ICLEI
Local Governments for Sustainability
Founded 1990 as theInternational Council for Local Environmental Initiatives

Charter
Charter Revision 2011
approved by the ICLEI Council on 21 October, 2011

Revised and approved by consensus by IOMC
on 1 June 2011
Revised and approved by consensus by
Executive Committee on 6 June 2011
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Article 1. Name, Seat and Purposes .............................................................................................4
Charter 1.1 - Name ........................................................................................................................4
Charter 1.2 - Seat ...........................................................................................................................4
Charter 1.3 - Mission .....................................................................................................................4
Charter 1.4 - General Mandate ....................................................................................................4
Charter 1.5 - Work Mandate ........................................................................................................4
Charter 1.6 - Representation Mandate ........................................................................................5
Charter 1.7 - Principles .................................................................................................................5
Article 2. The Association and its Members ................................................................................6
Charter 2.1 – Definitions ...............................................................................................................6
Charter 2.2 – Eligibility for Membership ....................................................................................7
Charter 2.3 - Obtaining Membership ..........................................................................................7
Charter 2.4 - Termination of Membership ..................................................................................7
Charter 2.5 – Obligations of Members ........................................................................................7
Charter 2.6 – Opportunities of Membership ...............................................................................7
Article 3. Council ...........................................................................................................................7
Charter 3.1 – Mandate and powers of the Council .....................................................................7
Charter 3.2 – Constitution and term of the Council ...................................................................8
Charter 3.3 - Meetings of the Council ..........................................................................................8
Charter 3.4 - Procedure .................................................................................................................8
Article 4. Executive Committee ....................................................................................................8
Charter 4.1.– Executive Committee .............................................................................................8
Charter 4.2 – Regional Executive Committees............................................................................8
Charter 4.3 – Global Executive Committee .................................................................................9
Charter 4.4 - Eligibility for Regional or Global Executive Committee ....................................9
Charter 4.5 - Geographical Representation ................................................................................9
Charter 4.6 – Office .....................................................................................................................10
Charter 4.7 - Vacant Seats ..........................................................................................................10
Charter 4.8 - President, First Vice President, Vice President .................................................10
Charter 4.9 – Meetings and decision making ............................................................................10
Charter 4.10 - Management Committee ....................................................................................10
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Charter 4.11 – Committees .........................................................................................................10
Article 5 – Special bodies .............................................................................................................10
Charter 5.1 – Initiation ................................................................................................................11
Charter 5.2 – Terms of Reference ..............................................................................................11
Article 6 – Partners ......................................................................................................................11
Charter 6 - Partners.....................................................................................................................11
Article 7. Secretary General........................................................................................................11
Charter 7.1 – Appointment .........................................................................................................11
Charter 7.2 – Powers of the Secretary General ........................................................................11
Charter 7.3 Offices .......................................................................................................................12
Article 8. Legal provisions...........................................................................................................12
Charter 8.1 - Liabilities and Legal Affairs ................................................................................12
Charter 8.2 – Dissolution and Liquidation ................................................................................12Page 3 of 12

Charter
The Charter serves as the primary statute of the association.

Article 1. Name, Seat and Mandate
Charter 1.1 - NameICLEI – Local Governments for Sustainability (hereafter referred to as the “Association”) wasestablished as an international local government association in the year 1990. From its founding
until 31 December 2003, the Association bore the name “International Council for Local
Environmental Initiatives (ICLEI)”.

Charter 1.2 - Seat
The Association’s seat shall be the location of its international headquarters (World Secretariat).

Charter 1.3 - Mission
The Association’s Mission shall be to build and serve a worldwide movement of local
governments to achieve tangible improvements in global sustainability with special focus onenvironmental conditions through cumulative local actions.

Charter 1.4 - General Mandate
The Association shall build an active and committed municipal membership of local spheres ofgovernment (local and regional governments and authorities) as well as international, regional,
national and sub-national local-government associations.

Charter 1.5 - Work Mandate
To support its members, the Association shall:(a) mobilize and provide support to local-level initiatives that address specific priority problemsof local and global significance;(b) help develop and strengthen local capacity and expertise;(c) support networking among and exchange of experiences between local governments,
especially between developing and industrialized countries;(d) work with groups of local governments and partner organizations in order to research,develop, pilot and implement local initiatives for sustainability;(e) function as a clearinghouse for information, and as a training center, on local sustainable
development and environmental policies and programs;(f) provide technical support services and consultancy to aid the implementation of local
sustainable development and environmental policies and programs;(g) evaluate and report on the impacts of local actions;Page 4 of 12

(h) work with private corporations and research institutes to develop and exchange
environmental knowledge and appropriate environmental technologies;(i) promote the role of local government as a necessary innovator and implementer ofsustainable development and environmental policy;(j) campaign for meaningful policy making authority for, and adequate resourcing of, local
governments; and(k) raise and dispense of funds to fulfill the purposes of the Association.

