Premable

The Parties to this Covenant,
Recognizing that Historical cities are asset created by the wisdom of mankind;

Conscious that their unique cultures and traditions have been preserved in various regions of the world, while their untiring, innovative efforts have made them into the cities they are today;

Burdened, as a result of their long histories, by numerous contradictions and confronted with many complex issues;

Noting that the City of Kyoto put forth the proposal to hold the World Conference of Historical Cities with the hope that, in the process of exchanging valuable experiences and successes accumulated by world historical cities, the Conference would pursue what roles historical cities should play in enhancing the quality of life of the World community in the 21st century;

Having held the First World Conference of Historical Cities in Kyoto in 1987, the Second in Florence in 1988, and the Third in Barcelona and Girona in 1991;

Having agreed at the Barcelona and Girona conference that every city has its own history and that a Historical city can be defined as a city which takes pride in and endeavors to foster its unique heritage;

Recalling that at the Fourth World Conference of Historical Cities held in Kyoto in 1994, the Conference Council, which had supported the organization of the Conference, was dissolved into and established as a new organization named "The League of Historical Cities" with forty-eight Original Member Cities by participating cities' approval;

Bearing in mind that the League was formed to contribute to each Historical City's future development;

Believing that this goal will be accomplished by promoting permanent, and multifaceted exchanges between Historical Cities, hence strengthening friendship and mutual trust established during previous Conferences;
Desiring that the League will serve as a vehicle that will look beyond national boundaries and promote wide-ranging exchanges between cities in the world constantly divided by political or economic conflicts between nations and by regional disputes over racial, ethnic, cultural and religious differences;

Hoping that these endeavors will ensure the free exchange of dialogue and constructive proposals;

Convinced, therefore, that the League will meaningfully contribute to the realization of world peace, an ideal that global community has always wished for;

Have agreed as follows;

Chapter I / General Provisions

Article 1 : Appellation
The organization to be named The League of Historical Cities (hereinafter referred to as the League) shall be established by this Covenant.

Article 2 : Status
The League shall be a nonprofit organization consisting of historical cities throughout the world.

Article 3 : Objectives
The aims and objectives of the League are, in conformity with the spirit manifested in the Preamble, to assist the Member Cities, which are tied together by the very fact of their being Historical Cities which take pride in and endeavor to foster their unique heritages, in constantly promoting their friendship beyond national frontiers, and to contribute to the promotion of cooperation in daily exchange.

Article 4 : Activities
In order to achieve the objectives set out in Article 3, the League shall;
1. hold the World Conference of Historical Cities (hereinafter referred to as and as provided in Chapter XI as the "Conference");
2. publish a bulletin and other publications;
3. organize exchanges of information, joint research and technical cooperation; and
4. organize other projects necessary for accomplishing the League's objectives.

Chapter II / Membership

Article 5 : Original Member Cities
The Original Member Cities of the League shall be either the Member Cities of the World Conference of Historical Cities Council or the participating cities of the Fourth World Conference of Historical Cities.

Article 6 : Admission
1. Membership in the League is opened to all Historical Cities which agree to the objectives of the League.
2. Any city, which intends to become a Member City of the League, shall address its application to the Chairperson, who shall immediately inform the Board of Directors of the application.
3. The admission of such city to membership in the League shall be effected by the Board of Directors,which shall act by a majority.
4. The membership shall take effect on the day of approval by the Board of Directors.

Article 7 : Representation
Each Member City shall be represented by the mayor or by the person who holds the position equivalent to mayoralty (hereinafter referred to as the "Mayor").

Article 8 : Withdrawal from Membership
1. A Member City may withdraw from the League by transmitting a notice of withdrawal in writing to the Chairperson of the League.
2. Withdrawal by a Member City shall not affect its outstanding financial obligations and its budgetary obligations for the year in which it withdraws

Chapter III / Organs

Article 9 : Organs
There are established as organs of the league for the administrative purposes;
1. a General Assembly;
2. a Board of Directors; and
3. a Secretariat.

Chapter IV / Principal Officers

Article 10 : Principal Officers
1. The League shall have the following principal officers;
(1) a Chairperson;
(2) two Vice-Chairpersons;
(3) seven Directors, two of whom shall be the Vice-Chairpersons; and
(4) an Auditor.
2. The principal officers shall be elected from among the Mayors.

Article 11 : Chairperson
1. A Chairperson shall be elected from among the Member Cities by the General Assembly.
2. The Chairperson's tenure of office shall be from the day of his/her election to the day of the General Assembly meeting to be held four years later, at which the successor to the post is elected. The Chairperson shall be eligible for re-election.
3. Vacancy shall be filled by the same method as that laid down in paragraph 1 of this Article. A Chairperson elected to replace his/her predecessor whose term of office has not expired shall hold office for the remainder of his/her predecessor's term.
4. The Chairperson shall preside over and represent the League.

