New governance for the Pasteur Network

Frequent asked questions (FAQ)


GENERAL QUESTIONS

  • 1. What are the legal texts and instruments that currently define the Institut Pasteur International Network?

    The Institut Pasteur International Network (hereafter the “Pasteur Network” or the “Network“), a unique model for cooperation in health, is composed of 33 members located in 25 countries and 4 regions (Europe-Mediterranean, Africa, Asia-Pacific and the Americas).

    The Network currently operates on the basis of 2 legal instruments:

    • The collaboration agreement signed in March 2015, which notably incorporates adherence to the Charter of Pasteurian Values;
    • An association governed by French law (under the related law of 1901) called the Pasteur International Network founded in 2011 (hereafter the “Association“).

    The members of the Network are also tied to the Institut Pasteur either by a founding agreement signed by the Institut Pasteur, the member’s country of operations or another partner institution, or by a cooperation agreement with these parties that may also involve other entities (e.g., local authorities of the member’s country). These agreements specifically define the nature and practical details of the relationship between the Institut Pasteur and each member.

  • 2. Why change the governance of the Pasteur Network?

    In November 2018, the members of the Network met in Paris during the Institut Pasteur International Network Symposium.

    Members discussed the operational issues preventing the implementation of a shared strategy and stressed the need for additional resources in order to be able to better respond to global health issues and establish transversal research programmes with greater impact. They wanted a greater and/or more visible contribution from the Institut Pasteur on behalf of the Network (sheltered foundation), in addition to a more balanced form  of governance (revision of the Association’s articles of association).

  • 3. What action has been taken ?

    In its 2019-2023 Strategic Plan, the Institut Pasteur has committed to making proposals designed to ensure that the governance of the Network is “more balanced and participative” with “a more structured economic model”, leading to a fundamental rethink of the “evolution of the status of the Pasteur International Network association such that it is able to meet its objectives”.

    A scientific strategy has been jointly developed and approved by the Board of Directors during a meeting held at the Centre Pasteur in Cameroon on 12 November 2019.

    In November 2019, during its General Meeting, the Association “unanimously encouraged the International Affairs Department of the Institut Pasteur to take action to develop the structure of the representative body of the Institut Pasteur International Network, while keeping members regularly informed” (Eighth Resolution). On 9 July 2020, the Institut Pasteur therefore presented to the Board  of the Association a proposal to implement such action.

    On 19 October 2020, a note was circulated by the Association to Network members proposing the format of a new form of governance. The members validated the draft proposal of changes (hereafter referred to as the “new form of governance”) at the General Meeting of the Association held on 20 November 2020.

     

  • 4. What does the Pasteur Network’s new form of governance entail?

    Firstly, it is proposed to create a sheltered foundation under the aegis of the Institut Pasteur in order to meet the first objective of defining a more effective and structured economic model designed to enhance the capacities of the Pasteur Network .

    Secondly, it is also proposed to keep the Association and its current status of an association governed under French law while modifying its articles in order to meet the second objective of establishing a more balanced and participative governance of the Network.

     

  • 5. When will the new form of governance come into effect?

    The new form of governance will come into effect after:

    • The members of the Network have adopted the new articles of the Association during the extraordinary general meeting to be held on 8 June 2021;
    • The members of the Network have signed the agreement covering the creation of the sheltered foundation under the aegis of the Institut Pasteur;
    • The new articles of the Association have been duly submitted to the prefecture and published in the Official Journal.
  • THE ASSOCIATION IN CLOSE-UP

  • 6. What role will be played by the renewed Association?

    The main objectives of the Association are to:

    • Represent the Pasteur Network vis-à-vis third parties, notably international organisations and any other entities committed to health research;
    • Facilitate the creation, fundraising and scientific coordination in the field of scientific projects and initiatives involving the participation of multiple Association members, with the possible collaboration of other partners working in the same fields;
    • Provide any required administrative and financial management of such projects and initiatives.

    The Association will perform the following activities in pursuit of its objectives:

    • Monitoring of international funding opportunities for research in the fields of global health for the benefit of Association members;
    • Support for Association members in the context of international calls for funding of projects;
    • Submissions to international, European and national calls for funding of projects;
    • Propose coordinated multi-party initiatives to be implemented by its members;
    • Adopt and implement a scientific strategy based on the recommendations of the Pasteur Network Scientific Strategy Committee (COS-RIIP). The composition and operating rules of which are defined in the Association’s rules of procedure;
    • Continue the organisation, regional and inter-regional coordination of the Pasteur Network and, more generally, promote all activities able to consolidate the links between the members of the Association;
    • Develop and coordinate the implementation of international educational programmes, trainings and research project through Research;
    • In accordance with the needs of Network members, design and seek funding for research application development initiatives;
    • Develop institutional partnerships at the regional level;
    • Manage the Association’s communications activities and promotion of the Network.
  • 7. How does the composition of the General Meeting and Board of the Association reflect a more balanced and more participative governance?

