Artikel VII

1. The Council shall be composed of one representative of each Member.
2. The Council shall meet once a year in ordinary sessions. An extraordinary session of the Council be convened upon the initiative of one-fifth of its Members.
3. The Council shall adopt its rules of procedure.
4. The Council shall
a) elect one Chair and two Vice Chairs;
b) appoint the Secretary-General, for a term of up to five years, subject to renewal;
c) appoint individuals to the Institute’s Board of Advisers;
d) appoint the Auditors
5. The Council shall:
a) give the overall direction to the Institute’s work
b) review progress in meeting its objectives;
c) approve the annual work programme and budget;
d) approve the audited financial statements;
e) approve new Members by two-thirds majority;
f) approve suspension of Members by a two-thirds majority
g) issue by-laws and guidelines, as required; and
h) set up committees and/or working groups, as required,
i) and perform all other functions necessary to promote and protect the interests of the Institute.
6. The Council shall in principle take decisions by consensus. If no consensus is reached, despite efforts made, the Chair may decide to proceed to a vote. A vote shall also be held if so requested by a Member. Except where this Agreement provides otherwise, a decision shall be taken by a simple majority of the votes cast. Each Member shall be entitled to one vote, and in the case of an equality of votes, the Chair may cast the deciding vote. Between Council meetings, decisions may be taken by written procedure.
7. The Council may invite observers to its meetings.
8. The Council shall appoint a Steering Committee composed of the Council Chair and the two Vice Chairs, the Chair and Vice-Chair of the Board of Advisers and a representative of the country in which the Institute has its headquarters. The Secretary-General shall be an ex-officio member of the Steering Committee. The Council may appoint other individuals to serve on the Steering Committee. The Steering Committee shall prepare meetings of the Council and act to further the interests of the Institute between Council meetings. The Council may delegate matters to the Steering Committee.