EFTA02009879.pdf

Draft: 3 October 2011 AGREEMENT FOR THE ESTABLISHMENT OF THE INTERNATIONAL PEACE INSTITUTE AS AN INTERNATIONAL ORGANISATION EFTA_R1_00510964 EFTA02009879  TABLE OF CONTENTS Article I Establishment and Status 2 Article II Purpose and Activities 2 Article III Headquarters 3 Article IV Structure 3 Article V Assembly 4 Article VI Board of Advisors 4 Article VII Officers of the Board 6 Article VIII Secretary-General 6 Article IX Academic and Administrative Staff 7 Article X Financing of the Institute 8 Article XI Cooperative Relationships 8 Article XII Privileges and Immunities 9 Article XIII Liability 9 Article XIV Amendments 9 Article XV Entry into Force and Depositary 10 Article XVI Settlement of Disputes 10 Article XVII Withdrawal 11 Article XVIII Termination I1 EFTA_R1_00510965 EFTA02009880  AGREEMENT FOR THE ESTABLISHMENT OF THE INTERNATIONAL PEACE INSTITUTE AS AN INTERNATIONAL ORGANIZATION THE PARTIES SIGNATORY HERETO, RECOGNIZING the importance of multilateral efforts at the global and regional levels to prevent and settle armed conflicts around the world; NOTING that research and policy facilitation activities, publications and outreach are important components of such multilateral efforts; WISHING to strengthen international peace and security institutions and enhance multilateral security capacity; RECOGNIZING the importance of close co-operation between the International Peace institute (hereinafter referred to as "the Institute") and the non-governmental organization International Peace Institute Inc. (hereinafter referred to as "IPI Inc."), a non-profit organization under the laws of the United States, in view of its role in promoting the prevention and settlement of conflicts; RECALLING and wishing to enhance the close co-operation of IN Inc. with the United Nations and its Member States as well as with States, other International Organizations, international and national research institutions and policy programs as well as other relevant actors at the global and regional levels on issues related to peace and security; WISHING to promote their common goals by establishing the Institute on the basis of a multilateral Agreement open to other Member States of the United Nations (hereinafter referred to as "States") and International Organizations and inviting them to become Parties to this Agreement; ACKNOWLEDGING the support of [...] in preparing the establishment of the Institute and their long-term commitment to support the Institute; EFTA_R1_00510966 EFTA02009881  RESPONDING to the invitation of the Republic of Austria to establish the headquarters of the Institute in Vienna; HAVE AGREED as follows: ARTICLE I Establishment and Status 1. There is hereby established the International Peace Institute (the "Institute") as an International Organization. 2. The Institute shall possess international legal personality. 3. The Institute shall inter alit: have the capacity: (a) to contract; (b) to acquire and dispose of immovable and movable property; (c) to institute and respond to legal proceedings; (d) to take such other action as may be necessary or useful for the fulfillment of its purpose and activities. 4. The Institute shall operate in accordance with this Agreement. ARTICLE H Purpose and Activities I. The purpose of the Institute shall be to promote the prevention and settlement of conflicts between and within States, to strengthen international peace and security institutions and to enhance multilateral security capacity. To achieve this purpose, the Institute shall, inter alia: (a) undertake and facilitate policy research and dialogue, development and analysis on issues related to peace and security and global governance; 2 EFTA_R1_00510967 EFTA02009882  (b) convene conferences, seminars, workshops, discussions, training sessions, expert-briefings, presentations and other meetings; (c) provide support to and cooperate with States, other International Organizations, international and national research institutions and policy programs as well as other relevant actors at the global and regional levels; (d) generate policy recommendations and disseminate research findings within the United Nations community and other international organizations, as well as within academic, political, civil society circles and beyond to strengthen public awareness; (e) publish cutting-edge research and analysis in the field of human and international security. 2. The activities of the Institute shall observe the principles of academic independence and freedom, meet the highest academic and professional standards and shall address issues related to peace and security in a comprehensive way, taking due account of recent developments in the field. ARTICLE III Headquarters 1. The headquarters of the Institute shall be located in Vienna, Austria, under such terms and conditions as agreed between the Institute and the Republic of Austria. 2. The Institute may undertake operations and may establish facilities in other locations as required to support its activities. 3 EFTA_R1_00510968 EFTA02009883  ARTICLE IV Structure The Institute shall have (a) an Assembly; (b) a Board of Advisors (c) a Secretary-General and (d) academic and administrative staff. ARTICLE V Assembly 1. The Assembly shall consist of representatives of the Parties to this Agreement. Each Party shall appoint a representative to act as a member of the Assembly. Each member of the Assembly shall have one vote. 2. The Assembly shall (a) determine the Institute's overall policies. (b) appoint the Secretary-General and set his or her compensation; (c) adopt recommendations relating to the Institute's policies and management in accordance with the principles of academic independence and freedom; (d) review and approve the work program as recommended by the Board of Advisors and the biennial budget of the Institute; (e) review the progress of activities being carried out under the present Agreement; (f) adopt the Assembly's rules of procedure. 