CHAPTER IGENERAL PROVISIONSArticle 1Establishment, Name and Statutory Seat1.There shall be a distributed European Research Infrastructure called ‘the Central European Research Infrastructure Consortium’, hereinafter referred to as ‘CERIC-ERIC’.2.CERIC-ERIC shall have its Statutory Seat in Trieste, Italy. The General Assembly shall consider every five years whether the Statutory Seat shall remain in the same country or be transferred to the territory of another Member. The Member where the Statutory Seat is located shall ensure through a Representing Entity, as set out in Article 2, the resources for the common central operational activities of CERIC-ERIC including any funding needed to this end, in accordance with Article 6.Article 2Representing Entity1.Each Member may appoint one ‘Representing Entity’, being a public entity, including regional or private entities with a public service mission, according to paragraph 3, for the discharge of specific rights and obligations that have been delegated exclusively in direct connection with the scope and activities of CERIC-ERIC.2.The Representing Entity shall be an Institution that can support the scientific/technical operation of CERIC-ERIC including the provision of access to one facility (‘Partner Facility’) of which it has ownership and which has the scientific and technical capability to contribute to the common strategic objectives, purposes and access capabilities as set out in Articles 5 and 6.3.Each Member shall inform the General Assembly of any change of its Representing Entity, of the specific rights and obligations which have been delegated to it, of the termination of the appointment or of other relevant changes, if any. The General Assembly shall adopt internal rules specifying the scope of the activities and the role of the Representing Entities in particular as concerns the procedures for the provision of in-kind contributions.4.Each Member or Representing Entity shall propose for approval by the General Assembly one facility as Partner Facility. The Partner Facility within the Representing Entity shall be clearly defined in order to respond adequately to the commitments deriving from the participation in the scientific and technical activities of CERIC-ERIC.5.The Partner Facility shall be evaluated according to the procedure set out in Article 12(3)(h) and shall be the single national reference point to stimulate and support the access and the outreach to researchers and technicians as well as their international training and benchmarking.Article 3Accession of New Members1.CERIC-ERIC shall be open to accession of new Members having at their disposal an excellent analytical facility or sample preparation capabilities, according to Article 5(1) and Article 5(2) that can be used to develop, and/or make available appropriate technical and scientific expertise and resources, and apply the open-access policy.2.The accession of new Members shall be subject to approval by the General Assembly.3.The General Assembly shall define criteria and evaluation procedures for the acceptance of a Partner Facility of a new Member.Article 4Observers1.Member States of the European Union, third countries and intergovernmental organisations may become Observers in CERIC-ERIC through specific agreements subject to approval by the General Assembly as provided for in Article 12(3)(a).2.Observers shall be: 3.Each Observer may appoint one representative to attend the General Assembly without voting rights.Article 5Objectives, Tasks and Activities1.CERIC-ERIC's objective shall be to contribute to European top-level research and technological development and demonstration programs and projects, thus representing an added value for the development of the European Research Area (ERA) and to its innovation potential, while stimulating beneficial impact on the scientific, industrial and economic development.2.CERIC-ERIC shall further the integration of national multidisciplinary analytical, synthesis and sample preparation capabilities of Partner Facilities operating mainly in the Central European Area, into a unique, EU-level Distributed Research Infrastructure, open to researchers at world level. CERIC-ERIC shall provide, through an international access and peer review system, free open access based on merit and on available resources, and optimum use of resources and know-how available, upon proposal by the Members.3.CERIC-ERIC may carry out limited economic activities, provided that they are closely related to its principal task and that they do not jeopardise the achievement thereof.4.In order to achieve its objectives, CERIC-ERIC shall in particular:Article 6Resources1.Resources made available to CERIC-ERIC shall consist of:2.Resources available to CERIC-ERIC shall solely be used for performing the tasks and activities set out in Article 5.3.The capabilities of CERIC-ERIC shall be based on in-kind contributions by the Members or Representing Entities to fulfil the common scope. Such contributions, including sharing and opening access to facilities, specialised technical capacities and capabilities, and training, shall be evaluated and accounted for in order to credit their value as in-kind contributions to CERIC-ERIC.4.In addition, instrumental and other in-kind contributed resources may include access time to instruments, seconded personnel, and any other type of resource as agreed by the Members or Representing Entities. The General Assembly shall establish a common accounting system and rules for the acceptance of in kind-contributions, and their estimates, their cost evaluation and credit