CELEX: 52016JC0034
Language: en
Date: 2016-07-14
Title: Joint Proposal for a COUNCIL DECISION on the conclusion of the Agreement establishing the EU-LAC International Foundation

EUROPEAN COMMISSION
            Brussels, 14.7.2016
            JOIN(2016) 34 final
            2016/0217(NLE)
            Joint Proposal for a
            COUNCIL DECISION
            on the conclusion of the Agreement establishing the EU-LAC International Foundation
            
               
         
         
            
               EXPLANATORY MEMORANDUM
            
            
               1.
                     CONTEXT OF THE PROPOSAL
            
            
               Background
            
            
               The European Union (EU) and the Latin American and Caribbean (LAC) countries have enjoyed special relations since a strategic partnership was established at the first bi-regional summit of their heads of state and government in Rio de Janeiro in 1999. The EU’s main LAC interlocutor between 1999 and 2012 was the ‘Rio Group’ of countries. As from 2012, the Community of Latin American and Caribbean States (CELAC) was designated by its member countries to replace the Rio Group as the EU’s counterpart for the region-to-region summit process and strategic partnership.
            
            
               Since 1999, the two regions have worked together to promote shared interests and values, as confirmed at summits in Madrid (2002), Guadalajara (2004), Vienna (2006), Lima (2008), Madrid (2010), Santiago de Chile (2013) and Brussels (2015). The successive summits have ensured a steady intensification of political dialogue and progress on jointly tackling a wide range of issues including climate change, migration, the fight against illicit drugs, the promotion of human rights and gender equality, education and cultural issues, and in the fields of science and technology.
            
            
               Objectives of the EU-LAC International Foundation and consistency with relevant policies
            
            
               At the Fifth EU-LAC Summit (Lima, 2008), leaders of both regions decided to consider the creation of a bi-regional foundation to foster debate on common strategies and action to strengthen the partnership and enhance its visibility. At the Sixth Summit (Madrid, 2010), the heads of state and government decided that an EU-LAC Foundation should be established, with the following objectives:
            
            
               to contribute to the strengthening of the EU-CELAC partnership process through the participation and inputs of civil society and other social actors;
            
            
               to encourage further acquaintance and understanding between the regions; and
            
            
               to enhance mutual visibility between the regions and the visibility of the partnership itself.
            
            
               That decision must be seen in the context of the EU’s existing foundations to promote relations with Asia (the Asia-Europe Foundation – ASEF) and the Euro-Mediterranean region (the Anna Lindh Foundation for Dialogue between Cultures). The EU-LAC Foundation was conceived as an instrument to help strengthen bi-regional relations between the EU and LAC, in line with priorities and strategies set out in relevant summit declarations and successive Commission Communications, such as A stronger partnership between the EU and Latin America (2005)
                  1
                and EU-Latin America: global players in partnership (2009)
                  2
               . Both the European Parliament (April 2006) and the Euro-Latin American Parliamentary Assembly (December 2007) adopted resolutions in favour of creating the Foundation.
            
            
               The EU-LAC Foundation was formally established in Hamburg in 2011 as a German civil law body, pending the possible conclusion of an international constituent agreement to convert it into an international organisation. It was tasked with:
            
            
               promoting and coordinating result-oriented activities in support of bi-regional relations, focusing on the implementation of priorities identified at EU-LAC summits; 
            
            
               encouraging debate on common strategies for delivering on those priorities by stimulating research and studies; and 
            
            
               fostering fruitful exchange and new networking opportunities among civil society and other stakeholders involved with, or potentially interested in, the biregional relationship. 
            
            
               The Foundation can launch initiatives in association with public and private institutions, LAC and EU governments, the European Commission and other EU institutions and agencies, and international and regional institutions. In its first four years, the Foundation has undertaken a range of activities in this framework.
            
            
               Council Decision 2012/493/EU authorised the Commission to open negotiations for an international agreement on the creation of the EU-LAC Foundation as an international organisation, with the EU, its Member States and the LAC countries as members. Negotiations started in December 2012 and were conducted on the EU side by the European External Action Service (EEAS) on behalf of the Commission. Member States have been consulted throughout the negotiating process at meetings of the Council’s Working Party on Latin America and the Caribbean (COLAC). The European Parliament has been kept regularly informed throughout the negotiations. At the Seventh EULAC/First EU-CELAC Summit (Santiago de Chile, 2013), the heads of state and government called for the early conclusion of the negotiations, which duly came to a close in January 2015.
            
            
               At the Second EU-CELAC Summit (Brussels, June 2015), the heads of state and government welcomed the initialling of the Agreement establishing the EU-LAC International Foundation and looked forward to ‘its swift signature and early entering into force’. The High Representative and the Commission consider that the objectives set by the Council in its directives on the negotiation of the Agreement have been met, and that the draft Agreement can be submitted for signature and conclusion. It is the shared aim of CELAC and the EU that the Agreement be signed during a meeting of the foreign ministers from the two regions on 25-26 October in the Dominican Republic. This will be the culmination of a decade-long process during which the leaders of the 61 countries concerned have worked to establish and consolidate the EU-LAC Foundation as an international organisation that can help strengthen the partnership process and improve mutual understanding and visibility.
            
