CHARTER OF THE PROVIDENT FUND

I, Ian R. Kenyon, acting in my capacity as Executive Secretary of, and therefore acting for and on behalf of, the Preparatory Commission for the Organisation for the Prohibition of Chemical Weapons ("the Commission") and its Provisional Technical Secretariat ("the Secretariat"), an international organisation established by The Resolution Establishing the Preparatory Commission for the Organisation for the Prohibition of Chemical Weapons ("the Resolution") dated 13 January 1993, having full juridical personality and having its main premises at Laan van Meerdervoort 51A, The Hague, The Netherlands, and being duly authorised thereto by the Commission (document PREPCOM/I/4, paragraph 20, 12 February 1993 and as supplemented by the Staff Regulations adopted by the Commission from time to time), hereby establish the Provident Fund of the Preparatory Commission for the Organisation for the Prohibition of Chemical Weapons, to be governed by the terms of this Charter.

ARTICLE 1

NAME, SEAT AND DURATION

1.         The name of the Provident Fund is "Provident Fund of the Preparatory Commission for the Organisation for the Prohibition of Chemical Weapons".  The Provident Fund may in addition carry the abbreviated name:  " the Provident Fund."

2.         The seat of the Provident Fund is at The Hague, The Netherlands.  The Provident Fund may have offices elsewhere, including places outside The Netherlands.

3.         The Provident Fund is established for the life of the Commission.

4.         The Provident Fund is established for the Commission and has the same privileges and immunities in law as the Commission.

ARTICLE 2

OBJECTS AND PURPOSES

The objects and purposes of the Provident Fund are to be an instrument of social security as envisaged in the decision of the Commission authorising the Executive Secretary to establish a Provident Fund (document PREPCOM/I/4, paragraph 20, 12 February 1993) and as supplemented by the Staff Regulations adopted by the Commission from time to time, to administer resources which are entrusted to the Provident Fund by eligible staff members of the Secretariat and by the Commission for the benefit of such eligible staff members, to invest such resources in such manner as shall be determined from time to time in accordance with established investment policies and guidelines and to return such resources and income earned thereon to such eligible staff members at termination of their employment with the Commission, all of the foregoing in such manner and subject to such terms and conditions and restrictions as may be set forth in the Administrative Rules adopted in accordance with Article 12 of this Charter ("the Administrative Rules").

ARTICLE 3

FINANCING

1.         The administrative and other direct costs and expenses of the Provident Fund, directly related to the operation of the Provident Fund and approved by the Management Board, shall be covered by and be payable from the monies entrusted to the Provident Fund in accordance with the provisions of the Administrative Rules. 

2.         Contributions to the Provident Fund by staff members of the Secretariat as well as by the Commission shall be based on a percentage of pensionable remuneration of contributing staff members as provided for in the Staff Rules of the Commission.

ARTICLE 3bis

ANNUAL GENERAL MEETING

1.         The Annual General Meeting of the Provident Fund shall meet annually.

2.         The Chairman of the Management Board shall act as Chairman of the meeting.

3.         The agenda of the meeting shall include inter alia the following items:

(a)        adoption of the agenda;

(b)        election of representatives to the Management Board by the contributors to the Provident Fund, as provided for in Article 4;

(c)        report of the Chairman of the Provident Fund;

(d)        report of the External Auditor of the Provident Fund;

(e)        any other business.

4.         The Management Board or any staff member contributing to the Provident Fund can add an item to the provisional agenda of the Annual General Meeting.

5.         The provisional agenda of the Annual General Meeting, the reports of the Chairman and the External Auditor of the Provident Fund and explanatory memoranda on important issues shall be circulated to the staff members contributing to the Provident Fund at least  five working days in advance of the meeting.

6.         The Annual General Meeting shall adopt its own rules of procedure.

ARTICLE 3ter

SPECIAL GENERAL MEETING

1.         The Management Board shall convene a Special General Meeting whenever it deems it necessary, or at the written request of at least 15 staff members contributing to the Provident Fund in order to deal with a specific issue or issues.