assessment. The value of these in-kind contributions shall be part of the annual budget and included in the corresponding financial reports.Article 7Financial Year, Annual Accounts and Budgetary Principles1.The financial year shall run from 1 January to 31 December. The annual accounts shall include the agreed value of in-kind contributions received and other revenue provided for in Article 6.2.The annual accounts and the annual budgets shall be approved by the General Assembly. The annual accounts shall be approved within four months or, in exceptional circumstances, six months, after the end of the financial year. The annual accounts shall be accompanied by a report on budgetary and financial management of the financial year.3.CERIC-ERIC shall be subject to the requirements of relevant national laws and regulations as regards preparation, filing, auditing and publication of the accounts.4.CERIC-ERIC shall keep account of in-kind and financial contributions and expenses and shall ensure sound financial management aiming at achieving a balanced budget.5.VAT, Excise Duty and other exemptions granted, based on Articles 143(1)(g) and 151(1)(b) of Council Directive 2006/112/ECnote and in accordance respectively with Articles 50 and 51 of Council Implementing Regulation (EU) No 282/2011note, and on Article 12 of Council Directive 2008/118/ECnote, shall only apply to purchases made by CERIC-ERIC as well as to those made by each Member, in direct connection with and for the official and exclusive use of CERIC-ERIC, provided that such purchase is made solely for the non-economic activities of CERIC-ERIC in line with its activities. VAT exemptions shall be limited to purchases exceeding the value of EUR 300.6.CERIC-ERIC shall record the costs and revenues of its economic activities separately and shall charge market prices for them, or, if these cannot be ascertained, full costs plus a reasonable margin. These activities shall not be covered by tax exemptions.Article 8Users' Access Policy1.CERIC-ERIC shall offer external users free open access to the scientific utilities available at the Partner Facilities, through a common entry point and selection based on international peer-review system, using solely the criteria of scientific quality of the proposed experiments, thus developing an ‘ERA open Operation mode’ striving to attract the best international users. To this end CERIC-ERIC shall take every possible action to ensure ‘free open access’ to the scientific utilities.2.Users requiring and accessing technical and/or scientific services on a proprietary basis and/or for training and education may also be accepted if not in conflict with the open access policy and shall pay the appropriate cost of the services.3.The General Assembly shall establish strategies and procedures for the User Access Policy for both non-proprietary and proprietary research.Article 9Liability1.CERIC-ERIC shall be liable for its debts.2.The financial liability of the Members, or their Representing Entities, for the debts of CERIC-ERIC shall be limited to their respective annual contributions to CERIC-ERIC.3.CERIC-ERIC shall take appropriate insurances to cover the risks specific to the construction and operation of the CERIC-ERIC infrastructure.4.The liabilities related to specific projects carried out within CERIC-ERIC on behalf of one or more Members and/or Observers shall be established by the General Assembly. The General Assembly shall define liability on other issues which may be connected for example to the use of in-kind contributions, including those coming from Observers and external funding entities.CHAPTER IIGOVERNANCEArticle 10Bodies of CERIC-ERICCERIC-ERIC governing bodies shall be the General Assembly, the Executive Director, the Board of Directors of Partner Facilities and the International Scientific and Technical Advisory Committee (ISTAC).Article 11General Assembly1.Each Member shall be represented in the General Assembly by up to two delegates. The delegates shall be appointed by the Member for a term of three years. The term of the delegates may be renewed three months before the end of their term. Each Member shall inform without delay the Chair of the General Assembly in writing of any appointment or termination of appointment of its delegates. If one or both delegates of a Member are unable to attend a meeting and need to be represented by another authorised individual, a written notification shall be sent by the Member concerned, in accordance with the General Assembly's rules of procedure, to the Chair of the General Assembly in advance of the meeting.2.Delegates may be accompanied by advisors and experts in accordance with the General Assembly's rules of procedure.3.Each Member shall have a single indivisible vote and is represented when at least one delegate is present in person or by teleconference according to the General Assembly rules of procedure.4.The Chair of the ISTAC provided for in Article 15 shall attend the meetings of the General Assembly in an advisory capacity.5.The meeting of the General Assembly shall be validly convened if two thirds of the Members are represented. If this condition is not fulfilled, a repeat meeting of the General Assembly with the same agenda shall be called as soon as possible in accordance with the rules of procedure of the General Assembly. Except for matters specified in Article 12(2) and (3), in a repeat meeting of the General Assembly the quorum shall be considered met if at least half of the Members are represented.6.The Chair of the General Assembly shall be elected amongst the delegates by a