            
               Objective of this proposal
            
         
         
            
               The present joint proposal concerns the legal instrument that authorises the conclusion of the Agreement on behalf of the EU. Establishing the Foundation as an international organisation will improve its capacity to obtain funding from its member countries, many of which are unable to make financial contributions to it while it remains established under German civil law. By acquiring the status of an international organisation, the Foundation will also be able to reduce certain costs, benefit from privileges and immunities under international law and make better use of its financial and human resources. This, in turn, will allow it to maintain and develop further its activities in support of the partnership.
            
            
               2.
                     LEGAL BASIS
            
            
               The joint proposal constitutes the legal instrument for the conclusion of the Agreement. 
            
            
               The choice of legal basis for the conclusion of the Agreement must rest on objective factors amenable to judicial review, which include the aim and content of the measure. 
            
            
               The aim of the Agreement is to establish the EU-LAC Foundation as an international organisation with legal personality under public international law. The Foundation will help to strengthen the EU-CELAC partnership, encourage mutual understanding and enhance mutual visibility between the regions. The Foundation can be seen as an instrument of EU common foreign policy because its activities contribute to the convergence of Member States' actions towards the Latin American and Caribbean region, ensuring that the EU is able to assert its interests and values in the framework of the partnership between the two regions. Specific activities of the Foundation contribute to the political dialogue between the EU and CELAC in areas such as global governance and the promotion of democracy, human rights and the rule of law. Relevant past activities of the Foundation include studies and seminars on the strategic partnership itself  and on the collaboration of EU and LAC as partners in global governance (e.g. studies on “The EU and CELAC: Reinvigorating a strategic partnership” and “Summit Diplomacy: Challenges and opportunities of the new regionalisms”; a panel on “The EU and LAC: Powers in a Multipolar World or partners in Global Governance?”; and a seminar on “China, Latin America and the Caribbean, and the European Union: A Triangular Relationship?”). Similar activities will be undertaken once the Foundation becomes an international organisation. In this sense, the Agreement pursues CFSP-related objectives. 
            
            
               The Foundation will also strengthen cooperation between the EU and LAC regions, fostering intercultural exchange, notably by facilitating and promoting participation by, and inputs from, civil society and other social actors. Taking into account that some of the LAC member countries have already graduated from development assistance, while others remain eligible, the Foundation will:
            
            
               support EU-CELAC policy dialogue and cooperation involving some or all LAC countries in key areas of common interest such as research, sustainable development, climate change, competitiveness, jobs and growth, and gender equality;
            
            
               conduct or support analysis and research on themes of interest for the partnership; and
            
            
               develop and support bi-regional networks and foster exchanges of knowledge and best practices between them. 
            
            
               In view of its aim and content, the Agreement falls within the scope of Article 37 of the Treaty on European Union (TEU) and Articles 209 and 212 of the Treaty on the Functioning of the European Union (TFEU). The procedural legal bases for the conclusion of the Agreement are Articles 218(5) and (8), second subparagraph, TFEU.
            
            
               3.
                     BUDGETARY IMPLICATIONS
            
            
               The conclusion of the Agreement will have no direct budgetary implications, as it does not oblige the EU or other signatories to make financial contributions to the Foundation. These will be voluntary. As host country granting privileges and immunities on the basis of a headquarters agreement, Germany will provide (at its own expense) appropriately furnished premises suitable for use by the Foundation along with maintenance, utilities and security.
            
            
               The Commission has made financial contributions to the Foundation since it was established under German civil law in 2011, most recently (through the Partnership Instrument) the sum of EUR 3 million for the two years from October 2015. Some LAC and EU countries, including Germany as host country, have contributed financially on one or more occasions. Others are unable to contribute until the Foundation becomes an international organisation, so the conclusion and entry into force of the Agreement will help to improve its financial sustainability.
            
            
               2016/0217 (NLE)
            
            
               Joint Proposal for a
            
            
               COUNCIL DECISION
            
            
               on the conclusion of the Agreement establishing the EU-LAC International Foundation
            
            
               THE COUNCIL OF THE EUROPEAN UNION,
            
            
               Having regard to the Treaty on European Union, and in particular Article 37 thereof,
            
            
               Having regard to the Treaty on the Functioning of the European Union, and in particular Articles 209(2) and 212(1), in conjunction with Article 218(6)(a) and the second subparagraph of Article 218(8) thereof,
            
         
         
            
               Having regard to the joint proposal of the High Representative of the Union for Foreign Affairs and Security Policy and of the European Commission,
            
            
               Having regard to the consent of the European Parliament,
            
            
               Whereas:
            
            
               (1)In accordance with Council Decision [XXX] of 
                  3
               , the Agreement establishing the EU-LAC International Foundation was signed on , subject to its conclusion at a later date.
            
