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1. The Foundation shall have a Governing Board consisting of one representative of each Member State, three representatives of the Commission, as well as three non-voting experts appointed by the European Parliament. In addition, three representatives of the partner countries may attend meetings of the Governing Board as observers. Representatives may be replaced by alternates appointed at the same time.

2. The Member States and the Commission shall each appoint their own representatives and their alternates on the Governing Board. The representatives of the partner countries shall be appointed by the Commission from a list of candidates proposed by those countries on the basis of their experience and expertise in the Foundation's areas of work. The Member States, the European Parliament and the Commission shall endeavour to achieve a balanced representation of men and women on the Governing Board.

3. The term of office of representatives shall be five years. It shall be renewable once.

4. The Governing Board shall be chaired by one of the representatives of the Commission. The term of office of the Chairperson shall expire when his or her membership of the Governing Board ceases.

5. The Governing Board shall adopt its rules of procedure.