Statute of the Distributed Central European Research Infrastructure Consortium

C-ERIC Statute, First Official Draft, 120229

Draft

C-ERIC

INDEX

Preamble

CHAPTER I -GENERAL PROVISIONS

Article 1 -Establishment, Name and Statutory Seat

Article 2 -Representing Entities and Partner Facilities

Article 3 -Accession of New Parties

Article 4 -Observers

Article 5 -Strategic Objectives and Purposes

Article 6 -Resources

Article 7 -Financial Year, Account and Budgetary Principles

Article 8 -Users Access Policy

Article 9 -Liability

CHAPTER II -MANAGEMENT

Article 10 -The C-ERIC Organs

Article 11 -The General Assembly

Article 12 -Powers and voting majorities of the General Assembly

Article 13 -The Board of Directors

Article 14 -The Chair of the Board of Directors

Article 15 -International Scientific and Technical Advisory Committee

Article 16 -Audit and Impact Assessment

Article 17 -Human Resources Policy

Article 18 -Intellectual Property, Confidentiality and Data policy

Article 19 -Technology Transfer and Relationship with Industry

Article 20 -Procurement and Pre-procurement Policies

Article 21 -Communication and Dissemination

CHAPTER III -FINAL PROVISIONS

Article 22 -Working Language

Article 23 -Duration and Withdrawal

Article 24 -Non Fulfillment of Obligations

Article 25 -Conditions for Dissolution

Article 26 -Winding-up and Settlement of Assets

Article 27 -Amendments to the Statute

Article 28 -Disputes

Article 29 -Entry into Force

Article 30 -Annexes

DRAFT

Statute of the Distributed Central European Research Infrastructure Consortium C-ERIC

PREAMBLE

- The Governments (in Alphabetic Order) ………

- ……………

HEREINAFTER

referred to as the Parties

CONSIDERING the interests of each Party in research areas relevant to and based on the use of synchrotron light and other microscopic probes for analytical and modification techniques, notably for materials preparation and characterization, structural investigations and imaging in Life Sciences, Nanoscience and Nanotechnology, Cultural Heritage, Environment and Materials Sciences in general, as well as facilities having sample preparation capabilities;

CONSIDERING that these research activities and techniques are a strong potential basis for scientific and technological development of the Countries involved, and that an international approach of Pan-EU level quality could be a specific asset to speed-up the growth, helping to strengthen the competitiveness of the Central European Area and its contribution to that of the overall European Research Area, also by improving the quality and the capability in Education, Technology and in the attraction of other Socioeconomic returns;

RECOGNISING the already existing collaborations between several of the Research Institutions operating in the Parties, and the very positive results of these collaborations;

TAKING INTO ACCOUNT the presence of top-level instrumentation and facilities in the mentioned research areas, in the Countries referred to above and other Countries in the Central European Area, and that it would be of interest for each of these Countries and for the construction of the European Research and Innovation Area to increase and strengthen the quality and the integration of these capabilities into a common European Distributed Research Infrastructure, overcoming fragmentation and fully exploiting the Parties’ capabilities to outreach and attract users at world level, and to connect with capabilities and resources at international level;

RECOGNISING that offering an integrated and wider set of services, by further developing and pooling the complementary capacities of these facilities and by opening them to the international scientific communities by peer reviewed access, will further strengthen their Regional and European significance through the beneficial competitive impact through a common high level evaluation, benchmarking and management, on the socioeconomic and educational development of the entire Region, and through the prevention of brain drain and contribution to possible further industrial developments;

CONSIDERING the Council Regulation (EC) No. 723/2009 of 25 June 2009 which, according to Art. 171 of EC Treaty, provides a common legal framework for European Research Infrastructure Consortia (ERIC), hereinafter referred to as the EU Regulation;

RECOGNISING that such a Regulation may represent an appropriate legal framework for a strengthened cooperative undertaking;