            
               (2)The Agreement will establish the EU-LAC Foundation as an international organisation with legal personality under public international law.
            
            
               (3)The Agreement should be approved on behalf of the European Union.
            
            
               (4)When acting in the framework of the EU-LAC Foundation, the EU and its Member States shall coordinate their positions in accordance with the Treaties and with the principle of sincere cooperation,
            
            
               HAS ADOPTED THIS DECISION:
            
            
               Article 1
            
            
               The Agreement establishing the EU-LAC International Foundation is hereby approved on behalf of the European Union. 
            
            
               The text of the Agreement is attached to this Decision.
            
            
               Article 2
            
            
               The President of the Council shall designate the person(s) empowered to proceed, on behalf of the European Union, to the deposit of the instrument of approval provided for in Article 24 of the Agreement, in order to express the consent of the European Union to be bound by it.
            
            
               Article 3
            
            
               This Decision shall enter into force on […]
                  4
               .
            
            
               Done at Brussels,
            
            
               
                     For the Council
               
               
                     The President
               
            
         
         
            
                  
                     (1)
                  COM (2005) 636 final
               
               
                  
                     (2)
                  COM (2009) 495 final
               
               
                  
                     (3)
                  OJ L , , p. .
               
               
                  
                     (4)
                  The Council’s General Secretariat will publish the date of entry into force of the Agreement in the Official Journal of the European Union.
               
            
      
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               EUROPEAN COMMISSION
            Brussels, 14.7.2016
            JOIN(2016) 34 final
            ANNEX
            to the
            Joint Proposal for a Council Decision
            on the conclusion of the Agreement establishing the EU-LAC International Foundation
            
               
         
         
            
               Agreement establishing
                   the EU-LAC International Foundation
            
            
            
            
               The Parties to this Agreement,
            
            
               THE EUROPEAN UNION, hereinafter referred to as "the Union",
            
            
               and
            
            
               THE KINGDOM OF BELGIUM,
            
            
               THE REPUBLIC OF BULGARIA,
            
            
               THE CZECH REPUBLIC,
            
            
               THE KINGDOM OF DENMARK,
            
            
               THE FEDERAL REPUBLIC OF GERMANY,
            
            
               THE REPUBLIC OF ESTONIA,
            
            
               IRELAND,
            
            
               THE HELLENIC REPUBLIC,
            
            
               THE KINGDOM OF SPAIN,
            
            
               THE FRENCH REPUBLIC,
            
            
               THE REPUBLIC OF CROATIA,
            
            
               THE ITALIAN REPUBLIC,
            
            
               THE REPUBLIC OF CYPRUS,
            
         
         
            
               THE REPUBLIC OF LATVIA,
            
            
               THE REPUBLIC OF LITHUANIA,
            
            
               THE GRAND DUCHY OF LUXEMBOURG,
            
            
               HUNGARY,
            
            
               THE REPUBLIC OF MALTA,
            
            
               THE KINGDOM OF THE NETHERLANDS,
            
            
               THE REPUBLIC OF AUSTRIA,
            
            
               THE REPUBLIC OF POLAND,
            
            
               THE PORTUGUESE REPUBLIC,
            
            
               ROMANIA,
            
            
               THE REPUBLIC OF SLOVENIA,
            
            
               THE SLOVAK REPUBLIC,
            
            
               THE REPUBLIC OF FINLAND,
            
            
               THE KINGDOM OF SWEDEN,
            
            
               THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND,
            
            
               Contracting Parties to the Treaty on European Union and the Treaty on the Functioning of the European Union, hereinafter referred to as "the Member States",
            
            
                  and
            
            
               ANTIGUA AND BARBUDA,
            
            
               REPUBLIC OF ARGENTINA,
            
            
               COMMONWEALTH OF THE BAHAMAS,
            
         
         
            
               BARBADOS,
            
            
               BELIZE,
            
            
               PLURINATIONAL STATE OF BOLIVIA,
            
            
               FEDERATIVE REPUBLIC OF BRAZIL,
            
            
               REPUBLIC OF CHILE,
            
            
               REPUBLIC OF COLOMBIA, 
            
            
               REPUBLIC OF COSTA RICA,
            
            
               REPUBLIC OF CUBA,
            
            
               COMMONWEALTH OF DOMINICA,
            
            
               DOMINICAN REPUBLIC,
            
            
               REPUBLIC OF ECUADOR,
            
            
               REPUBLIC OF EL SALVADOR,
            
            
               GRENADA,
            
            
               REPUBLIC OF GUATEMALA,
            
            
               COOPERATIVE REPUBLIC OF GUYANA,
            
            
               REPUBLIC OF HAITI,
            
            
               REPUBLIC OF HONDURAS,
            
            
               JAMAICA,
            
            
               UNITED MEXICAN STATES,
            
            
               REPUBLIC OF NICARAGUA,
            
         
         