Charter 1.6 - Representation Mandate
The Association shall serve as an international representative for its members and program
participants by providing advocacy before national and international governments, agencies andorganizations and multilateral bodies to increase their understanding and support for local
sustainable development and environmental protection activities. Through such advocacy, theAssociation will work to achieve an effective division of responsibilities and resources forsustainable development and environmental protection between the various spheres ofgovernment.

Charter 1.7 - Principles
The Association shall promote, and ask its individual members to adopt, the following Earth
Charter Principles to guide local action:(1) Respect Earth and life in all its diversity.
(2) Care for the community of life with understanding, compassion, and love.
(3) Build democratic societies that are just, participatory, sustainable, and peaceful.
(4) Secure Earth’s bounty and beauty for present and future generations.
(5) Protect and restore the integrity of Earth’s ecological systems, with special concern forbiological diversity and the natural processes that sustain life.
(6) Prevent harm as the best method of environmental protection and, when knowledge islimited, apply a precautionary approach.
(7) Adopt patterns of production, consumption, and reproduction that safeguard Earth’s
regenerative capacities, human rights, and community well-being.
(8) Advance the study of ecological sustainability and promote the open exchange and wide
application of the knowledge acquired.
(9) Eradicate poverty as an ethical, social, and environmental imperative.
(10) Ensure that economic activities and institutions at all levels promote human development in
an equitable and sustainable manner.
(11) Affirm gender equality and equity as prerequisites to sustainable development and ensure
universal access to education, health care, and economic opportunity.
(12) Uphold the right of all, without discrimination, to a natural and social environment
supportive of human dignity, bodily health, and spiritual well-being, with special attention to therights of indigenous peoples and minorities.

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(13) Strengthen democratic institutions at all levels, and provide transparency and accountability
in governance, inclusive participation in decision making, and access to justice.
(14) Integrate into formal education and life-long learning the knowledge, values, and skills
needed for a sustainable way of life.
(15) Treat all living beings with respect and consideration.
(16) Promote a culture of tolerance, nonviolence, and peace.
The Association shall develop, and encourage its members to use, a framework for measuringperformance in the area of sustainable development and environment.

Article 2. The Association and its Members
Charter 2.1 – Definitions“Association”:
The ICLEI Association is composed of the entirety of all its Members and is governed by theCouncil, the Global Executive Committee and Regional Executive Committees;“Members”:
The members of the Association are public authorities from local spheres of government as
stipulated in Article 2.2;
“Council”:
The Council represents ICLEI’s global membership by way of representative democracy. It is
the supreme decision-making and oversight body of the global association. The Council isregulated in Article 3;“Regional Executive Committee”:
The Regional Executive Committee is the regional representation and policy-making body of theMembers of the Association in a given region as defined by the By-Laws. The Regional
Executive Committees are regulated in Article 4.2;
“Global Executive Committee”:
The Global Executive Committee is the representation of the Members of the Association at
global level. The Global Executive Committee is regulated in Article 4.3.
“Community”:
A Community is a group of Members of the Global Association who share a specific set offeatures and goals.
“Termination”:
Termination is the cessation of all business, service and administrative relationships with the
Global Association and its Affiliates.

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Charter 2.2 – Eligibility for Membership
Members of the Association shall be local spheres of government (local and regional
governments and authorities), as defined in the particular country, and international, regional,
national and sub-national associations of such municipal governments and authorities, which
support the Association’s mission, mandate and principles as stated in the Charter. In case of
doubt the Global Executive Committee determines the eligibility for membership of a type ofgovernment or authority in a country.

Charter 2.3 - Obtaining Membership
Membership may be requested by submitting an application, through which process the Charteris explicitly accepted, and paying an annual dues fee. The Global Executive Committee reviews
applications and accepts or rejects the application according to criteria specified in the By-Laws.
Membership becomes effective with acceptance in writing by the Association and receipt of thefirst annual (12-month period) dues fee.

Charter 2.4 - Termination of Membership
A Member may terminate membership by notifying the Association in writing. Membership canalso be terminated by the Association if the requirements for membership are not met.
Membership expires with the end of the period for which the membership fee has been paid.

Charter 2.5 – Obligations of Members
Members shall pay an annual dues fee. The membership dues structure and procedures shallbe regulated in the By-Laws. Further obligations of membership shall be regulated in the ByLaws.

Charter 2.6 – Opportunities of Membership2.6.1 - The Association shall offer Members access to opportunities for networking, peer-topeer learning, innovation, and participation in programs to enhance their performance.
2.6.2 - The Association shall organize and facilitate Communities of Members and/or theirpolitical leaders, planners and other representatives.

