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HFSPO Statutes

STATUTES

of the

INTERNATIONAL HUMAN FRONTIER SCIENCE PROGRAM ORGANIZATION


An international collaboration in frontier life sciences research

An Association registered in Strasbourg, France

 

Preamble

The International Human Frontier Science Program Organization is a unique international collaboration in frontier life sciences research. It promotes innovative, cutting edge research at the frontiers of the life sciences through international collaboration in the spirit of science without borders and for the benefit of humankind.

The International Human Frontier Science Program Organization develops and implements the Human Frontier Science Program. The aim of the Human Frontier Science Program is to encourage ambitious interdisciplinary basic research. Emphasis is placed on novel collaborations that bring together life scientists and scientists from disciplines such as physics, mathematics, chemistry, computer science and engineering to address questions at the frontier of the life sciences.

The Human Frontier Science Program was initiated at the Venice Economic Summit (G7) in June 1987 following a proposal by Prime Minister Nakasone of Japan. The initiators of the International Human Frontier Science Program Organization were Canada, the European Communities, France, Germany, Italy, Japan, the United Kingdom of Great Britain and Northern Ireland and the United States of America. The Human Frontier Science Program has been implemented in accordance with its implementing scheme established by the Economic Summit of member countries and the European Communities at the intergovernmental meeting held in Berlin on July 26-28, 1989 and subsequently revised by the founding members and Switzerland at the intergovernmental meeting held in Tokyo on January 21-22, 1992.

The International Human Frontier Science Program Organization is governed by the Board of Trustees with advice from the Council of Scientists and the Program is implemented by the Secretariat, headed by a Secretary-General.

The International Human Frontier Science Program Organization is supported financially by voluntary contributions from its Members, currently Australia, Canada, France, Germany, India, Italy, Japan, New Zealand, Norway, the Republic of Korea, Singapore, Switzerland, the United Kingdom of Great Britain and Northern Ireland, the United States of America and the European Commission.

 

Article 1 – Status, Name and Registration

1. The International Human Frontier Science Program Organization (“HFSPO”) is an Association with international membership, governed by the local law on Associations applicable in the Haut-Rhin, Bas-Rhin and Moselle (Articles 21 to 79 IV of the Local Civil Code [Code Civil Local]), France.
2. HFSPO is registered in the Registre des Associations du Tribunal d’Instance de Strasbourg, Volume 58, Sheet 99.
3. The seat of HFSPO is at 12 quai Saint-Jean, Strasbourg (67000), France.
4. The seat may be moved within the conurbation of Strasbourg by a decision of the Board of Trustees.
5. HFSPO does not have a termination date.


Article 2 – Objectives

1. The objectives of HFSPO are to develop and implement the Human Frontier Science Program (“HFSP”, “the Program”).
2. HFSPO aims to promote and fund basic research focused on the elucidation of the sophisticated and complex mechanisms of living organisms for the benefit of all humankind, through international cooperation.
3. HFSPO attaches the highest importance to scientific merit, internationality (especially intercontinentality) and interdisciplinarity in implementing the Program.
4. HFSPO shall abstain from any political or commercial activities.


Article 3 – Activities

1. In order to achieve its objectives, HFSPO may:
a. conduct the following activities to implement the Program:
i. provide research grants to international joint research teams,
ii. provide fellowships to researchers, and
iii. organize and/or subsidize scientific workshops,
b. conduct other activities necessary to assist with the achievement of its objectives, and
c. form partnerships in order to achieve these objectives.

 

Article 4 – Resources

1. The resources of HFSPO may be used solely to achieve the objectives of Article 2.
2. HFSPO has the following main resources:
a. annual voluntary contributions from each HFSPO Member designated to fund the Program,
b. subsidies, gifts and donations that HFSPO may be authorized to accept on account of its capacity, the nature of its objectives or its activities,
c. interest and income from assets and securities owned by HFSPO, and
d. any other resources (including the secondment of personnel and in-kind contributions) allowed under the laws and regulations to which HFSPO is subject.
3. HFSPO Members shall make every effort to ensure that annual contributions are on an equitable basis so that the burden of support is shared appropriately.

4. HFSPO Members shall convene a meeting every three years for the purpose of issuing an agreed Joint Communiqué on the future of HFSPO and to agree voluntary contributions to its budget.  


