Statute
As amended on 08 April 2009
Preamble
The Convention on the Law of the Sea, which was
adopted in 1982 at the Third United Nations Conference on the Law
of the Sea, is a universal legal system for the seas. It lays down
the legal framework for mankind's use of the major part of the
earth's surface and is of fundamental importance for the
maintenance and strengthening of international peace.
The International Tribunal for the Law of the Sea
in Hamburg, which was established on the basis of the Convention on
the Law of the Sea, ensures that the rules contained therein
prevail and are applied through its binding procedures for the
peaceful settlement of disputes.
It is in the interest of all national and
international institutions concerned with the use of the seas and
of the maritime economy to publicize and promote internationally
the opportunities afforded by the International Tribunal for the
Law of the Sea for the peaceful settlement of law of the sea
disputes.
It is likewise in the interest of national and
international institutions concerned with the use of the oceans to
promote the further implementation of the Convention on the Law of
the Sea. This also includes in particular supporting developing
countries in exercising their rights and complying with their
obligations arising from the Convention.
An effective contribution to the pursuit of these
tasks may be made through the sustained promotion of research and
teaching, of events and publications and through the provision of
training and further training opportunities at the seat of the
International Tribunal for the Law of the Sea in Hamburg. To that
end, the signatories have established the "International Foundation
for Law of the Sea, Hamburg" and have agreed on the following
"Statute":
- S t a t u t e -
Article 1
Name, legal form, seat
The "International Foundation for Law of the Sea"
is a foundation under civil law having legal personality. The
Foundation shall have its seat in the Free and Hanseatic City of
Hamburg, the seat of the International Tribunal for the Law of the
Sea.
Article 2
Purposes of the Foundation
(1) The sole and direct purpose of the Foundation
is the promotion of:
(a) learning and research in the field of
international law of the sea/maritime law, with particular
reference to the principles of the United Nations Convention on the
Law of the Sea;
(b) training and advanced training in the field
referred to under (a).
(2) The purpose of the Foundation shall for the
time being be achieved in particular by:
(a) the organization of symposia, seminars,
workshops and lectures, in order to bring together experts from all
over the world who are interested in topics of international law of
the sea/maritime law;
(b) the promotion of cooperation between national
and international institutions operating in the field of
international law of the sea/maritime law; and/or
(c) the publication and dissemination on a
worldwide basis of results of the above-mentioned activities.
(3) Insofar as the Foundation receives sufficient
funds from additions to the endowment and donations, it may also
achieve the purposes referred to in paragraph 1 by providing
appropriate grants and training for interns, particularly from
developing countries. Grants shall be awarded and support provided
for interns in accordance with guidelines to be issued
separately.
(4) Within the framework of the purposes of the
Foundation that are to be promoted, the opportunities afforded by
the International Tribunal for the Law of the Sea for arbitration
and peaceful settlement of law of the sea disputes shall be
publicized internationally.
(5) The Foundation may provide financial or other
support to libraries at the seat of the International Tribunal for
the Law of the Sea that operate within the framework of the mandate
of the Foundation.
Article 3
Charitable status
The Foundation shall be a charitable institution.
It shall pursue exclusively and directly charitable purposes as
defined in the section of the Tax Code (Abgabenordnung) dealing
with "tax-privileged purposes" (steuerbegünstigte Zwecke). The
Foundation shall operate selflessly; its purpose shall not be to
run a business for its own benefit (eigenwirtschaftliche Zwecke).
The Foundation's resources may be used only for purposes consistent
with the Statute. The Foundation may not benefit anyone through
expenditure unrelated to the purpose of the Foundation or through
disproportionately high payments.
Article 4
Endowment of the Foundation
(1) The Foundation shall be provided with an
endowment, the amount of which shall be specified in the act of
foundation. Additions to the endowment are permissible and
desirable. In order to ensure the long-term viability of the
Foundation, the value of its endowment must be preserved intact.
Changes in the composition of the Foundation's endowment are
permissible.
(2) The endowment of the Foundation may be
increased by additional contributions (sums of money, rights and
other items) made by donors or other persons. Unless donations are
explicitly allocated to the endowment (additions to the endowment),
they shall be used solely and directly for the purposes set forth
in Article 2.
Article 5
Investment of the endowment of the Foundation
The endowment of the Foundation shall be invested
at interest with minimum risk, according to the principles of sound
stewardship.
Article 6
Organs of the Foundation
The organs of the Foundation shall be the Board of
Trustees and the Board of Directors. The Board of Trustees may, in
agreement with the Board of Directors, appoint a Foundation Council
in accordance with the provisions of this Statute. A member of the
Board of Trustees may not at the same time be a member of the Board
of Directors or of the Foundation Council.
Article 7
Board of Trustees
(1) The Board of Trustees shall consist of at least
eight persons. It may be augmented by a further twelve members, who
are to be selected on account of their special knowledge and
suitability for realizing the purposes of the Foundation.
(2) The Board of Trustees shall consist of
institutional and elected members. The institutional members shall
consist of:
- the President of the International Tribunal for
the Law of the Sea;
- a representative appointed by the President of the University of
Hamburg;
- a representative appointed by the President of the Max Planck
Society for the Advancement of the Sciences, Munich.
