The Commonwealth Agricultural Offices are hereby reconstituted as CAB INTERNATIONAL (hereinafter referred to as the Organization).

The purpose of the Organization is to provide information, as well as scientific and related services for agriculture and agronomic sciences, at the global level.

2. Without prejudice to the general character of para. 1 of this Article, the Organization shall perform the following functions:

(a)

Collect and compile information, and disseminate it through journals and other media;

(b)

Providing identification, taxonomy and biological control services;

(c)

Facilitate the exchange of ideas and information between researchers in agriculture and related disciplines;

(d)

Undertake training activities;

(e)

Cooperate with other international organisations, as well as other national and international bodies, whether public or private, in order to provide its services, and

(f)

Undertake any other activities and provide any other service that may lead to progress.

Members of the Organization shall be composed of:

(a)

Of the Governments mentioned in the attached list, who have signed, ratified or accepted this Agreement, or of the Governments for which a notification has been filed, as provided for in Art. XVII of this Agreement and

(b)

Other governments, which

(i)

Have been admitted as members, according to criteria and conditions fixed by the Organization, by an affirmative vote of at least two-thirds of the member governments participating in a Board of Study or at a meeting of the Board of Directors, or By a vote by correspondence of the Member Governments, and which

(ii)

Have acceded to this Agreement as provided for in its s. XVII.

(1) The Organization shall enjoy legal personality and, in particular, shall have the right to:

(a)

Entering into contracts;

(b)

Acquire and dispose of movable and immovable property, and

(c)

Sue.

(2) The Organization shall enjoy in the territory of each Member State the privileges and immunities conferred upon it to enable it to carry out its mandate and carry out the tasks entrusted to it. The particular immunities and privileges referred to in this paragraph shall be the subject of separate agreements concluded between the Organization and the Member Governments where the prospects for the work of the Organization in the territory of those Member States allow.

Each member government shall take appropriate measures to facilitate the movement of specimens, equipment, materials, publications and other articles by the Organization in the performance of its duties.

The Organization shall comprise:

(a)

The Council of Etude;

(b)

The Board of Directors, and

(c)

The Directorate, which includes the Institutes and offices.

1. The Study Board is responsible for reviewing activities and determining the general policies of the Organization.

2. The Study Council shall be composed of the representatives of each member government.

3. The Study Council meets:

(a)

Pursuant to a resolution of the previous Council;

(b)

Every five years, subject to six months' notice communicated by the Director General to the Member Governments, or

(c)

When two-thirds of the members of the Board of Directors request that the Board of Study meet in extraordinary session, subject to a three-month notice communicated by the Director-General to the Member Governments and indicating the subjects to be Discuss.

4. The Study Council shall determine its own rules of procedure.

The Board of Directors is responsible for the management of the general operations of the Organization. Between sessions of the Board of Study, the Board of Directors shall monitor the implementation of the policies and decisions of the Council.

2. Without prejudice to the general character of para. 1 of this Article, the Board of Directors shall perform the following functions:

(a)

Appoint the Director-General of the Organization;

(b)

Appoint, on the recommendation of the Director-General, Directors within the Organization, as well as those of the Institutes and offices;

(c)

Appoint, on the recommendation of the Director-General, the external auditors;

(d)

Review and approve the annual accounts and budget of the Organization, prepared by the Director General;

(e)

Authorize the Organization to borrow and guarantee borrowings through its assets, and

(f)

Authorise the conclusion of agreements and conventions with other international organisations.

3. Subject to the provisions of s. III of this Agreement, the Board of Directors may delegate to the Committees or the Director General one or more of its functions and responsibilities. The Board of Directors acts through the Director General who is responsible for the implementation of the policies and decisions of the Board.

4. The Board of Directors shall be composed of one representative from each member government. It shall elect from among its members a President whose term of office shall be one year.

The Board of Directors shall meet at least once a year and, where appropriate, at any other time, if it deems it appropriate. Any member of the Board of Directors may ask the President to convene a meeting which will then be convened as soon as the conditions permit. The Director-General shall, in due course, inform the members of the Board of Directors of the meetings of the Board and of the matters to be dealt with.

6. The Administrative Council shall lay down its own rules of procedure.

The Director-General shall be the Executive Director of the Organization. It shall be responsible for the conduct of the general affairs of the Organization, in accordance with the policies and decisions adopted by the Board of Study and the Board of Directors.

2. Without prejudice to the general character of para. 1 of this article, the Director-General:

(a)

Shall be responsible for the management and appointment of all staff of the Organization, subject to the provisions of Art. VIII, para. 2 (b) of this Agreement;

(b)

Prepares the progress report of the Organization each year;

(c)

Prepares the annual budget of the Organization, which will be submitted for approval by the Board of Directors;

(d)

Prepares the annual accounts of the Organization, which, after verification, will be subject to the approval of the Board of Directors;

(e)

Periodically informs the Board of Directors of the activities of the Organization, and

(f)

Shall represent the Organisation in its relations with third parties and shall conclude, on its behalf, agreements and conventions, having been duly authorised by the Administrative Council.