Article 12 : Vice-Chairpersons
1. The Chairperson shall appoint two of the Directors to be Vice-Chairpersons.
2. The Chairperson, when appointing Vice-Chairpersons, shall designate the order according to which either of the Vice-Chairpersons shall assume the duties of the Chairperson in the case where unavoidable circumstances prevent the Chairperson from performing his/her duties.
3. The Vice-Chairpersons' tenure of office shall be from the day of their appointment to the day of the General Assembly meeting to be held four years' later, at which the successors to the posts are appointed. The Vice-Chairpersons shall be eligible for re-appointment.
4. Vacancies shall be filled by the same method as that laid down in paragraph 1 of this Article. A Vice-Chairperson appointed to replace his/her predecessor whose term of office has not expired shall hold office for the remainder of his/her predecessor's term.
5. The Vice-Chairpersons shall assist the Chairperson.

Article 13 : Directors
1. The Directors shall be elected from among Member Cities by the General Assembly.
2. The Directors' tenure of office shall be from the day of their election to the day of the General Assembly meeting to be held four years later, at which the successors to the posts are elected. The Directors shall be eligible for re-election.
3. The Directors shall be constituent members of the Board of Directors and make efforts to administer the League smooth.

Article 14 : Auditor
1. The Auditor shall be elected from among Member Cities by the General Assembly.
2. The Auditor's tenure of office shall be from the day of his/her election to the day of the General Assembly meeting to be held four years later, at which the successor to the post is elected. The Auditor shall be eligible for re-election, but he/she is prohibited from serving three terms in succession.
3. The Auditor shall audit the accounts and assets of the League.
4. The Auditor shall submit the statement of audit to the Chairperson annually.

Chapter V / General Assembly

Article 15 : Meeting of the General Assembly
A meeting of the General Assembly shall be held concurrently with the Conference and called by the Chairperson.

Article 16 : Organizational structure
1. The General Assembly shall consist of all the Member Cities of the League.
2. A non-Member City, which is participating in the Conference and wishes to join the League, may send a representative to the meeting of the General Assembly as an observer.

Article 17 : Functions
The General Assembly shall perform the following functions;
1. to amend the Covenant of the League;
2. to elect the principal officers of the League; and
3. to take steps necessary to implement the League's projects.

Article 18 : Chairperson of the General Assembly
The Chairperson of the League shall act as the Chairperson of the General Assembly.

Article 19 : Quorum
A majority of the Member Cities which are entitled to vote and are present shall constitute a quorum.

Article 20 : Voting
1. All matters shall be decided by a majority, except as elsewhere provided in the Covenant, of the Member Cities which are entitled to vote and are present;in case of a tie, the Chairperson shall decide the issue.
2. A Member City which is in arrears in its membership fee payment for two or more fiscal years in succession may be temporarily deprived of its voting right by the Board of Directors.

Article 21 : Proxy and the Delegation of Powers to the Chairperson
1. If unavoidable circumstances prevent a Mayor from attending a meeting of the General Assembly in person, a proxy, someone who holds a post subordinate to the Mayor, may be appointed to act on the Mayor's behalf.
2. If a Member City cannot send either its Mayor or the Mayor's proxy to a meeting of the General Assembly, the Member City may delegate its voting rights to the Chairperson.
3. If a proxy is sent to a meeting of the General Assembly in accordance with Paragraph 1 of this Article or a Member City delegate its authority to the Chairperson in accordance with Paragraph 2 of this Article, Articles 19 and 20 shall be applied in the same way as if the Member Cities were present at the meeting.

Chapter VI / The Board of Directors

Article 22 : Meeting of the Board of Directors
A Meeting of the Board of Directors shall be called by the Chairperson as the occasion demands.

Article 23 : Organizational structure
1. The Board of Directors shall consist of the Chairperson,Vice -Chairpersons and other Directors.
2. The Mayor of the city in which the Conference is to be held, who is not a member of the Board of Directors, may attend a meeting of the Board of Directors without the right to vote.

Article 24 : Functions
The Board of Directors shall perform the following functions;
1. to decide in which city to hold a Conference;
2. to consider and approve plans for the League's activities and its budgets;
3. to consider and approve reports on such activities' as well as closing accounts;
4. to admit applicants to membership;
5. to decide to temporarily deprive members of their right to vote; and
6. to implement other activities necessary for the smooth administration of the League.

Article 25 : Chairperson
The Chairperson of the League shall chair all the meeting of the Board of Directors.

Article 26 : Quorum
A majority of the Member Cities of the Board of Directors shall constitute a quorum.

