Statutes – 6G IA

6G Smart Networks and Services Industry Association

“6G Smart Networks and Services Industry Association”

Abbreviated “6G-IA”

International Non-Profit Association

Established in the Brussels Capital Region

With address at 1040 Etterbeek, Sint-Michielslaan 47

RLE Brussels, Flemish division, enterprise number 0543.675.793

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STATUTES

Resolved to by the extraordinary general meeting of 4 April 2024

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Definitions

Activities means, for the purpose of Article 11bis of these Statutes, participating in working groups, chairing working groups, and participating in SNS JU calls.

Affiliate of a legal entity means a legal entity directly or indirectly Controlled by, or under common Control with or Controlling such legal entity, for so long as such Control lasts.

For the above purposes, “Control” of any entity shall exist through the direct or indirect

– ownership of more than 50% of the nominal value of the issued share capital of the entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions

– right by any other means to elect or appoint managing board members of the entity (or persons performing similar functions) who have a majority vote;

Association means the international non-profit association under Belgian law, “6G Smart Networks and Services Industry Association”, to which these Statutes relate;

By-Laws means the internal regulation of the Association that may be adopted by the Governing Board, providing for additional rules governing the Association, its Members and its governing bodies, as described in Article 30;

Chairperson of the Governing Board or Chairperson means the chairperson appointed in accordance with Article 18 c);

Full Member means a legal entity that is a Member of the Association, being (1) an SME (herein “Full SME Member”), (2) a nationally recognised university or research institute with a non-profit purpose (herein “Full Research Member”), (3) a large company, not being an SME (herein “Full Industry Member”) or (4) an association or foundation (herein “Full Association Member”).

For the purpose of the definition of Full SME Member, SME shall have the same definition as provided for in the “COMMISSION RECOMMENDATION of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (notified under document number C(2003) 142, 2003/361/EC”;

Governing Board means the governing body of the Association as described in Part 4 of these Statutes;

General Assembly means the body of the Association as described in Part 3 of these Statutes, in which the Full Members and Observers are gathered;

Group means a group of legal entities that is under common Control, including the legal entity that is directly or indirectly exercising the common Control. For the meaning of Control reference is made to the definition of Affiliate.

HEurope SNS Contract means the arrangements provided for in the Council Regulation establishing the Joint Undertakings under Horizon Europe dated November 19, 2021 institutionalising the “Smart Networks and Services partnership” to which the Association has acceded by means of letter of commitment.

HEurope SNS partnership Matters means those subjects that are related to the HEurope SRIA and to the priority setting towards the HEurope SNS partnership work program, derived from the HEurope SRIA. Under the Horizon 2020 programme, those subjects are referred to as “H2020 5G Infrastructure PPP Matters”;

HEurope Smart Networks and Services partnership or HEurope SNS partnership means collectively the HEurope Smart Networks and Services partnership projects under HEurope. Under the Horizon 2020 programme the partnership is referred to as “H2020 5G Infrastructure PPP”;

HEurope SNS Partner means any participant of the HEurope SNS partnership, that has entered into the HEurope Smart Networks and Services partnership Collaboration Agreement, as required by the European Commission;

HEurope Smart Networks and Services partnership Collaboration Agreement means the agreement to be entered into by any HEurope SNS Partner, as required by the European Commission.;

HEurope SRIA means the Strategic Research and Innovation Agenda prepared by the group of experts and approved by the General Assembly of the Association in accordance with article 16 of these Statutes.

Large Industry Member means a legal entity that is a Full Industry Member of the Association, which employs, or the Group it belongs to employs, more than 3000 persons.

Member means a legal entity that is either a Full Member or an Observer.

Membership Fee means the financial contribution by the Full Members and Observers to the Association;

Small or Micro SME Member means a legal entity that is a Full SME Member of the Association, which employs, or the Group it belongs to employs, fewer than 50 persons and whose annual turnover and/or annual balance sheet total or the annual turnover and/or annual balance sheet total of the Group the legal entity belongs to, does not exceed EUR 10 million.

Medium-sized Industry Member means a legal entity that is a Full Industry Member of the Association, which employs, or the Group it belongs to employs, not more than 3000 persons.

Medium-sized SME Member means a legal entity that is a Full SME Member of the Association, which employs, or the Group it belongs to employs, fewer than 250 persons and which has an annual turnover or the Group it belongs to has an annual turnover not exceeding EUR 50 million, and/or has an annual balance sheet total or the Group it belongs to has an annual balance sheet total not exceeding EUR 43 million.

