Article XI: The Council 1. The Council shall be composed of representatives of the Member States. 2. The Council shall meet as and when required, either at delegate level or at ministerial level. The meetings shall be held at the Agency's Headquarters unless the Council decides otherwise. 3. (a) The Council shall elect for two years a Chairman and vice-chairmen, who may be re-elected once for a further year. The Chairman shall direct the proceedings of the Council and ensure the preparation of its decisions; he shall inform the Member States of proposals for the execution of an optional programme; he shall assist in co-ordinating the activities of the organs of the Agency. He shall maintain liaison with the Member States, through their delegates to the Council, on general policy matters affecting the Agency and shall endeavour to harmonise their views thereon. In the interval between meetings, he shall advise the Director General and shall obtain from him all necessary information. (b) The Chairman shall be assisted by a Bureau, the composition of which shall be decided by the Council and which shall be convened by the Chairman. The Bureau shall advise the Chairman in the preparation of Council meetings. 4. When the Council meets at ministerial level it shall elect a chairman for the meeting. The next ministerial meeting shall be convened by him. 5. In addition to the functions set forth elsewhere in this Convention and in accordance with its provisions, the Council shall (a) as regards the activities and programme referred to in Article V.1 (a) (i) and (ii) (i) approve the activities and programme by a majority of all Member States; decisions to this effect may only be changed by new decisions adopted by a two-thirds majority of all Member States; (ii) determine, by a unanimous decision of all Member States, the level of resources to be made available to the Agency for the coming five-year period; (iii) determine, by a unanimous decision of all Member States, towards the end of the third year of each five-year period and after a review of the situation, the level of resources to be made available to the Agency for the new five-year period starting at the end of this third year; (b) as regards the activities referred to in Article V.1 (a) (iii) and (iv) (i) define the policy to be followed by the Agency in pursuit of its purpose; (ii) adopt, by a two-thirds majority of all Member States, recommendations addressed to Member States; (c) as regards the optional programmes referred to an Article V.1 (b) (i) accept each programme by a majority of all Member States; (ii) determine, as appropriate, in the course of their implementation, the order of priority of programmes; (d) adopt the annual work plans of the Agency; (e) as regards the budgets as defined in Annex II (i) adopt the annual general budget of the Agency by a two-thirds majority of all Member States; (ii) adopt each programme budget by a two-thirds majority of the participating States; (f) adopt, by a two-thirds majority of all Member States, the Financial Regulations and all other financial arrangements of the Agency; (g) keep under review expenditure on the mandatory and optional activities referred to in Article V.1; (h) approve and publish the audited annual accounts of the Agency; (i) adopt the Staff Regulations by a two-thirds majority of all Member States; (j) adopt, by a two-thirds majority of all Member States, rules under which authorisation will be given, bearing in mind the peaceful purposes of the Agency, for the transfer outside the territories of the Member States of technology and products developed under the activities of the Agency or with its help; (k) decide on the admission of new Member States in accordance with Article XXII; (l) decide on the arrangements to be made in accordance with Article XXIV in the event of a Member State's denouncing this Convention or ceasing to be a member under Article XVIII; (m) take all other measures necessary for the fulfilment of the purpose of the Agency within the framework of this Convention. 6. (a) Each Member State shall have one vote in the Council. However, a Member State shall not have the right to vote on matters concerning exclusively an accepted programme in which it does not take part. (b) A Member State shall have no vote in the Council if the amount of its arrears of contributions to the Agency in respect of all activities and programmes covered by Article V in which it participates exceeds the assessed amount of its contributions for the current financial year. Moreover, if the amount of a Member State's arrears of contributions to any one of the programmes under Article V.1 (a) (ii) or V.1 (b) in which it participates exceeds the assessed amount of its contributions to that programme for the current financial year, then that Member State shall have no vote in the Council on questions relating exclusively to that programme. In any such case, the Member State may nevertheless be authorised to vote in the Council if a two-thirds majority of all Member States considers that the non-payment of contributions is due to circumstances beyond its control. (c) The presence of delegates from a majority of all Member States shall be necessary to constitute a quorum at any meeting of the Council. (d) Except where this Convention provides otherwise, decisions of the Council shall be taken by a simple majority of Member States represented and voting. (e) In determining the unanimity or majorities provided for in this Convention, account shall not be taken of a Member State which has no vote. 7. The Council shall adopt its own rules of procedure. 8. (a) The Council shall establish a Science Programme Committee, to which it shall refer any matter relating to the mandatory scientific programme under Article V.1 (a) (ii). It shall authorise that Committee to take decisions regarding that programme, subject always to the Council's functions of determining the level of resources and adopting the annual budget. The terms of reference of the Science Programme Committee shall be determined by the Council by a two-thirds majority of all Member States and in accordance with this Article. (b) The Council may establish such other subordinate bodies as may be necessary for the purpose of the Agency. The establishment and terms of reference of such bodies, and the cases in which they have powers of decision, shall be determined by the Council by a two-thirds majority of all Member States. (c) When a subordinate body examines a question relating exclusively to one of the optional programmes referred to in Article V.1 (b), non-participating States shall have no vote unless all participating States decide otherwise.