            
               REPUBLIC OF PANAMA,
            
            
               REPUBLIC OF PARAGUAY,
            
            
               REPUBLIC OF PERU,
            
            
               SAINT KITTS AND NEVIS,
            
            
               SAINT LUCIA,
            
            
               SAINT VINCENT AND THE GRENADINES,
            
            
               REPUBLIC OF SURINAME,
            
            
               REPUBLIC OF TRINIDAD AND TOBAGO,
            
            
               ORIENTAL REPUBLIC OF URUGUAY,
            
            
               BOLIVARIAN REPUBLIC OF VENEZUELA,
                     
            
            
               hereinafter referred to as "the Parties",
            
            
            
               RECALLING the strategic partnership established between Latin America and the Caribbean (LAC) and the European Union (EU) in June 1999 within the framework of the first EU-LAC Summit of Rio de Janeiro;
            
            
               BEARING IN MIND the initiative adopted by the Heads of State and Government of LAC and the EU, during the fifth EU-LAC Summit, held in Lima, Republic of Peru, on 16 May 2008;
            
            
               RECALLING the decision on the creation of the EU-LAC Foundation adopted by the Heads of State and Government of the EU and LAC, the President of the European Council and the President of the Commission, at the sixth EU-LAC Summit, held in Madrid, Spain, on 18 May 2010;
            
            
               RECALLING the establishment in 2011 of a transitional foundation in the Federal Republic of Germany, which will conclude its activities and be dissolved when the International Constituent Agreement of the EU-LAC Foundation enters into force;
            
            
               REITERATING the need to create an international organisation of intergovernmental nature subject to public international law through an “International Constituent Agreement of the EU-LAC Foundation based on the Terms of Reference adopted in a Ministerial meeting in the margins of the VI EU-LAC Summit of Madrid,” which contributes to the strengthening of the existent bonds among the Latin American and the Caribbean States, the EU and the EU Member States;
            
            
               HAVE AGREED as follows:
            
            
            
         
         
            
               Article 1
            
            
               Object
            
            
            
               1.
                     The EU-LAC International Foundation, (“the Foundation” or “the EU-LAC Foundation”), is established by this Agreement.
            
            
            
               2.
                     This Agreement sets out the Foundation's objectives and establishes the general rules and guidelines regulating its activities, structure and functioning.
            
            
            
            
               Article 2
            
            
               Nature and Headquarters
            
            
            
               1.
                     The EU-LAC Foundation is an international organisation of intergovernmental nature, established under public international law. It focuses on the strengthening of the bi-regional partnership between the EU and the EU Member States and the Community of Latin American and Caribbean States (CELAC).
            
            
            
               2.
                     The EU-LAC Foundation shall have its headquarters in the Free and Hanseatic City of Hamburg, Federal Republic of Germany.
            
            
            
            
               Article 3
            
            
               Members of the Foundation
            
            
                
            
            
                1.
                     The Latin American and Caribbean States, the EU Member States and the EU, having expressed their consent to be bound by this Agreement, following their internal legal procedures, shall become the only Members of the EU-LAC Foundation.
            
         
         
            
            
               2.
                     The EU-LAC Foundation shall also be open to the participation of the Community of Latin American and Caribbean States (CELAC).
            
            
            
            
               Article 4
            
            
               Legal Personality
            
            
            
               1.
                     The EU-LAC Foundation shall enjoy international legal personality and the necessary legal capacity for the fulfilment of its objectives and activities, in the territory of each of its Members, in accordance with their domestic laws.
            
            
            
               2.
                     The Foundation shall also have the capacity to contract, to acquire and dispose of movable and immovable property and to institute legal proceedings.
            
            
            
            
               Article 5
            
            
               Objectives of the Foundation
            
            
            
               1.
                     The EU-LAC Foundation shall:
            
            
            
               a)
                     contribute to the strengthening of the CELAC-EU bi-regional partnership process involving participation and inputs of civil society and other social actors;
            
            
            
               b)
                     encourage further mutual knowledge and understanding between both regions;
            
         
         
            
            
               c)
                     enhance the mutual visibility between both regions, as well as of the bi-regional partnership itself.
            
            
            
               2.
                     The EU-LAC Foundation shall, in particular:
            
            
            
               a)
                     promote and coordinate result-oriented activities in support of bi-regional relations and focused on the implementation of priorities established by CELAC-EU Summits;
            
            
            
               b)
                     promote the debate on common strategies aiming at the execution of the aforementioned priorities by stimulating research and studies;
            
            
            
               c)
                     foster fruitful exchanges and new networking opportunities among civil society and other social actors.
            