Observer means a legal entity that meets the criteria as defined in Article 8 and has been granted Observer status in accordance with the process as set forth in the same Article of these Statutes;

Statutes means these statutes governing the Association;

Part 1

NAME, FORM, HEAD OFFICE, OBJECTIVES, DURATION

Article 1: Name

Name. The name of the Association is “6G Smart Networks and Services Industry Association” (“6G-IA”).

Article 2: Form, Head Office

(a) Form. The Association is an international non-profit association with scientific purpose governed by the Belgian Code of companies and associations, as introduced by the Belgian law of twenty-third of March twenty nineteen on companies and associations, and containing various provisions (“Loi introduisant le Code des sociétés et des associations et portant des dispositions diverses”, 23 mars 2019, hereinafter the “Law”).

(b) Head Office. The Association has its seat in the Brussels-Capital Region (RPL Brussels), Belgium.

The Association may change its seat to any other location in Belgium upon decision of the Governing Board, insofar as such relocation is not obliged to change the language of the Statutes in accordance with the applicable language legislation, to be published in the annexes of the Belgian Official Gazette and submitted to the registered file at the competent commercial court within a month from the date of the decision.

Article 3: Disinterested purpose

The disinterested purpose of the Association is to enter into the HEurope SNS Contract, to execute the HEurope SNS Contract and to promote research and development in the networks industry in order to strengthen the networks industry in the European Union, to foster technology skills in Europe by attracting students and to increase the competitiveness of the European industry by providing new tools and capabilities for manufacturing in Europe.

In execution of the above mentioned purpose, the Association has entered into the HEurope SNS Contract. Besides the above, the Association’s purpose includes the finalization of obligations and activities arising from the H2020 5G Infrastructure PPP and the HEurope SNS partnership

and may:

(i) Endorse the HEurope SRIA;

(ii) Collaborate and communicate with the European Commission with regard to all H2020 5G Infrastructure PPP Matters and HEurope SNS partnership Matters;

(iii) Obtain and use financial contributions or donations that might be received by the Association from other sources than the Full Members in accordance with the terms and conditions applicable to such contributions or donations;

(iv) Represent and address the legitimate interests of the Full Members and Observers as a whole and on an individual basis towards the European Commission, other public authorities and stake holders, without the authority to legally bind Members.;

(v) Share information of common interest among the Full Members and Observers to the purpose mentioned above, as far as legally permitted;

(vi) establish and maintain open interaction with relevant organizations of non-ICT or so-called vertical sectors (herein “Verticals”), and set up cooperation between Verticals and the Association and involvement of Verticals in activities of the Association, whenever necessary and/or appropriate;

(vii) Perform everything that is related to the above.

Article 4: Duration

The Association is established for an indefinite period of time and can be dissolved at any time in conformity with Article 31 of these Statutes.

Part 2

MEMBERSHIP

Article 5: Members

There are two (2) categories of Members of the Association: Full Members and Observers.

Article 6: Full Members

Legal nature of Full Members and requirements. Full Membership in the Association is open to and limited to entities with legal personality, that
have a registered seat either in a Member State, Candidate State, or Associated Country of the European Union; and
support the mission and vision of the Association and the HEurope SNS Contract; and
have research and development (herein “R&D”) activities in the Member States, Candidate States and Associated Countries of the European Union; and
meet the eligibility criteria to enter into the HEurope Smart Networks and Services partnership Collaboration Agreement and to remain a party to the HEurope Smart Networks and Services partnership Collaboration Agreement.
There are four (4) types of Full Members: Full Industry Members, Full Research Members, Full SME Members and Full Association Members.

There are two (2) types of Full Industry Members: Large Industry Members and Medium-sized Industry Members.

There are two (2) types of Full SME Members: Medium-sized SME Members and Small or Micro SME Members.

Each new Member will become a Full Member of the Association upon written confirmation by the Association (the “membership confirmation date”), upon decision of the Governing Board to accept the application of the Full Member.

Rejection and Appeal.

The Governing Board’s rejection of an application for Full Member status shall set forth the principal reasons underlying the decision, which reasons shall be based on the criteria for Full Member status as referred to above and the principles of transparency and non-discrimination. The applicant concerned shall have the right to appeal that decision of the Governing Board with the General Assembly. The General Assembly shall decide about this appeal at the first meeting.

Article 7: Termination of membership of a Full Member

The membership of any Full Member shall terminate upon

(1) its withdrawal as a Full Member. This withdrawal enters into force one month after the written notice to be provided to the Chairperson or

(2) the exclusion of the Full Member, in accordance with the provisions of Article 9.See also Article 10 on the effects of termination of membership.