Article 3. Council
Charter 3.1 – Mandate and powers of the Council
3.1.1 - The Council represents ICLEI’s global membership by way of representative democracy.
It is the supreme decision-making and oversight body of the global association.
3.1.2 - The Council shall:(a) have sole power to amend or revise this Charter;(b) elect members to the ICLEI Global Executive Committee;(c) establish directions for the Association and adopt the ICLEI Strategic Plan;
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(d) deal with all matters placed on its agenda

Charter 3.2 – Constitution and term of the Council
3.2.1 - The Council is composed of all those members who have a seat in the ICLEI Regional
Executive Committees as stipulated in Article 4.2.8.
3.2.2 - The Council is established through a declaration by the Secretary General that theRegional Executive Committees have been established. In case the establishment of one ormore Regional Executive Committees experiences a delay, the Council is established if at least
two thirds of the Regional Executive Committees are established.
3.2.3 - The Council serves for a three-year term from the moment of the Secretary General’sdeclaration as stipulated in Article 4.2.6.

Charter 3.3 - Meetings of the Council
3.3.1 - A regular meeting of the Council shall be held every three years.
3.3.2 - The Council can convene for extraordinary meetings.

Charter 3.4 - Procedure
Council Meetings shall be chaired by the President or First Vice President. The procedure shallbe determined in the By-Laws.

Article 4. Executive Committee
Charter 4.1.– Executive Committee
The Association shall set up a maximum of nine Regional Executive Committees and one
Global Executive Committee.

Charter 4.2 – Regional Executive Committees
4.2.1 - The Association shall set up a maximum of nine ICLEI Regional Executive Committees
in accordance to Article 4.5.1.
4.2.2 - Each Regional Executive Committee shall nominate one representative to the Global
Executive Committee according to Article 4.3.5
4.2.3 - The Regional Executive Committee is the regional representation of the Members of the
Global Association in a given region, both generally and before regional institutions.
4.2.4 - Each Regional Executive Committee shall consist of three to five Members who shallserve the Association in that region on the basis of pre-defined portfolios of activity and interest,
two of whom shall be elected Chair and Vice Chair.
4.2.5 - The members of a Regional Executive Committee are appointed by the Members of the
Association in that region from a list of candidates from that region.
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4.2.6 - The term of the Regional Executive Committee is three years.
4.2.7 - The Regional Executive Committee in a region shall regularly meet with the Secretary
General’s Regional Director or other appropriate designate in the region for consultation on how
they can politically support the regional implementation of the Strategic Plan.
4.2.8 - The entirety of members of the Regional Executive Committees form the Council.
4.2.9 - The procedures are stipulated in the By-Laws.

Charter 4.3 – Global Executive Committee
4.3.1 - The Association shall have one ICLEI Global Executive Committee.
4.3.2 - The Global Executive Committee is the representation of the members of the
Association at global level, both generally and before global and international institutions.
4.3.3 - The Global Executive Committee is the only body other than the Council in a Council
Meeting that has the power to decide policy for the Association.
4.3.4 - The Global Executive Committee shall have:(a) the sole power to adopt and amend the By-Laws of the Association,(b) the power to call meetings of the Council,(c) the power to appoint and remove the Secretary General, and to approve theestablishment of regional, sub-regional and country offices.
4.3.5 - Each Regional Executive Committee shall appoint one member to the Global Executive
Committee, for a maximum of 9 Regional Seats. In addition, the Global Executive Committee
will have a number of Portfolio Members who shall serve the Association at the global level
elected by the Council of the Association from a list of candidates nominated by the Secretary
General.
4.3.6 - The President of the Association shall serve as chair, and the First Vice President as
Vice Chair of the Global Executive Committee.
4.3.7 - The term of the Global Executive Committee is for three years.

Charter 4.4 - Eligibility for Regional or Global Executive Committee
4.4.1 - Executive Committee members shall preferably be officials (elected or appointed) of
dues-paying Members of the Association. In case certain portfolios of activity and interest
require special competence, other candidates shall also be eligible for appointment to an
Executive Committee.
4.4.2 - Executive Committee members are required to sign the Code of Honor.
4.4.3 - Provisions regarding the termination of a mandate shall be made in the By-Laws.

Charter 4.5 - Geographical Representation
4.5.1 - A maximum of nine Regional Executive Committees shall be set up with, preferably,
one in each of the regions stipulated in the By-laws.
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4.5.2 - Upon proposal by the Secretary General, the Global Executive Committee shall decide,for next term, the number of Regional Executive Committees to be set up as well as in which
regions or, as the case may be, in which sub-regions.
4.5.3 - Details are to be regulated by the By-Laws.

