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Preamble
The International Vaccine Institute is founded
on the belief that the health of children in developing countries
can be dramatically improved by the development, introduction
and use of new and improved vaccines and these vaccines should
be developed through a dynamic interaction among science,
public health, and business. The International Vaccine Institute
will be a center of science for the public interest where
this dynamic interaction can take place through research,
training, technical assistance, service provision, and information
dissemination.
Article I
HEADQUARTERS LOCATION
The Institute shall have its headquarters at Seoul,
Republic of Korea as has been determined by an independent
international site selection process initiated at the request
of the UNDP, in accordance with the requirements for the exercise
of the functions and fulfillment of the purposes of the Institute.
Article II
STATUS
1. The Institute shall be an international research and development
center established at the initiative of UNDP, as part of its
contribution to the CVI, which is an international movement
of agencies, corporations, foundations and Governments dedicated
to ensuring the continued availability of effective and affordable
vaccines, and the development and introduction of new and
improved vaccines. The Institute shall operate as a non-profit
autonomous organization, international in status and non-political
in management, staffing and operations. The Institute shall
be organized exclusively for scientific, developmental and
educational purposes.
2. The Institute shall possess full juridical personality
and enjoy such legal capacity as may be necessary for the
exercise of its functions and the fulfillment of its purposes.
Article III
SUBSIDIARY BODIES
The Institute may establish such centers, offices or laboratories,
in locations within and outside the Republic of Korea as may
be decided by the Board of Trustees (hereinafter referred
to as 'the Board') as being necessary for effective conduct
of its program and the achievement of its objectives.
Article IV
AIMS
The Institute shall carry out major research and development
functions within the overall goals and framework of the CVI.
Specifically, it will:
1. undertake and promote study, research, development and
dissemination of knowledge in the vaccine-relevant sciences
and directly related areas of public health, management sciences
and technology to generate affordable and effective means
to prevent death and disability arising from infectious diseases
and, thereby, to improve the health status and general welfare
of children and low income people in developing and developed
countries, especially in Asia; and
2. provide, in collaboration with relevant national and international
institutions, facilities and training programs aimed at strengthening
expertise and capacity for developing and developed countries
to conduct work in the areas of the Institute's interest and
competence.
Article V
GUIDING PRINCIPLES
1. The Institute will serve as an international resource center
devoted to developing specific areas of expertise and providing
technical assistance for research and development of vaccines.
2. The Institute will complement its activities with those
of other international and national institutions, public and
private, that have similar aims. Its activities will, wherever
appropriate, be planned and implemented in collaboration with
such institutions. In particular, the Institute shall fully
cooperate with the World Health Organization (hereinafter
referred to as 'WHO') in determining the technical and other
aspects of its programs that relate to WHO's mandate.
Article VI
FUNCTIONS
1. The Institute will have four program areas:
| i) |
to provide training and technical assistance
in the production technology and research of vaccines. |
| ii) |
to conduct laboratory and field-based research and development; |
iii)
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to support and conduct clinical trials and field evaluations
of new vaccines, and to facilitate and promote introduction
of new and improved vaccines; and |
iv)
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to cooperate with vaccine manufacturers and national
control authorities and other relevant bodies in developed
and developing countries to promote vaccine research and
development. |
The Institute may identify other program areas in accordance
with its aims.
2. In fulfilling the aforementioned aims and responsibilities,
in the spirit of its guiding principles, the Institute shall
engage in a wide range of activities including:
| i) |
holding meetings and arranging lectures,
training courses, workshops, seminars, symposia and conferences; |
| ii) |
publishing and disseminating books, periodicals, reports
and research and working papers; |
iii)
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establishing and maintaining contact with individuals
and other institutions with expertise in the vaccine-relevant
fields through collaborative research, seminars, exchange
visits, sabbatical attachments and likewise; |
| iv) |
undertaking studies and other projects on behalf of
or in collaboration with other institutions; |
v)
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maintaining offices, field stations, laboratories, pilot
plants, animal research facilities, information resources,
scientific equipment and instruments, as may be necessary
for its proper functioning; and |
| vi) |
taking such other actions as may further the aims and
objectives of the Institute. |
3. The Institute's programs and plans shall be reviewed and
approved by its Board taking into account the needs of developing
and developed countries and the Institute's capacities in
meeting these needs.