Article 8: Observers

8.1 Observers are legal entities that:

have a registered seat either in a Member State, Candidate State or Associated Country of the European Union; and
meet the elegibility criteria to enter into the HEurope Smart Networks and Services partnership Collaboration Agreement and to remain a party to the HEurope Smart Networks and Services partnership Collaboration Agreement.

and comply with at least one of the following additional criteria:

– be involved in significant R&D activities in Europe,

– contribute and/or support the overall value chain and the mission and vision of the Association and the HEurope SNS Contract,

– be an organisation that represents interests that are relevant to the HEurope SNS partnership.8.2 Observers may join the Association by invitation or by application.

Legal entities meeting the criteria set forth in Article 8.1 may be invited by the Chairperson, acting on behalf of the Governing Board, to become an Observer.

Legal entities meeting the criteria set forth in Article 8.1 that are interested to become an Observer shall also have the right to apply for observer membership by providing a written notice to the Chairperson.

The Governing Board shall decide on all applications taking into account the criteria set out in Article 8.1 of the Statutes. When deciding upon such application the Governing Board shall apply the principles of transparency and non-discrimination, and shall in any case motivate its decision.

Each new Observer will become an Observer of the Association upon written confirmation by the Association (the “observer membership confirmation date”), upon decision of the Governing Board to accept the application of the Observer.

Rejection and Appeal.

The Governing Board’s rejection of an application for Observer status shall set forth the principal reasons underlying the decision, which reasons shall be based on the criteria for Observer status as referred to above and the principles of transparency and non-discrimination. The applicant concerned shall have the right to appeal that decision of the Governing Board with the General Assembly. The General Assembly shall decide about this appeal at the first meeting.

8.3. The membership of any Observer shall terminate upon

(1) its withdrawal as an Observer . This withdrawal enters into force one month after the written notice to be provided to the Chairperson or

(2) the exclusion of the Observer, in accordance with the provisions of Article 9.

Article 9: Exclusion of Full Members and Observers

9.a. Exclusion of a defaulting Member

If any Full Member or Observer does not comply with these Statutes, the By-Laws, if any, and/or any rules and regulations, issued pursuant to these Statutes or the By-Laws, if any, or any decision of the bodies of the Association, or no longer fulfills the membership conditions, all hereinafter referred to as “default”, it can be excluded as a Full Member or an Observer subject to the following:

a) In the event of a default which is irremediable or is not remedied within one month of the date of receipt of a written notice from the Chairperson, acting on the basis of a decision taken by the Governing Board with at least 75% majority, not calculating the defaulting Full Member or Observer, such notice requiring that the default be remedied, the Governing Board may decide to terminate the membership of the defaulting Full Member or Observer.
b) Upon a decision to terminate membership taken in accordance with the previous paragraph, the Governing Board, acting through the Chairperson, shall send a notice of decision of termination to the Full Member or Observer concerned, stating the reasons of such termination. Such decision may only become effective after the expiry of a period of 30 days during which the Member concerned shall have had the right to present its defense to the Governing Board.

At the expiry of the 30 days period, the Governing Board, acting through the Chairperson, shall after having considered the defaulting Full Member’s or Observer’s defense, if any, communicate in writing to the defaulting Full Member or Observer its confirmation of its decision of termination or its withdrawal of the decision of termination.

c) The membership of any Full Member or Observer that judicially has been declared insolvent or bankrupt can be terminated with a written notice from the Chairperson, acting on the basis of a decision taken by the Governing Board. Such notice of termination shall have immediate effect.

9.b. Specific provision regarding the non-payment of Membership Fees

In case the Full Member or Observer does not pay its Membership Fees, the following shall apply:

A Full Member or Observer can be excluded from the Association by decision of the Governing Board in accordance with the internal policy to be determined by the Governing Board, for non-payment of its Membership Fee after an official reminder has remained unremedied.

In such case the Full Member or Observer shall not have a right to present its defense to the Governing Board.

Article 10: Effects of termination of membership

A Member who ceases to be a Full Member or an Observer of the Association through withdrawal, exclusion or any other cause shall have no claim to the Association’s assets; such Full Member or Observer shall remain liable for its Membership Fee, as far as applicable, in relation to the current financial year.

Such termination shall not affect commitments entered into or liabilities incurred by such Full Member or Observer towards the Association prior to such withdrawal or termination.

Article 11: Rights of the Full Members and of the Observers

The Full Members and the Observers of the Association will have the rights attributed to them by these Statutes, and decisions taken by the bodies of the Association in accordance with these Statutes.

For the avoidance of doubt, Full Members and Observers shall only be entitled to execute the rights attributed to them by these Statutes, and decisions taken by the bodies of the Association in accordance with these Statutes (for example but not limited to the right to vote at the General Assembly), provided that such Full Members and Observers comply or have complied with all financial obligations as determined by these Statutes, and decisions taken by the bodies of the Association in accordance with these Statutes, for towards the Association.

