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Certified translation from German into English

Statutes

of the Central and Eastern European Networking Association (CEENet)

§ 1 Name, registered offices and sphere of activity

(1) The Association bears the name "Verband der Wissenschaftsnetze Mittel- und Osteuropas", in English "Central and Eastern European Networking Association", abbreviated to "CEENet".
(2) Its registered offices are in Vienna and its activities extend to the countries of Central and Eastern Europe and adjacent regions.
(3) It is not intended to establish branch associations.

§2 Object

(1) The object of the non-profit-making Association is the international co-ordination of the establishment and operation of data networks in the sphere of academic research and education (research networks) in Central and Eastern Europe and in adjacent countries.

§3 Means of achieving the object of the Association

(1) The object of the Association is to be achieved through the non-material and material means set out in paragraphs 2 and 3.
(2) Non-material means shall include:
a) The promotion and support of the technical and organisational collaboration between national research networks;
b) The exchange and provision of operational, organisational and technical information relating to research networks;
c) The safeguarding and pursuit of the common interests of the Association and its members in relation to other organisations;
d) If necessary the establishment and operation of joint network services and technical facilities;
e) The formation of working parties to undertake technical activities which comply with the object of the Association;
f) The support and organisation of conferences, workshops and courses;
g) The publication and distribution of relevant documentation, brochures, magazines, in particular through the use of electronic media;
h) The promotion and support of the development and establishment of corresponding national network services;
i) The preparation and submission of project applications to international and European organisations for promotion of the development of research networks within the sphere of the Association and its members.
(3) The requisite material means are to be made available through:
a) Joining fees and membership subscriptions;
b) Proceeds from events, research projects, the Association's own undertakings;
c) Subsidies, donations and other gifts.
(4) The Association shall adopt an independent position with respect to political parties and political groups, both nationally and internationally.
(5) The official language of the Association shall be English.

§4 Types of membership

(1) Their shall be two classes of membership of the Association, namely ordinary and special members.
(2) National network organisations which focus on the sphere of research networks in a country in Central and Eastern Europe or an adjacent country and which have official national representative authority in the sphere of research networks may acquire ordinary membership. Each country may only be represented within the Association by a single ordinary member.
(3) Other legal entities or individuals who promote the activities of the Association may acquire special membership.

§5 Acquisition of membership

(1) Ordinary and special members shall be accepted by the General Meeting upon application by the Management Committee.
(2) Each ordinary member shall be obliged to appoint an individual as its delegate to the Association and a further individual as his deputy.
(3) Before constitution of the Association, the members shall be provisionally accepted by the supporters. Their membership shall not take effect until the Association is constituted.

§6 Termination of membership

(1) Membership shall be cancelled in the case of legal entities as a result of loss of legal personality, and in the case of individuals through death, as well as through voluntary resignation and through exclusion.
(2) Resignation may take place at any time. Resignation must be notified to the Management Committee in writing and shall take effect immediately. Resignation shall not, however, release the member from his obligation to pay any outstanding membership subscriptions.
(3) The General Meeting may exclude a member upon application by the Management Committee, if such member is over one year in arrears in payment of his membership subscription, despite two formal written warnings in which a deadline for payment has been set. Such exclusion shall not affect his obligation to pay the membership subscriptions which are due.
(4) Exclusion of a member from the Association may also be ordered by the General Meeting on grounds of a gross breach of other membership obligations and due to dishonourable behaviour. Such exclusion shall not affect his obligation to pay the membership subscriptions which are due.

§7 Rights and obligations of members

(1) Members shall be entitled to participate at all of the Association's events and to avail themselves of the Association's facilities. Only ordinary members may vote at the General Meeting and shall have an active right to vote.
(2) Members shall be obliged to promote the interests of the Association to the best of their ability and to refrain from any action which could cause harm to the reputation and object of the Association. They must observe the Statutes of the Association and the resolutions of the executive bodies of the Association. Both ordinary and special members shall be obliged to promptly pay the joining fee and membership subscriptions in the amounts set by the General Meeting.

§8 Executive bodies of the Association

(1) The executive bodies of the Association are the General Meeting (o§9 and 10), the Management Committee (o§11 to 13), the Auditors (§15) and the Arbitral Tribunal (§16).