3. The Assembly shall meet once every year at the headquarters of the Institute, or other venue in Austria as appropriate, and take its decisions by simple majority unless otherwise provided by this Agreement. Extraordinary meetings shall take place at the request of the Secretary-General, Board of Advisors or of the Assembly. 4 EFTA_R1_00510969 EFTA02009884  ARTICLE VI Board of Advisors 1. The Board of Advisors (hereinafter referred to as "the Board") shall consist of thirteen members. (a) Twelve members shall be elected by the Assembly by simple majority taking due account of their qualifications and experience in the fields of international affairs, academia and business and taking into consideration candidates with experience in IN Inc. The members of the Board shall serve in their individual capacity and not as representatives of governments or organizations for a term of three years and shall be eligible for re-election. (b) The Secretary-General of the Institute shall serve as an ex officio member of the Board. The Secretary-General shall have the right to vote on the Board except in matters pertaining to his appointment. (c) The Secretary-General of the United Nations shall be invited to hold the position of Honorary Chair of the Board. 2. The Board shall: (a) Decide on the research strategy, policies and guidelines for the activities of the Institute; (b) Elect its officers in accordance with Art. VII; (c) Review the work program and biennial budget of the Institute and recommend their adoption to the Assembly; (d) Evaluate the activities of the Institute on the basis of reports submitted by the Secretary-General and make recommendations concerning the operation of the Institute. 5 EFTA_R1_00510970 EFTA02009885 3. The Board shall meet at least once a year and shall take its decisions by simple majority unless otherwise provided by this Agreement. Each member shall have one vote. The Board shall adopt its rules of procedure and may establish committees as deemed necessary for the efficient functioning of the Institute. 4. Members of the Board may resign at any time by written notice to the Board. Such resignation shall be effective upon its receipt by the Board. The Assembly may remove any member by the affirmative vote of a two-thirds majority. In case of any vacancy in the Board by reason of death, resignation or removal, such vacancy shall be filled by election at any meeting of the Board subject to approval by the Assembly at its next meeting. ARTICLE VII Officers of the Board 1. The Board shall elect a Chairperson and a Secretary, as well as such other ollicers it deems necessary. The Chairperson shall be elected from among the members of the Board. Other officers need not be members of the Board but shall participate in Board meetings without the right to vote. 2. The Chairperson shall preside at all meetings of the Board. Only members of the Board as elected by the Assembly are eligible to become Chairperson. 3. The Secretary shall notify members of Board meetings, shall keep minutes of such meetings and other duties as assigned by the Chairperson or the Board. 4. Compensation of the officers of the Board shall be approved by the Assembly. ARTICLE VIII Secretary-General 1. The Secretary-General shall provide leadership and is responsible for the Institute's substantive and administrative operations and activities. The Secretary-General shall be 6 EFTA_R1_00510971 EFTA02009886 appointed by the Assembly for a renewable period of 5 years and shall report to and be accountable to the Assembly. 2. The Secretary-General shall, inter alien (a) Represent the Institute externally; (b) Supervise the operations of the Institute and maintain oversight of all its activities; (c) Ensure the implementation of strategy, policies and guidelines established by the Assembly; (d) Ensure the proper administration of the Institute, including human resources and financial management; (e) Prepare the work program and budget of the Institute for review by the Board and approval by the Assembly. The work program shall include research and outreach priorities, planned activities, events and publications of the Institute; (f) Implement the work program and budget approved by the Assembly; (g) Submit to the Assembly and Board annual and ad hoc reports on the activities of the Institute including an annual audited statement of the Institute's accounts; (h) Provide liaison between the Assembly and Board and the administrative and academic staff of the Institute; (i) Coordinate the work of the Institute with the work of States, other International Organizations, international and national research institutions and policy programs as well as other relevant actors at the global and regional levels; (j) Enter into contracts, arrangements, and agreements on behalf of the Institute for the conduct of its activities; (k) Actively seek appropriate funding for the Institute and accept voluntary contributions in accordance with the relevant strategics and guidelines as well as the financial regulations; 7 EFTA_R1_00510972 EFTA02009887  (1) Undertake other assignments or activities as may be determined by the Board or Assembly. ARTICLE IX Academic and Administrative Staff I. The Institute shall strive to recruit and retain academic and administrative staff with the highest possible qualifications. 2. In order to maximize efficiency and cost-effectiveness the Institute shall encourage States, International Organizations, universities and other relevant institutions to consider supporting the staffing of the Institute, including by concluding agreements with the Institute for secondment of staff. ARTICLE X Financing of the Institute 1. The resources of the Institute shall include the following: (a) voluntary contributions by the Parties to this Agreement; (b) contributions and donations from other appropriate sources, including from private foundations, individuals and corporate sponsors, as well as States and other International Organizations; (c) seminar tuitions, workshop fees, publication and other service revenue; (d) interest accruing from such contributions and other income. 