Article 11bis: Affiliates

The benefits of membership of the Association as regards to the participation in Activities, are automatically extended to the Affiliates belonging to the Group of a Full Member.

Affiliates belonging to the Group of a Full Member have the right to attend the meetings of the General Assembly via their delegate, but shall have no right to vote at the meetings of the General Assembly.

An Affiliate belonging to the Group of a Full Member shall lose the benefits of membership of the Association as regards the participation in Activities, if the Governing Board determines that the Full Member with which it has a Group’s link has ceased to be a Full Member of the Association.

An Affiliate has the right to apply to become a Full Member in accordance with Article 6.

The benefits of membership of the Association as regards to the participation in Activities are not extended to the Affiliates belonging to the Group of an Observer.

Article 12: Obligations of the Full Members and of the Observers

The Full Members and the Observersshall comply with the applicable law, these Statutes, and the decisions taken by the bodies of the Association in accordance with these Statutes.

Article 13: Assets of the Association

The assets of the Association shall consist of:

a) subsidies;
b) Membership Fees;
c) donations, properly obtained in accordance with the applicable law;
d) any other assets or income received.

Part 3

GENERAL ASSEMBLY

Article 14: Powers of the General Assembly

The General Assembly shall have the powers to discuss and:

set Membership Fees, upon proposal of the Governing Board;
approve or reject annual budgets and annual accounts, proposed by the Governing Board ;
elect and dismiss the members of the Governing Board ;
grant discharge to the members of the Governing Board ;
appoint and dismiss the statutory auditors for the Association;
approve any amendments to the HEurope SNS Contract;

approve the HEurope SRIA and any update thereof, upon proposal of the Governing Board ;
amend the Statutes, including decisions pertaining to the change of the seat of Association, if the language of the Statutes has to be changed as a result of the change of the seat;
dissolve the Association.

Article 15: Composition of the General Assembly

15.1 The General Assembly shall be composed of the Full Members of the Association.

Each Full Member is represented by one delegate, hereinafter referred to as the “Full Member representative”.

In case a Full Member cannot attend the General Assembly, the Full Member may give a proxy to a Full Member representative of another Full Member.

The meetings of the General Assembly shall be chaired by the Chairperson or, if the Chairperson is not available, by the Vice-Chairperson, or, if the Vice-Chairperson is not available, the member of the Governing Board, oldest in age, attending the meeting.

The person chairing the General Assembly shall designate a secretary in charge of establishing the minutes of the meeting of the General Assembly.

All members of the Governing Board shall have the right to attend and speak at the meetings of the General Assembly. They shall use their reasonable effort to attend such meetings.

15.2 Observers shall have the right to attend and to speak at the meetings of the General Assembly via their delegate “hereinafter referred to as the “Observer representative”), but shall have no voting rights at the General Assembly. In case an Observer cannot attend the General Assembly, the Associate Member may give a proxy to an Observer representative of another Observer.

Article 16: Quorum, Majority

“(a) Quorum.

The General Assembly can only take decisions if a majority of the Full Members is represented at the meeting. This provision does not apply to decisions to be taken with regard to the HEurope SRIA, where a quorum of twenty percent (20%) of represented Full Members is sufficient.

If this condition is not met at a meeting, the Chairperson shall call another meeting pursuant to Article 15 with the same agenda at the earliest on the fifteenth day and within three months following the date of the first meeting held, which meeting shall constitute a quorum regardless of the number of Full Members represented, provided, however, that this has been clearly stated in the convocation of this second meeting.

(b) Consensus.

In principle consensus will be sought for decisions to be taken, also to be obtained from the Observers.

In the event that no consensus can be reached, voting by the Full Member representatives will take place.

Each Large Industry Member shall have two (2) votes in the General Assembly. Each Medium-sized Industry Member, Full Research Member, Medium-sized SME Member, Small or Micro SME Member and Full Association Member shall have one (1) vote in the General Assembly. For decisions of the General Assembly a majority of the votes cast is required, unless stated otherwise in these Statutes.

(d) For amendments to the Statutes, and dissolution of the Association, the provisions of Article 31 of these Statutes apply.

Article 17: Meetings, Agenda, Resolutions

17.1 The General Assembly shall take decisions in ordinary or extraordinary meetings. At least one General Assembly shall be organized per year.