§9 The General Meeting

(1) The ordinary General Meeting shall be held at least once a year.
(2) An extraordinary General Meeting shall be held within two months following a resolution by the Management Committee, the ordinary General Meeting, or in response to a written application by at least one quarter of the members with voting rights, or at the request of the Auditors.
(3) All members must be invited to attend both the ordinary General Meeting and the extraordinary General Meetings, at least one month before the meeting is to be held, either in writing or via e-mail. The invitation to the General Meeting must include details of its location and the agenda. The meeting shall be convened by the Management Committee.
(4) Applications to be put before the General Assembly must be submitted to the Management Committee in writing or via e-mail at least one week before the date of the General Meeting.
(5) Valid resolutions, with the exception of those relating to an application for the convening of an extraordinary General Meeting, may only relate to agenda items.
(6) All Association members may attend the General Meeting. The members of the Management Committee and any other persons authorised by the chairman may additionally attend the meeting. Only ordinary Association members shall be entitled to vote. Each member shall have one vote. Legal entities shall be represented by their delegate or his deputy. The voting right may be transferred to another member on the basis of a written letter of authority.
(7) The General Meeting shall be quorate provided half of all members with voting rights or their representatives (para. 6) are present. If the General Meeting is not quorate on the occasion at which it has been convened, then the General Meeting shall be held one to two months later with the same agenda, and shall be quorate regardless of the number of persons present.
(8) Members must confirm their intention to attend the meeting at the latest one week before the General Meeting. If it is anticipated, on the basis of the confirmations of attendance received, that the General Meeting will not be quorate, then the Management Committee must inform all members of the postponement of this General Meeting and the setting of a new date and time for the meeting as set out in para. 7.
(9) The voting procedures and resolutions at the General Meeting shall normally take place on the basis of a simply majority of votes cast. Resolutions under which the Statutes of the Association are to be amended or the Association is to be wound up shall, however, require a qualified majority of two thirds of the valid votes cast.
(10) The chairman, and in his absence his deputy, shall chair the General Meeting.

§10 Duties of the General Meeting

(1) The General Meeting shall have the following duties:
a) Acceptance and approval of the report of account and the annual accounts;
b) Resolution relating to the preliminary budget;
c) The election, appointment and removal from office of members of the Management Committee and the Auditors; the approval of legal transactions between members of the Management Committee and the Auditors with the Association;
d) Discharge of the Management Committee;
e) Setting the amount of the joining fee and the membership subscriptions for ordinary and special members;
f) The acceptance and exclusion of ordinary and special members;
g) Resolution relating to amendments to the Statutes and to the voluntary winding up of the Association;
h) Consultation and resolution relating to other questions on the agenda.

§11 The Management Committee

(1) The Management Committee ("CEENet Management Committee") shall comprise six members, namely the chairman and his deputy, the keeper of the minutes and his deputy, the treasurer and his deputy.
(2) The members of the Management Committee shall normally be individuals from amongst the delegates and their deputies (§5 para. 2), although other persons may be elected to serve on the Management Committee.
(3) The Management Committee shall be elected by the General Meeting. In the event of resignation of an elected member, the Management Committee shall have the right to co-opt another electable member to serve in his place, for which purpose approval must be sought subsequently during the next General Meeting.
(4) The term of office of the Management Committee shall be two years. A member of the Management Committee may only be re-elected to the same post with the Management Committee once, provided this Management Committee position has not been held for at least two years by one or more other individuals. At least one of the six Management Committee members must be replaced after two years by a person who was not a member of the immediately preceding Management Committee.
(5) Management Committee meetings shall be convened by its chairman, or in his absence by his deputy, either in writing or verbally. If the chairman is absent for an unforeseeably long period, any other Management Committee member may convene the Management Committee.
(6) The Management Committee shall be quorate provided all members have been invited to attend and at least half of them are present. Resolutions votes may be collected by circulation via e-mail.
(7) The Management Committee shall resolve on the basis of a simple majority of votes cast; in the event of a tie, the chairmands vote shall decide.
(8) The chairman, or in his absence his deputy, shall chair the Committee.
(9) Other than in the event of death or expiry of his term of office, a Management Committee member shall leave office through removal from office (para.10) and resignation (para.11).
(10) The General Meeting may remove the entire Management Committee or individual members thereof from office at any time. The removal from office shall take effect when the new Management Committee or Management Committee member is appointed.
(11) The Management Committee members may declare their resignation in writing at any time. The declaration of resignation is to be addressed to the Management Committee, and in the event of resignation of the entire Management Committee, to the General Meeting. The resignation shall not take effect until a successor is elected or co-opted (para. 3).
(12) The Management Committee members shall receive no payment for their activities from the Association; however, they may be reimbursed documented expenses subject to the express approval of the Management Committee.