            
            
                
            
            
               Article 6
            
            
               Criteria for the Activities
            
            
            
               1.
                     In order to achieve the objectives set out in article 5 of this Agreement, the activities of the EU-LAC Foundation shall:
            
            
            
               a)
                     be based on the priorities and themes addressed at the level of Heads of State and Government at the Summits, concentrating on the identified needs in furtherance of the bi-regional relationship;
            
            
            
               b)
                     involve, to the extent possible and under the framework of the activities of the Foundation, civil society and other social actors, such as academic institutions, and take into account their contributions on a non-binding basis. To this end, each Member could identify appropriate institutions and organisations that are working to enhance the bi-regional dialogue at the national level;
            
         
         
            
            
               c)
                     add value to the existing initiatives;
            
            
            
               d)
                     give visibility to the partnership, particularly focusing on actions with multiplier effect.
            
            
            
               2.
                     When launching or taking part in activities, the EU-LAC Foundation shall be action-guided, dynamic and result-oriented.
            
            
            
            
               Article 7
            
            
               Activities of the Foundation
            
            
            
               1.
                     In order to achieve the objectives set out in article 5, the EU-LAC Foundation shall undertake, among others, the following activities:
            
            
            
               a)
                     encourage debate, through seminars, conferences, workshops, reflection groups, courses, exhibitions, publications, presentations, professional training, exchange on best practices and special knowledge;
            
            
            
               b)
                     promote and support events related to topics addressed in CELAC-EU Summits and related to CELAC-EU Senior Officials Meetings (SOM) priorities;
            
            
            
               c)
                     launch bi-regional awareness programmes and initiatives, including exchanges in identified priority fields;
            
            
            
               d)
                     encourage studies on issues identified by both regions;
            
         
         
            
            
               e)
                     reach and offer new contact opportunities taking into account especially those individuals or institutions not familiar with the CELAC-EU bi-regional partnership;
            
            
            
               f)
                     create an internet-based platform and/or generate an electronic publication.
            
            
            
               2.
                     The EU-LAC Foundation may launch initiatives in association with public and private institutions, the EU Institutions, international and regional institutions, Latin American and Caribbean States and EU Member States.
            
            
            
            
               Article 8
            
            
               Structure of the Foundation
            
            
            
               The EU-LAC Foundation shall comprise the following:
            
            
            
               a)
                     the Board of Governors;
            
            
            
               b)
                     the President; and
            
            
            
               c)
                     the Executive Director.
            
            
            
         
         
            
               Article 9
            
            
               Board of Governors
            
            
            
                1.
                     The Board of Governors shall comprise representatives of the Members of the EU-LAC Foundation.  It shall meet at the level of Senior Officials and, if appropriate, at the level of Ministers of Foreign Affairs on the occasion of the CELAC-EU Summits.
            
            
                
            
            
               2.
                     The Community of Latin American and Caribbean States (CELAC) shall be represented on the Board of Governors by the Presidency Pro Tempore without prejudice to the participation of the country concerned in its national capacity.  
            
            
            
               3.
                     The Executive Bureau of the Euro-Latin American Parliamentary Assembly (EuroLat) shall be invited to appoint one representative from each region as observers on the Board of Governors.
            
            
            
               4.
                     The African, Caribbean and Pacific (ACP)-EU Joint Parliamentary Assembly shall be invited to appoint one representative from the EU and one from the Caribbean as observers on the Board of Governors.
            
            
            
            
               Article 10
            
            
               Chairmanship of the Board of Governors
            
            
            
               The Board of Governors shall have two chairpersons, one representative from the EU and the other from the Latin American and Caribbean States.
            
            
            
            
               Article 11
            
            
               Powers of the Board of Governors
            
         
         
            
            
               The Board of Governors of the EU-LAC Foundation shall exercise the following powers:
            
            
            
               a)
                     appoint the President and the Executive Director of the Foundation;
            
            
            
               b)
                     adopt the general guidelines for the work of the Foundation and establish its operational priorities and rules of procedure, as well as the appropriate measures to guarantee transparency and accountability regarding, in particular, the external financing;
            
            
            
               c)
                     approve the conclusion of the Headquarters Agreement as well as any other agreement or arrangement that the Foundation might conclude with Latin American and Caribbean States and EU Member States on the matter of privileges and immunities; 
            
            
                
            
            
               d)
                     adopt budget and staff regulations on the basis of a proposal of the Executive Director;
            
            
            
               e)
                     approve modifications to the organisational structure of the Foundation on the basis of a proposal of the Executive Director;  
            
            
            
               f)
                     adopt a multi-annual work programme, including a multi-annual budget estimate, in principle with a four year perspective, on the basis of the draft submitted by the Executive Director;
            
            
            
               g)
                     adopt the annual work programme, including projects and activities for the coming year on the basis of a draft submitted by the Executive Director and within the framework of the multi-annual programme;
            
