Statutes

CHAPTER I

CONSTITUTION, NAME, AIM, HEADQUARTERS, DURATION

Article 1

NAME

Under the name of the Foundation for Buildings for International Organisations “FIPOI”, the Confederation and the Canton of Geneva create a private-law foundation governed by article 80 onwards of the civil code, as well as by the following statutes.

SURVEILLANCE AUTHORITY

The foundation is placed under the surveillance of the Federal Authority of Foundations Surveillance of the Confederation.

Article 2

1.1 The foundation’s aim is to make buildings in the Canton of Geneva available to the following institutional beneficiaries, if they hold a privileged status in accordance with the act of the 22nd June 2007 on the Host State (LEH, RS 192.12):

a) intergovernmental organisations (art. 2, al. 1, let. a, LEH);
b) international institutions (art. 2, al. 1, let. b, LEH);
c) secretariats or other organs created by an international treaty (art. 2, al. 1, let. i, LEH);
d) international tribunals (art. 2, al. 1, let. k, LEH).
e) quasi governmental international organisations (art. 2, al. 1, let. c, LEH);

 1.2 The foundation can, exceptionally, make reception centres available to the following institutional beneficiaries, as defined in the Host State Act (HSA), if they have a privileged status in accordance with the HSA:

a) international conferences (art. 2, al. 1, let. h, LEH);
b) independent commissions (art. 2, al. 1, let. j, LEH);
c) arbitral tribunals (art. 2, al. 1, let. l, LEH).
d) other international organisms (art. 2, al. 1, let. m, LEH).

 1.3 The foundation can, exceptionally, make available or rent out reception centres for other international meetings taking place in the Canton of Geneva, as well as to non-governmental international organisations. (art. 24, al. 2, LEH).

2.To this end, the foundation can:

  • build or buy its own properties;
  • construct buildings on behalf of the institutional beneficiaries ;
  • provide construction loans to institutional beneficiaries ;
  • let and sub-let properties, and, if necessary, manage them ;
  • advise institutional beneficiaries on the construction and maintenance of buildings.

3. The foundation can, exceptionally, in cases when the interests of the Swiss host policy requires it, exercise its activities on behalf of the institutional beneficiaries mentioned in paragraphs 1.1 and 1.2 of the present article, in other cantons which host such institutional beneficiaries. Once the decision of principle has been taken by the foundation, the representatives of the cantonal authorities involved can be invited to participate, with a consultative vote, in the deliberations of the Foundation Council to discuss the said activities.
 

4. with the agreement of the Council of Foundation, the Foundation is entitled to treat all activities of management and advice in the real estate field in relation to the International Geneva.

 

5. The foundation does not try to make a profit from its activities.

Article 3

HEADQUARTERS

The foundation headquarters are in Geneva.

Article 4

DURATION

The foundation’s duration is undetermined.

CHAPTER II

CAPITAL  AND RESOURCES

Article 5

1. The foundation’s capital is constituted of an allocation of 100,000 CHF contributed in equal parts by the Confederation and the Canton of Geneva.

RESERVES AND DONATIONS

2. Any non-allocated reserves as well as all donations and bequests accepted by the Council are also considered as capital.

Article 6

RESOURCES

1. Other than the foundation’s own resources from rent and return on its assets, the funds needed by the foundation are provided when necessary, and providing the founders agree, in the form of loans, grants and allocation of land with surface rights which are either free or to be paid for.

2. Actions taken to cover building administrative, operational or maintenance costs, as well as to create reserves are not considered as having a profitable aim. 

CHAPTER III

ORGANISATION

Article 7

ORGANS

The organs of the foundation are:

   a) the Foundation Council
   b) the Foundation Management
   c) the Financial Commission
   d) the Technical Commission
   e) the Revision Body

SECTION 1

LE CONSEIL DE FONDATION

Article 8

NOMINATIONS

1. The foundation is administrated by a Foundation Council of six members of which:
    a) three are nominated by the Federal Council ;
    b) three are nominated by the State Council of the Canton of Geneva.

2. The Federal Council and the State Council of Geneva also nominate three deputy members each.

3. The members and the deputies are nominated for a period of four years and can be re-elected.

4. The Foundation Council designates a chair and a vice-chair from within its members.

5. The chair alternates each year to represent the two founders. If the chair is a representative of the Confederation, the vice-chair must be a representative of the Canton of Geneva, and vice versa.

6. The members of the Foundation Council and their deputies can be accompanied by counsellors or consultants: the latter, however, have no right to vote.

Article 9

REMIT

1. The Foundation Council is the foundation’s central body. It is invested with the powers necessary to administrate the foundation.