Article 5 – HFSPO Membership

1. HFSPO is an international non-governmental, non-profit collaboration whose members (“HFSPO Members”) are countries and the European Commission.
2. "Management Supporting Parties" are the entities that formally represent their HFSPO Members. Such entities may include national governments (e.g. Ministries, Departments or their equivalent), bodies mandated by the government of a country to represent that country and to participate in the activities of HFSPO, government funded bodies that are authorized to participate in the activities of HFSPO in their own right, and internal departments of the European Commission.
3. HFSPO Members must inform the President of HFSPO (“the President”) in writing if there are any changes regarding their Management Supporting Parties.
4. HFSPO Members provide voluntary financial contributions either directly or via their Management Supporting Parties.
5. New membership of HFSPO is open to all interested countries, subject to the prior approval of the Board of Trustees.
6. The Board of Trustees decides as to the acceptance of new Members after deliberation on such factors as the country’s scientific capacity in basic research in the areas of the Program, and after agreement on the level of financial support for HFSPO.
7. Membership of HFSPO is lost upon receipt of a written notice of resignation sent to the President. The Board of Trustees may exceptionally request an HFSPO Member to terminate its membership where the HFSPO Member acts not in accordance with the Statutes and when such conflict cannot be resolved following due process.

 

Article 6 – Fiscal year

HFSPO’s fiscal year starts on 1 April and ends on 31 March.


Article 7 – Accounts

1. The Board of Trustees approves the annual accounts within six months after the end of the fiscal year. These are prepared in accordance with the legal requirements for Associations in France.
2. The annual accounts, together with the activity report, the financial statements and the Statutory Auditor’s report will be sent to members of the Board of Trustees at least thirty days before the date of the meeting at which the accounts for the previous fiscal year will be approved.


Article 8 – Statutory Auditor

1. The Statutory Auditor is an external auditor appointed by the Board of Trustees in accordance with French law to audit the HFSPO accounts.
2. The Statutory Auditor will attend the Board of Trustees’ meeting for the approval of the annual accounts and may be invited to attend any other Board of Trustees’ meeting.
3. The Statutory Auditor will be entitled to receive fees determined in accordance with the regulations in force, for each fiscal year.
4. The Statutory Auditor’s contract with HFSPO shall not be renewable but the same auditor may apply in open competition under a new tendering procedure and a new contract awarded if successful.


Article 9 – Internal audit

1. The Internal Audit Committee provides the Board of Trustees with independent objective assurance of its competence to deliver the Program and on improvement of governance procedures.
2. Appointees to the Internal Audit Committee will normally be individuals fulfilling an audit function within HFSPO Members or Management Supporting Parties, or closely associated with them.
3. The Board of Trustees shall appoint three auditors to the Internal Audit Committee and appoints one of these as the Chair.
4. The Internal Audit Committee shall conduct the internal auditing of any of HFSPO’s activities and report to the Board of Trustees.
5. The Internal Auditors are appointed for three years, renewable once.


Article 10 – Board of Trustees: operational

A. HFSPO Member representation on the Board of Trustees

1. The Board of Trustees is the General Assembly [Assemblée générale] of the Association and is the ultimate decision making body of HFSPO.
2. HFSPO Members or their Management Supporting Parties mandate either one or two persons ("Trustees") for each HFSPO Member to represent them on the Board of Trustees.
3. The President must be advised in writing of any changes of individual that HFSPO Members or Management Supporting Parties wish to appoint to represent them on the Board of Trustees.

 