CONSIDERING that, based on the Memorandum of Understanding «For the Establishment of an European Research Infrastructure Consortium (ERIC) of Analytical Research Infrastructures - Central European Research Infrastructure Consortium – “C-ERIC”» signed on the occasion of the meeting of the Salzburg Group of the Research Ministers on June 26th, 2011, the interested Parties have agreed on setting up of a Working Group with the task of carrying out all the preparatory activities needed for the establishment of an ERIC;

HAVING EXAMINED the report produced by this Working Group which, inter alia, gives direct suggestions on the content of the initiative and confirms that the EC Regulation 723/2009 represents the most appropriate legal framework for their cooperative undertaking;

CONSIDERING the support given to the C-ERIC concept by the “Salzburg Group” of the Central European Research Ministers in the meeting of Bregenz, June 26th 2011;

CONSIDERING the support given to the C-ERIC concept by the “Trieste Declaration” adopted at the Central European Initiative’s (CEI) Ministerial Meeting on Science and Technology in 2011.

HEREBY AGREEto establish an ERIC (hereinafter referred to as C-ERIC) aiming at developing a EU-level Distributed Research Infrastructure to be governed by Community law (EU Regulation) and by the present Statute;

HEREBY AGREE to apply to the EU Commission for the setting up of an ERIC according to the procedure foreseen by Article 5 of the EU Regulation and therefore to submit to the EU Commission the following Draft Statute.

CHAPTER I - GENERAL PROVISIONS

Article 1 - Establishment, Name and Statutory Seat

There shall be a European Research Infrastructure called "the Distributed Central European Research Infrastructure Consortium", hereinafter referred to as "C-ERIC.
C-ERIC shall have the legal form of a European Research Infrastructure Consortium (ERIC) incorporated under the provisions of Regulation (EC) No 723/2009.
C-ERIC shall have its statutory seat in Trieste, Italy and the General Assembly shall consider every five years whether the statutory seat shall remain in the same country or be transferred to another country.

Article 2 - Representing Entities and Partner Facilities

According to Article 9.4 of the EU Regulation, a Party may appoint a “Representing Entity” indicating if necessary the specific rights and obligations delegated (as e.g., the appointment and the termination of the delegates to the General Assembly, in Art. 11). These Representing Entities are listed in Annex I.
The Representing Entity should be an Institution able to support the scientific/technical operation of the C-ERIC including provision of the access to a facility (“Partner Facility”) that has the scientific and technical capability to contribute to the common strategic objectives, purposes and access capabilities as defined in Art. 5 and Art. 6.
Each Party shall inform the General Assembly referred to in Art. 11 of any change of its Representing Entity, of the specific rights and obligations which have been delegated to it, of the terminations of their mandates or of other relevant changes, if any.
If not identical with the Representing Entity but part of it, as e.g. a specific Laboratory or Department, the Partner Facility should have a clearly defined autonomy and directorship, allowing it to respond adequately to the commitments deriving from the involvement of the scientific and technical activities of C-ERIC.
The Party shall propose to the General Assembly the approval of a specific facility as Partner Facility, as well as any successive change .
The Partner Facility should be evaluated according to the procedure in Art. 12, par. 2, letter i).
The Partner Facility is designated by the relevant Party and shall act in C-ERIC partnership as single national reference point to stimulate and support the access and the outreach to researchers and technicians as well as their international training and benchmarking.

Article 3 - Accession of New Parties

C-ERIC shall be open to the accession of new Parties having at their disposal an excellent analytical facility or sample preparation capabilities, according to Art. 5, par. 1 and par. 2, committed to develop and/or make available the appropriate technical and scientific expertise and resources, and to apply the open-access policy.
The accession of new Parties is subject to the approval of the General Assembly according to Art. 12, par. 2, letter a).
The General Assembly shall define criteria and evaluation procedure for the indication of the Partner Facility by the new Party (Article 12, par. 2, letter i).

Article 4 - Observers

Other Countries, Intergovernmental Organizations may become Observers in C-ERIC through specific agreements subject to approval by the General Assembly as defined in Art. 12, par. 2, letter a).
Observers shall be:

a) Countries or Intergovernmental Organizations, e.g. applying for full membership, while still developing appropriate Partner Facilities;

b) Countries or Intergovernmental Organizations involved in joint projects with specific scope and time perspective.

