The purpose of the International Institute for the Unification of Private Law is to examine ways of harmonizing and coordinating private law between States or between groups of States and for the gradual preparation of the adoption by the various States of Uniform private law legislation.

To this end the Institute:

A .

Prepares draft laws or conventions to establish a uniform domestic law;

B .

Prepares draft agreements to facilitate international reporting on private law;

C .

Undertakes comparative law studies in matters of private law;

D .

Is interested in initiatives already taken in all these areas by other institutions, with which it may, if necessary, be in contact;

E .

Organizes conferences and publishes the studies it considers worthy of widespread dissemination.

The International Institute for the Unification of Private Law is an international institution that reports to the participating Governments.

The participating Governments are those who have acceded to this Statute in accordance with article 20.

The Institute shall enjoy, within the territory of each of the participating Governments, the legal capacity to carry out its activities and to achieve its goals.

The privileges and immunities of the Institute, its agents and officials shall be defined in agreements with the participating Governments.

The International Institute for the Unification of Private Law has its headquarters in Rome.

The organs of the Institute are:

1 °

The General Assembly;

2 °

The President;

3 °

The Board of Management;

4 °

The Standing Committee;

5 °

The Administrative Tribunal;

6 °

The Secretariat.

The General Assembly shall consist of one representative of each participating Government. Governments other than the Government of Italy will be represented by their diplomatic agents in the Italian Government or their delegates.

The Assembly shall meet in Rome in ordinary session at least once a year, upon convocation by the President, for the approval of the annual accounts of income and expenditure and of the budget. ²

Every three years, it shall approve the programme of the work of the Institute, on the proposal of the Governing Council, and, in accordance with paragraph 4 of Article 16, shall review, by a two-thirds majority of the members present and voting, where appropriate, The resolutions adopted pursuant to Article 16, paragraph 3.

The Board of Management consists of the President and twenty-five members. ¹

The President is appointed by the Government of Italy.

Members are appointed by the General Assembly. The Assembly may appoint one member in addition to those indicated in the first paragraph by choosing from among the judges on the basis of the International Court of Justice.

The term of office of the President and members of the Governing Council shall be for five years and shall be renewable.

The member of the Governing Council appointed to replace a member whose term of office has not expired shall terminate the term of office of his predecessor.

Each member, with the consent of the President, may be represented by a person of his or her choice.

The Governing Council may call to participate in its meetings, in an advisory capacity, by representatives of international institutions or organizations, where the work of the Institute relates to matters concerning such institutions or Organizations.

The Board of Management shall be convened by the President, whenever it deems it useful, at least once a year.

The Standing Committee shall consist of the President and five members appointed by the Governing Council from among its members.

The members of the Standing Committee will remain in office for five years and will be eligible for re-election.

The Standing Committee shall be convened by the President, whenever it deems it useful, at least once a year.

The Administrative Tribunal shall have jurisdiction in disputes between the Institute and its officials or employees, or their successors in title, including the interpretation or application of the Staff Rules ¹ . Disputes arising from contractual relations between the Institute and third parties shall be submitted to this Tribunal, provided that such jurisdiction is expressly recognized by the parties in the contract giving rise to the dispute.

The Tribunal shall consist of three full members and one alternate member, chosen outside the Institute, and preferably from different nationalities. They shall be elected by the General Assembly for the duration of five years. In the event of a vacancy, the Tribunal shall complement each other by co-opting.

The Tribunal will, in the first and last resort, judge by applying the provisions of the Statute and the Regulations, as well as the general principles of law. It may also act ex aequo et bono when it has been assigned to it by an agreement between the parties.

If the President of the Court considers that a dispute between the Institute and one of its officials or employees is of very limited importance, it may decide itself or entrust the decision to only one of the judges of the Court of First Instance.

The Tribunal will establish its own Rules of Procedure.

The members of the Governing Council, or the Administrative Tribunal, whose term of office expires at the end of the term, shall remain in office until the new elected representatives are installed.

The Secretariat shall comprise a Secretary-General appointed by the Board of Directors on presentation by the Chairman, two Deputy Secretaries-General of different nationalities, also appointed by the Board of Directors, and Employees and employees who will be indicated by the rules relating to the administration of the Institute and its internal functioning referred to in Article 17.

The Secretary-General and the Assistants shall be appointed for a period not exceeding five years. They are eligible for re-election.

The Secretary-General of the Institute is the Secretary of the General Assembly.

The Institute has a library under the direction of the Secretary-General.

The official languages of the Institute are Italian, German, English, Spanish and French.

The Governing Council shall notify the means of carrying out the tasks set out in Article 1.

It shall adopt the programme of work of the Institute. ¹

It approved the annual report on the activities of the Institute.

It adopted the draft budget and transmitted it for approval to the General Assembly. ²

Any participating Government, as well as any international institution of official character, may make proposals to the Governing Council for the consideration of matters relating to unification, harmonization or Coordination of private law.

Any international institution or association, which has as its object the study of legal issues, may make suggestions to the Governing Council concerning studies to be undertaken.

The Governing Council decides on the follow-up to the proposals and suggestions.

The Board of Management may establish relations with other intergovernmental organizations, as well as with non-participating Governments, to ensure compliance with their respective purposes.

The Board of Management may refer special issues to commissions of jurisconsults that are particularly involved in the study of these issues.

The committees will be chaired as much as possible by members of the Governing Council.

Following the consideration of the issues it has identified as the object of its work, the Board of Management approves, as appropriate, the draft proposals to be submitted to Governments.

