Registered at the Chamber of Commerce of The Hague (The Netherlands) under the following number: 27264619

AFRICAN FOUNDATION FOR INTERNATIONAL LAW

I. Name

Article 1
1.       The name of the foundation is the African Foundation for International Law (hereinafter the “Foundation”).

2.       The Foundation is established for an indefinite period.

II. Aims and purposes

Article 2
The aims and purposes of the Foundation are inter alia:

(i)       to promote  study, research and analysis on international legal matters of particular interest and relevance to African countries and  to foster  the  teaching and dissemination of international law  in Africa;
(ii)      to encourage and promote intellectual debate and exchanges on international legal issues of particular interest to Africa and its peoples and to foment the establishment of networks among African international lawyers as well as between the latter and scholars of other continents;
(iii)     to contribute actively to the promotion and building of the rule of law in Africa, in general.

Article 3
1.       The Foundation shall pursue its aims and purposes by legal means, either on its own or in cooperation with others.

2.       The Foundation shall pursue those aims and purposes through inter alia:

(i)       the publication of the “African Yearbook of International Law”, the “African e-Journal of International Law” and such other periodicals and  monographs as may be decided upon by its Governing Board;
(ii)      the establishment of research centres, or other academic institutions;
(iii)     the launching of initiatives aimed at building networks or at promoting collaboration and coordination among African legal scholars and practitioners;
(iv)      the organization of conferences, symposia, seminars and other academic forums for exchange and dissemination of ideas, or for training purposes;
(v)      the provision, upon request, of advice to African institutions or governments on international legal matters.

III. Basic Principles

Article 4
1.       The Foundation has no political or ideological affiliation or bias.

2.       It subscribes to freedom of speech and free exchange of views related to its aims and purposes, while making every effort to ensure that the highest standards of scholarship, and moral and ethical values prevalent in Africa, are maintained.

3.       The language of official communication by or under the auspices of the Foundation shall be English and French, and any African language where appropriate.

4.       The Foundation shall encourage participation in its activities by persons of recognized competence in international law, and the legal systems of African countries. There shall be no exclusion on grounds of nationality, ethnic origin, gender, religious or other belief, or ideological or political opinion.

5.       The organs of the Foundation shall endeavour to adopt all decisions by consensus, before resorting to a vote.

IV. Finances

Article 5
1.       The Foundation is a non-profit organization.

2.       The Foundation may receive any legally permissible form of income including any grant, subsidy, Donations, or legacy by testamentary disposition, and income resulting from its own activities.

3.       No grants, subsidies, Donationss or legacies shall be received under conditions which would restrict the Foundation in its liberty of action in accordance with the basic principles set forth in Article 4.

4.       Income received by the Foundation shall be spent or invested exclusively in pursuit of the aims and purposes of the Foundation.

5.       At the end of each financial year, which shall coincide with the calendar year, the accounts of the Foundation shall be balanced. The Executive Committee shall thereupon draw up the annual accounts, which shall be accompanied by an audit report by a qualified accountant, and shall be submitted to the Governing Board for approval within six months of the end of the said financial year.

6.       The Governing Board of the Foundation shall arrange for a final audit of the Foundation’s accounts in the event of winding up pursuant to Article 12.

V. Governing Board

Article 6
1.       The Governing Board of the Foundation (hereinafter the “Board”) shall consist of at least five (5) and not more than eleven (11) persons of recognized competence in international law. At least a simple majority of the members of the Board shall be nationals of African countries.

2.       If one or more vacancies occur, the remaining members of the Board shall take the necessary decisions within two months in order to fill these vacancies in accordance with Article 8 paragraph 2(iii).

3.       Membership in the Board shall terminate:

(i)       by death;
(ii)      by resignation;
(iii)     by expiration of a term of membership where such term has been established by the Board;
(iv)      by decision of the Board, determining that the member is no longer capable of carrying out his or her functions as such, or that he or she has acted in a manner inconsistent with this statute, or has acted negligently.

Article 7
1.       The Board shall designate the Executive Committee and oversee its activities.

2.       It shall determine the main lines of action of the Foundation and approve its annual accounts.

3.       It may take decisions on any matter related to the purposes of the Foundation.

4.       If a difference of opinion arises as to the meaning of any provision of this statute, the Board’s decision shall be authoritative.

Article 8
1.       The Board shall take its decisions by consensus, failing which by a simple majority of all its members.

2.       For the following matters, the Board shall, where it fails to reach a consensus, take its decisions by a majority of two-thirds of its members, including the votes of a majority of its African members:

(i)       modification of the statute of the Foundation;
(ii)      relocation of the seat of the Foundation;
(iii)     election of a new member of the Board pursuant to Article 6 paragraph 2;
(iv)      the determination referred to in Article 6 paragraph 3 (iv);
(v)      winding up the Foundation pursuant to Article 12.

3.       The Board may adopt decisions without meeting, and shall for that purpose establish a procedure for voting by post or electronic mails, or any other means.

4.       The provisions of this Article shall apply mutatis mutandis to action by the Board concerning membership of any organ.

Article 9
1.       The Board shall elect its President, who shall convene and preside at all meetings of the Board.

2.       The Board shall also elect one or more Vice-Presidents, one of whom shall convene and preside at meetings of the Board if, for any reason, the President is temporarily unable to do so.

3.       The Board shall appoint an Executive Committee and may assign to that Committee part or all of the functions of the Board, except those functions in connection with which a decision by a two-thirds majority is prescribed pursuant to Article 8.

VI. Executive Committee

Article 10
The Executive Committee shall consist of three members designated by the Board who will choose a chairperson amongst themselves.

Article 11
1.       The Executive Committee shall have the exclusive competence to organize and conduct the activities of the Foundation. It shall act in accordance with the basic principles set forth in Article 4.

2.       The Executive Committee is entitled to enter into transactions for the acquisition, conveyance, or mortgage of property.

3.       The President of the Board shall represent the Foundation in any legal transaction and legal proceedings. He or she can temporarily transfer his or her powers to the Chairperson of the Executive Committee. If the chairperson is temporarily unable to act for any of the reasons listed in Article 6 paragraph 3, one of the two others members of the Executive Committee shall represent the Foundation for that purpose.

VIII. Winding up of the Foundation

Article 12
1.       The Board of the Foundation may decide to wind up the Foundation if it is determined that:

(i)       the aims and purposes set forth in Article 2 can no longer be achieved or implemented by the Foundation; or
(ii)      it would be more likely that those aims and purposes would be best achieved or implemented if activities herein provided for or referred to, were to be carried out by an institution established in an African country, or by other means.

2.       The Board shall, in the event of winding up, arrange for compliance with applicable legal and financial procedures, and shall ensure that any assets of the Foundation are transferred, in the circumstances referred to in paragraph 1 (i), to an institution with aims and purposes similar to those of the Foundation; and in the circumstance referred to in paragraph 1 (ii), to the institution referred to therein.