Board of Trustees

Board of Trustees

Charter of the Board of Trustees

 

Vision Cinema International Biennale (VCIB(

Chapter I: Establishment and Mandate

 

Article (1): Nature of the Board

The Board of Trustees is the supreme body and custodian of the philosophy, mission, and core objectives of the Vision Cinema International Biennale (VCIB). It functions as an independent supervisory authority and shall not, under any circumstances, interfere in artistic evaluations, the selections of screening committees, or jury outcomes, except within the bounds of the oversight and administrative mandates defined in this Charter.

 

Article (2): Objectives of the Board

The Board of Trustees aims to achieve the following:

-              Safeguard the unique intellectual and philosophical identity of the Biennale.

-              Guarantee the Biennale’s complete independence from political, economic, media, or commercial pressures.

-              Approve general policies, strategic plans, and operational budgets to ensure long-term sustainability.

-              Preserve organizational continuity and develop its institutional mechanisms internationally.

-          Consolidate and deepen local and international trust in the Biennale’s critical platform.

 

Chapter II: Board Composition and Membership Criteria

 

Article (3): Number of Members

The Board of Trustees shall consist of no fewer than seven (7) and no more than fifteen (15) members, including the Chairperson.

 

 

Article (4): Membership Criteria

-          Candidates selected for membership on the Board of Trustees must fulfill the following criteria:

-              Possess a proven professional, ethical, and cultural reputation, both nationally and internationally.

-              Demonstrate specialized expertise and significant contributions in one of the following domains: Cinema, Film Criticism, Cultural Affairs, Law and Legislation, Institutional Management, Media, or Academia.

-          Sign and strictly adhere to the Biennale’s Code of Honor and Integrity.

 

Article (5): Geographical and Professional Diversity

The composition of the Board shall reflect professional and cultural diversity, with active efforts to ensure the representation of prominent figures from various nations and cultures, thereby reinforcing the international dimension of the Biennale and honoring its Mediterranean and global ethos.

 

Chapter III: Leadership and Foundational Status

 

Article (6): The Founder and Honorary Chairmanship

The Biennale recognizes its Founder as the intellectual initiator and architect of the project’s foundational framework. The Founder holds the title of "Founder and Honorary Chairman of the Board of Trustees." The Founder retains the right to offer advisory counsel on strategic matters concerning the protection of the Biennale’s intellectual identity and holds the right to attend Board meetings in a non-voting advisory capacity, unless serving as an elected voting member of the Board.

 

Article (7): Chairperson and Vice-Chairperson

The Board of Trustees shall elect a Chairperson and a Vice-Chairperson from among its members for a term of four (4) years. The Chairperson and Vice-Chairperson may not serve for more than two consecutive terms. The Chairperson manages regular meetings and oversees the implementation of decisions in coordination with the Executive Management.

 

Chapter IV: Mandates and Scope of Authority

 

Article (8): Core Mandates of the Board

-          The Board shall exercise the following responsibilities and powers:

-              Adopt the strategic vision and long-term roadmap of the Biennale.

-              Ratify and amend basic, financial, and organizational regulations.

-              Approve the overarching organizational structure of the Biennale.

-              Approve the appointment of the Biennale’s Artistic Director based on critical merit and institutional experience.

-              Ratify the annual financial statements and the final audit report.

-              Evaluate and approve periodic performance reports submitted by the Executive Management.

-              Establish standing or ad-hoc committees (e.g., Audit and Governance Committee(

-              Approve major strategic partnerships and international protocols.

-              Ratify risk management policies and institutional sustainability frameworks.

 

Article (9): Scope of Authority and Non-Interference Clause

-          To guarantee absolute institutional integrity, the Board of Trustees—collectively or individually—is strictly prohibited from:

-              Directly or indirectly interfering with or altering jury verdicts or competition results.

-              Influencing in any manner the decisions and selections of artistic and screening committees.

-              Directing or withholding awards in favor of any entity, nation, or individual based on considerations outside pure artistic merit.

 

Chapter V: Meetings and Voting Procedures

 

Article (10): Regular and Extraordinary Meetings

The Board shall convene upon invitation by its Chairperson (or Vice-Chairperson in their absence) at least twice a year. Extraordinary meetings may be convened whenever necessary upon the request of the Chairperson or one-third (1/3) of the Board members. Digital/video conference meetings are permitted provided they are officially minuted and archived.