            
            
               h)
                     adopt the annual budget for the following year;
            
            
            
               i)
                     approve the criteria for the monitoring and auditing of, as well as for the reporting of the projects of the Foundation;
            
         
         
            
            
               j)
                     adopt the annual report and financial statements of the Foundation for the previous year;
            
            
            
               k)
                     provide guidance and advice to the President and to the Executive Director;
            
            
            
               l)
                     propose amendments to this Agreement to the Parties;
            
            
            
               m)
                     evaluate the development of the activities of the Foundation and take action on the basis of the reports presented by the Executive Director;
            
            
            
               n)
                     settle the disputes that may eventually arise between the Parties on the interpretation or application of this Agreement and amendments thereto;
            
            
            
               o)
                     revoke the appointment of the President and/or that of the Executive Director;
            
            
            
               p)
                     approve the establishment of Strategic Partnerships;
            
            
            
               q)
                     approve the conclusion of any agreement or legal instrument negotiated in accordance with paragraph (4)(i) of Article 15.
            
            
            
                
            
            
               Article 12
            
            
               Meetings of the Board of Governors
            
         
         
            
            
               1.
                     The Board of Governors shall hold two ordinary meetings a year. They shall coincide with CELAC-EU Senior Officials Meetings (SOM).
            
            
            
               2.
                     The Board of Governors shall hold extraordinary meetings at the instance of one chairperson, the Executive Director or by request of at least one third of its Members.
            
            
            
               3.
                     The secretariat functions for the Board of Governors shall be carried out under the authority of the Executive Director of the Foundation.
            
            
            
            
               Article 13
            
            
               Decision-making of the Board of Governors
            
            
            
               The Board of Governors shall act in the presence of more than half of its Members from each region. Decisions shall be taken by consensus of the Members who are present.
            
            
                
            
            
            
               Article 14
            
            
               President of the Foundation
            
            
            
               1.
                     The Board of Governors shall select the President among the nominees submitted by the Members of the EU-LAC Foundation. The President shall be appointed for a four-year term, renewable once. 
            
            
            
               2.
                     The President shall be a well-known and highly respected personality both in Latin America and the Caribbean and in the EU. The President shall serve in a voluntary capacity, but shall be entitled to reimbursement of any necessary and duly justified expenses.
            
         
         
            
            
               3.
                     The President’s office shall alternate between a national of an EU Member State and a national of a Latin American or Caribbean State. If the appointed President comes from an EU Member State, the appointed Executive Director shall come from a Latin American or Caribbean State, and vice versa.
            
            
            
               4.
                     The President shall:
            
            
            
               a)
                     represent the Foundation in its external relations, ensuring a visible and representative role through high level contacts with authorities from Latin American and Caribbean States and from the EU and the EU Member States, and with other partners;
            
            
            
               b)
                     report to the Foreign Ministers’ meetings, other ministerial meetings, the Board of Governors and other important meetings as may be required;
            
            
            
               c)
                     provide advice to the Executive Director in the preparation of the draft multi-annual and annual work programme and the draft budget for the approval of the Board of Governors;
            
            
            
               d)
                     conduct other tasks as agreed by the Board of Governors.
            
            
            
            
               Article 15
            
            
               Executive Director of the Foundation
            
            
            
               1.
                     The Foundation shall be managed by an Executive Director who shall be appointed by the Board of Governors for a four-year term, renewable once, and shall be selected following the submission of nominees by the Members of the EU-LAC Foundation.
            
            
            
               2.
                     Without prejudice to the competences of the Board of Governors, the Executive Director shall neither seek nor take instructions from any government or from any other body.
            
         
         
            
            
               3.
                     The Executive Director’s office shall be remunerated and shall alternate between a national of an EU Member State and a national of a Latin American or Caribbean State. If the appointed Executive Director comes from an EU Member State, the appointed President shall come from a Latin American or Caribbean State, and vice versa.   
            
            
            
               4.
                     The Executive Director shall be the legal representative of the Foundation and shall exercise the following functions:
            
            
            
               a)
                     prepare the multi-annual and annual work programme of the Foundation and its budget in consultation with the President;
            
            
            
               b)
                     appoint and head the staff of the Foundation, ensuring its compliance with the objectives of the Foundation;
            
            
            
               c)
                     implement the budget;
            
            
            
               d)
                     submit periodic and annual activity reports, as well as financial accounts to the Board of Governors for adoption, maintaining transparent procedures and correct circulation of the information concerning all activities done or supported by the Foundation, including an updated list of those institutions and organisations identified at national level, as well as those participating in the activities of the Foundation;
            
            
            
               e)
                     submit the report referred to in Article 18; 
            
            
                   
            
            
               f)
                     prepare the meetings and assist the Board of Governors;
            
