EFTA01120023

Charter of the International Peace Institute Vienna 
1. 
Name 
The name of the organisation shall be the "International Peace Institute" ("IPI"). 
2. 
Seat 
IPI shall have its corporate seat in Vienna. Austria. 
3. 
Establishment and Status 
1. 
IPI is an international non-governmental organisation (INGO) operated on a not-for-
profit basis. IPI is being incorporated by the decision of the Austrian Foreign Ministry 
dated June 11, 2010 pursuant to the Austrian Federal Act on the Granting of Privileges 
to Non-Governmental International Organisations (BGB1 1992/174). 
IPI has legal personality and has inter alia the capacity 
(a) 
(b) 
to contract, 
to acquire, hold and dispose of immovable and movable property, 
(c) 
to raise, manage and use funds in any currencies and to transfer its funds into and 
out of Austria, 
(d) 
to enter into cooperation agreements with states, international and non-
governmental organizations, any other public and private legal entities and with 
individuals, 
(0) 
to take such other action as may be necessary or useful for fulfilment of its purposes 
and activities. 
3. 
IPI shall operate in accordance with this Charter and shall solely and directly pursue the 
purposes and activities set forth herein on a not-for-profit basis for the public good. 
4. 
Mission, purpose and activities 
1. 
The purpose and mission of IPI are to promote the prevention and settlement of conflicts 
between and within states, to strengthen international peace and security institutions, to 
enhance multilateral security capacity and to promote health, poverty eradication and 
development worldwide. 
2. 
To achieve this purpose, IPI shall inter alia 
(a) 
undertake and facilitate policy research, strategic analysis, dialog and development 
on issues related to peace and security, global governance and health; 
(b) 
convene and organize conferences, seminars, workshops, discussions, training 
sessions, expert-briefings, presentations and other meetings; 
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(c) 
provide support to and cooperate with governments, the United Nations, 
international 
organisations, 
other 
non-governmental 
organisations, 
and 
international and national research institutions and policy programs, as well as with 
civil society and the private sector and other relevant actors at the global and 
regional levels on a range of regional and global security and health challenges; 
(d) 
publish research and analysis in the field of human and international security and 
health; 
(e) 
generate policy recommendations and disseminate research findings within the 
United Nations community and other international organisations as well as with 
academic, political and civil society circles and beyond to strengthen public 
awareness; and 
(f) 
do any and all lawful acts and things which may be necessary, useful, suitable or 
proper for the furtherance, accomplishment or attainment of any or all of the 
purposes of IPI. 
3. 
The funds for achieving its objectives may be raised by IPI in particular as follows: 
(a) donations and grants; 
(b) subsidies and funding from public and governmental sources; 
(c) fees and considerations for services; 
(d) earnings from assets: 
(e) bequest and legacy; and 
(t) other funding. 
4. 
IPI may carry out its activities all over the world. 
5. 
IPI is not formed for pecuniary profit or for financial gain and no part of the assets, 
income or profits of IPI shall be distributed to or inure to the benefit of any member, 
director or officer of IPI or any private individual (except that reasonable compensation 
may be paid for services rendered to or for IPI), and no member, director or officer of IN 
or any private individual shall be entitled to share in the distribution of any of the 
corporate assets on dissolution of 1PI. 
6. 
Notwithstanding any other provision contained herein, IPI shall not carry on any 
activities not permitted to be carried on by a corporation exempt from taxation under 
Sections 34ff. of the Austrian Federal Tax Code or Section 50I(c)(3) of the United States 
Internal Revenue Code (the "IRC) and the regulations promulgated thereunder as they 
now exist or as they may hereafter be amended, or any corresponding subsequent 
provisions. 
7. 
No substantial part of the activities of IPI will be the carrying on of propaganda or 
otherwise attempting to influence legislation (except to the extent it would be permitted 
by the IRC if IPI were recognized as a public charity) and no part of its activities will 
entail the participation or intervention in any political campaign by any means nor will 
IPI engage in any activity which would, in the opinion of the directors, jeopardize IPI's 
ability to obtain recognition of exemption from Austrian or United States Federal income 
taxation as a charitable organization. 
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5. 
Board of Directors 
1. 
poard of Directors: The Board of Directors ("Board") of IPI shall constitute its governing 
body. The Board shall have all powers and authority and competences to manage and 
represent IPI, and to direct and control the business, property and affairs of IPI. 
Number; initial Board; election: The Board shall have at least three members 
("Directors"). The names of the persons designated to act as the initial Board of Directors 
are: Terje Red-Larsen, Andrea Pfanzelter and David Win. Subsequent Directors shall be 
elected by the Board, either to replace current members leaving the Board or to designate 
additional members of the Board. 
3. 
Term of office: The term of office of the Directors shall be three years. Directors may be 
re-elected, subject to a limit of three consecutive terms (or up to nine years). A former 
Director may be elected to the Board following a period of at least three years from 
previous membership on the Board, subject again to a limit of three consecutive terms 
(or up to nine years). 
