GLI—Constitutive Act and Rules

Constitutive Act and Rules of the Global Labour Institute Foundation in Geneva, of March 20, 1997.

On March 20 of the year one thousand nine hundred and ninety-seven, before Mr. Laurent Brechbühl, notary public in Geneva and undersigned, appeared: Mr Dan Gallin, General Secretary of the IUF (International Union of Food, Agricultural, Hotel, Restaurant, Catering, Tobacco and Allied Workers’ Associations), born on April 26, 1931, citizen of Chêne-Bourg (Canton of Geneva), resident of Carouge (Canton of Geneva), Rue de la Filature 21 requesting the undersigned notary herewith to draw up the legal document containing the statutes of the foundation which he proposes to establish, in conformity with the provisions of article 80 et seq. of the Swiss Civil Code, as follows:

Article One
A foundation under private law has been set up under the name “Global Labour Institute Foundation”, under the terms of articles 80 et seq. of the Swiss Civil Code.

Article Two
The foundation is based in Lancy (Canton of Geneva).

Article Three
The purpose of the foundation shall be:
a) to promote international solidarity among trade union organizations and between these and other organizations and institutions of civil society, so as to work together towards the realization of a democratic and ecologically viable world society, based on the principles of justice, liberty and the rule of law.
b) to combat all forms of exploitation and oppression.
c) to promote all measures of a nature to extend the decision-making powers of populations concerning the different aspects of their economic, social and political life.
d) to promote respect for democratic rights, especially freedom of association and expression and the right to strike.
e) to support populations in their struggle to achieve or to preserve their right to self-determination and the free expression of their national culture.
f) to promote equality between men and women in employment and occupation and in society and to combat all forms of discrimination on grounds of racial, ethnic, sexual, religious or cultural affiliations.
g) to support all efforts towards the establishment of a lasting peace based on freedom for all.

Article Four
In pursuit of these objectives, the foundation may:
issue publications;
conduct research;
organize or support unionization and/or education programmes;
organize meetings;
support trade union organizations or other bodies in civil society in activities consistent with the objectives of the foundation;
take any other action consistent with the objectives of the foundation.

Article Five
In pursuit of its objectives, the foundation may purchase, build or rent the requisite premises and materials, and appoint and train personnel to enable it to carry out its objectives. The foundation shall be a non-profit-making organization.

Article Six
The capital of the foundation shall be undetermined.
The founders shall award the foundation a starting capital of ten thousand francs.
This capital shall be augmented by income from assets as well as by donations, legacies and subsidies paid to the foundation. The capital may also be increased through fund-raising.

Article Seven
The resources of the foundation shall consist in:
periodical contributions pledged by individuals or institution such donations and legacies as it may receive;
subsidies paid to it by public authorities and by other public institutions;
the income from its assets;
remuneration paid to it for services provided to third parties;
income from its publications;
any other receipts or awards that it may receive.

Article Eight
The governing body of the foundation shall be the Foundation Board.
It shall comprise between two and thirteen members.
Board members shall be appointed by co-optation within the limits of the number quoted above.

Article Nine
The Foundation Board shall organize itself. It shall appoint from among its members its president, a secretary and a treasurer. These two latter offices may be held by one and the same person.

Article Ten
The Foundation Board shall meet as often as the affairs of the foundation require, but at least once a year, upon convocation by its president, or within a maximum of thirty days after at least two members have so requested.

Article Eleven
Decisions of the Foundation Board shall be taken by a simple majority vote by the members present. Should the votes be equal, the president shall have the deciding vote.
Minutes shall be taken of Foundation Board meetings. The minutes and extracts therefrom shall be signed by the president of the meeting and by the secretary.

Article Twelve
All decisions of the Foundation Board may be taken by correspondence. Decisions proposed by correspondence shall be addressed to the members of the Board by its president with the relevant comments.

Article Thirteen
The Foundation Board shall designate those of its members whose signature shall be binding on the foundation.

Article Fourteen
Foundation Board members may resign subject to three months’ notice in writing to be submitted to the president.

Article Fifteen
The fiscal year shall start on January 1 of each year and close on December 31. A balance sheet, a profit-and-loss statement and a management report shall be drawn up on the latter date.

Article Sixteen
The Foundation Board shall appoint one or more auditors, who shall not be members of the Board. To this end, it may appoint an auditing firm established in Switzerland. The auditor or auditors shall be appointed for a period of two years, and may be re-appointed. Within the three months following the end of each calendar year, the auditors shall prepare and present to the Board a written report the foundation’s accounts.

Article Seventeen
The foundation shall be dissolved under the circumstances specified in articles 88 and 89 of the Swiss Civil Code. In the event of dissolution, liquidation shall be effected in conformity with the directives of the Supervisory Authority, which shall give a ruling on the basis of a reasoned report from the Foundation Board and the governing body. The same rule shall apply in the case of a merger. In the event of the dissolution of the foundation, its assets shall be used in conformity with its objectives and awarded to one or more institutions or organizations with objectives that are similar to or compatible with those of the foundation as defined in Article Three of the statutes. Under no circumstances shall the assets of the foundation be awarded to its founders nor shall they be used, wholly or in part, in any manner, to their benefit.