Article 1

NAME AND CHARACTER

The name of the Organization shall be the International Union for Health Promotion and Education (hereinafter referred to as "the Union"). The Union is an international non governmental organization of unlimited duration, free from any political, racial or religious ties.

STRUCTURE

The governing bodies of the Union are the General Assembly, the Board of Trustees, the Executive Committee and Regional Committees. The administrative units are the Headquarters and the Regional Offices.

LEGAL DOMICILE

Its legal domicile is fixed in Paris. It can be transferred by decision of the General Assembly.

PURPOSES AND MEANS

Article 2

PURPOSE

The purpose of the Union shall be to contribute to the development of health promotion and health education throughout the world. For this, the Union seeks :

1. to maintain constant relations with non governmental and governmental organizations of a national, regional or international character and concerned with the promotion of health ;

2. to establish an effective link between organizations and people working in the field of health promotion and health education in the various countries of the world, and to enable them to pool their experience and knowledge;

3. to facilitate world-wide exchanges of information and experiences on all matters relating to health promotion and health education, including programmes, professional preparation, research, methods, techniques, communication, media, etc.

4. to promote the improvement of professional preparation in health promotion and health education for health personnel, education personnel, social workers and others ;

5. to promote scientific research, including field studies concerning health promotion and health education methods;

6. to provide through international conferences and regional seminars opportunities for study and constructive discussion on the promotion of health ;

7. to promote the development of an informed public opinion on matters relating to healthful living;

8. to maintain constant relations with the World Health Organization, Unesco, Unicef, and other international organizations for the advancement of health promotion and health education throughout the world.

Article 3

MEANS

The above objectives may be pursued through: periodic international conferences ; regional meetings or seminars on specific aspects of health promotion and health education ; the work of international standing and ad hoc committees ; periodical and other publications ; the use of consultants, scholarship aid, as resources or special grants permit ; any other appropriate means including the establishment of Regional Offices.

MEMBERSHIP

Article 4

The Union shall comprise members, and voluntary subscribers.

Members :

1. National Institutional members shall be organizations of national scope which are responsible for organising health promotion and health education in their country (e.g. national agencies, authorities, councils, institutes, and units).

2. Institutional Members shall be organizations of international, national or local scope, one of whose main purposes is to undertake or promote one or more aspects of health promotion and health education, which focus on specific themes, target groups, or settings (e.g. local providers of health education, local institutes for health promotion, faculties or departments of universities, national organizations such as a national heart foundation, a national medical association, a national research council, international aid agencies, etc).

3. Individual Members shall be individuals with a professional or personal interest in health promotion, and health education.

4. 4) Honorary Members shall be organizations or individuals giving special support to the Union.

Voluntary subscribers :

In addition, institutions or individuals who simply wish to subscribe to the funds of the Union shall be entitled to the description of voluntary subscribers.

GENERAL ASSEMBLY

Article 5

MEMBERSHIP AND ROLE

The General Assembly shall be composed of all Union members whose rights, privileges, and duties are laid down and revised from time to time in the Bye-Laws.

The General Assembly shall be called upon to determine the policy of the Union after discussion of the reports on Union activities submitted by the Executive Committee at a meeting held concurrently with each World Conference, and to which all the members of the Union are convened by the President. Extraordinary sessions of the General Assembly can be held at the request of the Board of Trustees.

The General Assembly shall be invested with all powers necessary for the furtherance of the Union's aims, in particular :

a) it elects the President and the Members of the Board of Trustees;

b) it appoints Honorary Presidents, and counsellors to serve permanently with the Union, selected from among former Presidents of the Union or personalities whose services to the Union warrant their election to such functions;

c) it approves the reports of the Executive Committee and reviews the programmes of work proposed by the Board of Trustees;

d) it approves amendments to the Constitution;

e) it may, as it sees fit, amend or repeal all measures taken, or appointments made, between sessions;

f) it decides the location of the next World Conferences based on the recommendations of the Board of Trustees;

g) it discusses all items on the final agenda it has adopted.