2.         The Chairman of the Management Board shall act as Chairman of the meeting.

3.         The provisional agenda of the Special General Meeting, limited to the issue or issues for which the meeting is convened, and explanatory memoranda on such issues shall be circulated to the staff members contributing to the Provident Fund at least five working days in advance of the meeting.  In exceptional circumstances, the time-limit may be waived by the Management Board.

ARTICLE 4

COMPOSITION OF THE MANAGEMENT BOARD

1.         The Management Board of the Provident Fund shall consist of six members.  Members of the Management Board shall always be the Executive Secretary of the Commission ("the Executive Secretary") and the Head of the Administration Division of the Secretariat (or person acting in that capacity).  The other members of the Management Board shall be two staff members elected by the Professional Staff and two staff members elected by the General Service Staff.  Elected members of the Management Board shall be considered duly elected if recognised as such by the Executive Secretary.

2.         The Executive Secretary shall act as Chairman of the Management Board.  If, for any reason whatsoever, there shall at any time be no Executive Secretary, then the person designated to replace him as Executive Secretary in accordance with the relevant provisions of the Commission shall also replace him in the Management Board of the Provident Fund.

3.         Only staff members in the Professional category and General Service category contributing to the Provident Fund shall be eligible to vote in the election of the members of the Management Board in accordance with the provisions of sub-section 1 of this Article:  Provided that all staff members with a fixed-term contract with the Secretariat may vote in the first election to compose the Management Board.

ARTICLE 5

TERMINATION OF OFFICE OF THE MANAGEMENT BOARD

1.         A member of the Management Board ceases to hold office:

(a)        Upon his/her resignation, to be effected in writing by the member concerned addressed to the Management Board, with a copy to the Commission; or

(b)        Upon his/her death; or

(c)        On the date upon which he/she is declared insolvent or applies for a temporary moratorium; or

(d)        Upon the appointment of a trustee over him/her on the basis of a statutory provision of law; or

(e)        Upon the termination of his/her service with the Secretariat.

2.         Apart from the Executive Secretary and the Head of the Administration Division of the Secretariat (or person acting in that capacity), who are ex officio members of the Management Board, the other members shall hold office for one year only at a time, with the possibility of being re-elected, provided always that a member, after his/her second successive tenure, may not be re-elected for a period of two years after the date of the end of such second tenure.

ARTICLE 6

DUTIES, POWERS AND REPRESENTATION

OF THE MANAGEMENT BOARD

1.         The Management Board shall be entrusted with the management of the Provident Fund.  The Management Board shall, in carrying out the management of the Provident Fund, adhere both to the terms and conditions as contained in this Charter and to the terms and conditions as contained in the Administrative Rules.

2.         For the purpose of administering and investing funds entrusted to the Provident Fund pursuant to the provisions of the Administrative Rules, the Management Board may seek the advice of independent professional investment advisers and/or independent professional money management advisers to be selected and appointed by the Management Board.

3.         The Provident Fund will be represented in and out of court by the Chairman of the Management Board.

4.         The Management Board may resolve to grant limited power of attorney to third parties, to represent the Provident Fund within the limits set forth in such power of attorney.

ARTICLE 7

MEETINGS OF THE MANAGEMENT BOARD

1.         The Management Board shall meet at least quarterly, as well as whenever any two members of the Management Board request the Chairman to convene a meeting.

2.         Notice of any meeting of the Management Board must be given in writing, specifying the agenda for the meeting, the place of the meeting and the time at which the meeting will commence.  The notice period will be at least seven days, not including the day of the notice and that of the meeting itself, calculated from the date the notice was issued.  No agenda items other than those mentioned in such notice may be dealt with in the meeting, except if all members are present or represented and agree to dealing with such new agenda item.  If all members are present or represented and if they all agree therewith, the above notice requirements may be waived and a valid meeting of the Management Board may be held.

