ANNEX

STATUTES OF THE CLARIN ERIC
CHAPTER 4

GOVERNANCE OF CLARIN ERIC
Article 8

General Assembly
8.1.
The General Assembly shall be the body of CLARIN ERIC with full decision-making powers, and shall represent the members of CLARIN ERIC. Each member has one vote. Each entity representing a member shall nominate one official representative. Additionally each member may bring an expert. Each delegation may consequently consist of up to two persons, but the official representative carries the vote.
8.2.

The General Assembly shall convene at least once a year, and shall at least:
1. appoint, suspend or dismiss the Executive Director and the Board of Directors apart from the ex officio members mentioned in Article 10.3 and Article 13.2;
2. confirm ex officio members of the Board of Directors;
3. appoint the Scientific Advisory Board;
4. decide on strategies for the construction and exploitation of CLARIN and any other issues deemed relevant by the Board of Directors or by a member or group of members who requests it, in accordance with Article 8.3;
5. approve the work programme and annual budget of CLARIN ERIC;
6. decide at least every five years on the principles for calculating the annual fee for each member, and on the amount of the annual fee of which the principles as well as the corresponding amounts shall be laid down in Annex 2 to these statutes;
7. approve annual reports and accounts of CLARIN ERIC;
8. approve each member’s contribution to CLARIN;
9. approve accession of new members and observers;
10. decide on termination of membership and observer status;
11. decide on winding up of CLARIN ERIC according to Article 27.
8.3.
The General Assembly shall be convened by the President with at least four weeks’ notice, and the agenda shall be circulated at least two weeks before the meeting. Members shall have the right to suggest matters for the agenda up to three weeks before the meeting. A meeting of the General Assembly may be requested by at least 50 % of the members, and the meeting shall be held as soon as possible, with at least two weeks’ notice.
8.4.
The General Assembly shall elect a President by simple majority of the votes. The President shall be a member’s official representative. The President shall be elected for a two year term, and no one may serve for more than two consecutive terms. In case the President withdraws before the end of the term, a new President shall be elected by the General Assembly.
8.5.
The General Assembly shall elect a Vice President by simple majority of the votes. The Vice President shall be a member’s official representative. The Vice President shall be elected for a two–year term, and no one may serve for more than two consecutive terms. In case the Vice President withdraws before the end of the term, a new Vice President shall be elected by the General Assembly. The Vice President shall substitute the President in his/her absence and in case of conflict of interest.
8.6.
If an official representative cannot attend the General Assembly, the member may authorise another representative from the same entity, the national expert or an official representative of another member to vote on its behalf by means of a written and duly signed authorisation, which shall be presented to the President by the beginning of the meeting. No representative may bring more than three authorisations.
8.7.
The General Assembly shall be chaired by the President, and in his or her absence by the Vice President. The President, or a person authorised by the President, shall be responsible for updating Annex 1, so there shall be at all times an accurate list of the members, observers and their representing entities.
8.8.

All decisions shall be passed by simple majority of the votes cast, except decisions to:
1. amend the statutes of CLARIN ERIC;
2. after the first five years, amend Annex 2 “Annual Fee”;
3. terminate CLARIN ERIC;
4. terminate a membership or observer status;
5. suspend or dismiss the Executive Director and the Board of Directors.
8.9.

Decisions concerning the following shall require two thirds of the votes:
1. the amendment of the statutes,
2. the amendment of Annex 2,
3. the suspension or dismissal of Executive Director and the Board of Directors,
4. the termination of CLARIN ERIC,
Any amendment of the Statutes shall be subject to the provisions laid down in Article 11 of Regulation (EC) No 723/2009.
8.10.
The decision to terminate a membership or observer status shall require a unanimous vote, not counting the vote of the member in question or the abstentions to vote.
8.11.
Voting shall be conducted by secret ballot if requested by a representative. In case of a tie, the President shall have the casting vote.
8.12.
The quorum of the General Assembly shall be two thirds of the votes. The representatives may be present physically or by authorisation, as described in Article 8.6. The General Assembly may decide to use technology, such as video conferencing, for meetings.
8.13.
The President may decide to use a written procedure for the adoption of decisions. In such cases, the President, or a person authorized by the President, shall circulate the proposal to all official representatives of the General Assembly, who then shall notify their objections, amendments or intentions to abstain within the time allowed. The response period shall be no less than 14 calendar days. In urgent cases, and where measure to be adopted must be implemented immediately, the President may shorten the response time to five calendar days. If there are no objections, amendments or intentions to abstain made within the time allowed, the proposal shall be tacitly adopted. If an official representative has objections or suggestions for amendments, the President may decide to modify the proposal and resubmit for written procedure, or include the matter in the agenda of the next meeting of the General Assembly.
Article 9

Scientific Advisory Board
9.1.
The members of the Scientific Advisory Board shall be appointed by the General Assembly. The Scientific Advisory Board shall consist of high-level researchers who are independent of CLARIN ERIC. Both the CLARIN ERIC provider and user community shall be represented in the Scientific Advisory Board.
9.2.
The number of members of the Scientific Advisory Board shall be decided by the General Assembly. This number should not be less than five and not more than ten.
9.3.
The term for the Scientific Advisory Board members shall be three years, with a possibility of one more term, to be decided by the General Assembly.
9.4.
The Scientific Advisory Board shall provide input to the General Assembly through solicited and unsolicited advice on strategic issues, including but not limited to vision, new initiatives, work plans and quality assurance. The Scientific Advisory Board may provide input for the General Assembly for the evaluation of the progress of the work and the services offered by CLARIN ERIC.
9.5.
The Chair of the Scientific Advisory Board shall be appointed by the General Assembly. The by-laws of the Scientific Advisory Board shall be based on the general by-laws scheme developed by the Board of Directors. The by-laws shall be approved by the Board of Directors.
Article 10

National Coordinators’ Forum
10.1.