Article 6

VOTING RIGHTS AND PROXIES

The apportionment of voting powers in the General Assembly shall be made according to the principles set down in the Bye-Laws. Voting by proxy is authorized.

Article 7

PROCEDURE

Deliberations of the General Assembly shall be valid at an ordinary and at an extraordinary session when a quorum of ten percent of the members entitled to vote is either present or represented by proxy. Should it be impracticable to reach a quorum within the space of an hour after the General Assembly has convened, the latter shall be adjourned for twenty four hours and the members present at this adjourned meeting shall constitute the quorum regardless of their number.

The decisions of the General Assembly shall be taken by a majority vote of those present and voting, or those voting by proxy, or consulted by post.

A consultation by post shall be valid if twenty percent of the members reply.

THE BOARD OF TRUSTEES

Article 8

COMPOSITION

The Board of Trustees shall comprise :

• the President elected by the General Assembly.

• a maximum of forty members elected by the General Assembly among national institutional, institutional and individual members with due consideration given to the geographical distribution of the members of the IUHPE. Members shall be elected for six years, half of them in principle being elected at each ordinary session of the General Assembly. They shall be eligible for re-election.

• an accredited representative of each national institutional member sitting ex-officio.

• the Regional Directors sitting ex-officio.

Article 9

The Executive Committee shall include the President, and Vice Presidents. The President's term of office, normally three years, shall begin at the end of the session of the General Assembly, which elected him/her and expire at the end of the following meeting of the General Assembly.

The Vice Presidents shall be elected amongst elected members of the Board of Trustees at the first session of the Board of Trustees following the General Assembly of the Union. Their term of office, normally three years, shall continue until the following meeting of the General Assembly. They shall be eligible for re-election. Their roles and responsibilities are laid down in the Bye-Laws.

Article 10

POWERS

When the General Assembly is not sitting, its powers shall be exercised by the Board of Trustees. In particular :

a) it governs and administers the Union ;

b) it elects the Vice Presidents ;

c) it proposes work programmes to the General Assembly ;

d) it reviews and approves the reports of the Vice Presidents and reviews programmes proposed;

e) it considers and decides upon proposals, financial reports on past activities, the appointment of an auditor, and the auditor's report on the previous year's business ;

f) it approves amendments to the Bye-Laws in conformity with the relevant provisions ;

g) it appoints the Nominations Committee whose task is to prepare the list of candidates for elections ;

h) it sets up such committees as seem necessary to carry out the tasks of the Union and appoints their chairpersons ;

i) it votes on measures taken by the President between its sessions ;

j) it submits at each ordinary session of the General Assembly a report of the work of the Union during the period which has elapsed since the last ordinary session ;

k) it screens and selects potential hosts for the next World Conferences on the basis of criteria previously established by the Executive Committee ;

l) it is empowered to fill vacancies among members of the Board of Trustees and of the Executive Committee occuring between meetings of the General Assembly.

Article 11

SESSIONS

The Board of Trustees shall meet in ordinary session in principle once a year.

An extraordinary session of the Board of Trustees shall be held on the initiative of the President or at the request of ten of its members.

The President shall be authorized to consult the Board of Trustees by correspondence should he/she judge it impractical to call an extraordinary session.

Article 12

VOTING RIGHTS

Each elected, co-opted, or ex-officio member of the Board of Trustees shall have a single vote. Voting by proxy is authorized.

Article 13

PROCEDURE

Deliberations of the Board of Trustees shall be valid at an ordinary session when a quorum of one third of the members is present or represented, and at an extraordinary session when a quorum of one fourth of the members is present or represented.

A consultation by post shall be only valid if half of the members reply.

Decisions shall be taken by a majority vote of those present and voting, or voting by proxy, or consulted by post.