The Chairperson shall each year call an ordinary meeting of the General Assembly (the “annual meeting of the General Assembly”) with at least the following points on the agenda:

(1) approval of annual accounts for the past financial year,

(2) approval of annual budgets for the current financial year,

(3) election and dismissal of members of the Governing Board, if needed in accordance with Article 18 (b),

(4) discharge to members of the Governing Board for the execution of their mandate during the past financial year and

(5) appointment of the statutory auditor.

The Chairperson shall further call extraordinary meetings of the General Assembly whenever he or she deems this appropriate or is obligated to convene an extraordinary meeting upon written request to the Governing Board from at least 20% of all Full Members.

17.2 Meetings shall be called by the Chairperson, acting on behalf of the Governing Board, with at least fifteen (15) calendar days prior written notice to every Full Member.

The notification shall contain an agenda for the meeting.

An item has to be included on the agenda of the General Assembly on the request from at least ten percent (10%) of the Full Members.

Full Members may put additional points on the agenda, provided that all Full Members are present and agree with such addition.

A General Assembly meeting shall be held at the seat of the Association or such other venue within the European Union as may be specified in the invitation.

17.3 General Assembly meetings can be held in physical form, or remotely via electronic means of communication, including but not limited to telephone or video conference, provided that the form of the meeting is so announced in the written notice calling for the meeting.

In all cases the General Assembly may be held and decisions in such meetings taken through any electronic means of communication provided that the Full Member representatives

via the electronic means of communication can be identified and their quality can be checked,
can directly, simultaneously and uninterruptedly take note of the discussions during the meeting;
can participate directly to the deliberations held and ask questions during the meeting; and
can exercise their voting right with regard to all matters subject to a decision during the meeting via such electronic means of communication.

The notification convening the meeting shall contain a clear and accurate description of the procedures with regard to the remote participation in the meeting of the General Assembly. Any technical problem and incident preventing or disrupting the remote participation to the meeting via electronic means or preventing or disrupting the voting during such meeting will be recorded in the minutes, and always in accordance with the provisions of the Law.

For the avoidance of doubt, the members of the bureau of the General Assembly will attend the meetings of the General Assembly physically.

When decided by the Governing Board acting through its Chairperson or on the request from at least ten per cent (10%) of the Full Members, the General Assembly may make decisions by a written procedure with regard to all matters within the powers of the General Assembly, with the exception of decisions to amend the Statutes of the Association.

To that effect, the Chairperson shall send the proposed resolution(s) with a written notice to all Full Members via regular mail and/or via e-mail.

The proposed resolution(s) shall be accompanied by a memorandum of the Governing Board signed by the Chairperson, setting forth

(1) the reasons which have led to the use of the written procedure, as well as

(2) the context of the proposed resolutions and

(3) the specific requirements of the written procedure as provided for herein.

The proposed resolutions shall be deemed approved on the date indicated in the proposed resolutions if within the stated period, which cannot be less than two weeks, after having been sent, all the Full Members have approved the proposed resolution through duly completed written and signed communications returned to the Chairperson .

For the avoidance of doubt, Full Members not replying to the proposed resolution within the stated period shall be deemed not to have expressed an opinion on the proposed resolution.

17.4 The proceedings at every meeting of the General Assembly shall be laid down by the secretary or another person designated by the person chairing the General Assembly in minutes.

The opinion of the person chairing the General Assembly expressed at the meeting of the General Assembly about the outcome of a vote shall be decisive. The same shall apply to the contents of a resolution passed, in so far as a vote was taken about a proposal not laid down in writing.

The minutes shall be submitted for approval to the Full Members within a period of 30 days after the date of the meeting of the General Assembly.

The resolutions shall be registered and kept in a minute book at the seat of the Association at the disposal of all Full Members.

Part 4

GOVERNING BOARD

Article 18: The Governing Board

(a) Functions.

The Governing Board shall have all powers not attributed to other bodies of the Association by law or by these Statutes, to achieve the disinterested purpose stated in Article 3. Amongst other things, the Governing Board shall have the powers to:

develop the Association’s strategy to be submitted to the General Assembly for endorsement, to implement the execution of this strategy and to take all respective necessary actions within the limitations of these Statutes;
monitor the progress of the Association’s activities;
terminate membership of defaulting Members, in accordance with the provisions of Article 9;
propose to the General Assembly Membership Fees;
prepare and file for acceptance by the General Assembly annual budget and annual accounts pursuant to Article 28;
approve or reject the By-Laws pursuant to Article 30;
decide about the change of the legal seat of the Association insofar as such relocation is not obliged to change the language of the Statutes in accordance with the applicable language legislation, the opening of offices for the Association, and decide upon the participation in other non-profit associations;
establish working groups;

9 organize and supervise the management of the Association;

(b) Members of the Governing Board

i/ Composition of the Governing Board

The members of the Governing Board shall be an employee of the Full Member proposing their candidature or of any of its Affiliates.