    The President of the Board, also President of the Association, is appointed by qualified two-thirds majority by the members of the Board  from the elected members of each region, for a term of office of two years, renewable once and in accordance with the principle of geographical rotation.

    Previously, this office and that of Association’s Treasurer could only be held by the President of the Institut Pasteur who will now only hold the post of Vice-President of the Association. The Institut Pasteur also previously had multiple representatives on the Board as of right. Now there is only one – the other members are all elected.

    In order to give greater strength to the regions, 2 representatives will now be elected, bringing their number up to 8 including the President (against 5 previously).

    The Board of Directors is composed as follows:

    1. Director as of right:
      -the Institut Pasteur, represented by its President, as of right Vice-President of the Association;
    2.  Elected directors:
      -8 directors, active members, designated by the Association General Meeting (2 directors per geographical region). In this regard, the Institut Pasteur may be elected for any of the establishments or entities under its control, represented by the authorised representative of said establishment or entity;
    3. Co-opted directors:
      -Two or three qualified external members , co-opted by the other members of the Board of Directors

    Members of the General Meeting (also known as General Assembly) of the Association

    The members of the General Meeting are all the “actives” and “associate” members of the Association who are up to date with their annual fees. Associate members are invited to attend General Meeting in a non-voting capacity.

  • 8. What are the different statuses of Association members?

    Association members are members of the Pasteur Network. Two statuses have been defined, without modification of the current position:

    1/ Active members 
    Active members of the Association are:

    • The Institut Pasteur, a French foundation of public interest , and member as of right; 
    • The institutes and organisations that have joined the Association and are founders of the Sheltered Foundation under the aegis of “Institut Pasteur”.

    Each member is represented within the Association by its legal representative or another person duly authorised by the latter, or by any representative duly authorised by members without legal personality.

    The Institut Pasteur is represented by its serving President, who designates a representative for all other Institut Pasteur entities directly or contractually under its control. Each of these entities has one vote on the bodies constituted under the Articles of Association.

    Acquisition of the status of member requires approval at the General Meeting of the Association by a two-thirds majority. Active members are required to pay an annual membership fee of which the amount and payment terms are specified at the start of each calendar year by the Board. Active members enjoy access to funding opportunities from the Institut Pasteur dedicated to the Network as well as access to Network tenders.

    2/ Associated members
    These are partners of any nationality wishing to support the Association’s objectives and already involved in collaboration projects with one or more members.

    Applications must be supported by an active member of the Association; acquisition of the status of associate member requires approval at General Meeting of the Association by a two-thirds majority vote.

    The total number of associate members may not be more than one-third of the number of active members’ representatives.

    Associate members must pay a fixed entry fee specified by the Board of Directors. Associate members enjoy access to the funding opportunities of the Institut Pasteur dedicated to the Network, and access to Network tenders.

  • THE SHELTERED FOUNDATION IN CLOSE-UP

  • 9. What role will the Sheltered Foundation play?

    The objectives of the Sheltered Foundation are to:

    • Support the development of the Institut Pasteur International Network;
    • Increase the Network’s resources, facilitate the mobilisation of funds and safeguard its management capabilities;
    • Raise the visibility of Network members as major operators in global health and medical research;
    • Support the Network’s work in tackling and preventing epidemics.

     

    In order to meet its objectives, the Sheltered Foundation may notably:

    • Design and implement collaborative capacity enhancement programmes in support of public health and research;
    • Design, finance and support training and technical expertise programmes;
    • Deploy an active policy of patronage and identification of dedicated funds;
    • Constitute and exploit emergency funds in the event of an epidemic.
  • 10. Who are the founder members of the Sheltered Foundation?

    The founding agreement of the Sheltered Foundation has been concluded by 2 parties: the umbrella foundation (Institut Pasteur) and the Sheltered Foundation (its founder members, i.e. members of the Network and the Association).

    It has been specified that the Sheltered Foundation is to be composed of members of both the Network and also the Association, in order to ensure effective interaction between both structures which missions are complementary.

    A founder member may be any natural person or entity (with or without a legal personality) making a contribution to the initial fund of the foundation and duly joining the Association and adhering to its values. Accordingly, the Institut Pasteur, the Pasteur Network association and the 32 members of the Network (in addition to the Institut Pasteur) as of the signing date of the agreement will be founder members of the Sheltered Foundation.

  • 11. How is the Sheltered Foundation structured?