PROPERTY AND FINANCE

Article 14

CIVIL LIABILITY

The Union shall be solely responsible, to the exclusion of its members, for all its transactions and engagements.

Article 15

PROPERTY

Within the limits laid down by its purpose, the Union acquires, owns, alienates, and administers any property as it sees fit. The Union may accept unrestricted contributions and assistance in any form from members, individuals, public or private bodies. The Union may accept, as agent or trustee, funds or property in trust or earmarked for particular use provided that such use is within the general scope of the Union's activities, purposes, and powers. The Union may accept any conveyance of real estate to its use or benefit.

Article 16

FINANCIAL YEAR : MEMBERSHIP

The financial year runs from January 1st to December 31st of each year. Each member shall pay an annual membership fee to the Union in such amount as fixed by the Board of Trustees.

If a member without due reason fails to pay his/her membership fee, the Executive Committee shall reserve the right, after giving due notice to terminate the said membership. The Board of Trustees and General Assembly will be notified of the termination of any national institutional membership.

THE EXECUTIVE COMMITTEE

Article 17

THE PRESIDENT

The President shall preside at all meetings of the General Assembly, of the Board of Trustees and of the Executive Committee. He/she shall represent the Union in its relations with other institutions and the authorities of all countries. He/she shall represent the Union in law and in all civil acts and ensure the general supervision of the work of the Headquarters by delegation to the Vice President for Coordination, Administration and Membership or another Vice President where appropriate. In the interval between sessions of the General Assembly, of the Board of Trustees, and of the Executive Committee, or when it is impossible for them to meet owing to exceptional circumstances, the President is competent to take any urgent measures, including the approval of extraordinary expenditure not included in the budget approved by the Board of Trustees. He/she is responsible for giving an account of such measures at the next meeting of the groups in question.

Article 18

VICE PRESIDENTS

Having been elected by the Board of Trustees, as provided for in Article 9, Vice Presidents shall have functions as set out below :

Each Region will be represented by a Vice President who shall represent the Region in all meetings within and outside the Union and ensure the general supervision of the work of the Regional Office.

In addition, the Union shall establish five Vice President positions with specific responsibilities in the following areas :

• fund raising and finance (hereinafter FF)
• coordination, administration and membership (hereinafter CAM)
• organization of the World Conference (hereinafter WC)
• scientific and technical development (hereinafter STD)
• promotion and communication (hereinafter PC).

Article 19

THE CAM VICE PRESIDENT

The CAM Vice President shall ensure the general supervision of the work of the Headquarters under the authority of the President. He/she shall co-ordinate together with the Regional Vice Presidents, the work of the Regional Offices.

Article 20

THE FF VICE PRESIDENT

The FF Vice President shall cause to be kept accurate accounts of all funds received and shall disburse these in accordance with instructions given by the Executive Committee. He/she shall put forward budgetary proposals and shall report on income and expenditures to the Executive Committee and to the Board of Trustees. As required by Article 10 e), he/she shall arrange for the accounts to be duly audited at the close of each financial year by an auditor appointed by the Board.

Article 21

MEETING OF THE EXECUTIVE COMMITTEE

The Executive Committee shall meet in ordinary session in principle twice a year, one of which shall precede the ordinary meeting of the Board of Trustees.

Extraordinary sessions of the Executive Committee shall be held on the initiative of the President or at the request of half of its membership.

The President shall be authorized to consult the Executive Committee by correspondence should he/she judge it impractical to call an extraordinary session.

THE EXECUTIVE DIRECTOR

Article 22

The Executive Director shall manage the central services of the Union and be responsible to the CAM Vice President under delegation of the President, for the carrying out by the Headquarters of the work entrusted by the Executive Committee and the Board of Trustees.

The Executive Director is appointed by the Executive Committee, on behalf of the Board of Trustees.