Each Observer may appoint one representative to attend the General Assembly without voting rights.

Article 5 - Strategic Objectives and Purposes

C-ERIC’s mission, in agreement with the provisions of the EU Regulation n. 723/2009, is contribution to European top-level research and technological development and demonstration programs and projects, thus representing an added value for the development of the European Research Area (ERA) and to its innovation potential, while stimulating beneficial impact on the scientific, industrial and economic development.
C-ERIC’s strategic objective and purpose is the integration of national multidisciplinary analytical, synthesis and sample preparation capabilities of Partner Facilities operating mainly in the Central European Area, into a unique, EU-level Distributed Research Infrastructure, open to researchers at world level. Other objectives include provision, through an international access and peer review system, free open access based on merit and on available resources, and optimum use of resources and know-how available, upon proposal by the Parties.
C-ERIC may carry out limited economic activities, provided that they are closely related to its principal task and that they do not jeopardize the achievement thereof.
In order to achieve these objectives C-ERIC aims at, inter alia:

a) exploiting the full scientific potential of the Central European Area in the synchrotron light and other microscopic probes for analytical and modification techniques, notably for materials preparation and characterization, structural investigations and imaging in Biology, Nanoscience and Nanotechnology, Cultural Heritage, Enviroment and Materials Sciences. This goal shall be achieved by collaborating closely with the user communities, by developing and making available a suite of complementary sources and instruments, efficient service and optimum conditions for users and by outreaching activities for new potential users;

b) offering free open access to users selected by international peer review on the basis of quality. This approach will be implemented to sustain in the participating Countries the capability of improving the value, quality and effectiveness of their research communities in an international cooperation/competition approach;

c) making optimum use of resources and know-how by coordinating research and development of relevant technologies, by promoting and coordinating joint training of scientific and technical personnel and young researchers, and by collaborating with neighbouring communities and industry;

d) developing a common strategy and policy for IP and know-how protection and exploitation, fostering the support to industrial developments and users;

e) ensuring an efficient internal and external communication, coordinating promotion, outreach and marketing activities;

f) applying for joint funding;

g) supporting the implementation and the development of the facilities.

Article 6 - Resources

Resources available to C-ERIC will be used for the achievement of the strategic objectives and purposes set in Art. 5.
The activities of C-ERIC will be based on the following resources:

a)Contributions by the Parties and/or Partner Facilities for C-ERIC ordinary activities.

a.1) “In kind” contributions are considered as the basic\ kind of contributions for ordinary activities. Financial contributions by the Parties can exceptionally be considered but may be limited by unilateral declarations by the Parties.

a.2) The capabilities of C-ERIC will be based on “in kind” contributions (in the form of operating and/or capital contributions) by the Parties/Partner Facilities to fulfil the common scope. These contributions (which include sharing and opening access to facilities, specialized technical capacity and capability, training people etc.) will be evaluated and accounted for in order to credit their value as “in kind contributions” to the Consortium, and to apply tax exemptions provided as in Art. 7, par. 5.

a.3) The instrumental/in kind contributed resources include, e.g., access time to instruments, seconded personnel, and any other type of resource agreed by the Parties and/or their Partner Facilities, which will keep the property of the resource also when it should be physically located in another Partner Facility.

a.4) The General Assembly shall agree on a common accounting system and will set up the rules for the acceptance of the in kind contributions, and their cost evaluation and credit assessment. The value of these in kind contributions will be part of the annual budget and of the corresponding financial reports.

b)In-kind and/or financial contributions by the Parties, Observers and/or other public or private entities for specific projects.

In kind and/or financial contributions related to specific projects, needs or developments of interest C-ERIC and one or more Parties, Observers or other public or private entities, may be considered, according to general rules defined by the General Assembly. The General Assembly shall approve the specific project and at once define the related specific liabilities according to the following Art. 9. Specific accounting provisions for the in-kind contributions shall apply.

c)Financial grants, supports, contributions from research and development activities.