§12 Duties of the Management Committee

(1) The Management Committee shall manage the Association. It shall undertake all duties which are not allocated to a different executive body within the Association by the Statutes. The following matters in particular shall fall within its sphere of activity:
a) Preparation of the annual preliminary budget and production of the report of account and the annual accounts;
b) Preparation for the General Meeting;
c) Convening the ordinary and extraordinary General Meeting;
d) Administration of the assets of the Association;
f) Employment and dismissal of employees of the Association;

§13 Special obligations incumbent on individual Management Committee members

(1) The chairman shall represent the Association externally. Written documents produced by the Association shall only be valid provided they have been signed by the chairman and the keeper of the minutes, and those relating to financial matters shall only be valid provided they have been signed by the chairman and the treasurer. Legal transactions between Management Committee members and the Association shall only be valid provided they have been approved by the General Meeting.
(2) Contractual authorisations to represent the Association externally or to sign on its behalf may exclusively be granted by the officials specified under para. 1.
(3) In cases of imminent danger, the chairman shall be authorised to take action independently under his own responsibility, even in relation to matters which fall within the sphere of activity of the General Meeting or the Management Committee; however, he must seek the subsequent approval of the competent executive body of the Association.
(4) The chairman shall chair both the General Meeting and the Management Committee.
(5) The keeper of the minutes shall support the chairman during the undertaking of the transactions of the Association. He shall be responsible for recording the minutes of the General Meeting and the Management Committee.
(6) The Treasurer shall be responsible for the proper management of the Associationds funds.
(7) In their absence, the chairman, keeper of the minutes and treasurer shall be replaced by their respective deputies.

§14 The Secretariat

(1) The Management Committee may set up a Secretariat, which shall be managed by a Secretary-General, to undertake the day-to-day transactions of the Association.
(2) The Secretariat shall be located at the registered offices of the Association (§1 para. 2) or at another location designated by the Management Committee.
(3) The Management Committee shall be responsible for the appointment resp. dismissal of the Secretary-General, the allocation of areas of duty to him and the agreement of the remuneration which he is to receive for his activity.
(4) The Secretary-General and other employees of the Association may not be elected as Management Committee members or Auditors.

§15 The Auditors

(1) The two auditors shall be elected by the General Meeting for a period of two years. They shall be eligible for re-election.
(2) The Auditors shall be responsible for ongoing monitoring of business and for auditing the annual accounts. They shall be required to report to the General Meeting on the results of the audit.
(3) The provisions of §11 paras. 9 to 12 and §13 para. 1 final sentence shall moreover apply accordingly to the auditors.

§16 The Arbitral Tribunal

(1) The internal Arbitral Tribunal of the Association shall be responsible for mediation of all disputes arising from the Association relationship.
(2) The Arbitral Tribunal shall comprise three ordinary Association members. It shall be set up in that one party to the dispute shall designate to the Management Committee in writing one member to act as arbitrator. In response to a request by the Management Committee within seven days, the other party to the dispute shall in turn designate a member of the Arbitral Tribunal within 14 days. Following agreement by the Management Committee within seven days, the designated arbitrators shall elect a third ordinary member as the chairman of the Arbitral Tribunal, within a further 14 days. In the event of a tie, lots shall be drawn amongst those proposed.
(3) The Arbitral Tribunal shall make its decision in the presence of all of its members, by a simple majority of votes cast. They shall make a decision to the best of their ability and belief. Its decisions shall be final within the Association.

§17 Winding up the Association

(1) A resolution to voluntarily wind up the Association may only be taken during an extraordinary General Meeting convened for this purpose and only subject to a two-thirds majority of the valid votes cast.
(2) Insofar as the Association has assets, this General Meeting has to resolve the liquidation of the Association. It must in particular appoint a liquidator and pass a resolution on the subject of to whom he is to transfer the Association assets which remain after the liabilities have been covered. Insofar as it is possible and permissible, these assets should accrue to an organisation which pursues the same or similar aims as this Association. Any Association assets available in the event that the Association is wound up may not benefit Association members in any manner whatsoever, but must be used fully and exclusively for non-profit-making purposes.
(3) The last Association Management Committee must declare the voluntary winding up to the competent security administration within four weeks of the resolution. It shall also be obliged to publish this voluntary winding up in an official gazette within the same period.