THE REGION

Article 23

The regional boundaries shall be determined by the Board of Trustees, having regard to the geographical distribution established by the United Nations Agencies (especially the WHO) and taking into account the previous existing regions.

The establishment of a regional structure shall be decided by the Board of Trustees on the proposal of a Union member within the region suggested. It requires an administrative support which must be identified and guaranteed.

Article 24

STRUCTURE

The Region itself is free to establish its own structure which at least shall include:

1. a Regional Committee;

2. a Regional Office.

THE REGIONAL COMMITTEE

Article 25

COMPOSITION

The Regional Committee shall comprise :

• The Union's President;

• One representative of each national institutional member of the Union within the respective region;

• Members of the Board, within the respective Region,

• Additional individuals from institutional and individual membership.

Article 26

The Regional Officers shall include:

• the Vice President,

• the Director of the Regional Office (Regional Director).

His/her term, usually three years, shall begin at the end of the following session of the Board of Trustees which elect him/her. He/she is eligible for re-election. His/her role and responsibilities are defined in the Bye-Laws.

Article 27

POWERS

Within the general functioning of the Union, the powers of the Regional Committee are as follows :

a) it governs the Region in accordance with the Constitution and Bye-Laws of the Union, within the General policy formulated by the General Assembly;

b) it participates in the formulation of the Union policy;

c) it proposes the Officers and additional members-at-large of the Regional Committee;

d) it approves the report of the Regional Director and reviews the programme proposed;

e) it reviews and approves the financial report concerning the past year and the budget proposals. It is authorized to raise funds for its regional activities and to recruit new members for the Union;

f) it sets up such committees as it deems necessary;

g) it discusses all items on the final agenda it has adopted.

THE REGIONAL OFFICERS

Article 28

THE VICE PRESIDENT FOR THE REGION

He/she shall chair all meetings of the Regional Committee. He/she shall represent the Region in all meetings within and outside the Union and ensure the general supervision of the work of the Regional Office.

Article 29

THE REGIONAL DIRECTOR

He/she shall

a) replace the Vice President, should he/she be absent or unable to represent the Region;

b) be responsible for the administrative and financial services of the Region;

c) be responsible for transmitting plans and policy decisions to the members in the Region and encouraging them to translate decisions into action;

d) be responsible for recruiting new members for the Union;

e) seek to make regional activities financially self-sufficient.

FORCE MAJEURE

Article 30

Should the President for reasons beyond his/her control such as misadventure or death be prevented from fulfilling his/her duties, the CAM Vice President will serve in lieu of the President for an interim period determined by the Board of Trustees.

AMENDMENTS OF THIS CONSTITUTION

Article 31

The provisions of this Constitution can only be amended by the General Assembly with a majority of two thirds of members 1) present and voting, plus those voting by proxy, or 2) consulted by post, except in so far as a change of legal domicile is concerned, which may be decided by a simple majority of members 1) present and voting, plus those voting by proxy, or 2) consulted by post.

Proposed changes in the Constitution shall come to the General Assembly with the endorsement of the Board of Trustees. The proposed changes shall be placed in the hands of the members of the General Assembly, in written form, in the working languages of the Union as set down in the Bye-Laws.

DISSOLUTION

Article 32

Dissolution can only be pronounced by special resolution of the General Assembly at an ordinary or extraordinary session, or consulted by post, and approved by a majority of two thirds of members 1) present and voting, plus those voting by proxy, or 2) consulted by post.

Such a resolution shall be submitted by the President after consultation with the majority of the Board of Trustees.

In the event of dissolution, the Board of Trustees shall be convened to carry out the resolution, and, in the event of funds and property still being in existence in the name of the Union, to provide for the disposal of same. The Board of Trustees shall appoint one or more trustees for the liquidation of the Union's affairs ; the Union's net assets shall be assigned to one or more organizations with similar purposes, either public or of recognised public usefulness.

San Juan, Puerto Rico, June 24, 1998

Dr. Spencer Hagard
President