Article 27 : Voting
1. All matters shall be decided by a majority of those present; in case of a tie, the Chairperson shall decide the issue.
2. In the case of emergency or when the Chairperson considers it appropriate, the Chairperson may ask the other member Cities of the Board of Directors to vote on a matter by correspondence or by other means of communication instead of convening a meeting of the Board of Directors.

Article 28 : Application mutatis mutandis of Article 21
To the procedures in the Board of Directors, Article 21 shall apply mutatis mutandis.

Chapter VII / Secretariat

Article 29 : Secretariat
1. The Secretariat of the League shall be located in the City of Kyoto, Japan.
2. The Secretariat shall comprise the Secretary-General and such staff as the League may require.
3. The Secretary-General shall be appointed by the Chairperson. The staff shall be appointed by the Secretary-General.

Article 30 : Functions
The Secretariat shall perform the following functions;
1. to perform administrative tasks for the General Assembly, the Board of Directors and the Conference;
2. to implement decisions made by the General Assembly and/or by the Board of Directors;
3. to perform administrative tasks related to budgets and closing accounts;
4. to perform administrative tasks related to accounts; and
5. to perform other kinds of tasks related to the administration of the League.

Chapter VIII / Finances and Accounts

Article 31 : Revenue
The League's revenue shall consist of membership fees, contributions and other kinds of income.

Article 32 : Expenditures
The League's expenditures shall consist of the administrative expenses for the General Assembly,the Board of Directors, the Secretariat and of other necessary expenses.

Article 33 : Membership Fee
1. Each Member City shall pay an annual membership fee, the amount of which is specified on the attached sheet. The membership fee shall be deposited into a bank account designated by the Secretariat by the end of the January of each year.
2. Any change in the amount of the annual membership fee shall be decided by the General Assembly.
3. When a city becomes a Member City from halfway through the fiscal year,it shall pay an amount of the membership fee to be calculated on a pro rata monthly basis, starting from the month the city becomes a Member City to the end of the fiscal year.

Article 34 : Budget
The Secretary-General shall annually submit to the Board of Directors the budget of the League for approval.

Article 35 : Final Accounts
Final accounts of the expenditures and revenues of the League shall be audited annually by the Auditor and submitted by the Chairperson together with the statement of audit to the Board of Directors for approval during the fiscal year immediately following the period covered.

Article 36 : Fiscal Year
The fiscal year of the League shall begin on the first day of January and end of the thirty-first day of December each year.

Chapter IX / Amendment of Covenant

Article 37 : Amendment
1. The General Assembly may amend this Covenant by a two-thirds majority of the votes cast, provided that such majority is more than one half of the Member Cities of the League.
2. An amendment shall take effect forthwith, unless the resolution by which it is adopted provides otherwise.
3. Proposals for the amendment of the Covenant may be mad either by the Board of Directors or by a Member City in a communication addressed to the Chairperson. The Chairperson shall immediately inform all Member Cities of all proposals for amendments.
4. The General Assembly shall not vote on a proposals for the amendment of the Covenant until sixty days after the proposals.

Chapter X / Dissolution

Article 38 : Dissolution
1. The General Assembly may dissolve the League by a three-fourths majority of the votes cast, provided that such majority is more than one half of the Member Cities of the League.
2. Proposals for the dissolution of the League may be made either by the Board of Directors or by a Member City in a communication addressed to the Chairperson. The Chairperson shall immediately inform all Member Cities of all proposals for dissolution.
3. The General Assembly shall not vote on proposals for the dissolution of the League until ninety days after the proposals.
4. Any remaining assets and debts shall be disposed of by the General Assembly.

Chapter XI / Conference

Article 39 : Invitation
The Chairperson and the Mayor of the host city shall jointly invite the Member Cities to the Conference.

Article 40 : Participation of non-Member Cities
The host city may invite non-Member Cities and organizations to participate in the Conference.

Article 41 : Expenses
The host city shall bear all of the expenses incurred in holding the Conference; however, it may charge participating cities and organizations a fee.

Article 42 : Chairperson
The Mayor of the host city shall act as Chairperson at the Conference.

Chapter XII / Miscellaneous Provisionse

Article 43 : Commendation
The Chairperson may commend individuals or groups who have rendered distinguished services for the development of the League.

Article 44 : Supplementary Provision
Subject to the consent of the Board of Directors, the Chairperson shall decide matters necessary for putting the Covenant into effect.

Article 45 : Entry into force
The present Covenant shall enter into force upon the adoption in the General Assembly which was held on September 10th, 1996 in Xian.

Article 46 : Authentic Text
The present Covenant, of which English text is authentic, shall remain deposited in the archives of the City of Kyoto, Japan. Duly certified copies thereof shall be transmitted by that City to the other Member Cities.

Appendix

Annual membership fee:
100 US dollars