2. It has the following remit:

a) enacting the necessary decrees in order to ensure the foundation’s activities, especially internal regulation;

b) nominating the director and, if necessary, his/her replacement;

c) representing the foundation when meeting third parties ;

d) approving the budget and acknowledging financial planning;

e) fat the end of each calendar year, drawing up a balance sheet of the assets and debts , and an account of the losses and profits made, in accordance with the rules  of commercial accountancy, as well as a management report. These accounts and the management report are passed on to the surveillance authority after being approved by the Foundation Council, in the semester following the end of the exercise ;

f) ruling on all acquisitions, sales or rental of buildings, as well as the establishment of surface or other rights;

g) approving all loans;

h) approving any mortgage loans on the foundation’s property;

i) approving the conditions for letting or sub-letting properties;

j) approving the acceptance of donations and bequests;

k) deciding employment policy and establishing the pay grades of staff;

l) identifying the people authorised to represent the foundation and to make commitments to third parties and giving said people individual or collective signing authority;

m) ensuring the planning of the institutional beneficiaries’ needs, in line with the foundation’s aims.

Article 10

CONVOCATION

1. The Foundation Council meets as often as the foundation’s needs require, and at least twice a year. The first meeting must be held at the latest within the four months following the end of the calendar year.

2. It can be convened by the chair or at the request of at least three members.

Article 11

DECISIONS

1. The Foundation Council can only validly deliberate if the majority of members are present. Decisions are taken by a majority of members present; in cases of equal numbers of votes, the chair’s decision is predominant.

2. However, decisions relating to article 9, letters g, h, i and j, are only valid if they have the votes of at least four members of the Foundation Council.

3. Any proposal on which all members of the Foundation Council are asked to comment through writing and which is unanimously approved by the members is equal to a decision taken in a regular meeting of the Foundation Council.

4. The deputy members take part in meeting with consultative votes. In the case of the absence of one of the members, their deputy will vote in their place.

MEETING MINUTES

5. Minutes are taken at each Foundation Council meeting. These minutes are submitted for approval to the Council and signed by the chair and the director or by all other members that the Council has designated to replace them if they are absent.

SECTION 2

THE FOUNDATION DIRECTOR

Article 12

CAPACITY

The director’s capacities are fixed by specifications adopted by the Foundation Council.
 
SECTION 3

THE FINANCIAL COMMISSION

Article 13

COMPOSITION, CAPACITIES AND CHAIRMANSHIP

1. The Financial Commission is composed of two people chosen from within the members and deputies of the Foundation Council, which is to say:

    a) one representative of the Confederation
    b) one representative of the Canton of Geneva

    The director of the FIPOI and his aides take part in deliberations.

2. It can call upon experts.

3. Its capacities are established through regulation.

4. The chairmanship of the Financial Commission changes every two years and alternates between the two members.

5. A representative of the Federal Department of Foreign Affairs can take part, in a consultative role, in the deliberations of the Financial Commission.

6. Before submitting a proposal to the Foundation Council with technical implications, the Financial Commission needs the agreement of the Technical Commission and must mention this in its report.

 
SECTION 4

THE TECHNICAL COMMISSION

Article 14

COMPOSITION, CAPACITIES AND CHAIRMANSHIP

1. The Technical Commission is composed of two people chosen from within the members and deputies of the Foundation Council, which is to say:

  a) one representative of the Confederation
  b) one representative of the Canton of Geneva

The director of the FIPOI and his aides take part in deliberations.

2. It can call upon experts.

3. Its capacities are established through regulation.

4. The chairmanship of the Technical Commission changes every two years and alternates between the two members.

5. A representative of the Federal Department of Foreign Affairs can take part, in a consultative role, in the deliberations of the Technical Commission.

6. Before submitting a proposal to the Foundation Council with financial implications, the Technical Commission needs the agreement of the Financial Commission and must mention this in its report.
 

SECTION 5

THE REVISION BODY

Article 15

COMPOSITION, REPORT

 

The Swiss Federal Audit Office assures the annual audit of the foundation’s accounts. A report is established each year intended for the Foundation Council and the surveillance authority.

CHAPTER IV

STATUTE MODIFICATION, DISSOLUTION AND LIQUIDATION

Article 16

STATUTE MODIFICATION

1. The Foundation Council can submit to the Surveillance Authority proposals for modification of the present statutes with the agreement of at least four of its members.

2. The application of articles 85 and 86 of the civil code is reserved.

Article 17

DISSOLUTION OF THE FOUNDATION

If the Foundation is dissolved, the liquidation will be undertaken by the Federation Council, which can entrust said liquidation to one or more liquidators, unless the surveillance authority decides otherwise.

Article 18

LIQUIDATION

After liquidation, the foundation’s assets will be returned to the Confederation and the Canton of Geneva, according to criteria which will be defined by the Confederation and Canton of Geneva at the time of liquidation.

Article 19

COMPULSORY CLAUSE

All preceding statutes of the Foundation for Buildings for International Organisations of the 1st June 2004 are abrogated.

Article 20

 

ENTRY INTO FORCE

The present statutes enter into force the 6th December 2013.

 
             Chair                                              Vice-Chair

  François LONGCHAMP                       Alexandre FASEL


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