3.         The Chairman of the Management Board will preside over the meeting of the Board.  If the Chairman is not present, the meeting shall appoint another person to preside over the meeting.  Minutes of the proceedings of each meeting will be made by the Secretary of the Management Board, and will be deemed adopted if signed by the Secretary and by the person presiding over the meeting.

4.         Only an ex officio member of the Management Board may have himself/herself represented at the meeting of the Management Board and only by another staff member of the Secretariat, duly authorised by proxy.

5.         The Management Board may also pass valid resolutions outside of a meeting, provided that the same is done in writing (including, without limitations, by facsimile or telex) unanimously by all members of the Management Board.

ARTICLE 8

ADOPTION OF RESOLUTIONS

BY THE MANAGEMENT BOARD

Except as otherwise provided in Article 7 subsection 5 above, resolutions can only be validly adopted in a meeting of the Management Board where at least one member elected by the Professional Staff, one member elected by the General Service Staff and one ex officio member of the Management Board are present or represented.  All resolutions shall be adopted by the affirmative vote of an absolute majority of the members present or represented.  In case of a tie vote, the Chairman of the meeting in question shall cast the decisive vote.

ARTICLE 9

FINANCIAL YEAR AND FINANCIAL STATEMENTS

1.         The financial year of the Provident Fund shall  be the calendar year.

2.         The Management Board shall ensure that records of the financial position of the Provident Fund are kept in such manner that its rights and obligations can at all times be derived from such records.

3.         The Management Board shall at the end of each financial year of the Provident Fund, as soon as practicable, draw up and adopt a balance sheet and a profit and loss account of the Provident Fund.

4.         Before the adoption of the balance sheet and the profit and loss account as referred to in paragraph 3, the Management Board shall submit these to the External Auditor of the Provident Fund.  The External Auditor of the Provident Fund will report to the Annual General Meeting of the Provident Fund and the Commission about his/her examination.  The balance sheet and profit and loss account shall in no event be presented to the External Auditor later than three months after the end of such financial year.

5.         The Management Board shall each year submit to the Annual General Meeting of the Provident Fund and the Commission the audited balance sheet and profit and loss account of the Provident Fund, together with any explanatory notes attached thereto.

6.         The Management Board is required to keep the documents referred to in the foregoing paragraphs for a period of not less than five years.

7.         The members of the Management Board shall draw no salary or remuneration by virtue of their membership.

ARTICLE 10

AMENDMENTS

1.         The Management Board may amend the Charter of the Provident Fund or any part thereof by consensus.

2.         No amendment shall take effect until approved by the staff members contributing to the Provident Fund and the Commission. 

ARTICLE 11

DISSOLUTION

1.         The Management Board is authorised to dissolve the Provident Fund by a resolution of the Management Board, with the prior consent of the Commission.

2.         The liquidation will be effected by the Management Board, unless one or more liquidators have been appointed in the resolution to dissolve.  The provisions of this Charter shall continue to apply during the liquidation.  The provision of the Administrative Rules shall likewise continue to apply during the liquidation.

3.         After termination of the liquidation, the books and records of the dissolved Provident Fund will remain in the custody of the person designated for that purpose by the Management Board for a period of five years.

ARTICLE 12

ADMINISTRATIVE RULES OF THE PROVIDENT FUND

The Management Board shall determine and adopt Administrative Rules by virtue of which the objects and purposes of the Provident Fund shall be realised.  The Management Board shall have the right to amend the Administrative Rules in accordance with the provisions of Article 10 of this Charter, which shall mutatis mutandis apply to such amendment.

ARTICLE 13

CLOSING PROVISIONS

The original of this Charter, and all amendments thereto, shall be deposited with the Secretary-General of the Permanent Court of Arbitration.

Signed this 25 day of June, 1993, in The Hague, The Netherlands.

                                                (signed)

                                                _________________________________________________

                                                Ian R. Kenyon

                                                Executive Secretary of the Preparatory Commission

                                                for the Organisation for the Prohibition of Chemical Weapons

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