B. Meetings of the Board of Trustees

1. The President shall call a meeting of the Board of Trustees at least once a year. An Annual General Meeting of the Board of Trustees will be held within six months of the end of HFSPO’s fiscal year.
2. The President may call a meeting of the Board of Trustees whenever else the President deems necessary.
3. A meeting of the Board of Trustees may also be called at the request of at least 2/3 of the HFSPO Members. If the President fails to call a meeting within fifteen days of the date of receipt of such a request, the HFSPO Members who submitted the request may call the meeting.
4. Notice of meetings must be sent to each Trustee, using any method of written communication, at least thirty days in advance.
5. The notice must state the agenda drawn up by the President or by the HFSPO Member representatives who requested the meeting.
6. The Board of Trustees may only make decisions on items listed on the agenda. Additional issues may be discussed under Other Business but cannot be taken to a vote at that time. However, an electronic vote may be taken later, with 30 days’ notice.
7. Trustees may nominate in writing an Alternate for a meeting and the Alternate shall have the same responsibilities as the Trustee for that meeting.
8. Trustees (or their Alternates) shall sign an attendance sheet and the President will certify its accuracy.
9. A quorum for the Board of Trustees meetings is 2/3 of the HFSPO Members present at the voting (including votes carried in proxy by the President).
10. Each HFSPO Member has one vote on the Board of Trustees, regardless of the number of Trustees appointed to the Board of Trustees by that HFSPO Member.
11. Where an HFSPO Member is represented by two Trustees, they shall agree a single vote for each decision of the Board of Trustees. Where agreement cannot be obtained, the HFSPO Member shall abstain.
12. HFSPO Members whose Trustees are unable to attend a meeting may delegate proxy votes to the President by giving written notification (including by electronic means) in advance of the meeting of the Board of Trustees.
13. A President, two Vice-Presidents and a Treasurer are elected by the Board of Trustees from amongst the Trustees for a three year term. Their terms are renewable for a further three years.
14. If the term of the President, Vice-Presidents or Treasurer shall end before a successor has been elected then they will retain their position continuously until such time as a successor is elected.
15. The President chairs meetings of the Board of Trustees. If the President is unavailable meetings are chaired by one of the two Vice-Presidents or, failing this, by a person named by the Board of Trustees.
16. The President may delegate the Chair to a Vice-President for particular items at a meeting of the Board of Trustees.
17. The Secretary-General attends meetings of the Board of Trustees but has no right to vote. The Secretary-General may be asked to leave a meeting of the Board of Trustees if the business transacted relates to him/her personally or the Board of Trustees wishes to discuss issues in a closed session.
18. The President may ask other members of the HFSPO Secretariat or any other person whose opinion is relevant, to attend meetings of the Board of Trustees, in an advisory capacity only.
19. The Board of Trustees aims to achieve consensus in its deliberations.
20. Decisions of the Board of Trustees are made by a two-thirds majority vote of HFSPO Members present and voting except for decisions on Article 5.6, Article 11.2.b and Article 17.2, which shall be made by unanimous decisions of HFSPO Members present and voting.
21. Valid decisions of the Board of Trustees are binding on all Trustees, even if they were not present for the vote, abstained from voting, or voted against the decisions.
22. Meetings and documents of the Board of Trustees are confidential to HFSPO Members and Management Supporting Parties and confidentiality must be respected by all Trustees, invitees and observers.
23. Business transacted by the Board of Trustees shall be recorded in minutes that shall be signed by the President, after acceptance by the Board of Trustees, as a true record and held in a register of minutes of the Board of Trustees.

 

C. Decisions outside of face to face meetings

1. The President may call a meeting of the Board of Trustees via videoconference or teleconference, or any other means of electronic communication available to all Trustees.
2. Attendance at such a meeting must be confirmed by each Trustee and certified by the President.
3. The Board of Trustees may make decisions using electronic distribution of motions and via electronic voting in accordance with the Bylaws.

 

Article 11 – Board of Trustees: powers

1. The Board of Trustees is the ultimate decision making body of HFSPO. It is empowered to agree all activities of HFSPO and to ensure that they are implemented.
2. The Board of Trustees:
a. is responsible for the general policy regarding the operation, management and implementation of the Program,
b. approves and revises, as appropriate the Statutes of HFSPO,
c. establishes and amends Bylaws,
d. approves the annual activity report and the financial statement presented to it by the President,
e. approves the accounts of the previous fiscal year presented to it by the Treasurer,
f. approves the amount of the annual awards to be granted under the Program,
g. votes, pursuant to the Treasurer’s proposal, on the budget and any changes to the budget and oversees the implementation of the budget,
h. approves the Program activity plan,
i. approves strategic plans of HFSPO,
j. approves a formal Annual Report to be provided to HFSPO Members and Management Supporting Parties,
k. approves policies to address conflicts of interests,
l. decides on the acceptance of applications for new HFSPO Membership,
m. seeks advice, as appropriate, from the Council of Scientists on the operation of the Program,
n. appoints and dismisses members of the Council of Scientists, after due consultation with the Council of Scientists,
o. appoints and dismisses the Statutory Auditor and the Internal Auditors,
p. decides to appoint or dismiss a Secretary-General, after due consultation with the Council of Scientists,
q. determines, in conjunction with the Council of Scientists, the arrangements to be followed for the independent evaluation of the scientific achievement and management effectiveness of the Program, for which purposes the Board of Trustees may obtain additional advice,
r. deliberates and decides all other basic matters regarding the management of the Program,
s. may set up specialized committees or working groups and decide their membership, remit and rules of procedure,
t. defines the guidelines for HFSPO’s cash investment policy,
u. agrees policies for managing estates expenditure, including capital items or maintenance, exceeding an amount agreed annually by the Board of Trustees,
v. approves transactions relating to the property, loans, insurance and investments of HFSPO exceeding an amount agreed annually by the Board of Trustees,
w. authorizes actions and commitments in excess of the President’s specific powers and may delegate any powers to a member of the Board of Trustees or to the Secretary-General, and
x. approves the report referred to in Article L. 612-5 of the French Commercial Code [Code de Commerce] on related-party agreements submitted to it by the Statutory Auditor.


