1256-(36)

II SÉRIE-A — NÚMERO 65

Article IV

Membership

1 — Members of the Institute are:

a) Governments of States Parties to this Agreement;

b) Intergovernmental organizations parties to this Agreement.

2 — Associate members of the Institute are international non-governmental organizations. Such organizations must have as members properly constituted organizations or a combination of organizations and individuals, with defined rules governing the admissions of members. The organization must include members from at least seven States. The organization should have a functional and professional role relevant to the Institute's sphere of activity.

3 — An international non-governmental organization may at any time notify the Se'cretary General of its request to become an associate member of the Institute.

4 — At no time shall the number of associate members exceed that of members of the Institute.

Article V Finance

1 —- The Institute shall obtain its financial resources through such means as voluntary contributions and donations by governments and others; publications and other service revenue, interest income from, trusts, endowments and bank accounts.

2 — The Parties to this Agreement shall not be required to provide financial support to the Institute beyond voluntary contributions. Nor shall they be responsible, individually or collectively, for any debts, liabilities or obligations of the Institute.

3 — The Institute shall establish arrangements satisfactory to the Government of the country in which the headquarters are located with a view to ensuring the Institute's ability to meet its obligations.

Article VI Organs

The Institute shall consist of a Council, a Nominating Committee, a Board of Directors («Board»), a Secretary General and a Secretariat.

Article VII The Council

1 — The Council shall be composed of one representative of each member and associate member of the Institute.

2 — The Council shall meet once a year in ordinary sessions. An extraordinary session of the Council shall be convened:

a) Upon the invitation of the Board of Directors;

b) Upon the initiative of one third of the Council's members.

3 — Observers may be invited to Council meetings, but have no right to vote.

• 4 — The Council shall adopt its own rules of procedure, and elect a chairman for each meeting.

5 — The Council shall:

a) Give the overall direction of the Institute's work;

bS Review the activités of the Institute;

•c) Approve by a two-thirds majority new members

and associate members of the Institute, upon

recommendation by the Board;

d) Consider and decide by a two-thirds majority on suspension of members and associate members, upon recommendation by the Board;

e) Appoint the members and the Chairman of the Board;

A Appoint the Nominating Committee;

g\ Appoint the auditors;

h) Approve the audited financial statements.

6 — Decisions of the Council shall be taken by consensus. If all efforts have been made and no consensus is reached the Chairman may decide to proceed to a formal vote. A formal vote shall also be held if so requested by a voting member. Except when this Agreement provides otherwise, a formal vote of the Council shall be made by a simple majority of the votes cast. Each member of the Council shall be entitled to one vote, and in the case of an equality of votes, the Chairman of the meeting may cast deciding vote.

Article VIII The Nominating Committee

1 — The Council shall elect one representative of the members and one representative of the associate members and one member of the Board of Directors to serve as members of the Nominating Committee.

2 — The Nominating Committee shall:

a) Nominate distinguished personalities to serve as members or as Chairman of the Board for appointment by the Council;

b) Nominate external auditors for appointment by the Council.

Article IX The Board

1 — The Institute shall operate under the direction of a Board of Directors consisting of between 9 and 15 members. One member of the Board shall be appointed by the country in which the Institute has its headquarters (permanent representative). The Chairman of the Board shall be elected by the Council. Board members shall be selected on the basis of accomplishment in the fields of law, electoral techniques, politics, relevant research, political science, economics and other areas of importance for the work of the Institute. They shall serve in their personal capacities and not as representatives of governments or organizations.

2 — The term of appointment of a member and of the Chairman of the Board shall be three years, subject to renewal. The terms of the first members of the Board shall be staggered in order to establish gradual transition of membership.

3 — The Board shall meet as often as it finds necessary to carry out its functions. At its first meeting every year the Board will appoint a Vice-Chairman.

4 — The Board shall also:

a) Issue by-laws for the governance of the Institute in accordance with this Agreement;