    The President of the Sheltered Foundation is the President of the Institut Pasteur as of right. The President may not be removed. The President chairs the Management Committee and Executive Committee.

    Management Committee of the Sheltered Foundation
    The Management Committee is composed of Pasteur Network directors or equivalent functions who are members of the Institut Pasteur International Network and founders of the Sheltered Foundation.

    Executive Committee of the Sheltered Foundation
    The Executive Committee of the Sheltered Foundation has ten (10) members broken down as follows:

    • The Chair of the Bureau, as of right the Director General of the Institut Pasteur;
    • One Vice-Chair, as of right President of the Association;
    • Two designated representatives per geographical region, excluding the region of the President of the Association, namely seven (7) representatives;
    • As of right, a representative of the Institut Pasteur, appointed by the Bureau of its Board of Directors.

    With the exception of the two members as of right and the Vice-Chair, the members of the Executive Committee are appointed for two years. They may be renewed for one further term and may be removed with just cause by a two-thirds majority of the Executive Committee; any member subject to proposed removal may not take part in the vote.

    Executive Director
    The President of the Sheltered Foundation appoints an Executive Director on the advice of the Executive Committee.

    Strategy Committee of the main patrons and contributors
    A Strategy Committee may be created by the Executive Committee. It is composed of the main patrons and contributors. It advises the Executive Committee through its opinions and recommendations.

    Personnel
    As the Sheltered Foundation does not have a legal personality, it cannot have any employees. Any personnel dedicated to the Sheltered Foundation will be assigned or recruited by the founders or seconded by the umbrella foundation and be charged to the Sheltered Foundation at actual cost.

  • 12. How does the Sheltered Foundation of the Institut Pasteur reflect a more structured economic model?

    In order to meet its objective of enhancing the capacities and infrastructure of the Network, the Sheltered Fondation will strive to increase the funding available to the Pasteur Network.

    To this end, the Sheltered Foundation may:

    • Examine the possibility of establishing the Network’s own fund/dedicated funds and benefit from the management and financial administration of the umbrella fund, notably with the possibility of increasing such funds in order to conduct its operational activities emanating from its stated object for the Network.
    • Secure the commitment of the Institut Pasteur and enhance its financing in order to develop the Pasteur Network via:
      1. A seed fund of 5 million euros;
      2. Offering its services to the Network in a more fluid and transparent manner, while complying with the terms of the relations between the umbrella foundation and Sheltered Foundation as set out in its internal rules and in the agreement;
      3. Exploit the reputation of the Institut Pasteur vis-à-vis donors while providing a secure base for fund management.
    • Call on public generosity and/or international and governmental agencies in a targeted manner for the international activities of the Institut Pasteur.
  • LEGAL DEFINITIONS

  • 13. What is a sheltered foundation?

    A sheltered foundation is a philanthropic entity operating under the aegis of another entity which exploits specific funds held in accounts maintained by the latter. In fact and in law, a sheltered foundation is treated as a flexible philanthropic means of achieving objectives defined contractually between it and the umbrella foundation, whereby the latter performs a supporting role for its sheltered foundation in the deployment of its philanthropic public-interest activities, also enabling the sheltered foundation to benefit from tax benefits due to its associative status.

  • 14. What is the scope of action of the sheltered foundation? Is it permitted to fund activities not stated in its founding agreement?

    It is mandatory for the sheltered foundation’s scope of action to be related to the missions of its umbrella foundation as stated in its corporate object. The umbrella foundation and the sheltered foundation must share the same scope of action.

    Article 3 of the founding agreement of the Sheltered Foundation stipulates that its objectives are to:

    • Support the development of the Pasteur Network;
    • Increase the resources available to the Pasteur Network, facilitate the mobilisation of funds and secure its management capacities;
    • Enhance the visibility of Pasteur Network members as major operators on global health and medical research;
    • Support the Pasteur Network in the tackling and preventing epidemics.

     

  • 15. What is the legal regime applicable to a sheltered foundation?

    The regime of sheltered foundation was established under the French law on developing patronage dated 23 July 1987, notably in Article 20 which stipulates: “the irrevocable allocation, for the purposes of implementing a public-interest and non-profit activity, of property, rights or resources to a foundation recognised to be of public interest, the articles of association of which have been approved in this regard, provided such property, rights and resources are managed directly by the allocating foundation, yet without the creation of any distinct legal personality.”

    As the umbrella foundation is a recognised public-interest entity, the Sheltered Foundation benefits from the advantages of the patronage tax regime provided it does not deviate from performing works of a public-interest and non-profit nature.

  • 16. What is the legal personality of the Sheltered Foundation under the aegis of the Institut Pasteur?

