. The Board is authorized to appoint an executive director. 2. The executive director may be requested by the Board to add staff and other personnel if the work of the Foundation and IBG is expanding and if the required finances are available. 3. The duties, tasks and responsibilities of staff and personnel are described in a special statute, which has to be approved by the Board of Directors .

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4. The executive director is responsible for the daily operations of the Foundation, including carrying out the organization’s goals and policies. The executive director will attend all board meetings, report on progress of the organization, supervise other staff and personnel, answer questions of the board members and carry out the duties described in the job description. The Board can designate other duties as necessary. 5. The Board of Directors has to approve the work, including the financial management plan and report of the executive director, which is done at least once every year.

COMMITTEES Article 14 The Board of the Foundation can appoint special Committees and experts to assist with its responsibilities and duties. The job description of such committees and experts needs to be stated clearly before they are appointed.

SPECIAL STATUTES Article 15 The Foundation can organize its work further in special statutes and regulations, which cannot contradict the content of these bylaws.

AMENDMENTS Article 16 These bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements. Amendments cannot contradict the intentions and bylaws of the IBG.

DISSOLUTION Article 17 1. Only the Central Committee of IBG is authorized to dissolve this Foundation. If the Central Committee of IBG has ceased to exist the Board of Directors are authorized to dissolve the Foundation. 2. The Foundation remains in operation after its dissolution as long as this is needed to resolve all financial and other issues. 3. The liquidation is done by the Board of Directors . 4. During liquidation these bylaws remain in operation.

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5. Upon liquidation any asset of the Foundation will be distributed to one or more organizations in the field of biodiversity.

INCORPORATORS Article 18 For the first time the Board of Directors of the Foundation will consist of the following persons, who make up the current Central Committee of the IBG: 1.

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Chairman – Jan Marten Willem Schalkwijk, born on seventeen April of the year nineteen fifty five, residing in Paramaribo, at the Albergastraat 44, holder of a Surinamese passport No. R1220677. Vice-Chairman – Gwendolyn Anette Landburg, born on the twenty four March of the year nineteen eighty, residing in Paramaribo, at the Kinderdeelweg 16, holder of Surinamese passport No. R1255836. Member - Judith Rosales Godoy, born on the twenty fifth of July of the year nineteen fifty eight, residing in Puerto Ordaz, Venezuela at Res. Maria Luisa, Torre A, Piso1 Apto 1-1., holder of Passport of Venezuela No. 022902333. Member - Mercedes Mejia Leudo, born on the seventh of August of the year ninenteen sixty seven residing in Florencia, Caqueta Colombia. Carrera 16A #12-25 barrio Lennin, holder of a Colombian passport No. 31174801. Member – Raquel Thomas, born on the twentyfifth of September of the year ninenteen sixty nine, residing at 18 Coralita Avenue, Bel Air Park, holder of a Guyanese passport No. R0319803. Member - Ligia Terezinha Lopes Simonian, born on the fourth of April of the year nineteen fifty, residing at Av. Comte. Bráz de Aguiar, n. 85, ap. 301, Bairro Nazaré, Belém, 66.060-281, PA, Brazilie, holder of a Brazilian passport No. CY622246. Member – Claude Suzanon, born on the twenty ninth of May of the year nineteen fifty three, residing at 258 av Tropicana-4 residence Toulori, 97354 Montjoly, Frans Guyana, holder of a French passport No. 12AD28741. Member – Jamille Ravi Haarloo, born on the eighteenth of February of the year nineteen eighty five, residing in Paramaribo, at the Naarstraat 6, holder of a Surinamese passport No. R1141312.

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