I. DILA CONSTITUTION
1. The name of the Stichting shall be the Stichting Foundation for the Development of International Law in Asia (“the Foundation”) and shall have its seat in The Hague.
2. The Foundation is established for an indefinite period.
II. AIMS AND PURPOSE
The aims and purposes of the Foundation are:
a. promotion of the study and analysis of topics and issues in the field of international law, in particular from an Asian perspective;
b. promotion of the study of, and the dissemination of knowledge of, international law in Asia;
c. promotion of contacts and cooperation between persons and institutions actively dealing with questions of international law relating to Asia.
1. The foundation shall pursue its aims and purposes by legal means, either on its own or in cooperation with others.
2. In particular, the Foundation shall pursue those aims and purposes through publication of an Asian Yearbook of International Law.
III. BASIC POLICIES
1. The Foundation has no political or ideological affiliation or bias.
2. The Foundation shall foster the free expression and 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 Asia are maintained.
3. The language of official communications by or under the auspices of the foundation shall, as a rule, be English.
4. The Foundation shall encourage participation in activities by persons of recognized competence in international law. Selection of such participants, including contributors to the Asian Yearbook of International Law referred to in Article 3, shall be made with strict impartiality, by reference to quality of scholarship only. 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, when dealing with any matter shall, before resorting to a vote, make every effort to reach a conclusion through cooperation and consensus.
1. The Foundation is a non-profit organization.
2. The Foundation may receive any legally-permissible form of income including any grant, subsidy, donation, or legacy by testamentary disposition, and any income resulting from its activities.
3. No grants subsidies, donations or legacies shall be received under conditions which would restrict the Foundation in its liberty of action in accordance with the policy 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, accompanied by an audit report by a qualified accountant, be submitted to the 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 19.
V. GOVERNING BOARD
1. The Governing Board of the Foundation (the Board) shall have the exclusive competence to organize and supervise the activities of the Foundation. It shall act in accordance with the basic policies set forth in Article 4.
2. The Board may take decisions on any matters related to the activities of the Foundation not specifically assigned to another organ.
3. If a difference of opinion should arise as to the meaning of any provision of this constitution, the Board’s decision thereon shall be authoritative.
1. The Board shall consist of up to 20 persons of recognized competence in international law. At least two-thirds of the members of the Board shall be nationals of Asian countries.
2. The Board shall decide on the number of its members by unanimity, taking into account the provisions of paragraph 1 of this article.
If one or more vacancies occur, the remaining members (or member) of the Board shall take the necessary decisions within two months in order to fill these vacancies in accordance with Article 13.
Membership of the Board shall terminate:
a. By death;
b. By resignation;
c. By expiration of a term of membership where such term has been established by the Board;
d. 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 constitution, or has acted negligently.
1. The Board shall elect its Chairman, who shall convene and preside at all meetings of the Board. The Board shall also elect one or more Vice-Chairmen 4 one of whom shall convene and preside at meetings of the Board if for any reason the Chairman is temporarily unable to do so.
2. The Board is entitled to enter into transactions for the acquisition, conveyance, or mortgage of property.
3. The Chairman of the Board or if he is temporarily unable to act, one of the Vice-Chairmen duly appointed by the Board for the purpose, shall be representative of the Foundation in any legal transaction and legal proceedings.
The Board shall appoint an Executive Committee which shall consist of the Chairman and two other members of the Board, delegate to that Committee any or all of the functions of the Board, except those in connection with which decision by two-thirds majority is prescribed pursuant to Article 13.
The composition of the first Governing Board is set forth in this instrument.
The Board shall take its decisions by majority of the votes of its members, except that for decisions relating to the following matters the votes of two-thirds of its members, including the votes of two thirds of the members with nationalities of Asian countries, shall be required:
a. modification of the constitution of the Foundation;
b. relocation of the seat of the Foundation;
c. selection of a new member of the Board pursuant to Article 8;
d. the determination referred to in Article 9, sub-paragraph (iv);
e. winding-up the foundation pursuant to Article 19.
The Board may adopt decisions without meeting, and shall for that purpose establish a procedure for voting by mail or by electronic means.
VI. PUBLICATION OF ASIAN YEARBOOK OF INTERNATIONAL LAW
1. For the purpose of publishing the Asian Yearbook of international Law, the Board shall appoint:
a. an Editorial Board; and
a. an Editor-in-Chief and such other members of the Editorial Board as recommended by the Editor-in-Chief.
2. The Board shall appoint to the Editorial Board, persons of recognized competence in international law.
The provisions of Articles 8 and 9 shall apply mutatis mutandis to action by the Board concerning membership of the organs listed in Article 14.
1. The Board shall appoint an Advisory Board which shall comprise up to 9 eminent scholars or practitioners of international law to furnish advice and suggestions to the Governing Board and/or the Editorial Board.
2. The term of the Advisory Board shall run concurrently with that of the Governing Board. All members of the Advisory Board are eligible for reappointment.
The Editorial Board shall establish editorial policy, and shall have overall responsibility for the maintenance and improvement of the quality of the Yearbook.
1. The General Editor/Committee of General Editors shall have primary responsibility for:
a. the proper implementation of the editorial policy established pursuant to Article 17;
b. all management activities relating to the printing and publication of the Yearbook;
c. ensuring, in particular, that each Yearbook contains contribution of the highest level of scholarship and of lasting value.
2. Any decision of the General Editor/Committee of General Editors concerning the quality of material submitted for publication in the Yearbook shall be final and binding.
3. The General Editor/Committee of General Editors shall, in the discharge of their functions, be accountable to the Editorial Board.
4. The General Editor/Committee of General Editors may appoint editorial correspondents able to supply advice or materials relating to a particular country, group of countries or region, as well as such other assistants or associates as may be necessary for the proper performance of their editorial functions.
VII. WINDING UP
The Board of the Foundation may decide to wind up the Foundation:
a. If it determines that the aims and purposes set forth in Article 2 can no longer be achieved or implemented; or
b. If it determines that it would be more likely that those aims and purposes would be best achieved or implemented if activities herein defined or referred to were to be carried out by an institution established in a country in Asia.
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 circumstances referred to in sub-paragraph 1(i), to an institution with aims and purposes similar to those of the Foundation; and in the circumstances referred to in sub-paragraph 1(ii), to the institution referred to therein.