Article 12 – President

1. The President is the legal representative of HFSPO and the Chair of the Board of Trustees.
2. The President is responsible, with the assistance of the Secretary-General, for the day-to-day management of HFSPO.
3. The President may delegate to the Secretary-General such powers, representation authorities and signature authorities as are required for the performance of his/her duties. Such delegations must be recorded in writing. The scope and limits of the powers delegated and any right to sub-delegate must be specified. The delegations granted by the President are subject to the prior authorization of the Board of Trustees.
4. The President:
a. represents HFSPO in all civil acts and holds full powers to bind it,
b. has the capacity to represent HFSPO in legal proceedings, as claimant or defendant and may only be replaced by an agent acting pursuant to a special power of attorney granted by the President directly or by the Board of Trustees,
c. may issue any legal proceedings to defend the interests of HFSPO, agree any settlements and lodge any appeals with the prior permission of the Board of Trustees,
d. calls meetings of the Board of Trustees and its Steering Committee, proposes the agenda and chairs those meetings or delegates items to one of the Vice- Presidents to chair,
e. implements or causes to be implemented the decisions taken by the Board of Trustees,
f. reports to the Board of Trustees on the progress of the Program activities, HFSPO’s financial position and all other matters, by providing them with the following main documents, namely the Program activity plan, the financial statement for each fiscal year, annual budget proposal for each fiscal year, the annual activity report and when due, a strategic plan,
g. submits to the Board of Trustees, an Annual Report on the review of scientific achievements, in order to facilitate the evaluation of the Program’s scientific achievements,
h. authorizes expenditure, payments and receipt of revenue,
i. causes the annual budget to be prepared, with the Treasurer, and oversees the proper implementation of the budget,
j. is authorized to open and operate any necessary accounts and savings accounts with any credit or financial institutions,
k. ensures that the financial resources investment policy is implemented as approved by the Board of Trustees,
l. signs all contracts of purchase or sale and, more generally, all documents and contracts required for the implementation of the decisions taken by the Board of Trustees, and
m. informs the Statutory Auditor of the agreements referred to in Article L. 612-5 of the French Commercial Code.
5. The President may delegate part of his/her powers and his/her signature authority to one or more Steering Committee members. All such delegations require the prior permission of the Board of Trustees, must be recorded in writing and must state the scope and limits of the powers delegated.

 

Article 13 – Vice-Presidents

1. The Vice-Presidents assist the President in the performance of his/her duties and replace the President if he/she is unavailable.
2. The Vice-Presidents serve on the Steering Committee during their term of office.


Article 14 – Treasurer

1. The Treasurer, on behalf of the President, presents to the Board of Trustees an annual budget prepared by the Secretariat.
2. The Treasurer ensures that the Secretary-General prepares HFSPO’s annual accounts and ensures the production of a financial statement presented to the Board of Trustees with the annual accounts.  
3. The Treasurer authorizes the collection of the annual contributions.
4. The Treasurer, on behalf of the President, ensures that the cash investment policy is implemented as approved by the Board of Trustees.
5. The Treasurer may be authorized by the President to operate any necessary bank accounts and savings accounts.
6. The President may delegate certain of the Treasurer’s responsibilities to the Secretary-General.


Article 15 – Steering Committee of the Board of Trustees

1. The Steering Committee of the Board of Trustees ("Steering Committee") is a committee of the Board of Trustees that provides management oversight of HFSPO.
2. The Board of Trustees shall establish a Steering Committee composed of:
a. the President,
b. the two Vice-Presidents, and
c. the Treasurer.
3. Steering Committee members are appointed ex officio during the time that they hold the posts in 2 above.
4. Additional members may be co-opted to the committee for specific and time-limited tasks.
5. The Steering Committee is charged with managing HFSPO on behalf of the Board of Trustees and with assisting the Secretariat in implementing policies agreed by the Board of Trustees.
6. The Secretary-General attends meetings of the Steering Committee but does not vote.
7. The Secretariat shall maintain a record of minutes of Steering Committee meetings.