The Governing Board is composed of maximum sixteen (16) members and minimum thirteen (13) members.

All groups of Full Members of the Association as specified in Article 6 are represented in the Governing Board and the following structure is applied:

– Full Industry Members – maximum ten (10) representatives;

– Full SME Members – maximum two (2) representatives;

– Full Research Members – maximum two (2) representatives;

– Full Association Members – maximum two (2) representatives.

The composition of the Governing Board should reflect a gender balance.

The candidates to be proposed to the General Assembly to become member of the Governing Board shall be elected in accordance with article ii/ of this section (b).

In case there are several Full Industry Members belonging to the same brand or company holding, no such Group shall have more than one (1) member in the Governing Board.

The members of the Governing Board shall not be entitled to receive a remuneration, unless specifically determined otherwise by the General Assembly.

ii/ Voting procedure for candidates for member of the Governing Board

a) Nomination of candidates

a.1) At least four weeks before the annual General Assembly meeting, whereby the Governing Board members will have to be appointed through renewal of mandate or otherwise, the Chairperson shall launch a nomination call.

a.2) Each constituency, being the constituency of the Full Industry Members, the constituency of the Full Research Members, the constituency of the Full SME Members and the constituency of the Full Association Members, shall list all nominations for candidates within their constituency.

b) General Assembly vote

b.1) The list for each constituency shall be submitted to the General Assembly.

b.2) The members of the Governing Board shall be elected by the General Assembly from the lists of candidates for each constituency submitted to the General Assembly.

b.3) The General Assembly shall elect up to sixteen (16) members of the Governing Board, taking into account the following principles:

b.3.1.) Each Full Member (i.e. Full Industry Members, Full Research Members, Full SME Members and Full Association Members) can vote for maximum ten (10) candidates upon proposal of the Full Industry Members, maximum two (2) candidates upon proposal of the Full Research Members, maximum two (2) candidates upon proposal of the Full SME Members, and maximum two (2) candidates upon proposal of the Full Association Members.

b.3.2) The following candidates will be appointed as members of the Governing Board:

– Up to ten (10) candidates proposed by the Full Industry Members with the highest ranking on the number of votes of the Full Members;

– Up to two (2) candidates proposed by the Full Research Members with the highest ranking based on the number of votes of the Full Members;

– Up to two (2) candidates proposed by the Full SME Members with the highest ranking based on the number of votes of the Full Members;

– Up to two (2) candidates proposed by the Full Association Members with the highest ranking on the number of votes of the Full Members;

b.4) Voting shall be done in a secret manner.

The Governing Board designates from within its midst a chair, (herein “Chairperson ”) and a vice-chair (herein “Vice-Chairperson) for the duration of their mandate as members of the Governing Board of the Association.

The Chairperson and the Vice-Chairperson shall also act as the chair and the vice-chair of the General Assembly.

If the Chairperson is impeded, his/her functions are assumed by the Vice-Chairperson.

(d) Term

The term of the mandate of the members of the Governing Board shall, unless in the event of re-appointment, be for maximum three years, and shall always expire at the closure of an annual General Assembly.

A member of the Governing Board shall loose his/her mandate, if the Full Member having nominated such a member of the Governing Board is no longer a Full Member or if the member of the Governing Board is no longer employed by the Full Member having proposed its candidature or any of its Affiliates. In the event that a member of the Governing Board loses his/her mandate or withdraws before the expiry of the term of its mandate, the members of the Governing Board shall have the right to co-opt a new member, proposed by the Full Member having originally nominated the Governing Board member who lost his/her mandate, if applicable, until the next General Assembly. The mandate of the co-opted member so nominated shall be submitted for confirmation to the next General Assembly, who shall make the definitive appointment, it being understood that the member of the Governing Board so appointed shall complete the term of the mandate of the Governing Board member that he/she is replacing.

In the absence of confirmation, the mandate of the co-opted member of the Governing Board ends at the end of the General Assembly Meeting, without this affecting the regularity of the composition of the Governing Board up to that time.

(e) Dismissal.

The General Assembly can dismiss the members of the Governing Board at any time.

Article 19: Meetings

The Governing Board shall meet at least two times a year.

The meetings of the Governing Board shall be chaired by the Chairperson, or, if the Chairperson is not available, by the Vice-Chairperson, or, if the Vice-Chairperson is not available, by the member of the Governing Board, who is the oldest in age.

The Chairperson shall duly notify the Governing Board of such meeting at least (14) fourteen days before the date of the meeting, together with an agenda specifying for which item of the agenda a vote will be required.