4. 
Resignation. removal: Any Director may resign at any time by delivering written notice 
to the Board. The Board shall be entitled to remove any Director during such Director's 
term of office for any reason the Board may deem valid with a two-thirds vote of the 
Directors present at a duly constituted meeting of the Board. 
5. 
Chairperson and officers: The Board may elect a Chairperson and a deputy Chairperson, 
a treasurer, a secretary and such other officers it shall deem necessary. The Chairperson 
shall be a Director; other officers may, but need not, be Directors. The duties and 
authority of the officers shall be determined from time to time by the Board. The Board 
shall be entitled to remove any officers for any reason the Board may deem valid. 
6. 
Rules of orocedure: The Board may adopt its own rules of procedure which may also 
provide for an assignment of responsibilities to certain Directors and officers and 
determine that certain transactions or certain types of transactions shall require the prior 
approval of the Board. Transactions outside the ordinary course of business of In shall 
in any event require the prior approval of the Board. 
7. 
Duties of the Board: The Board of Directors shall pursue the objectives and missions of 
the IPI in accordance with this Charter and applicable law. The Board shall have 
responsibility for the administration of funds and assets of IPI, an annual budget, 
independently audited annual financial statements, and any other requirements of 
applicable law or best practice, and may delegate to IPI's management the execution of 
these duties as deemed appropriate. 
8. 
Compensation: Members of the Board shall serve without compensation, but may be 
reimbursed for reasonable business expenses in connection with their duties and 
responsibilities as Directors. Compensation of officers and members of the management 
shall be determined by the Board. 
9. 
Signingauthority: The Board shall determine which Directors and officers have authority 
to represent IPI and to sign on its behalf, either individually or jointly as deemed 
appropriate for certain transactions or types of transactions. 
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6. 
Meetings and decisions of the Board 
1. 
Meetings of Directors: The Board shall hold regular meetings as required by the business 
of IPI or otherwise in the interest of IPI. The Board may set a schedule for regular 
meetings, in which case no notice of such regular meetings shall be required. A special 
meeting of the Board may be called at any time by any Director. 
2. 
Ouonun: At any meeting of the Board, the presence of at least two-thirds of the Directors 
shall be necessary to constitute a quorum. 
3. 
Majority: Unless otherwise provided for herein, resolutions of the Board shall be passed 
by simple majority of the votes cast. Each Director has one vote. 
4. 
Written Resolutions: Resolutions may also be adopted in writing (by circular resolution) 
including by e-mail or fax if no Director objects to this form of voting. 
5. 
form and °lace of meetings: Meetings of the Board may also take place outside of Austria 
and also via telephone, online or video conference or similar form of communication if 
no Director objects to this form of participation and vote. A Director who is unable to 
personally attend a Board meeting may exercise his or her voting rights via telephone, 
online or video conference or similar form of communication or may grant power of 
attorney to another Director for a specific meeting. Participation in this manner 
constitutes presence at a meeting. 
7. 
Advisory Councils 
The Board may establish an International Advisory Council and any additional advisory 
councils to support, advise and provide assistance to the Board, IPI and its officers. The 
members of the International Advisory Council shall be elected by the Board and shall be 
distinguished individuals. The International Advisory Council shall not be a corporate body of 
IPI. The Board shall have the power to remove members of the International Advisory Council 
for any reason the Board may deem valid. 
8. 
Fiscal Year 
The fiscal year of IPI shall be January I to December 31. 
9. 
Liability 
Every Director, officer, employee or agent of IPI, where acting on behalf of IPI, shall be entitled 
to be indemnified by IPI against all costs, charges, losses, expenses, liabilities and third parry 
claims incurred by, or raised, against him in the execution and discharge of his duties or in 
relation thereto, other than those caused by gross negligence, fraud or wilful misconduct of the 
respective person. The Board may purchase and maintain insurance for the benefit of any 
persons who are or were at any time Director, officer, employee or agent of IPI, including 
insurance against liability incurred by such persons in the actual or purported execution of their 
duties and/or exercise of their powers in relation to IPI. 
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10. Amendment 
This Charter may be altered, amended or repealed by the Board with a two-thirds vote of the 
Directors present at a duly constituted meeting of the Board called for that purpose with at least 
two weeks prior notice. 
11. Dissolution 
IPI may be dissolved by a resolution of the Board with a two-thirds vote of the Directors present 
at a duly constituted meeting of the Board called for that purpose with at least two weeks prior 
notice. In the event of a dissolution the Board shall (a) take care that IPI fulfills any unfulfilled 
obligations and commitments (including commitments to donors and other stakeholders) and 
(b) decide on the use of any remaining funds and assets of IPI which may, however, only be (i) 
used for not-for profit purposes as set forth in this Charter or (ii) transferred to another 
international organization or another non-governmental organization with like purpose and 
mission, subject to such legal approvals as may be required. 
This Charter of the International Peace Institute has been adopted by the Board on [•] July 
2014. 
6 
Andrea Pf. 
elter 
David Witt 
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