The elected members shall consist of at least five
persons from among or appointed by the founders (establishing
founders and incremental founders), as well as other
members.
(3) The members of the first Board of Trustees
shall - except for the institutional members - be designated by the
donors who established the Foundation. Thereafter, the Board of
Trustees shall decide on the appointment and removal from office of
members of the Board of Trustees. Where there is good cause, the
Board of Trustees may, by decision, remove from office a member of
the Board of Trustees. This decision must be agreed to by all
members of the Board of Trustees, except for the member who is to
be removed from office.
If an elected member of the Board of Trustees
relinquishes his or her office, the remaining members of the Board
of Trustees shall immediately elect a replacement for the remainder
of the term of office of the departing member. The term of office
of the elected members of the Board of Trustees shall be four
years. Members may be re-elected. The term of office of the
institutional members of the Board of Trustees shall be
unlimited.
(4) The Board of Trustees shall adopt rules of
procedure that are compatible with this Statute. The Board of
Trustees may appoint a secretary from among its members to
coordinate and carry out its tasks.
(5) The Chairman of the Board of Trustees shall be
the President of the International Tribunal for the Law of the Sea,
who may also entrust the Chair to another member of the Board of
Trustees.
(6) Meetings of the Board of Trustees shall be
convened by the Chairman or at the request of at least one third of
the members. At least one meeting of the Board of Trustees shall
take place within the first six months of each calendar year.
(7) The Board of Trustees shall have a quorum if at
least half of its members are present at a meeting of the Board.
Decisions of the Board of Trustees shall be taken by a simple
majority of votes cast by the members taking part in the voting,
including those who have submitted their votes in writing. In the
event of a tied vote the presiding member shall have the casting
vote. A member of the Board of Trustees who cannot attend a board
meeting can authorize another board member who will be
participating to exercise the power of vote on his/her behalf. Each
board member is, however, restricted to voting on behalf of only
one absent member.
(8) Minutes of meetings shall be kept and shall be
signed by two members of the Board of Trustees.
(9) In the event of particular urgency or need, the
Board of Trustees may also decide in writing. In such a case all
members of the Board of Trustees must agree to this procedure.
Written communications may be transmitted by telecommunication.
(10) The members of the Board of Trustees shall
serve in an honorary capacity; they shall, however, be entitled to
reimbursement of expenses incurred by them in connection with the
performance of their duties. In addition, the Board of Trustees
may, in agreement with the relevant tax office and the authority
responsible for financial supervision, authorize the payment of an
appropriate fee to a member in connection with special assignments
with which that member is entrusted.
(11) Changes within the Board of Trustees shall be
notified to the supervisory authority without delay. The records of
elections, declarations of acceptance and other supporting
documents concerning the appointment of new members shall be
attached.
Article 8
Duties of the Board of Trustees
The Board of Trustees shall supervise the conduct
of business by the Board of Directors. In addition, it shall have
the following duties in particular:
- approval of the annual budget prepared by the
Board of Directors;
- supervision of the day-to-day financial affairs of the
Foundation;
- approval of the performance report of the Board of Directors for
the previous year;
- examination of the annual accounts;
- appointment of a competent auditor to audit the annual
accounts;
- appointment and removal from office of members of the Board of
Directors;
- amendments to this Statute in accordance with Article 16;
- winding up of the Foundation in accordance with Article 17.
Article 9
Board of Directors
(1) The business of the Foundation shall be
conducted by a Board of Directors, consisting of a Chairman, a
Vice-Chairman and a Treasurer as well as up to two
further members. The members of the Board of Directors shall
be appointed by the Board of Trustees. The term of office of a
member of the Board of Directors shall be three years. Members may
be reappointed. A member of the Board of Directors may at any time
be removed from office by a two-thirds majority of all the members
of the Board of Trustees.
(2) Notwithstanding the provisions of paragraph
(1), the first Board of Directors shall be appointed by the act of
foundation. The term of office of the Founder Board shall expire
once the Board of Trustees has appointed a Board of Directors.
(3) If a member of the Board of Directors resigns,
is incapable of acting or is removed from office, a replacement,
whose term of office shall be limited to the regular term of office
of the departing member, shall be appointed without delay by the
Board of Trustees (or the donors who established the Foundation,
should paragraph 2 apply). The other members of the Board of
Directors shall be informed immediately of the appointment of a
replacement.
(4) The members of the Board of Directors shall
serve in an honorary capacity; they shall, however, be entitled to
reimbursement of their expenses. Where attendance fees or expense
allowances are to be paid, the Board of Directors may issue
guidelines concerning these matters in agreement with the relevant
tax office and the authority responsible for supervising the
Foundation.
(5) The supervisory authority shall be informed
immediately of any changes in the Board of Directors. The record of
the election, the declarations of acceptance and other
documentation relating to changes in the Board of Directors shall
be attached to the information submitted to the supervisory
authority.