            
            
               g)
                     consult, when necessary, the appropriate representatives of civil society and other social actors, notably the institutions which might have been identified by the Members of the EU-LAC Foundation, depending on the issue raised and the concrete needs, keeping the Board of Governors informed about the results of these contacts for further consideration;
            
            
            
               h)
                     conduct consultations and negotiations with the Host Country of the Foundation and the other Parties to this Agreement with regard to the details of the facilities to be enjoyed by the Foundation in these States;
            
         
         
            
            
               i)
                     conduct negotiations of any agreement or legal instrument with international effects, with international organisations, States and public or private institutions on matters going beyond the administrative, day-to-day functioning of the Foundation, following due consultation and notification to the Board of Governors about the beginning and foreseen conclusion of these negotiations as well as periodical consultations about their content, scope and likely outcome;
            
            
            
               j)
                     report to the Board of Governors on any legal proceedings involving the Foundation. 
            
            
            
            
               Article 16
            
            
               Financing of the Foundation
            
            
            
               1.
                     Contributions are made on a voluntary basis without prejudice to the participation on the Board of Governors.
            
            
                
            
            
               2.
                     The Foundation shall be financed mainly by its Members. The Board of Governors, respecting the bi-regional balance, may consider other financing modalities of the activities of the Foundation.
            
            
            
               3.  In specific cases following prior notification to and consultation with the Board of Governors for its approval, the Foundation is authorised to generate additional resources through external financing from public and private institutions, including through the production of reports and analyses on request. Those resources shall be used exclusively for the activities of the Foundation.
            
            
            
               4.
                     The Federal Republic of Germany shall provide, at its own expense and in the framework of its financial contribution to the Foundation, appropriately furnished premises suitable for use by the Foundation along with maintenance, utilities and security for the facility.
            
            
            
            
               Article 17
            
            
               Audit and Publication of Accounts
            
         
         
            
                  
                     
            
            
               1.
                     The Board of Governors shall appoint independent auditors for the purpose of auditing the accounts of the Foundation.
            
            
            
               2.
                     Independently audited statements of the assets, liabilities, income and expenditure of the Foundation shall be made available to the Members as soon as possible following the end of each financial year, but not later than six months after that date, and be considered for approval by the Board of Governors at its earliest forthcoming meeting. 
            
            
            
               3.
                     A summary of the audited accounts and balance sheet shall be published.
            
            
            
            
               Article 18
            
            
               Assessment of the Foundation
            
            
            
               From the date of the entry into force of this Agreement, the Executive Director shall present every four years to the Board of Governors, a report on the activities of the Foundation. The Board of Governors shall globally assess those activities and shall take any decision regarding the future activities of the Foundation.  
            
            
            
            
               Article 19
            
            
               Strategic Partnerships
            
            
            
               1.
                     The Foundation shall have four initial Strategic Partners: “L’Institut des Amériques” in France and “Regione Lombardia” in Italy for the EU side, and Global Foundation for Democracy and Development (FUNGLODE), in Dominican Republic and United Nations Economic Commission for Latin America and the Caribbean (ECLAC) for the Latin American and Caribbean side.
            
            
            
               2.
                     In order to accomplish its objectives, the EU-LAC Foundation may establish future strategic partnerships with intergovernmental organisations, States and public or private institutions of both regions, always respecting the principle of bi-regional balance.
            
         
         
            
            
            
               Article 20
            
            
               Privileges and Immunities
            
            
            
               1.
                     The nature and legal personality of the Foundation is defined in Articles 2 and 4.
            
            
            
               2.
                     The status, privileges and immunities of the Foundation, of the Board of Governors, the President, the Executive Director, the staff members, and of representatives of Members in the territory of the Federal Republic of Germany for the purpose of exercising their functions, shall be governed by a Headquarters Agreement concluded between the Government of the Federal Republic of Germany and the Foundation.
            
            
            
               3.
                       The Headquarters Agreement referred to in paragraph (2) of this Article shall be independent of this Agreement.
            
            
            
               4.
                     The Foundation may conclude with one or more Latin American and Caribbean States and EU Member States other agreements to be approved by the Board of Governors relating to such privileges and immunities as may be necessary for the proper functioning of the Foundation in their respective territories. 
            
            
            
               5.
                     In the framework of its official activities, the Foundation, its assets, revenues and other property shall be exempt from all direct taxes. The Foundation shall not be exempt from payment for services rendered. 
            
            
            
               6.
                      The Executive Director and the staff of the Foundation shall be exempt from national taxation on the salaries and emoluments paid by the Foundation.
            
            
            
               7.
                       Staff members of the Foundation means all members of staff appointed by the Executive Director, with the exception of those who are locally recruited and assigned to hourly rates.
            
            
            
                
            
         
         
            
               Article 21
            
            
               Languages of the Foundation
            
            
            
               The working languages of the Foundation shall be those used by the strategic partnership between Latin America and the Caribbean and the European Union since its establishment in June 1999.
            