Article 16 – Council of Scientists

1. The Council of Scientists is a body providing independent scientific advice to the Board of Trustees on any matters relating to the Program.
2. The Board of Trustees may request scientific advice from the Council of Scientists on any matter.
3. Each HFSPO Member nominates one member of the Council of Scientists ("Members of the Council of Scientists"). The Board of Trustees agrees the membership and size of the Council of Scientists.
4. Members of the Council of Scientists are appointed for two years, renewable once for a further two years.
5. A Chair and two Vice-Chairs will be elected by the Members of the Council of Scientists from among its members, each for a term of one year, renewable once for one year. The Chair chairs the Council of Scientists and the Vice-Chairs support the Chair. In the event of the Chair being absent, one of the Vice-Chairs will carry out the Chair’s duties on his/her behalf.
6. If a Member of the Council of Scientists is elected as the Chair of the Council of Scientists during the fourth year of his/her term, a further one-year extension of his/her term may be granted by vote of the Council of Scientists.
7. At the end of their appointments and if necessary, the Chair and the Vice-Chairs will remain in office until their respective successors have been elected.
8. The Council of Scientists may invite external experts to attend its meetings in an advisory capacity.


Article 17 – Secretary-General

1. The Secretary-General of HFSPO ("the Secretary-General") is an employee of HFSPO, head of the Secretariat and accountable to the Board of Trustees.
2. The Secretary-General is appointed by the Board of Trustees.
3. The Secretary-General is appointed to implement the decisions of the Board of Trustees. Since HFSPO has an international membership, this function of the Secretary-General implies that there be a regular rotation of this office holder in order to ensure, by means of a turnover of individuals and of ideas, that HFSPO remains open to the entire international scientific community and that a balance is maintained in the representation of HFSPO Members.
4. The Board of Trustees expects the Secretary-General to fulfill the objectives of the Program to the best of his/her abilities and will serve the Board of Trustees to this end.
5. The Secretary-General is responsible for the implementation and conduct of the Program in accordance with the decisions of the Board of Trustees.
6. In order to implement the Program, the Secretary-General is responsible for the administration of all aspects of the Secretariat, namely:
a. research grant and fellowship programs, and any other program agreed by the Board of Trustees,
b. workshops,
c. the peer review processes,
d. issuing and administering awards,
e. supporting the meetings of the Board of Trustees and the Council of Scientists and any other committees agreed by the Board of Trustees, including ensuring that all documents required by the Statutes are provided, and
f. any other activity agreed by the Board of Trustees.
7. The Secretary-General is responsible for undertaking any tasks delegated to him/her by the President with the approval of the Board of Trustees.
8. The Secretary-General is responsible for appointments and dismissals of staff of the Secretariat.


Article 18 - Secretariat

1. The Secretariat of HFSPO ("the Secretariat") is the employed staff of HFSPO delivering the Program and is composed of the Secretary-General and the employees in Strasbourg.
2. The Secretary-General shall make appointments to Secretariat posts on the basis of selection from a choice of candidates, conforming to appointment procedures and job requirements in Bylaws approved by the Board of Trustees.
3. The Secretary-General shall provide for early consultation with, and endorsement by, the Board of Trustees on appointments and dismissals of senior permanent staff [cadre supérieur].
4. The appointments policy should ensure that over time the interests of HFSPO Members and their contributions to the Program are reflected fairly.
5. All employment matters shall be in accordance with French and local laws, and described in the Bylaws.
6. Under the overall responsibility and supervision of the Secretary-General, the Secretariat shall:
a. implement the decisions of the Board of Trustees,
b. provide to the Board of Trustees any documentation that it requests or which are specified in the Statutes, such as:
i. Program activity plan,
ii. financial statement for each fiscal year,
iii. annual budget proposal for each fiscal year,
iv. annual activity report,
v. Annual Report to be provided to HFSPO Members and the Management Supporting Parties,
vi. strategic plan and reports on the implementation of such plans.
c. administer all aspects of the Program,
d. support the meetings of the Board of Trustees, the Council of Scientists, Review and Selection Committees, the Internal Audit Committee and any other committees as established by the Board of Trustees, and
e. support any other activity agreed by the Board of Trustees and necessary for implementation of the Program.


Article 19 – Dissolution

1. The Board of Trustees may agree to dissolve HFSPO by consensus.
2. If any resource remains after all debts and liabilities have been cleared, such resources shall be disposed of without financial benefit to HFSPO Members in a manner that is consistent with the objectives of HFSPO and as decided by the Board.


Article 20 - Language

1. The official language of HFSPO shall be English.
2. The Statutes of HFSPO have been written in English and translated into French. The translation from English has been undertaken by a certified translator.
3. The English version takes precedence over the French version.
4. For communication within HFSPO, the English version takes precedence over the French version in interactions between HFSPO Members and third parties.
5. The French version shall be communicated to any French administrative or judicial authority that requests it.


Approved by the Board: 12 July 2018


Signed:

Professor Shigekazu Nagata, President of HFSPO
Place and date: Strasbourg, November 6, 2018