Meetings of the Governing Board can be held in physical form or through any electronic means of communications provided that the form of the meeting is so announced in the written notice calling for the meeting.

When the meeting is held by any electronic means of communications, the following requirements need to be met: via the electronic means of communication the members of the Governing Board can be identified, can participate directly to the deliberations held during the meeting and can exercise their voting right.

Notwithstanding the above, the Governing Board may take written resolutions with regard to all matters belonging to the competence of the Governing Board.

To that effect, the Chairperson shall send the proposed resolution(s) with a written notice to all members of the Governing Board via regular mail and/or via e-mail.

The proposed resolution(s) shall be accompanied by a memorandum of the Governing Board signed by the Chairperson, setting forth

(1) the reasons which have led to the use of the written procedure, as well as

(2) the context of the proposed resolutions and

(3) the specific requirements of the written procedure as provided for herein.

The proposed resolutions shall be deemed approved if within thirty (30) days after having been sent, two thirds of the votes of the members of the Governing Board have approved the proposed resolution through duly completed written and signed communications returned to the Chairperson.

For the avoidance of doubt, members of the Governing Board not replying to the proposed resolution within the period of thirty (30) days shall be deemed not to have expressed an opinion on the proposed resolution.

Each member of the Governing Board can be represented by another member of the Governing Board , provided, however, that no Governing Board member can represent more than one other member of the Governing Board .

For this purpose, the member of the Governing Board shall communicate a written power of attorney to the Chairperson, at least three days prior to a meeting of the Governing Board.

Resolutions of the Governing Board shall be kept by the Chairperson of the Association of the Governing Board in a minute book.

A dated and detailed document signed by the members of the Governing Board and recorded or inserted in the register of minutes shall equal a decision of the Governing Board.

Resolutions of the Governing Board shall be filed by the Chairperson at the seat of the Association.

In case that a member of the Governing Board has a conflict of interest in any decision taking by the Governing Board, such a member of the Governing Board shall abstain from taking part in that decision.

The Governing Board, acting through the Chairperson of the Governing Board has the right to invite a third party (herein “Third Party Governing Board Observer”) if required and/or useful for the topics on the agenda. Third Party Governing Board Observers shall have the right to attend and speak at the meeting, but they have no right to vote.

Article 20: Quorum, Majority

(a) Quorum. The Governing Board is properly convened if at least 2/3 (two thirds) of the members of the Governing Board are present or duly represented.

(b) Majority. In case of voting, each member of the Governing Board shall have one vote. A two thirds majority of the votes of the members of the Governing Board present is required for taking decisions, unless stated otherwise herein.

Article 21: Representation of the Association

21.1 The Association will be legally represented towards third parties and in legal proceedings, by two members of the Governing Board acting together.

21.2 However, the Chairperson can legally represent the Association acting alone:

(i) to the extent the value of the transaction does not exceed 150.000 EUR. For long-term contracts, the value to be taken into account is the total value of the payments for the services for a maximum duration of one year;

(ii) acting on the basis of a decision taken by the Governing Board.

21.3 The Governing Board may grant specific powers of attorney to any person it deems appropriate.

21.4 In particular, the Governing Board may grant specific powers to represent the Association towards the EU Commission for example for the signature of the HEurope SNS Contract to any person or persons its deems appropriate. When representing the Association in high level events for example for the signature of the HEurope SNS Contract, this person will be authorized to carry the title of “President of the Association”.

Article 22: Management

The Governing Board may organize the management of the Association in the way it deems fit..

The Governing Board may delegate the daily management of the Association as well as the representation of the Association with regard to such daily management to one or more persons, each acting alone, jointly or as a collegial body.

Such persons shall operate under the supervision of the Governing Board, as represented for this purpose by the Chairperson of the Governing Board, who may further subdelegate this supervision role.

PART 5

CHAIRPERSON, TREASURER

Article 23: Chairperson of the Governing Board

The Chairperson shall be responsible for:

– chairing the meetings of the Governing Board and of the General Assembly

– represent the Governing Board for the supervision of the management of the Association

Article 24: Treasurer

A Treasurer will be appointed and dismissed by the Governing Board from within the membership of the Governing Board.Part 6

MEMBERSHIP FEES, FINANCIAL YEAR, ANNUAL ACCOUNTS

Article 25: Membership Fees and other Contributions

The Membership Fees are determined by the General Assembly for the Large Industry Members, the Medium-sized Industry Members, Full Research Members, Medium-sized SME Members, Small or Micro SME Members and Full Association Members, and Observers upon proposal of the Governing Board for each financial year. Such proposal shall divide the amount of the budget for each financial year that shall be covered by Membership Fees over the Full Members and Observers.

