6G Smart Networks and Services Industry Association

6G Smart Networks and Services Industry Association (“6G-IA”)

International Non-Profit Association
Established in the Brussels Capital Region
With address at 1040 Etterbeek, Sint-Michielslaan 47
RCE Brussels, Flemish divison VAT BE0543.675.793

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STATUTES
Resolved to by the extraordinary general meeting of
June 28, 2021

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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;

Associate Member means the legal entities that meet the criteria as defined in Article 9 and have been granted Associate Member status in accordance with the process as set forth in the same article of these Statutes;

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

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

By-Laws means the internal regulation of the Association, 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 member of the Association, being a (1) SME (herein ” Full SME Member”), or (2) nationally recognised universities and/or research institutes 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;

H2020 5G Infrastructure PPP Matters means those subjects that are related to the SRIA and to the priority setting towards the Horizon 2020 PPP work program, derived from the SRIA;

H2020 5G Infrastructure PPP means collectively the H2020 5G PPP Projects under Horizon 2020;

HEurope SNS Partner means any participant of the H2020 5G Infrastructure PPP, that has entered into the H2020 5G PPP Collaboration Agreement;

H2020 5G PPP Collaboration agreement means the agreement to be entered into by any H2020 5G Infrastructure Partner;

HEurope SNS partnership Matters means those subjects that are related to the SRIA and to the priority setting towards the HEurope work program, derived from the SRIA;

HEurope Smart Networks and Services partnership or SNS partnership means collectively the HEurope Smart Networks and Services partnership Projects under HEurope;

HEurope SNS Partner means any participant of the SNS partnership, that has entered into the HEurope Smart Networks and Services partnership Collaboration agreement;

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

General Assembly means the body of the Association as described in Part 3 of these Statutes, in which the Full Members and Associate Members 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.

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

H2020 PPP Contract means the contractual arrangement entered into between the Association and the European Commission for the implementation of the PPP’s Concept Paper for the establishment of a model contractual arrangement on setting up a public-private partnership for industrial research between the European Union and a stakeholder association /alternative for setting up a Public Private Partnership in the area of Advanced 5G Network Infrastructure for the Future Internet;

HEurope PPP Contract or HEurope SNS Contract means the arrangements provided for in the Proposal for Council Regulation establishing the Joint Undertakings under Horizon Europe dated February 23, 2021 institutionalising the “Smart Network and Services partnership” to which the Association will accede by means of letter of commitment.

Statutes means these statutes governing the Association;

H2020 SRIA means the Strategic Research and Innovation Agenda of 5G Infrastructure, as determined and decided upon by the Networld2020 ETP , and outlining the research and development programme for the years 2014 up to and including 2020, of industry, R&D institutes, universities and other organisations and persons being a H2020 5G Infrastructure Partner, and indicating the commitment of these participants for executing activities to meet the objectives of the programme both in type of research and development activities as well as in the size and amount of personal, financial and other recourses required to be made available to that purpose;

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.

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).

(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 PPP Contract, to execute the HEurope PPP 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 will enter into the HEurope PPP Contract. Besides the above, the Association’s purpose includes the finalization of obligations and activities arising from the H2020 5G Infrastructure PPP

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 5G Infrastructure PPP 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 Associate Members 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 Associate Members 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

(a)       Legal Nature of Members and requirements. Membership in the Association is open to and limited to entities with legal personality, that

  • have a registered seat in the Member States, Candidate States and Associated Countries of the European Union; and
  • support the mission and vision of the Association and HEurope 5G PPP Contractual Arrangement; and
  • have research and development (herein “R&D”) activities in the Member States, Candidate States and Associated Countries of the European Union.

(b)       Members of the Association.

There are two categories of members of the Association: Full Members of the Association and Associate Members of the Association.

Article 6 : Full Members

There are four types of Full Members: Full Industry Members, Full Research Members, Full SME Members and Full Association Members.

Each new Member will become a Full Member of the Association upon written confirmation by the Chairperson (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

The membership of any Full Member shall terminate upon

(1)       its withdrawal as a Full Member upon written notice of one month, such notice to be provided to the Chairperson or

(2)       the exclusion of the Full Member, in accordance with the provisions of article 9.

Article 8 : Associate Members

8.1       Associate Members are legal entities, complying with some of the following criteria:

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

–        contribute and/or support the overall value chain,

–        be an organisation that represents interests that are relevant to the HEurope 5G Infrastructure PPP.

8.2       Associate Members 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 Associate Member.

Legal entities meeting the criteria set forth in Article 8.1 that are interested to become an Associate Member shall also have the right to apply for associate 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 Associate Member shall enter into an accession agreement.

Rejection and Appeal.

The Governing Board ’s rejection of an application for Associate Member status shall set forth the principal reasons underlying the decision, which reasons shall be based on the criteria for Associate 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.

8.3.      The Associate Member’s term of membership will be for a time period until the second General Assembly after the date of its entering into the accession agreement. Each Associate Member may be granted or apply for a renewal of its membership in accordance with the provisions of Article 8.2 above, without limitation on the number of subsequent renewals

8.4.      The membership of any Associate Member shall terminate upon

(1)        the expiry of the term of its membership,

(2)        its withdrawal as an Associate Member upon written notice of one month, such notice to be provided to the Chairperson or

(3)        the exclusion of the Associate member, in accordance with the provisions of article 9.

