Constitution Of The International Center For Living Aquatic Resources Management
Source: http://www.austlii.edu.au/au/other/dfat/treaties/notinforce/1993/2.html, downloaded 20061220
Article I
Establishment
The International Center for Living Aquatic Resources Management (hereinafter referred to as "ICLARM") is hereby established and governed by this constitution.
Article II
Status
ICLARM is organized exclusively for charitable, educational and scientific purposes. It has international status and shall be operated and maintained as a non-profit, autonomous international agency, non-political in management, staffing and operations.
Article III
Objectives
ICLARM's main objective is to assist the peoples of the world in rationally developing, conserving and managing their aquatic resources to meet their nutritive and economic needs. ICLARM has been organized to meet this objective primarily through the following activities:
1. Conducting directly or assisting others in conducting research on fish and other aquatic organisms, on all phases of fish production, management, preservation, distribution and utilization;
2. Improving the efficiency and productivity of culture and capture fisheries through coordinated research, education and training, development and extension programs;
3. Upgrading the social, economic and nutritional status of peoples in the developing areas of the world through improvement of small-scale rural subsistence and market fisheries;
4. Working toward the development of labor-intensive systems to aid employment and of low-energy systems to minimize capital and cost requirements;
5. Publishing and disseminating research findings and recommendations of the Center; and
6. Organizing and conducting periodic conferences, forums and seminars whether international, regional, local or otherwise for the purposes of discussing current problems.
Article IV
Principles
1. ICLARM may provide assistance to any country upon request.
2. In carrying out its work, ICLARM shall cooperate with other international, national and regional agencies concerned with agricultural research and production and/or resource sustainability, and, in so doing, shall seek to avoid unnecessary duplication of the work of such other agencies.
Article V
Capacities, Location
1. ICLARM shall possess international legal personality. The Center shall have the capacity to do and perform all acts and things which are necessary for or incidental to the furtherance of its purposes and activities. This capacity shall include, but not be limited to, the following:
(a) to acquire or obtain any governmental authority, national, municipal or local, foreign or domestic, or otherwise, or from any corporation, company, association, or person or other entity, such charters, franchises, licenses, rights, privileges, assistance, financial or otherwise, and concessions as are conducive to and necessary for the attainment of the objectives of the Center;
(b) to receive or acquire from any person, firm, or entity, by donation, grant, exchange, devise, bequest, purchase, or lease, either absolutely or in trust, contributions of such properties, real or personal, including funds and valuable effects or things, as may be useful or necessary to carry out the purpose and objectives of the Center, and to hold, own, operate, use, or dispose of said properties or valuable things;
(c) to do and perform all acts and things as are necessary, expedient, suitable, or proper for the furtherance or accomplishment of the purpose and the attainment of any or all of the objectives herein stated, or which shall appear, at any time, as conducive to and useful for the activities of the Center.
2. ICLARM shall have its headquarters in the territory of the Republic of the Philippines and may establish research stations, offices and other programs at other locations in or outside the Republic of the Philippines as may be determined by the Center's Board of Trustees after appropriate consultation with the governments and national programs concerned.
Article VI
Organization
ICLARM shall be administered by a Board of Trustees (hereinafter also referred to as "The Board"), a Director General and such staff as shall be necessary by the Center to carry out its activities.
Article VII
The Board of Trustees
1. The Board of Trustees shall be composed of up to sixteen (16) members. Thirteen (13) of these members shall be elected by the Board and each serve up to two (2) consecutive terms of three (3) years. One seat shall be reserved for a FAO representative to be nominated by the Director General of the FAO. Two (2) seats on the Board shall be reserved, on an ex-officio basis, for the following.
(a) The Secretary of the Philippine Department in charge of fisheries or his/her nominee; and
(b) The Director General of the Center.
2. The FAO representative shall be a non-voting member of the Board.
3. The original members of the Board of Trustees shall be those mentioned in the Schedule to this Constitution.
4. The terms of the original members of the Board of Trustees, except for the two ex-officio members and the FAO representative shall be as set forth in the Schedule to this Constitution. Thereafter, each original member, except those who are designated as ineligible for election in the said Schedule, may be elected to serve for one term after the expiry date indicated across their names in the same Schedule.
5. The Board of Trustees shall elect new members as vacancies occur.
6. Members of the Board of Trustees, other than those serving ex-officio, and the FAO representative shall serve in their personal capacity and shall not be considered, nor shall they act, as representatives of governments or other organizations.