It shall be the duty of each member being a country to appoint a national coordinator. The national coordinator shall act as the main liaison between CLARIN ERIC and the national consortium.
National coordinators shall be responsible for their country to follow the General Assembly’s policies and strategies for the development and exploitation of CLARIN.
10.1.1.
It shall be the duty of each member being an intergovernmental organisation with an operational structure to appoint a coordinator. The coordinator shall act as the main liaison between CLARIN ERIC and the operational unit(s) of the intergovernmental organisation. The coordinator shall be responsible for his/her organisation to follow the General Assembly’s policies and strategies for the development and exploitation of CLARIN. In the remainder of these statutes the term ‘national coordinator’ shall also include coordinators appointed by intergovernmental organisations.
10.2.
The National Coordinators’ Forum shall consist of all national coordinators. The responsibility of the National Coordinators’ Forum shall be to ensure the coordination of the implementation of the strategies laid out by the General Assembly. The Forum shall have to maintain coherence and consistency across CLARIN and collaboration between the members.
10.3.
The Chair of the National Coordinators’ Forum shall be elected according to the by-laws of the Forum. The Chair shall be ex officio member of the Board of Directors.
10.4.
The by-laws of the National Coordinators’ Forum shall be based on the general by-laws scheme developed by the Board of Directors. The by-laws shall be approved by the Board of Directors.
Article 11

Executive Director
11.1.
The General Assembly shall appoint the Executive Director of CLARIN ERIC according to a procedure defined by the General Assembly. The Executive Director and the Board of Directors shall be jointly the legal representative of CLARIN ERIC. The Executive Director shall carry out the day-to-day management of CLARIN ERIC. The Executive Director shall be responsible for the implementation of a decision by the General Assembly to amend Annex 2.
11.2.
The term for the Executive Director shall be five years, with a possibility of an administrative prolongation, meaning a prolongation without a competition, of up to two years decided by the General Assembly. At the end of the five years term or when the appointment can no longer be prolonged, another open call shall be issued.
Article 12

Board of Directors
12.1.
The General Assembly shall appoint high-level individuals to form the Board of Directors. The number of Directors shall be decided by the General Assembly. The appointment procedure shall be defined by the General Assembly. The collective expertise of the Board shall include management, technical infrastructure, language resources and tools and users’ needs.
12.2.
The General Assembly shall appoint one of the members of the Board of Directors as Vice Director. The Vice Director shall substitute the Executive Director in his/her absence or in case of conflict of interest.
12.3.
The term for the Board members shall be three years, with a possibility of one more term, to be decided by the General Assembly.
12.4.
The Board of Directors shall be, together with the Executive Director, the executive body of CLARIN ERIC. The Board of Directors shall be responsible for the smooth operation of CLARIN ERIC following the General Assembly directions and decisions, as well as the feedback from the other boards and committees.
12.5.
The Board of Directors shall establish a general scheme for by-laws to be used for all boards and committees mentioned in these statutes, and shall approve the specific by-laws of each board and committee. The Board of Directors shall establish its own by-laws based on the general scheme.
12.6.
The Executive Director shall be the Chair of the Board of Directors.
Article 13

Standing Committee for CLARIN technical centres
13.1.
There shall be a Standing Committee for CLARIN technical centres. The Standing Committee for CLARIN centres shall consist of the centre directors (or representatives designated by the directors) for those CLARIN centres that have been identified as crucial for the operation of CLARIN on the basis of criteria to be formulated by the Board of Directors. The decision to recognize a technical centre as crucial for the operation of CLARIN shall be the responsibility of the General Assembly.
13.2.
The Standing Committee for CLARIN centres shall have the task of ensuring consistence, coherence and stability of infrastructure services through decisions on implementation as well as coordination between the centres and members. It shall report to the National Coordinators’ Forum and the Board of Directors. The Chair of the Standing Committee shall be elected according to the Committee’s by-laws. The Chair shall be ex officio member of the Board of Directors.
13.3.
The Standing Committee shall serve as a forum for CLARIN centres to exchange ideas and experiences. The role of the Standing Committee shall be to give advice and make requests and proposals to the CLARIN ERIC and to the National Coordinators in order to ensure consistency, coherence and stability of services.
13.4.
The by-laws of the Standing Committee shall be based on the general by-laws scheme developed by the Board of Directors. The by-laws shall be approved by the Board of Directors.
Article 14

Working Groups
14.1.
The Board of Directors may create and terminate Working Groups for themes for which a special effort is needed, which cannot be performed by the Board of Directors.
14.2.
The by-laws of the Working Groups shall be based on the general by-laws scheme developed by the Board of Directors. The by-laws shall be approved by the Board of Directors.
Independent means that there is no conflict of interest.