            
                
            
            
            
            
               Article 22
            
            
               Settlement of Disputes
            
            
            
               Any dispute that may arise between the Parties concerning the application or interpretation of this Agreement and of its amendments shall be submitted to direct negotiations among them with a view to its timely settlement. If the dispute is not settled by these means, it shall be submitted to the decision of the Board of Governors.
            
            
            
            
               Article 23
            
            
               Amendments
            
            
            
               1.
                     This Agreement may be amended by initiative of the Board of Governors of the EU-LAC Foundation, or by request of any of the Parties. The amendment proposals shall be forwarded to the depositary, which shall notify them to all the Parties for their consideration and negotiation.
            
            
            
               2.
                     The amendments shall be adopted by consensus and shall enter into force thirty days after the date of receipt by the depositary of the last notification that all necessary formalities to that end have been completed.
            
            
         
         
            
               3.
                     The depositary shall notify all the Parties of the entry into force of the amendments.
            
            
            
            
               Article 24
            
            
               Ratification and Accession
            
            
            
               1.
                     This Agreement shall be open for signature by all the Latin American and Caribbean States, by the EU Member States, and by the EU, from (DATE) to the date of its entry into force and shall be subject to ratification. The instruments of ratification shall be deposited with the depositary.
            
            
            
               2.
                     This Agreement shall remain open to accession by the EU, and by those Latin American and Caribbean States and EU Member States that have not signed it. The corresponding instruments of accession shall be deposited with the depositary.
            
            
            
            
               Article 25
            
            
               Entry into Force
            
            
            
               1.
                       This Agreement shall enter into force thirty days after eight Parties of each region, including the Federal Republic of Germany, have deposited their respective instruments of ratification or accession with the depositary. For the other Latin American and Caribbean States and EU Member States, and the EU that deposit their instruments of ratification or accession after the date of the entry into force, this Agreement shall enter into force thirty days after the deposit by those Latin American and Caribbean States, the EU and EU Member States of their instruments of ratification or accession.
            
            
                
            
            
               2.
                     The depositary shall notify all the Parties of the receipt of the instruments of ratification or accession as well as the date of the entry into force of this Agreement, in accordance with paragraph 1 of this Article.
            
            
            
            
               Article 26
            
         
         
            
               Duration and Denunciation
            
            
            
               1.
                     This Agreement shall have an indefinite duration.
            
            
            
               2.
                     Any of the Parties may denounce this Agreement through written notification addressed to the depositary by diplomatic channels. The denunciation shall take effect twelve months after the notification has been received.
            
            
            
            
               Article 27
            
            
               Dissolution and Liquidation
            
            
            
               1.
                     The Foundation shall be dissolved:
            
            
            
               a) if all the Members of the Foundation, or all the Members of the Foundation but one, have denounced the Agreement; or
            
            
            
               b) if the Members of the Foundation decide its termination.
            
            
            
               2.
                     In case of termination, the Foundation only exists for the purposes of its liquidation. Its affairs shall be wound up by liquidators which shall proceed with the assets sale of the Foundation and the extinguishing of the liabilities. The balance shall be allocated among the Members pro rata to their respective contributions.
            
            
            
            
               Article 28
            
         
         
            
               Depositary
            
            
            
               The Council of the European Union shall act as the depositary of this Agreement.
            
            
            
                
            
            
               Article 29
            
            
               Reservations
            
            
            
               1.
                     At the moment of signing or ratifying this Agreement, or acceding to it, the Parties may formulate reservations and/or declarations regarding its text provided that they are not incompatible with its object and purpose.
            
            
            
               2.
                     The formulated reservations and declarations shall be communicated to the depositary, who shall notify them to the other Parties of the Agreement.
            
            
            
            
               Article 30
            
            
               Transitional Provisions
            
            
            
               From the entry into force of this Agreement, the transitional foundation established in 2011 under the laws of the Federal Republic of Germany, shall conclude its activities and be dissolved. The assets and liabilities, resources, funds and other contractual obligations of the transitional foundation shall be transferred to the EU-LAC Foundation established under this Agreement. To this effect the EU-LAC Foundation and the transitional foundation shall complete the necessary legal instruments with the Federal Republic of Germany and satisfy the relevant legal requirements.  
            
            
            
            
               In witness whereof the undersigned, duly authorised to this effect, have signed this Agreement in a single original drawn up in the Bulgarian, Croatian, Czech, Danish, Dutch, English, Estonian, Finnish, French, German, Greek, Hungarian, Italian, Latvian, Lithuanian, Maltese, Polish, Portuguese, Romanian, Slovak, Slovenian, Spanish and Swedish languages, each of these texts being equally authentic, which shall be deposited in the archives of the Council of the European Union which shall transmit a true certified copy to all Parties.
            
         
         
            
            
            
               Done at _______________, on this ___________ (201_).