Article VII
CAPACITY
1. The Institute shall have the following capacity:
i)
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to receive, acquire or otherwise lawfully
obtain from any governmental authority or from any corporation,
company, association, person, firm, foundation or other
entity whether international, regional or national, such
charters, licenses, rights, concessions or similar rights,
and assistance - financial or otherwise - as are conducive
to and necessary for the attainment of the aims of the
Institute. |
ii)
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to receive, acquire or otherwise lawfully obtain from
any governmental authority or from any corporation, company,
association, person, firm, foundation or other entity,
whether international, regional or national, by donation,
grant, exchange, devise, bequest, purchase or lease, either
absolutely or in trust, contributions consisting of such
properties, real, personal, or mixed including funds and
valuable effects or items, as may be useful or necessary
to pursue the aims and activities of the Institute and
to hold, operate, administer, use, sell, convey or dispose
of the said properties; |
| iii) |
to enter into agreements and contracts; |
| iv) |
to employ persons according to its own regulations; |
| v) |
to institute, and defend in, legal proceedings; and |
vi)
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to perform all acts and functions as may be found necessary,
expedient, suitable or proper for the furtherance, accomplishment
or attainment of any and/or all of the purposes and activities
herein stated, or which shall appear, at any time, as
conducive to or necessary and useful for the aims and
activities of the Institute. |
2. No part of the earnings of the Institute shall inure to
the benefit of, or be distributable to, its trustees, officers,
or other private persons, except that the Institute shall
be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions
in furtherance of the aims set forth in Article IV hereof.
Article VIII
ORGANS
The organs of the Institute shall be:
| i) |
The Board of Trustees; and |
ii)
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The Director and staff. |
Article IX
COMPOSITION OF THE BOARD
1. The Board shall consist of not less than twelve nor more
than seventeen members, selected as follows:
i)
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Up to ten members-at-large elected by the
Board. Regard shall be paid especially to proposed members'
professional experience and qualifications, to appropriate
geographical distribution, to agencies and countries which
have concern for and provide substantial support to the
Institute, or to countries where major facilities are
located; |
| ii) |
two members appointed by the host country; |
| iii) |
two members appointed by WHO; |
| iv) |
one member appointed by UNDP; |
| v) |
the Executive Secretary of the CVI, or his representative,
as a member ex officio; and |
| vi) |
the Director of the Institute as a member ex officio. |
2. Members-at-large shall be appointed for terms of no more
than three years as determined by the Board in advance of
the appointment. In the case of vacancy of members-at-large
by reason of their retirement, death, incapacity, or any other
cause, the Board shall fill the vacancy in the same manner
as the original appointment. A new member appointed to replace
a member during the latter's term, may be appointed for the
remaining term of the member being replaced. He/she is eligible
to serve two additional terms.
3. The members of the Board are eligible for reappointment
to a second term, but shall not serve more than two successive
terms, except that the member elected as a Chairperson may
have her/his term extended by the Board in order to coincide
with her/his appointment as Chairperson.
4. The members of the Board other than the members serving
ex-officio and the members appointed by the host country,
WHO and UNDP, shall serve in a personal capacity and are not
considered, nor do they act, as official representatives of
governments or organizations.
5. The term of office and the selection of the member appointed
by the Government of the host country will be determined by
the Government.
Article X
FUNCTIONS AND POWERS OF THE BOARD
1. The Board shall be responsible for all the affairs of the
Institute. Its role, among other things, shall be to ensure
that:
i)
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the Institute follows objectives, programs
and plans that are consistent with its aims and with the
broad goals and objectives of the CVI; and |
ii)
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the Institute is managed effectively by the Director
in harmony with the agreed objectives, programs and budgets,
and with in accordance with legal and regulatory requirements. |
2. To this end, the Board shall:
| i) |
define objectives, approve plans to meet
the Institute's aims and monitor the achievement of these
aims; |
| ii) |
specify solicies to be followed by the Director in pursuing
the specified objectives; |
| iii) |
ensure the Institute's cost-effectiveness, financial
integrity, and accountability; |
| iv) |
approve the Institute's program and budget; |
| v) |
appoint an external auditor and approve an annual audit
plan; |
| vi) |
approve the Institute's broad organizational framework; |
| vii) |
approve personnel policies including scales of salaries
and benefits; |
viii)
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approve the Institute's fund raising and resource mobilization
strategies, policies and programs, and promote such fund
raising and resource mobilization activities; |
ix)
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maintain the composition of the Board with respect to
expertise needed to discharge the full range of its responsibilities,
monitor the performance of staff and evaluate the Institute's
performance; and |
x)
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perform all other acts that may be considered necessary,
suitable and proper for the attainment of any or all of
the aims of the Institute as set forth in Article IV hereof. |
3. The Board may designate an Executive Committee of its
members which shall have the power to act for the Board in
the interim between Board meetings, and on matters which the
Board delegates to it. All interim actions of the Executive
Committee shall be reported to the full Board at its next
meeting. The Executive committee shall be comprised of five
members of the Board. The Director and at least one ex officio
member of the host country shall serve as members of the Executive
Committee.
4. The Board may establish such other subsidiary Committees
as it deems necessary for the performance of its functions.
Article XI
PROCEDURES OF THE BOARD
1. The Board shall elect one member except the Director as
Chairperson. The normal term of the Chairperson shall be three
years. The Board may re-elect its Chairperson for a second
term.