7. The Board of Trustees shall have the following powers and duties:
(a) to act as the policy making body of the Center and to lay down or approve its program activities;
(b) to review the financial condition of the Center and pass upon the budget;
(c) to review and evaluate the progress reports of the Center as may be submitted by the Director General;
(d) to appoint the Director General and determine the terms of his/her service;
(e) to exercise corporate powers in the conduct of the business and control of properties owned or held by the Center;
(f) to delegate any or some of its powers to the Executive Committee hereinafter provided for;
(g) to appoint the external auditor of the Center and to receive periodic reports on the results of his/her examinations; and
(h) to exercise such other powers and to do such other acts as may be conducive to the promotion of the purpose or objectives for which the Center was established.
8. The Board of Trustees shall adopt its rules on procedure.
Article VIII
Board officers
1. The officers of the Board of Trustees shall be:
the Chairperson;
the First Vice-Chairperson;
the Second Vice-Chairperson;
the Secretary;
the Treasurer;
and such other officers as the Board of Trustees shall see fit to designate. The above officers shall be elected at each annual meeting of the Board, or in the absence of election at that meeting, at a subsequent meeting of the Board, to serve from the end of the meeting in which they were elected until the end of the next annual meeting of the Board.
2. The Chairperson of the Board, elected by the Board from among its members, shall preside at all meetings of the Board and supervise all matters with which the Board is concerned. In the absence or disability of the Chairperson, the First Vice-Chairperson shall serve as Acting Chairperson. In the absence or disability of both the Chairperson and the First Vice-Chairperson, the Second Vice-Chairperson shall be the Acting Chairperson. In the absence or disability of the Chairperson and the Vice-Chairpersons, the Board shall elect, from among their own number, an Acting Chairperson.
3. The Secretary, who need not be chosen from among the Trustees, shall have powers and duties customarily incident to this office. The Board may, however, require him/her to render such report or reports as are necessary or expedient.
4. The Treasurer, who need not be chosen from the Trustees, shall be elected each year at the end of the annual meeting of the Board, or in the absence of election at that meeting, at the end of a subsequent meeting of the Board, to serve until the end of the next annual meeting of the Board. His/her powers and duties shall be those customarily incident to his office. The Board may, however, require him/her to render such report or reports as are necessary or expedient. He shall furnish a bond in an amount to be fixed by the Trustees for the faithful performance of his/her duties.
5. The Board is empowered to create such other offices and designate officers thereof as may be required by the circumstances and as may be necessary to promote the purpose or objectives of the Center.
Article IX
Board meetings
1. The Board shall hold one annual meeting and such additional meetings as it may determine are necessary.
2. A special meeting of the Board may be called by the Chairperson or by any three of the Trustees. The business of any such special meeting shall be limited to the purposes specified in the notice of the meeting.
3. The Board may also establish a procedure whereby its Chairperson may obtain a vote of members of the Board on specific questions or issues between meetings of the Board.
4. Each annual or regular meeting of the Board shall be held on thirty (30) days written notice. Each special meeting of the Board shall be held on ten (10) days cabled or written notice. The notice which shall state the time and place of the meeting shall be signed and mailed by the Secretary, or cabled by the Secretary with delivery certified.
5. At meetings of the Board, a majority of the members of the Board of Trustees, present in person, shall constitute a quorum for the transaction of business.
6. Each member of the Board shall have one vote and, except as otherwise herein provided, decisions of the Board shall be made by a majority of votes cast.
7. In the absence of a quorum at the time and place set for a meeting of the Board, those present may proceed with the meeting on condition that any conditions made at the meeting be confirmed by a majority of Trustees by way of a referendum to be conducted by the Secretary immediately after the meeting.
8. Upon receiving a notice that a Board meeting will be held, Trustees may submit to the Director General, topics they would like to see included as agenda items in the meeting.
9. The draft agenda, as prepared by the Director General and approved by the Chairperson, shall be presented to the full Board for adoption at the start of each meeting.
10. The order of business at the regular or special meetings of the Board shall be in accordance with the agenda and schedules approved by the Trustees at the start of these meetings.
Article X
The Executive Committee
1. There shall be an Executive Committee composed of seven (7) members as follows:
the Chairperson of the Board of Trustees;
the First Vice-Chairperson of the Board of Trustees;
the Second Vice-Chairperson of the Board of Trustees;
the Chairperson of the Finance and Management Committee;
the Chairperson of the Program Committee;
the Director General of the Center; and
one Trustee elected by the Board from among its members.
2. The Executive Committee shall review the implementation and execution of the policies and decisions laid down by the Board of Trustees and to exercise the powers and perform the duties delegated to it by the Board.
3. The Executive Committee shall have the power to act for the Board between Board of Trustees meetings on matters requiring immediate attention.
4. The Chairperson of the Board of Trustees shall be the Chairperson of the Executive Committee and shall preside over all its meetings.