The General Assembly will set-up the rules and the procedures for the use of common financial supports which may be acquired by agreed external contracts and contributions, in particular from EU funded programs and/or from the Observers or other international funding entities.

d)Revenues from the limited economic activity.

C-ERIC will carry out limited economic activities (e.g. joint development of commercial services), according with the principles given by the EU Regulation (EC) No. 723/2009, having the capability of financially self sustaining and repaying the initial investment for the goods and/or services provided to the market, these revenues shall be accounted separately, to fulfil tax obligations.

e)Other entries and financial resources.

In order to develop specific activities or projects falling within the objectives and purposes of Art. 5, C-ERIC may, subject to the Assembly’s approval with qualified majority of the Parties, use project finance based also on loans (e.g. from the EIB).

f)Gratuities and grants from charities, lottery funds, no-profit entities, etc..

C-ERIC is entitled to accept grants, special contributions, gifts, donations and other payments from any natural person or legal entity, eg. charity, lottery fund, etc., for the purposes set out in this Statute.

Article 7 - Financial Year, Account and Budgetary Principles

The financial and accounting year will be from the 1st January to the 31st of December. The accounts include the agreed costs of the in-kind contributions referred to in Art. 6, letter a).
The approval of the annual account and the proposed budget (Art. 14, par. 5) is made by the General Assembly. The yearly account should be approved within four months, or, in exceptional circumstances, within six months of the closure. The accounts shall be accompanied by a report on budgetary and financial management of the financial year.
The C-ERIC shall be subject to the requirements of the Domestic Legislation as regard the preparation, filing, auditing and publication of accounts.
C-ERIC shall keep account of all in-kind and financial contributions and expenses and ensure sound and financial management aiming to the economical and financial balance of its income and expenditure, and to the clear and appropriate application of tax exemptions.
VAT, Excise Duty and other exemptions based on Articles 143 (1) (g) and 151 (1) (b) of Directive 2006/112/EC, as integrated and in accordance respectively with Articles 50 and 51 of Council Implementing Regulation n. 282/2011, and on Article 23 (1) of Directive 92/112/EEC, as integrated and implemented by Directive 2008/118/CE, mentioned in the preceding Article 1, shall apply to purchases made by C-ERIC and to those by Partner Facilities provided to C-ERIC as in-kind contributions, solely for the non economic activities of C-ERIC in line with its objectives.
C-ERIC shall record the costs and revenues of its economic activities separately and shall charge market prices for them, or, if these cannot be ascertained, full costs plus a reasonable margin. These activities will not be considered for tax exemptions.

Article 8 - Users Access Policy

C-ERIC shall offer free open access for external users to the scientific utilities available at the Partner Facilities, through a common entry point and selection based on international peer-review system, using solely the criteria of scientific quality of their proposed experiments, thus developing an “ERA open Operation mode” striving to attract the best international users. To this end C-ERIC will take every possible action to ensure “free open access” to the integrated utilities.
Users requiring and accessing technical and/or scientific services on a proprietary basis and/or for training and education will also be accepted if not in conflict with the open access policy and will pay the appropriate cost of the services.
The General Assembly shall approve the strategies and procedures related to the User Access Policy for both non-proprietary and proprietary research.

Article 9 - Liability

C-ERIC shall be liable for its debts.
The financial liability of the Parties, or their Representing Entities, for the debts of C-ERIC shall be limited only to their respective contributions provided to C-ERIC.
In consideration of this limitation of the financial liability, C-ERIC shall take appropriate measures to cover the risks by an insurance.
The liabilities related to specific projects carried out within C-ERIC on behalf and interest of single and/or pluralities of Parties and/or Observers will be set out and approved by the General Assembly.
The General Assembly will define other liability issues which can be connected e.g. to the use of in-kind contributions, including those coming from Observers and external funding entities.

CHAPTER II - MANAGEMENT