It shall forward them, either to the participating Governments or to the institutions or associations which have submitted proposals or suggestions, by requesting their views on the appropriateness and substance of the provisions adopted.

On the basis of the replies received, the Governing Council approves, where appropriate, the final projects.

It shall transmit them to the Governments and to the institutions or associations which have submitted proposals or suggestions to it.

The Board of Management then notifies the means to ensure the convening of a Diplomatic Conference to consider the projects.

The President represents the Institute.

Executive power will be exercised by the Board of Management.

1. ² The annual expenditure relating to the operation and maintenance of the Institute shall be covered by the revenue recorded in the budget of the Institute, which shall include, inter alia, the basic ordinary contribution of the Government of Italy, such as Approved by the Italian Parliament, and which the said Government declares from the year 1985 to the sum of 300 million Italian lire per year, which may be revised at the end of each three-year period by law Approval of the Italian State budget, as well as the annual ordinary contributions of the others Participating Governments.

2. For the purpose of allocating the share of the annual expenditure not covered by the ordinary contribution of the Italian Government or by income from other sources, between the other participating Governments, the latter shall be Divided into categories. Each category will correspond to a number of units.

The number of categories, the number of units corresponding to each category, the amount of each unit, and the ranking of each Government in a category shall be fixed by a resolution of the General Assembly taken by a majority of the Two-thirds of the members present and voting, on the proposal of a Commission appointed by the Assembly. In this classification, the Assembly will take into account, among other considerations, the national income of the country represented.

4. Decisions taken by the General Assembly pursuant to paragraph 3 of this article may be revised every three years by a new resolution of the General Assembly, taken by the same two-thirds majority of the members present and On the occasion of its decision referred to in Article 5, paragraph 3.

5. The resolutions of the General Assembly taken pursuant to paragraphs 3 and 4 of this article shall be notified by the Government of Italy to each participating Government.

6. Within one year of the date of the notification referred to in paragraph 5 of this Article, each participating Government shall have the right to submit its claims against the resolutions relating to its classification at the next session of the The General Assembly. The decision shall be taken by a resolution taken by a two-thirds majority of the members present and voting, which shall be notified by the Government of Italy to the participating Government concerned. However, the same Government will have the right to denounce its membership in the Institute, in accordance with the procedure laid down in article 19, paragraph 3.

7 ³ The participating Governments, which are overdue for more than two years in the payment of their contributions, shall lose the right to vote in the General Assembly until their position has been regularized. In addition, such Governments shall not be taken into account in the formation of the majority required by Article 13 of this Statute.

8. The premises necessary for the operation of the services of the Institute shall be made available by the Government of Italy.

9. A Working Capital Fund of the Institute is established to deal with current expenditures, pending receipt of contributions from participating Governments, as well as unforeseen expenditures.

10. Working Capital Rules shall form part of the Regulations of the Institute ⁴ They shall be adopted and amended by the General Assembly by a two-thirds majority of the members present and voting.

The rules relating to the administration of the Institute, its internal functioning and the Staff Regulations shall be established by the Governing Council and shall be approved by the General Assembly and communicated to the Government of Italy.

The travel and subsistence allowances of the members of the Governing Council and the study commissions, as well as the emoluments of the staff of the Secretariat, as well as any other administrative expenditure, shall be borne by the budget of the Institute.

The General Assembly shall appoint, upon presentation by the President, one or two auditors responsible for the financial control of the Institute. The term of office is five years. In the event that two auditors are appointed, they will have to belong to different nationalities.

The Italian Government shall not incur any liability, financial or otherwise, due to the administration of the Institute, nor any civil liability arising from the operation of its services and in particular with regard to the staff of the Institute.

The commitment of the Italian Government concerning the annual grant and the premises of the Institute referred to in Article 16 is stipulated for a period of six years. It will continue to be in force for a further period of six years, if the Italian Government has not notified the other participating Governments of its intention to cease its effects, at least two years before the end of the current period. In such a case, the General Assembly shall be convened by the President, if necessary in extraordinary session.

It will be up to the General Assembly, in the event that it decides the abolition of the Institute, to take, without prejudice to the provisions of the Staff Regulations and the Regulations, any useful measures relating to the properties acquired By the Institute during the course of its operation, in particular the archives and collections of documents and books or periodicals.

It is understood, however, that in such cases the land, buildings and movable objects made available to the Institute by the Government of Italy will return to the Institute.

Amendments to this Statute that would be adopted by the General Assembly shall enter into force upon their approval by a two-thirds majority of the participating Governments.

Each Government shall communicate in writing its approval to the Government of Italy, which shall inform the other participating Governments, as well as the President of the Institute.

Any Government which has not approved an amendment to this Statute will have the right to denounce its accession within six months of the entry into force of the amendment. The denunciation shall have effect from the date of its notification to the Government of Italy, which shall inform the other participating Governments and the President of the Institute.

Any Government which intends to accede to this Statute shall notify in writing its accession to the Government of Italy.

Membership will be given for six years; it will be tacitly renewed by six in six years unless written one year before the expiration of each period.

Accessions and denunciations will be notified to the participating Governments by the Government of Italy.

This Statute shall enter into force as soon as at least six Governments have notified their accession to the Government of Italy.

This Statute, which shall bear the date of 15 March 1940, shall remain deposited in the archives of the Government of Italy. A certified copy of the text shall be furnished by the Government of Italy to each of the participating Governments.