2. The Board shall also elect a Vice-Chairperson, a Secretary
and a Treasurer. The normal term of these officers shall be
three years. They are eligible for re-election.
3. The Board shall meet at least once annually.
4. The Board shall adopt its own rules of procedure.
5. A majority of the members shall constitute a quorum for
Board meetings.
Article XII
VOTING BY THE BOARD
Normally, the Board shall operate by consensus. However, if
the Chairperson determines the need for a vote, the following
shall apply:
i)
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each member of the Board has one vote; and |
ii)
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decisions of the Board shall be made by a majority of
the members present except as specified otherwise in this
Constitution. |
Article XIII
APPOINTMENT OF THE DIRECTOR
The Board shall appoint the Director, and determine his/her
terms of office and any cause for termination by a two-thirds
majority of members present and voting.
Article XIV
FUNCTIONS AND POWERS OF THE DIRECTOR
1. The Director shall be responsible to the Board for the
operation and management of the Institute and for ensuring
that its programs and objectives are properly developed and
carried out. The Director shall take the lead in fund raising
and resources mobilization for the Institute. He/she is the
chief executive officer of the Institute.
2. The Director shall implement the policies determined by
the Board, follow the guidelines laid down by the Board for
the functioning of the Institute and carry out the directions
of the Board. Specifically, the Director, in consultation
with the Board, shall:
i)
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develop a strategic plan for the operation
of the Institute for Board consideration and approval,
and keep this plan under continuing review; |
| ii) |
develop programs and budgets, and prepare the Institute's
Annual Report; |
iii)
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supervise the planning and direction of the Institute's
research, developmental and educational activities to
ensure effective implementation; |
| iv) |
recruit and manage highly qualified staff; |
| v) |
keep and have available the strategic plan, programs
and budgets for review by the Board on a regular basis;
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| vi) |
keep the Chairperson of the Board advised on matters
of consequence that relate to the Institute; and |
| vii) |
perform such other functions as are delegated to her/him
by the Board. |
3. The Director shall be the legal representative of the
Institute. He/she shall sign all deeds, contracts, agreements,
treaties and other legal documents which are necessary to
ensure the normal operation of the Institute. The Board may
determine the extent to which these powers may be delegated
by the Director. Contracts, agreements and treaties which
affect the governance, objectives, location, expansions or
dissolution of the Institute, or major issues concerning the
relationship to the host country shall be subject to approval
by the Board.
Article XV
STAFFING
1. The staff shall be appointed by the Director in accordance
with staff regulations to be approved by the Board.
2. The paramount consideration in the employment of staff
and in the determination of conditions of service shall be
the necessity of securing the highest standards of quality,
integrity, efficiency, and competence.
3. Salary scales, insurance, pension schemes and other terms
of employment shall be laid down in staff regulations, and
shall in principle be internationally competitive and comparable
with those of the United Nations and affiliated institutions
and other relevant international organizations.
Article XVI
FINANCING
1. The budget of the Institute shall be funded by member states,
international organizations and other public or private agencies
and institutions, including members of the CVI who wish to
make financial and other voluntary contributions to it. The
Institute may receive contributions from other sources. It
may also receive contributions and gifts toward the establishment
of an endowment program.
2. The financial operations of the Institute shall be governed
by financial regulations to be adopted by the Board.
3. The budget of the Institute is approved annually by the
Board.
4. An annual audit of the operations of the Institute shall
be conducted by an independent international accounting firm
appointed by the Board upon recommendation of the Director.
The results of such audits shall be made available by the
Director to the Board for its consideration. Following the
approval by the Board, the audit report shall be circulated
to the parties contributing to the Institute.
Article XVII
RELATIONSHIPS WITH OTHER ORGANIZATIONS
In order to achieve its objectives in the most efficient way,
the Institute may enter into agreements for cooperation with
relevant national, regional or international organizations,
foundations and agencies, both public and private.
Article XVIII
AMENDMENTS
This Constitution may be amended by the Board by a two-thirds
majority of all voting members, provided notice of such a
proposed amendment together with its full text shall have
been mailed to all members of the Board at least four weeks
in advance of the meeting, or such notice is waived by all
members of the Board.
Article XIX
DISSOLUTION
1. The Institute may be dissolved by a three-fourths majority
of all voting members of the Board, if it is determined that
the purposes of the Institute have been achieved to a satisfactory
degree or if it is determined that the Institute will no longer
be able to function effectively.
2. In the case of dissolution, any land, physical plant and
other assets situated in the host country and other countries,
and made available to the Institute by the Government, and
permanent fixed capital improvements thereon shall revert
to the Government. The other assets of the Institute shall
be transferred to such countries for use for similar purposes
or distributed to institutions having purposes similar to
those of the Institute in the respective countries after agreement
between the governments of those countries and the Board in
consultation with the Government.
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