5. The Executive Committee shall meet upon call of its Chairperson or upon request of at least three (3) members.
6. At meetings of the Executive Committee, a majority of members of the Committee, present in person, shall constitute a quorum for the transaction of business. Each member of the Committee shall have one vote and decisions of the Committee shall be made by a simple majority of the votes cast.
Article XI
Other Board committees
1. Aside from the Executive Committee, the Board of Trustees shall also have the following standing committees:
the Finance and Management Committee;
the Program Committee; and
the Nominating Committee.
2. The members of the Finance and Management Committee shall be the members of the Executive Committee. Members to the other Board committees (Program Committee and Nominating Committee) shall be elected by the Board from among its members to serve from the end of the meeting in which they were elected to the end of the next annual meeting.
3. The Chairpersons of the Program Committee and the Nominating Committee shall be elected by the Board from among the members of the respective committees. The Chairperson of the Finance and Management Committee shall be elected by the Board from among its members.
4. At all committee meetings, a majority of members of the committee, present in person, shall constitute a quorum for the transaction of business. If, due to the absence or disability of committee members, a quorum is not available, the Chairperson of the Board may appoint, from among the other members of the Board, committee members to serve during that committee's particular meeting.
5. The Committee Chairpersons shall preside over all the respective committee meetings. Each committee member shall be entitled to one vote and committee decisions shall be made by a simple majority of votes cast.
6. The Finance and Management Committee shall have the following duties and functions:
(a) to review the external auditor's report and the Center's financial statements and recommend their acceptance by the Board of Trustees;
(b) to review budget recommendations made by the Director General;
(c) to make budget and financial policy recommendations for the adoption by the Board of Trustees;
(d) to evaluate the management performance of the Center in relation to policies and budgets established by the Board of Trustees;
(e) to evaluate the performance of the external auditors;
(f) to review management issues, including personnel matters, appropriate to the Board of Trustees' responsibilities and make recommendations thereupon to the Board of Trustees; and
(g) other duties and functions delegated to it by the Board of Trustees.
7. The Program Committee, composed of six (6) members of the Board of Trustees including the Director General, shall have the following functions and duties:
(a) to receive and review, on behalf of the Board of Trustees, the Director General's annual report on the Center's research, training and information programs;
(b) to review and evaluate proposed changes in and/or additions to the Center's program structure;
(c) to review and evaluate the Center's annual and long-term program plans;
(d) to conduct all of the above functions and duties with due consideration to the Center's mandate and previously established program plans, directions and priorities;
(e) to review the results of any external reviews conducted of the Center's programs, as well as the Center's responses as proposed by the Director General, to recommendations made by the external reviewers.
8. The Nominating Committee, composed of six (6) members of the Board of Trustees including the Director General, shall have the following functions and duties:
(a) to assist the Board in establishing criteria and procedures for the election of members to fill vacancies on the Board.
(b) to review and identify potential candidates who meet established criteria.
(c) to recommend and present to the Board of Trustees a short list of possible members for election to the Board and its subsidiary committees.
(d) to nominate persons who would be required to serve in the positions of Chairperson, Vice-Chairpersons and Secretary, and Treasurer and any other officers as may be deemed necessary by the Board of Trustees.
9. The Board is authorized to create other committees from within its membership to perform such functions and duties as the Board may designate.
Article XII
The Director General and staff
1. ICLARM shall be administered by a Director General who shall serve under the direction of the Board of Trustees. The Director General's appointment, terms of service and any termination for cause shall be decided by a three-fourth's majority of all members of the Board of Trustees.
2. The Director General shall implement the policies and programs established by the Board of Trustees and shall be responsible to the Board for operating and managing ICLARM and for assuring that its programs are properly developed and carried out.
3. The Director General shall be ICLARM's legal representative and shall, within the limits established by the Board, be empowered to take such actions as shall be necessary for the attainment of ICLARM's purposes.
4. The Director General shall appoint and manage the staff of the Center in accordance with policies and regulations approved by the Board. Subject to the paramount importance of securing the highest standards of integrity, efficiency and technical competence, due regard shall be paid, in the appointment of staff, to ICLARM's international character.
5. Within the limits established by the Board of Trustees, the Director General may:
(a) appoint a member of ICLARM's senior staff to act as Director General in his absence or incapacity to act; and
(b) delegate, to certain members of the staff, authority to sign contracts and other instruments on ICLARM's behalf.
Article XIII
Finances
1. ICLARM's financial resources shall be primarily obtained from grants provided by donors such as governments, government aid agencies, international organizations, private charitable foundations and others. ICLARM is also authorized to receive contributions from other sources for the furtherance of its purposes and activities.
2. ICLARM's financial operations shall be conducted in accordance with policies and procedures approved by its Board of Trustees.
3. No part of the net earnings of the Center shall insure to the benefit of, or be distributed to its trustees, officers, staff or other private persons, except that ICLARM shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes for which it has been established.
