1098-(12)

II SÉRIE-A — NÚMERO 48

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;

b) Develope the policy of the institute based on the overall direction given by the Council;

c) Appoint the Secretary General of the Institute;

d) Approve the Institute's annual work programs and budget;

e) Recommend new members of the Institute for approval by the Council;

f) Recommend the suspension of members and associate members deemed to be failing to adhere to article n, paragraph 3, above;

■g) Comment on the audited financial statements; h) Perform all other functions necessary to carry out the powers delegated to the Board.

Article X

The Secretary General and the Secretariat

1 — The Institute shall be headed by a Secretary General who shall be appointed by the Board for a term of five years,.subject to renewal.

2 — The Secretary General shall appoint such professional and general services staff as may be required to carry out the objectives of the Institute in accordance with personnel policies approved by the Board.

3 — The Secretary General shall be responsible to the Board.

Article XI

Rights, privileges and immunities

The Institute and its staff shall, in the country of its headquarters, enjoy such rights, privileges and immunities as shall be stipulated in a headquarters Agreement. Other countries may grant comparable rights, privileges and immunities in support of the Institute's activities in such countries.

Article XII

External auditor

A full financial audit of the operations of the Institute shall be conducted on an annual basis by an independent international accounting firm selected by the Council after recommendation by the Nominating Committee. The result of such audits shall be made available to the Board and the Council.

Article XIII Depositary

1 — The Secretary General of the Institute shall be the depositary of this Agreement.

2 — The depositary shall communicate all notifications relating to the Agreement to all members and associate members.

Article XIV

Dissolution

1 — The Institute may be dissolved, if a four-fifths majority of all members and associate members determines that the Institute is no longer required or that it will no longer be able to function effectively.

2 — In case of dissolution, any assets of the Institute which remain after payment of its legal obligations shall be distributed to institutions having objectives similar to those of the Institute as decided by the Council in consultation with the Board.

Article XV Amendments

1—This Agreement may be amended bay a two-thirds majority vote of all the Parties to it. A proposal for such an amendment shall be circulated at least eight weeks in advance.

2 —- The amendment will enter into force thirty days after the date on which two-thirds of the Parties have notified the depositary that they have fulfilled the formalities required by national legislation with respect to the amendment. It shall then be binding on all members and associate members.

Article XVI Withdrawal

1 — Any Party to this Agreement may withdraw from it. Such withdrawal shall become effective three months after the date on which this has been notified to the depositary.