Article 9 : Exclusion of Full Members and Associate Members

If any Full Member or Associate Member does not comply with these Statutes, the By-Laws, and/or any rules and regulations, issued pursuant to these Statutes or the By-Laws, 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 Associate Member subject to the following:

  1. 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 Associate Member, such notice requiring that the default be remedied, the Governing Board  may decide to terminate the membership of the defaulting Full Member or Associate Member.
  2. b) Upon a decision to terminate membership taken in accordance with the previous paragraph, the Governing Board, acting through the Chairman, shall send a notice of decision of termination to the Full Member or Associate Member 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 Associate Member’s defense, if any, communicate in writing to the defaulting Full Member or Associate Member its confirmation of its decision of termination or its withdrawal of the decision of termination.

  1. c) The membership of any Full Member or Associate Member 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.

Article 10 : Effects of termination of membership

A Member who ceases to be a Full Member or an Associate Member of the Association through withdrawal, exclusion or any other cause shall have no claim to the Association’s assets; such Full Member or Associate Member 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 Associate Member towards the Association prior to such withdrawal or termination.

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

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

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

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

The Full Members and the Associate Members shall comply with the applicable law, these Statutes and the By-Laws and the decisions taken by the bodies of the Association in accordance with these Statutes and the By-Laws.

Article 13 : Assets of the Association

The assets of the Association shall consist of:

  1. a) Subsidies;
  2. b) Membership Fees;
  3. c) Donations, properly obtained in accordance with the applicable law;
  4. d) Any other assets or income received.

Part 3

GENERAL ASSEMBLY

Article 14 : Powers of the General Assembly

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

  1. set Membership Fees, upon proposal of the Governing Board;
  2. approve or reject annual budgets and annual accounts, proposed by the Governing Board ;
  3. elect and dismiss the members of the Governing Board ;
  4. grant discharge to the members of the Governing Board ;
  5. appoint and dismiss the statutory auditors for the Association;
  6. approve any amendments to the HEurope PPP Contract
  7. approve all agreements with commitments exceeding one year or exceeding a value of two hundred thousand euros (€ 200.000);
  8. approve or reject the By-Laws of the Association as proposed by the Governing Board ;
  9. approve the HEurope SRIA and any update thereof, upon proposal of the Governing Board ;
  10. amend the Statutes, and amend the By-Laws, 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;
  11. 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 representative cannot attend the General Assembly, the Full Member may give a proxy to a Full Member representative of another Full Member.

Provisions concerning the registration of Full Member representatives for Full Member representatives (if any) may be outlined in the By-Laws.

The meetings of the General Assembly shall be chaired by the Chairperson or, if the 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 and shall use their reasonable effort to attend such meetings.

15.2     Associate Members shall have the right to attend and to speak at the meetings of the General Assembly, but shall have no voting rights at the General Assembly. In case an Associate Member representative cannot attend the General Assembly, the Associate Member may give a proxy to a representative of another Associate Member.

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 Associate Members.

(c)        Voting

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

Each Full Industry Member shall have two votes in the General Assembly. Each Full Research Member, Full SME Member and Full Association Member shall have one vote in the General Assembly. For decisions of the General Assembly a majority of two thirds of the votes of the Full Members represented is required, unless stated otherwise in these Statutes.

(d)       For amendments to the Statutes, dissolution of the Association and approval or rejection of the By-Laws or amendments to the By-Laws, 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 ,

(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 one month 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.

Notwithstanding the foregoing, the call for the first meeting of the General Assembly is not subject to the one month prior written notice and the first meeting of the General Assembly may be called with three days prior written notice to every Full Member.

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 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, can participate directly to the deliberations held during the meeting and can exercise their voting right.

When indicated 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.

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 if within thirty (30) days after having been sent, two thirds of the votes of 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 period of thirty (30) days 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 the powers to:

  1. 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;
  2. monitor the progress of the Association’s activities;
  3. terminate membership of defaulting Members, in accordance with the provisions of Article 9;
  4. propose to the General Assembly Membership Fees;
  5. prepare and file for acceptance by the General Assembly annual budget and annual accounts pursuant to Article 28;
  6. propose for resolution by the General Assembly the By-Laws pursuant to Article 30;
  7. 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;
  8. 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 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 Industrial 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

  1. 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.

  1. 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.

(c)        Chairperson of the Governing Board:

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 two 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, and if the Vice-Chairperson is not available, by, 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.

Further details may be regulated in the By-Laws.

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.

Notwithstanding the foregoing, the call for the first meeting of the Governing Board  is not subject to the fourteen days prior written notice and the first meeting of the Governing Board  may be called upon, upon written notice of minimum three days.

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 “Observers”). if required and/or useful for the topics on the agenda. 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

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

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, may be laid down in the By-Laws.

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

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 PPP 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 PPP Contract, this person will be authorized to carry the title of “President of the Association”.

The Governing Board is authorized to delegate or outsource parts of its tasks, but not its responsibilities, to an external party. The tasks that can be outsourced are:

–           bookkeeping and accounting

–           secretarial work

–           collecting Membership fees

–           any other tasks as the Governing Board  deems fit.

Article 22 :Management

The Governing Board may organize the management of the Association in the way it deems fit. It may appoint one or more persons in charge of the overall daily management of the Association or specific delegated management tasks.

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

The following persons will be appointed and dismissed by the Governing Board from within the membership of the Governing Board:

–           The Treasurer.

The powers of the Chairperson and the Treasurer are further defined in the By-Laws.

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 Full Industry Members, Full Research Members, Full SME Members and Full Association Members, 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 Associate Members.

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 General Assembly on specific proposal from the Governing Board shall 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 provisions regarding:

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

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 three quarters (3/4) 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 General Assembly shall not be deemed to be properly convened unless a simple majority of the Full Members are represented at the meeting.

(c)        Liquidation.

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) (b) 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.

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