Charter 4.6 – OfficeMembers of the Global or Regional Executive Committee shall hold office for a three-year termfrom the date of a Council Meeting to the subsequent Council Meeting, or until the successor
Global or Regional Executive Committee takes office.

Charter 4.7 - Vacant Seats
In the case that a seat is left vacant by resignation, death or removal, such vacancy shall befilled for the remainder of the term of office through appointment by the Global or Regional
Executive Committee respectively. Geographical and gender representation shall be considered.

Charter 4.8 - President, First Vice President, Vice President
The Association shall have a President, a First Vice President and two Vice Presidents who
shall be elected by the Global Executive Committee from among its members. The President,
and in her/his absence one of the Vice President, represents the Association politically andchairs the meetings of the Executive Committee and the Council.

Charter 4.9 – Meetings and decision making
The Global and Regional Executive Committee shall hold a regular annual meeting once a year.
Extraordinary meetings may be called as required.

Charter 4.10 - Management Committee
4.10.1 - The Global Executive Committee establishes a Management Committee.
4.10.2. - The Management Committee shall:(a)oversee the legal, financial and personnel affairs of the Association;(b)
serve as body for arbitration to resolve conflicts between ICLEI corporations.
Powers are delegated by the Global Executive Committee through the By-Laws.
4.10.3 - The Management Committee shall consist of appointed members from the Global
Executive Committee.
4.10.4 - Details are regulated in the By-Laws.

Charter 4.11 – Committees
The Global Executive Committee shall have the power to establish standing committees,
advisory groups, and ad hoc committees and appoint the chairpersons thereof.

Article 5 – Special bodies

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Charter 5.1 – Initiation
The Association may initiate or create, and support or administer, special bodies alone or incooperation with other organizations.

Charter 5.2 – Terms of Reference
The Executive Committee shall establish Terms of Reference for such bodies.
Information:
5.1.a - As of May 2011, ICLEI has initiated and serves as the Secretariat for thefollowing bodies:(a) World Mayors Council on Climate Change(b) Global Alliance for EcoMobility

Article 6 – Partners
Charter 6 - Partners
6.1.1 - The Association may work with non-Member partners in fulfillment of its Mission and
Mandate. Partnerships shall be defined and formalized through Memoranda of Understanding.
6.1.2 - The Association maintains special partnership arrangements for Associate Partners andCorporate Partners. These are non-exclusive, long-term relationships with non-Member parties
engaged in the purpose of fulfilling the ICLEI Mission and Strategic Plan. Categories ofPartnerships as well as rights and duties of Partners shall be defined in the By-Laws.

Article 7. Secretary General
Charter 7.1 – Appointment
A Secretary General shall be appointed by the Global Executive Committee.

Charter 7.2 – Powers of the Secretary General
The Secretary General shall serve as the chief executive officer of the Association and may
exercise all of the powers of the Association, except those powers reserved for the Council, theGlobal Executive Committee and for the Members of the Association by this Charter, the ByLaws, or by law.
These powers shall include:(a) the global representation of the Association;(b) the direction of the Association's World Secretariat, international, regional and country
offices and agents to ensure the fulfillment of the Association’s mandate and the implementationof the Strategic Plan and annual work programs,

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(c) the assignment of tasks and portfolios to Regional Seats of the Global Executive Committee
in the interest of the Association;(d) the preparation and execution of the annual budget and work plans;(e) the establishment of management procedures and policies; and(f) the appointment and dismissal of staff.

Charter 7.3 Offices
7.3.1 - The Secretary General shall direct the World Secretariat as the Association’s
international headquarters.
7.3.2 - The Secretary General may establish regional, sub-regional and country offices,appoint regional, sub-regional and country representatives and delegate powers to these.
7.3.3 - The establishment of regional, sub-regional and country offices requires approval by the
Global Executive Committee.

Charter 7.4 Legal Entities
7.4.1 - The Secretary General shall effect the establishment of legal entities in the countries inwhich offices operate in order to ensure lawful, valid and accountable business operations.
7.4.2 - The establishment of any legal entity in ICLEI’s name requires the approval by theManagement Committee.
7.4.3 - The relationship between each ICLEI-affiliated legal entity and the Global Association
shall be governed by an Affiliate Agreement. The Management Committee shall oversee theaffiliate relationships.

Article 8. Legal provisions
Charter 8.1 - Liabilities and Legal Affairs
The Members, Regional or Global Executive Committee members and Officers, and theSecretary General of the Association shall not be personally liable for any debt, liability or
obligation of the Association.

Charter 8.2 – Dissolution and Liquidation
Decisions concerning the dissolution of the Association shall require approval by a majority of
two-thirds of the Council

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