2. The fiscal year of the Institute shall be from 1 January to 31 December. 3. The accounts of the Institute shall be subject to an annual independent external audit which shall meet the highest standards of transparency, accountability and legitimacy. 8 EFTA_R1_00510973 EFTA02009888  ARTICLE XI Cooperation of the Institute with IPI Inc. 1. The Institute shall closely cooperate with IPI Inc. in promoting the prevention and settlement of conflicts, in particular by coordinating and supporting separate and joint programs and activities including policy research, facilitation of dialogue, organization of events, training, and publications. 2. The Institute and IPI Inc. shall establish a Joint Executive Committee (hereinafter referred to as "Joint Committee"), with members elected by the Assembly and the Board of Directors, respectively, to oversee cooperation and ensure unity of leadership between the two institutions. To this purpose, the Secretary General shall negotiate a cooperation agreement between the Institute and IPI Inc. for approval by the Assembly and by the Board of Directors, respectively. 3. The Joint Committee shall: (a) oversee the cooperation between the Institute and IPI Inc. and define in particular the modalities of mutual support between the Institute and IPI Inc. in the areas of administration and finance, joint research and other program activities, and fundraising and institutional development. (b) recommend to the Assembly of the Institute and to the Board of Directors of IPI Inc. the appointments of the Secretary-General and of the President, respectively, subject to final approval by each governing body. In order to ensure unity of leadership between the Institute and WI Inc., the Joint Committee may recommend the same person for the two positions. 4. The Institute may establish cooperative relationships and conclude agreements with other public or private entities which can contribute to the Institute's work. 9 EFTA_R1_00510974 EFTA02009889  ARTICLE XII Privileges and immunities 1. The Institute, the members of the Assembly, the members of the Board, the Secretary- General, staff and experts shall enjoy such privileges and immunities as agreed between the Institute and the Republic of Austria. 2. The Institute may conclude agreements with other States in order to secure appropriate privileges and immunities. ARTICLE XIII Liability 1. No Party to this Agreement shall be required to provide financial support to the Institute beyond such contributions as it has pledged. 2. The Parties to this Agreement shall not be responsible, individually or collectively, for any debts, liabilities, or other obligations of the Institute; a statement to this effect shall be included in each of the agreements concluded by the Institute under Article XII. ARTICLE XIV Amendments This Agreement may be amended only with the consent of all Parties to this Agreement. Notification of such consent shall be made in writing to the Depositary. Any amendment shall come into force upon receipt by the Depositary of the notification of all Parties to this Agreement, or at such other date as the Parties may agree. 10 EFTA_R1_00510975 EFTA02009890  ARTICLE XV Entry into Force and Depositary 1. This Agreement shall be open for signature by States and International Organizations until [...]. It shall be subject to ratification, acceptance or approval. 2. States and International Organizations which have not signed this Agreement may subsequently accede thereto at the invitation of the Board. 3. This Agreement shall enter into force sixty days after the date of deposit of the instruments of ratification, acceptance, approval or accession by three States or International Organizations. 4. For every State or International Organization which ratifies, accepts, approves or accedes to this Agreement after the date of its entry into force, this Agreement shall enter into force sixty days after the date of deposit of its instrument of ratification, acceptance, approval or accession. 5. The Federal Minister for European and International Affairs of the Republic of Austria shall be the Depositary of this Agreement. ARTICLE XV bis Reservations No reservations may be made to this Agreement. ARTICLE XVI Settlement of Disputes Any dispute arising between the Institute and any Party to this Agreement or between any Parties under this Agreement shall be settled by negotiation or other agreed means of settlement. 11 EFTA_R1_00510976 EFTA02009891  ARTICLE XVII Withdrawal I. Any Party to this Agreement may withdraw from this Agreement by written notification to the Depositary. Such withdrawal shall become effective three months after receipt of such notification by the Depositary. 2. Withdrawal from this Agreement by a Party to this Agreement shall not limit, reduce or otherwise affect its pledged contribution for the fiscal year in which it withdraws. ARTICLE XVIII Termination I. The Parties to this Agreement, acting unanimously, may terminate this Agreement at any time and wind up the Institute by written notification to the Depositary. Any assets of the Institute remaining after payment of its legal obligations shall be disposed of in accordance with a unanimous decision of the Parties. 2. The provisions of this Agreement shall continue to be applicable after its termination to the extent necessary to permit an orderly disposal of assets and settlement of accounts. Done at ... on ... in the English language. 12 EFTA_R1_00510977 EFTA02009892