Article 10
Duties of the Board of Directors
(1) The Board of Directors shall deal with the
day-to-day business of the Foundation. It shall take decisions on
all questions associated with the conduct of business, unless
otherwise provided for in this Statute. It shall be responsible for
using the Foundation's resources economically and carefully.
(2) The Board of Directors shall conduct the
business of the Foundation in accordance with the purposes of the
Foundation and this Statute. Its duties shall consist, in
particular, of:
- managing the Foundation's endowment;
- reporting on the accounts concerning the Foundation's
activities;
- carrying out programmes and activities in accordance with
Article 2 of this Statute.
(3) The Board of Directors may transfer certain
duties to one or more of its members. It may also entrust some
management tasks to a suitable non-Board member against payment of
appropriate remuneration.
The Board of Directors shall prepare, before the
beginning of each financial year, a programme plan for the
following year, together with a budget containing the projected
income and expenditure for the following financial year. Within
three months of the end of the financial year, the Board of
Directors shall prepare a budget report, including reports on the
endowment of the Foundation, the achievement of the Foundation's
purposes and progress made in the pursuit of the objectives of the
Foundation. The report shall be examined by an auditor. The
examination must also cover the preservation of the endowment of
the Foundation and the use, in accordance with the Statute, of the
resources of the Foundation.
Article 11
Representation of the Foundation
The members of the Board of Directors shall
constitute the Board of Directors within the meaning of subsections
86, 26 of the BGB (German Civil Code). The Foundation may be
represented by two of them acting together.
Article 12
Decision-making by the Board of Directors
(1) At least two members of the Board of Directors
must be present for it to take its decisions. Unless otherwise
provided for in the Statute, decisions of the Board of Directors
shall require a simple majority of its members.
(2) Decisions of the Board of Directors shall be
recorded in writing and be signed by at least two members. A member
who is absent at the time of the decision shall be informed by the
other members of the Board of Directors without delay.
(3) In urgent cases the Board of Directors may take
decisions in writing. In such cases all members of the Board of
Directors must agree in writing to this procedure.
Article 13
Foundation Council
(1) The Board of Trustees may appoint a Foundation
Council. This shall be composed of:
- three judges of the International Tribunal for
the Law of the Sea;
- up to six academics active in the field of law of the sea or
oceanography;
- up to six people from the political, legal or business world who
are concerned with matters relating to peaceful coexistence among
nations and the legal and economic order of the seas.
(2) The term of office of members of the Foundation
Council shall be three years; members may be reappointed.
(3) The Foundation Council shall, in agreement with
the Board of Trustees, adopt rules of procedure that are in
accordance with this Statute.
Article 14
Duties of the Foundation Council
The Foundation Council shall advise and support the
Board of Directors and the Board of Trustees in the discharge of
their duties under this Statute. In particular, it shall make
recommendations on:
- the organization of courses of studies, symposia,
seminars, workshops and lectures in accordance with Article 2 of
this Statute;
- the use of financial resources required for the programmes of
the Foundation;
- publications in accordance with Article 2 of this Statute;
- publications and other materials to be made available to the
libraries at the seat of the International Tribunal for the Law of
the Sea.
Article 15
Financial year
The financial year shall be the same as the
calendar year.
Article 16
Amendments to the Statute and winding up of the Foundation
(1) Amendments to the Statute which do not affect
the purpose of the Foundation shall be permissible if they are
necessary for the sustained realization of the purpose of the
Foundation. They shall require a decision of the Board of Trustees,
by a majority of two thirds of its members.
(2) Amendments to the purposes of the Foundation or
the winding-up of the Foundation shall be permissible only if the
realization of the purposes of the Foundation has become impossible
or, owing to significant changes in the circumstances, no longer
makes sense. They shall require a decision of the Board of
Trustees, by a majority of two thirds of its members. The amended
purposes of the Foundation shall be as close as possible to the
original purposes of the Foundation.
(3) Decisions provided for in paragraphs 1 and 2
may not be taken contrary to the express will of the
establishing founders or of the Senate of the Free and
Hanseatic City of Hamburg (Senatskanzlei) and shall need to be
approved by the supervisory authority.
Article 17
Disposal of assets after winding up
(1) After winding up of the Foundation or if
tax-privileged purposes cease to exist, the remaining assets of the
Foundation shall be transferred, after settlement of all
liabilities, to another foundation with legal personality as
determined by the Board of Trustees. That foundation shall be
required to use the resources in accordance with this Statute
exclusively for charitable purposes.
(2) Decisions on the use of the assets in the event
of winding up of the Foundation or discontinuance of the purpose of
the Foundation on the basis of which tax concessions may be claimed
may be implemented only with the approval of the competent tax
authority.
Article 18
Supervision
The Foundation shall be subject to state
supervision in accordance with the law applicable in the Free and
Hanseatic City of Hamburg.
Article 19
Entry into force
This Statute shall enter into force on the day on
which it is recognized by the supervisory authority.
Hamburg, 10 December 2003
The donors establishing the Foundation:
HSH Nordbank AG
Leonhardt & Blumberg
Germanischer Lloyd AG
OPDR Oldenburg Portugiesische
Dampfschiffs-Rhederei GmbH & Co. KG
Jürgen Dipner, businessman