 

Article (11): Quorum

Board meetings are valid only in the presence of an absolute majority of its members (50% + 1), provided that either the Chairperson or Vice-Chairperson is present. Meeting invitations, agendas, and related documentation must be circulated at least fifteen (15) days prior to the scheduled meeting date; this notice period may be reduced in emergency situations. Members may submit written observations prior to the meeting, which shall be appended to the official minutes.

 

Article (12): Decision-Making Mechanisms

-             Decisions of the Board shall be adopted by a simple majority of members present. In the event of a tie, the casting vote belongs to the session Chair.

-              Substantive matters (such as structural amendments, executive dismissal, or major budget approvals) require a two-thirds (2/3) supermajority vote of members present, provided quorum is met.

 

Chapter VI: Conflict of Interest Governance

 

Article (13): Prior Disclosure

All members of the Board of Trustees are obligated to submit an annual disclosure statement and immediately disclose, prior to any meeting, any direct or indirect financial, professional, production, or personal interest regarding items listed on the meeting agenda.

 

Article (14): Recusal and Abstention

A member automatically loses the right to deliberate or vote on any matter, film, or agreement where a personal interest or conflict of interest exists. The member must physically or virtually recuse themselves from the meeting room while the conflicted item is under discussion, and such recusal shall be formally recorded in the minutes.

 

Chapter VII: Termination and Revocation of Membership

 

Article (15): Cases of Membership Termination

-          Membership on the Board of Trustees terminates in the following instances:

-              Written resignation submitted to the Chairperson.

-              Death or permanent incapacitation preventing the fulfillment of duties.

-              Material breach of the Biennale’s Code of Honor and Integrity.

-              Unexcused absence from three (3) consecutive regular meetings without an acceptable official justification.

 

Article (16): Revocation and Replacement Procedures

-              In cases of material breach or unexcused absence, membership revocation shall be decided by a reasoned resolution of the Board of Trustees, requiring a two-thirds (2/3) supermajority vote.

-              If a seat becomes vacant prior to the expiration of a term, the Board may appoint a replacement member to complete the unexpired term, subject to a two-thirds (2/3) majority vote of members present (provided quorum is met), and provided the appointee satisfies the membership criteria set forth in this Charter.

 

Chapter VIII: Advisory Bodies and Auxiliary Committees

 

Article (17): International Advisory Council

The Board of Trustees may establish an "International Advisory Council" comprising eminent cinematic figures, critics, scholars, and cultural intellectuals from around the globe. The Council shall provide non-binding advisory counsel to enhance the Biennale’s global presence, submitting its recommendations to the Board of Trustees for review and potential adoption.

 

Chapter IX: Final Provisions and Protection of Intellectual Identity

 

Article (18): Interpretive Authority

The "Founding Document & Philosophical Framework" of the Vision Cinema International Biennale serves as the supreme institutional reference against which all regulations, bylaws, and decisions issued by the Board or Executive Management are interpreted and measured.

 

Article (19): Primacy of Foundational Philosophy and Nullification

In the event of any conflict between future executive regulations, administrative decisions, or organizational procedures and the Founding Manifesto or core philosophy of the Biennale, absolute primacy shall belong to the founding texts. Any text or procedure violating these foundational principles shall be deemed null and void by force of this Charter until reviewed and rectified.

 

Article (20): Protection of the Biennale Model, Anti-Imitation, and Governance

-              The critical and artistic re-evaluation of cinematic works—and the rediscovery of creative elements deserving of new readings—constitutes the core purpose and permanent cornerstone of the Vision Cinema International Biennale. Consequently, no future administration, committee, or Board of Trustees shall attempt to convert the Biennale into a conventional film event restricted to new productions or world premieres. The Biennale remains permanently bound to its founding mission through time. Preserving this mission is an enduring institutional obligation borne by all governing bodies of the Biennale.

-             The Board of Trustees shall conduct a formal performance evaluation of both the Board and Executive Management at least once every two years to ensure governance standards and enhance institutional efficiency.

 

Article (21): Super-Protected Foundational Period (Inaugural Stage(

During the first two full editions of the Vision Cinema International Biennale, and in order to ensure foundational stability, no amendments (whether by deletion, addition, or restriction) may be made to the Founding Manifesto, General Philosophy, 15 Principles of Integrity, or the Multi-Track Evaluation System without the unanimous approval of all members of the Board of Trustees, alongside the explicit written consent of the Founder. The restrictive provisions of this article shall automatically expire upon the conclusion of the second edition, while the identity protection clauses (Articles 18, 19, and 20) shall remain permanently protected and enforceable in perpetuity.