4. Notwithstanding any other provision in this constitution, ICLARM shall not, except to any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes for which it has been established.
Article XIV
Relationships with other entities
1. ICLARM shall cooperate with governments, government agencies, regional and national institutions and other international organizations as may be conducive to furthering the efficient implementation of the Center's programs and activities.
2. In bidding for research projects or consultancy contracts, ICLARM shall remain true to the purposes for which it was organized and the research programs approved by its Board of Trustees. Involvement by the Center in any research activity should therefore be pursued only if all of the following conditions are met:
(a) research consultancies, and/or projects are for governments, government agencies, regional and national institutions and international organizations organized for purposes similar to ICLARM's;
(b) joint-consultancies and joint projects should be undertaken only with other non-profit, charitable, educational and scientific research organizations;
(c) research findings are not to be considered the proprietary rights of any party and should be published and distributed widely whenever possible; and
(d) research activities should fall within the ICLARM priority program areas as approved by the Board of Trustees.
3. In the event that any of the above conditions are not met for a proposed activity, the prior approval of the Chairperson of the Board is required.
4. ICLARM shall enter into a headquarters agreement with the Government of the Philippines and into appropriate agreements with governments of other countries hosting ICLARM office locations or with whom the Center has cooperative relationships.
5. The signatories to the Agreement to which this Constitution is annexed shall not be liable for the obligations of ICLARM.
Article XV
Rights, privileges and immunities
1. ICLARM, its trustees, officers and staff shall enjoy, in the territory of countries hosting the Center's headquarters, satellite or project offices, such rights, privileges and immunities as shall be stipulated in the agreements entered into by the Center with such countries.
2. Except as these agreements shall otherwise provide, ICLARM, its trustees, officers and staff shall be subject to the laws of the countries concerned.
Article XVI
Amendments
This constitution may be amended at any meeting of the Board of Trustees by a three-fourths majority vote of all its members, provided that notice of such amendment, together with its full text, shall have been sent to all members of the Board at least sixty (60) days in advance of such meeting, unless such notice is waived by all members of the Board.
In addition to the Board's approval, approval of the signatories of the agreement to which this constitution is annexed is also required for amendments to Section 5, Article XII.
ICLARM is also required to consult with the governments of its host countries on any amendment which would affect headquarters and other agreements referred to in Section 4, Article XII.
Article XVII
Dissolution
1. ICLARM may be dissolved by a three-fourths majority of all the members of the Board of Trustees, if it is determined by the Board that the Center is no longer required or that it will no longer be able to function effectively.
2. In case of dissolution, the physical assets of the Center situated in the host and other collaborating countries shall be retained by such countries and used for similar purposes or distributed to institutions having purposes similar to those of ICLARM following the provisions of headquarter and other agreements entered into by ICLARM with those governments.
Transitional provision
ICLARM shall enter into such arrangements as shall be necessary and appropriate for the efficient and orderly transfer to ICLARM of its predecessor's assets and liabilities upon the latter's dissolution.
SCHEDULE TO THE CONSTITUTION OF ICLARM
Original Members of the Board of Trustees
Name [TAB] Expiry of term [TAB] Eligible for election [TAB] Position upon assumption of office
Dr Peter A Larkin [TAB] 1994 [TAB] No [TAB] Chairperson
Mr Roberto Sebastian (Ex Officio, Secretary of the Department of Agriculture, Philippines) [TAB] - [TAB] - [TAB] First Vice-Chairperson
Dr Barry Keith Filshie [TAB] 1994 [TAB] Yes [TAB] Second Vice-Chairperson
Dr Dayton L Alverson [TAB] 1994 [TAB] Yes [TAB] Member
Dr Agustin Ayala-Castañares [TAB] 1994 [TAB] No [TAB] Member
Dr Nyle Brady [TAB] 1995 [TAB] Yes [TAB] Member
Dr Masaru Fujiya [TAB] 1995 [TAB] Yes [TAB] Member
Dr Edgardo D Gomez [TAB] 1994 [TAB] No [TAB] Member
Dr Zimani D Kadzamira [TAB] 1995 [TAB] Yes [TAB] Member
Dr Jacqueline M McGlade [TAB] 1995 [TAB] Yes [TAB] Member
Ms Britha H Mikkelsen [TAB] 1995 [TAB] Yes [TAB] Member
Dr Philipp A P Muller [TAB] 1994 [TAB] No [TAB] Member
Dr Kenneth T Mackay (Ex Officio, ICLARM Director General) [TAB] - [TAB] - [TAB] Member
Dr Cornelia Nauen [TAB] 1994 [TAB] Yes [TAB] Member
Dr Benedict P Satla [TAB] 1995 [TAB] Yes [TAB] Member