qualified majority as set out in Article 12, for a three years term. A Vice-Chair may be appointed with the same majority upon proposal by the Chair and will have the same term as the Chair. In the case of absence of the Chair and the Vice-Chair, the General Assembly shall be chaired by its most senior delegate in length of term of appointment.7.Decisions of the General Assembly shall be taken in accordance with Article 12.8.The General Assembly shall meet at least once a year. The General Assembly shall also be convened at the request of at least three Members, or of the Executive Director, if it is required in the interest of CERIC-ERIC.9.The General Assembly shall draw up its own rules of procedure in compliance with the Statutes.10.The cost of participation to the General Assembly shall be borne by the Members or their Representing Entities.11.Local organisation costs of the General Assembly meetings shall be considered as an in-kind contribution by the Member hosting the meeting.Article 12Powers and voting majorities of the General Assembly1.The General Assembly shall be the highest governing body of CERIC-ERIC and shall decide CERIC-ERIC policy in scientific, technical and administrative matters. The General Assembly shall issue appropriate instructions to the Executive Director.2.The General Assembly shall decide by consensus any proposal for an amendment to the Statutes in accordance with the procedure laid down in the Regulation.3.The following matters shall require the approval by the General Assembly by a qualified majority of two thirds of Members having voting rights:4.The following matters shall require the approval by the General Assembly by a qualified majority of two thirds of the Members present and having voting rights:5.Except where otherwise provided in the Statutes, all other decisions of the General Assembly shall be taken by a majority of the Members present and voting.6.Each Member shall have one vote in the General Assembly, under condition that Member States of the European Union or associated countries shall hold jointly at all times the majority of the voting rights. Abstentions shall not be taken into account for achieving the majority of votes. In case of a tie, the vote of the Chair of the General Assembly shall prevail.7.The General Assembly shall also have such other powers and perform such other functions as may be necessary for the achievement of the objectives of CERIC-ERIC.Article 13Executive Director1.The Executive Director shall be appointed by the General Assembly.2.The Executive Director shall be the executive body of CERIC-ERIC and the legal representative of CERIC-ERIC. The Executive Director shall be responsible for the day-to-day management of CERIC-ERIC and shall attend the General Assembly meetings in a consultative capacity.3.The Executive Director shall submit to the General Assembly:Article 14Board of Directors of Partner Facilities1.The Board of Directors of Partner Facilities shall consist of the Directors of the Partner Facilities nominated by the Members or Representing Entities.2.The Board of Directors of Partner Facilities shall elect its Chair amongst its members.3.The Board of Directors of Partner Facilities shall oversee the coordination of the implementation of the strategies approved by the General Assembly. It shall maintain coherence and consistency across CERIC-ERIC and collaboration between the Members.4.The Board of Directors of Partner Facilities shall be consulted by the Executive Director on all proposals to be submitted to the General Assembly relating to:5.The modalities for the operation of the Board of Directors of Partner Facilities shall be set out in rules of procedure to be adopted by the General Assembly.Article 15International Scientific and Technical Advisory Committee (ISTAC)1.The General Assembly shall appoint in accordance with Article 12 the ISTAC members that shall be outstanding personalities in the fields relevant to CERIC-ERIC, whose number shall be defined by the General Assembly.2.Unless exceptional circumstances arise, the ISTAC shall amongst its members propose a Chair to be appointed by the General Assembly.3.The ISTAC shall provide independent advice to the General Assembly and the Executive Director on all strategic issues as well as on the scientific and technical activities carried out by CERIC-ERIC.4.The ISTAC shall, in particular, evaluate proposals for new Partner Facilities, and the operation of existing ones, advising the General Assembly on acceptance and continuation.5.The costs of the functioning of the ISTAC shall be borne by the Members on an equal basis, or by CERIC-ERIC budget.Article 16Independent Audit Expert Committee1.An Independent Audit Expert Body shall be established by the General Assembly to certify that purchases acquired for use as in-kind contributions, that are included by the General Assembly in the Annual Budget of CERIC-ERIC, comply with the requirements set out in Article 7(5).2.The members of the Independent Audit Expert Committee shall be appointed by the General Assembly for terms of three years non-renewable.3.The Independent Audit Expert Committee shall be assisted by technical experts and shall provide a report of its findings at each meeting of the General Assembly.Article 17Audit and Impact Assessment1.CERIC-ERIC accounts and the overall budgets and values of the in-kind contributions for its activities shall be certified by independent auditors appointed by the General Assembly. The costs of these audits shall be borne by CERIC-ERIC.2.CERIC-ERIC shall proceed to the periodical evaluation of the