The Membership Fee shall be payable at such time and in such manner as shall be determined by the General Assembly.

Article 26: No individual liability for the Members

Members of the Association do not incur by their membership any individual or joint and several liability for the Association’s undertakings and the obligations of Members are strictly limited to the amount of their Membership Fee.

Article 27: Financial Year

The financial year begins on the first of January and ends on the thirty-first of December of each year.

Article 28: Annual Accounts

Each year the annual accounts for the past financial year and the budget for the current financial year shall be submitted to the annual meeting of the General Assembly.

Together with the annual accounts, the Governing Board shall submit to the General Assembly a “management report” in which it shall account for its management actions and provide all legally required information.

Article 29: Audit

If required by law, the General Assembly appoints one or more statutory auditors or any other person fulfilling the requirements imposed by law, who will be charged with the audit of the financial status of the Association, the annual accounts and the regularity of the Association’s transactions reflected in these annual accounts (“the Audit”).

The statutory auditor(s) will draw up a comprehensive written report (the ‘supervision report’), which will be submitted to the annual General Assembly.

Part 7

BY-LAWS

Article 30: Issuing of By-Laws

The Governing Board has the right to adopt By-Laws compatible with the provisions of these Statutes, in order to ensure the functioning of the Association and its administration, containing but not limited to:

– additional rights of the Full Members and of the Observers;

– provisions regarding the registration of Full Member representatives;

– provisions regarding meetings of the Governing Board;

– more specific and more limiting rules for the representation of the Association, including with regard to the representation of the Association for the daily management;

– the powers of the Chairperson and the Treasurer

– delegation of task and/or authorisations to one or more members of the Governing Board or third parties.

Currently the Association has not adopted By-Laws.

Part 8

AMENDMENTS, DISSOLUTION, EFFECTIVE DATE

Article 31: Amendments to the Statutes, Adoption and Amendments to By-Laws Dissolution,

(a) Amendments of Statutes, Dissolution.

Decisions to amend the Statutes and/or to dissolve the Association require a majority of seventy-five percent (75%) of the votes cast, while for these purposes, the General Assembly shall not be deemed to be properly convened unless a majority of the Full Members are present or represented at the meeting.

(b) Adoption and Amendments of By-Laws.

Decisions to adopt the By-Laws and decisions on amendments of the By-Laws require a majority of seventy-five percent (75%) of the votes cast, while for these purposes, the Governing Board shall not be deemed to be properly convened unless a majority of the Governing Board members are represented at the meeting.

In the event of a decision by the General Assembly to dissolve the Association, the General Assembly shall decide on the method of liquidation, and will designate the liquidator or liquidators and determine their powers.

The General Assembly will also decide upon the destination of Association‘s funds remaining after liquidation, taking into consideration that the assets must be disposed of to the benefit of an organisation pursuing a similar and non-profit objective.

All decisions shall be taken with the same quorum and majority requirements as are set forth in Article 31 (a).

(d) In case a General Assembly is not properly convened for the resolutions referred to in paragraphs (a) and (c) above, the Chairperson shall call another meeting with the same resolutions on the agenda, which shall take place at the earliest on the fifteenth day and within three months following the date of the first meeting held, which meeting shall constitute a quorum regardless of the number of Full Members represented, provided, however, that this has been clearly stated in the convocation of this second meeting.

The majority requirements shall be as set forth in Article 31 (a).

Part 9

GENERAL PROVISIONS

Article 32: Miscellaneous

All matters which are not covered by the present Statutes, shall be settled in accordance with applicable law or, if not covered in applicable law, by a decision of the Governing Board .

Article 33: Settlement of disputes

(a) All disputes or differences arising directly in connection with these Statutes, the By-Laws, and the decisions taken by the bodies of the Association which cannot be settled amicably, shall be subject to the jurisdiction of the competent court of Brussels, Belgium.

Such court shall have jurisdiction in the event of a counterclaim made by the defendant in any legal action.

(b) The Members concerned and the Association may instead elect unanimously to seek to resolve by mediation any dispute or difference which cannot be settled amicably by them.

Article 34: Order of precedence

In the event of any conflict between the terms of these Statutes and the Law, as revised from time to time, the Law shall always take precedence.

Article 35: Transitional provisions.

The term of the mandate of new members of the Governing Board shall now be three years, in accordance with the updated Article 18 (d).

The term of the mandate of the current members of the Governing Board shall be extended in order to also be three years as of their appointment, instead of two years. For the avoidance of doubt, the current members of the Governing board can thereafter be re-appointed.