    A sheltered foundation does not have a legal personality. It is legally under the authority of its umbrella foundation, has its own governance and resources but, as only the umbrella foundation has a legal personality, it alone acts on behalf of the sheltered foundation in legal terms (by way of decisions taken by the Management Committee or executive committee). The relationship between the umbrella foundation and sheltered foundation is contractual. The contract or agreement specifies the articles of association of the latter and governs the relations, with the umbrella foundation, notably those of a financial nature. To this end, the umbrella foundation (Institut Pasteur), as it alone has legal personality, takes all action on behalf of the Sheltered Foundation by specifying in all documents “acting on behalf of the Pasteur Network Foundation, a sheltered foundation under the aegis of the Institut Pasteur”.

  • 17. Does the Sheltered Foundation have any assets?

    Although the Sheltered Foundation does not have any legal personality or tax status, this does not mean that it cannot have its own resources. On its founding, the umbrella foundation and the sheltered foundation agree on the allocation of property, rights and resources in order to achieve the contractually defined objectives, whereby such specific funds are maintained by the umbrella foundation in dedicated management accounts.

    The Institut Pasteur and the founder members of the Sheltered Foundation will therefore contractually define, in an agreement specifying the articles of association of the Sheltered Foundation, the resources to be allocated to the Sheltered Foundation which the latter alone may exploit.

    Once founded, the Sheltered Foundation may also receive funds in its own name for allocation to its activities. In this regard, donors may benefit by way of association from the tax benefits relating to the status of IP as an umbrella foundation when making bequests and donations to the Sheltered Foundation, in accordance with bilateral or EU tax agreements between the country of origin of the funds and France.

  • 18. Will the Association, the 34th founder member of the Sheltered Foundation, have the same role as the other founder members?

    In addition to its role similar to that of the other founder members, the Association benefits from an overview of the Network and regional strategies, it is therefore able to play an advisory and coordinating role between other members, the Sheltered Foundation and the umbrella foundation.

    As a member, and in the event of any incompatibilities relating to their articles of association and/or national regulations, the Association may represent and act as spokesperson or intermediary for certain members should they not be able to directly contribute to the Sheltered Foundation.

  • 19. Fees paid to the Association and donations made to the Sheltered Foundation.

    Allocation of the Association’s annual fees to the Foundation in 2021. Do the initial contributions of founder members to the Sheltered Foundation replace the annual fee paid to the Association? Why are payments made to the Foundation and not to the Association.

    The initial contribution to the Sheltered Foundation does not replace the annual fee paid to the Association, which will continue. They are two distinct entities with complementary missions. This year alone, the Association is waiving the annual membership fee in favour of the contributions made to the Foundation by the various Network members.

    Over and above allocation of the annual fees for budget year 2021, the annual fees will not be allocated to the Sheltered Foundation and shall remain the property of the Association whose role is to coordinate the Network (a different role from that of the Sheltered Foundation).

    Regarding donations made to the Sheltered Foundation, these will not replace the annual fees payable to the Association  under any circumstances. These are exceptional donations (“additional contribution”) to the Sheltered Foundation which do not concern the Association and are not subject to the same tax regime.

  • 20. Can a new institute wishing to join the Association be accepted by the Management Committee but be rejected by the Institut Pasteur? Conversely, can the Institut Pasteur create a new Institut Pasteur against or without the approval of the Management Committee?

    Under Article 6.2 of the Association’s articles of association, the membership process must comply with the terms set out in the Association’s articles of association and those of the Sheltered Foundation (as both are related), with those of the Sheltered Foundation requiring a membership application to be submitted by an institution to the President of the Foundation (who is Director General of the Institut Pasteur, as of right), who must present the application to the Management Committee of the Sheltered Foundation. The Management Committee decides on the application although if the institution, for ethical, moral, budgetary, statutory or other reasons, does not meet the conditions set out in the articles of association of the umbrella foundation, it is legally prevented from becoming a member of the Sheltered Foundation.

    The creation of new structures by the Institut Pasteur is independent of the Sheltered Foundation and the Association, which only enjoy a right of information concerning the acceptance of any such new structures within the Network in accordance with their respective articles of association (membership terms of the Sheltered Foundation and of the Association).

  • 21. A donor wishing to donate to a particular institute may donate directly to the institute in accordance with the applicable rules of each country. May it donate to the Sheltered Foundation for the specific benefit of said institute? In such a case, is the Sheltered Foundation the executor for the institute designated by the donor?

    It is possible to make earmarked donations to the Sheltered Foundation in order to support a project of a given institute of the Network. Donors wishing to make a specific donation to an institute of the Network are invited to do so by making the donation directly to the institute in question.

  • Should you have any question, please send us an email to gov-network@pasteur.fr