1. The Board of Study and the Board of Directors shall endeavour, as far as possible, to adopt decisions by consensus.

2. In the absence of consensus, decisions shall be taken by a simple majority of the Member Governments present and voting, unless otherwise provided for in this Agreement or the rules of procedure. If an article of the rules of procedure provides for a qualified majority for the adoption of a decision, that article may be amended only by a vote representing such a majority.

3. Each member government is entitled to vote.

Each Member Government shall designate, by notification to the Director General, one of its ministries, departments or agencies to be responsible for dealing with the Organization in relation to matters covered by this Agreement.

(1) The expenses of the Organization shall be paid from the following funds:

(a)

Contributions from member governments;

(b)

The sale of publications and services;

(c)

Gifts and endowments;

(d)

Borrowings, and

(e)

Other sources of income.

2. By an affirmative vote of at least two-thirds of the member governments, representing at least half of the member governments' financial contributions to the expenses of the Organization, the Board of Study recommends to member governments the Proportion of their contributions to the expenses of the Organization.

3. Unless otherwise decided by the Board of Directors, a Member Government which is late than eighteen months overdue (18) in the payment of its contributions shall not be entitled to receive the services granted to it by its membership, Until he has paid all his or her outstanding contributions.

1. A Member Government may, at any time, withdraw from the Organization by sending, in writing, a notification to the Government of the United Kingdom of Great Britain and Northern Ireland (hereinafter referred to as the Depositary), who shall immediately notify the Government of the Other member governments and the Director General.

2. The withdrawal of a Member Government shall become effective twelve (12) months after the date of receipt of the notification by the Depositary or at the end of a longer period, duly specified in the notification.

The Organization may terminate its activities under a resolution of the Council of Study adopted by a vote of at least two-thirds of the member governments, representing at least half of the financial contributions of the member governments To the expenses of the Organization.

2. In the event of dissolution, the Board of Directors shall appoint a liquidator. The assets of the Organization shall be allocated and its liabilities, including the liabilities incurred under the scheme of the staff pension fund of the Organization, shall be honoured by the member Governments in a proportion equal to the total of Their financial contributions to the expenses and assets of the Organization.

1. Any Member Government may propose amendments to this Agreement, which shall be considered by the Council of Study. An amendment may be adopted by a resolution of the Study Council approved by a vote of at least two-thirds of the member governments, representing at least half of the member governments' financial contributions to the The Organization.

2. The Depositary shall send to the Member Governments for acceptance, each amendment adopted by the Board of Study. An amendment shall enter into force, for the Member Governments which have accepted it, when two thirds of the said Governments have deposited their instruments of acceptance with the Depositary. The Depositary shall inform all Member Governments of the entry into force of that amendment.

When this Agreement enters into force, the Memorandum on Commonwealth Agricultural Offices, applicable from 1 ^Er April 1981, will cease to have effect.

1. The original of this Agreement shall be kept by the Depositary, in London, and shall remain open for signature by the Governments mentioned in the attached list.

2. This Agreement shall be subject to ratification or acceptance by the signatories. Instruments of ratification and acceptance shall be deposited with the Depositary.

3. This Agreement shall enter into force when at least twelve (12) governments referred to in the attached list have deposited their instruments of ratification or acceptance with the Depositary. If a Government mentioned in the attached list signs and ratifies or accepts this Agreement after its entry into force, the said Agreement shall enter into force, for that Government, on the date of deposit of its instrument of ratification or acceptance To the Depositary.

(4) This Agreement shall also be open to the accession of all Governments which have been admitted as members, in accordance with the provisions of Art. III, para. (b) of the said Agreement. For a Government falling into this category, the Agreement shall enter into force on the date on which it has deposited its instrument of accession with the Depositary.

5. At the time of deposit of its instrument of ratification, acceptance or accession or at any later date, a Government may, through a notification to the Depositary, declare that this Agreement shall also apply to any State That it is freely associated with it or any territory for which it is responsible for international relations, and whose government has informed it that it wishes to participate in the said Agreement. The governments of those autonomous states or territories for which a notification is addressed shall be members of the Organization individually or collectively, depending on the content of the notification. For the governments of those autonomous states or territories for which a notification is sent after the entry into force of this Agreement, the notification shall enter into force on the date of receipt of the notification by the Depositary.

The Depositary shall inform the Governments mentioned in the attached list as well as any other Government which accedes to this Agreement of each signature, ratification, acceptance, accession and notification, as well as the entry into force of The Agreement.

In witness whereof, The undersigned representatives, duly authorized by their respective Governments, have signed this Agreement.

Done at London, on this day of July 8, nine hundred and ninety-six.