quality of its scientific activities, and the assessment of its impact on the European Research Area, on the Regions hosting its Partner Facilities and at international level. This shall take into account both the performance of CERIC-ERIC as a consortium and of the single Partner Facilities.Article 18Human Resources Policy1.CERIC-ERIC shall ensure equal treatment and opportunities for its personnel and shall support mobility between the Partners and in general within the Central European Area or beyond. CERIC-ERIC shall endeavour to attract junior staff such as students, researchers and technicians for training in an internationally-open environment.2.In general, staff needed for carrying out CERIC-ERIC activities shall be seconded to CERIC-ERIC by the Members or Representing Entities, Observers or other collaborating institutions.3.The costs related to seconded staff shall be borne by the seconding Member or Representing Entity and save exceptional cases be accounted for as part of the in-kind contribution. Secondments related to specific projects or for training purposes may also be accounted for in accordance with the specific project modalities.4.The policy and internal rules for hiring of staff by CERIC-ERIC shall be defined by the General Assembly and based on fixed term contracts.Article 19Intellectual Property, Confidentiality and Data policy1.The term ‘Intellectual Property’ (IP) shall be understood in accordance with Article 2 of the Convention Establishing the World Intellectual Property Organization signed on 14 July 1967.2.The exchange and integration of intellectual property between Members or Representing Entities shall be subject to internal rules approved by the General Assembly aiming at improving the added value of IP and impact on the regional and EU economies. The internal rules shall also address terms of confidentiality of the exchanged data.3.IP generated as a result of activities funded by CERIC-ERIC shall be the property of CERIC-ERIC.4.CERIC-ERIC shall comply with applicable legislation on data and privacy protection.Article 20Technology Transfer and Relationship with IndustryCERIC-ERIC, as a distributed facility, shall act as a focal point for European industry by:Article 21Procurement PoliciesCERIC-ERIC Procurement Policy shall be based on the principles of transparency, non-discrimination, and competition, taking into account the need of ensuring that bids fulfil the best technical, financial and delivery requirements, while providing advanced notification to industry about required specifications for the realisation of advanced components and systems.Article 22Communication and Dissemination1.CERIC-ERIC tasks and activities aim at strengthening European research and its communication and dissemination activities shall support this strategic approach.2.CERIC-ERIC shall promote the dissemination of scientific publications and scientific-technical knowledge resulting from its activities to the scientific community, the industrial environment and the general public.3.CERIC-ERIC shall, where appropriate, interact with relevant policy makers in order to advance its objectives.CHAPTER IIIFINAL PROVISIONSArticle 23Working LanguageThe working language of CERIC-ERIC shall be English.Article 24Duration and Withdrawal1.CERIC-ERIC shall be established for an initial period of 10 years and shall be automatically extended for successive 10-year periods.2.Members may withdraw from CERIC-ERIC after an initial period of five years of membership giving in writing one year of advance notice. Any withdrawal shall take effect at the end of the financial year following that in which notice is given or at such later date as the Member may propose.3.A withdrawing Member shall remain bound in respect of all pending obligations and undertakings towards CERIC-ERIC and third parties at the time the withdrawal has taken effect and of any compensation for damages at the charge of CERIC-ERIC due to decision or acts accruing prior to its withdrawal.Article 25Non-Fulfilment of ObligationsIf a Member fails to fulfil its main obligations under the Statutes, it shall cease to be a member of CERIC-ERIC after a decision of the General Assembly taken by a qualified majority of two thirds of Members having voting rights. The defaulting Member shall have no voting rights in the defaulting decision.Article 26Conditions for DissolutionCERIC-ERIC shall be dissolved as a result of:Article 27Winding-up and Settlement of Assets1.In case of dissolution of CERIC-ERIC, CERIC-ERIC shall remain bound in respect of all pending obligations and undertakings towards third parties.2.The winding-up of CERIC-ERIC as a result of one of the conditions of dissolution listed in Article 26, shall require a decision of the General Assembly taken by a qualified majority of two thirds of all the Members having voting rights and notified to the European Commission according to Article 16 of the Regulation. Such decision shall at least specify:Article 28Amendments of the StatutesProposals for amendments of the Statutes shall be adopted by the General Assembly by consensus and submitted to the Commission in accordance with Article 11 of the RegulationArticle 29Consolidated version of the StatutesThe Statutes shall be kept up to date and made publicly available on the website of CERIC-ERIC and at its statutory seat. Any amendment to the Statutes shall be clearly indicated with a note specifying whether the amendment concerns an essential or non-essential element of the Statutes in accordance with Article 11 of the Regulation and the procedure followed for its adoption.