Commission Implementing Decision of 12 December 2014 on setting up the Joint Institute for Very Long Baseline Interferometry as a European Research Infrastructure Consortium (JIV-ERIC) (2014/923/EU)

CHAPTER 5 U.K. GOVERNANCE

Article 11 U.K. Governance and Management

The governance structure of JIV-ERIC shall comprise the following organs:

(a)

the Council;

(b)

the Executive Director.

Article 12 U.K. Council

1. The Council shall be the governing body of JIV-ERIC and shall be composed of representatives of the Members and Observers of JIV-ERIC. Each Member shall have one vote. Each Member shall nominate one voting representative. Each delegation of Members and Observers may consist of up to two persons of whom at least one shall have relevant scientific expertise for JIV-ERIC (as referred to in Articles 9(2) and 10(2)). The hosting institute shall be represented within the delegation of the Hosting Member.

2. The Council shall provide standing invitations for bodies or representatives of the EVN and the participating research institutes (as referred to in Article 8(1)) and where the Council decides it is relevant.

3. The Council shall adopt Rules of Procedure within such time as is reasonably practical after JIV-ERIC is established, including the Rules of Procedure as referred to in Articles 23(1), 25(1) and 26(1).

4. The Council shall meet at least once a year, and shall be responsible in accordance with the provisions of these Statutes for the overall direction and supervision of JIV-ERIC.

5. The Council shall aim for scientific excellence of the VLBI infrastructure as well as the consistency, coherence and stability of the services of the relevant research institutes providing resources to JIV-ERIC.

6. The Council shall at least have the authority to:

(a) decide on the strategies for the development of JIV-ERIC;

(b) adopt the annual work programme as proposed by the Executive Director that includes the annual budget, with the appropriations for the JIV-ERIC Coordination and Support Office and common services, and an outline for the longer term strategy;

(c) decide at least every five years the contribution of the Members and the Observers, following the principles for calculating as set out in Annex 2;

(d) adopt the annual report of JIV-ERIC, and approve the audited financial accounts;

(e) decide on the accession of a new Member or Observer;

(f) decide on the termination of a Membership or an Observer status;

(g) decide on proposals for amendments to the Statutes;

(h) appoint, suspend and dismiss the Executive Director;

(i) establish Subsidiary Bodies;

(j) describe the mandate and specific activities of the Executive Director and provide guidelines for the Executive Director to conclude a Collaboration Agreement as referred to in Article 8(3).

7. The Council shall be convened by the Chair with at least four weeks' notice, and the agenda shall be circulated at least fourteen days before the meeting. Members shall have the right to suggest matters for the agenda up to five days before the meeting. A meeting of the Council may be requested by at least 50 % of the Members.

8. The Council shall elect a Chair by 75 % majority of the votes. The Chair shall be elected for a two year term, renewable once.

9. The Council shall elect a Vice Chair by 75 % majority of the votes. The Vice Chair shall substitute the Chair in his/her absence and in case of conflict of interest. The Vice Chair shall be elected for a two year term, renewable once.

Article 13 U.K. Decision making of the Council

1. The Council shall not deliberate and decide validly unless a quorum of two-third of the Members is represented and present at the meeting.

2. On all decisions the Council shall use their best efforts to achieve consensus.

3. Failing consensus a simple majority of the votes cast shall be sufficient to pass a decision, except for decisions as mentioned in the Articles 12(8), 12(9), 13(4) and 13(5).

4. Decisions which require a majority of at least two-third of the votes cast, are decisions to:

(a) adopt or change the strategies for development of JIV-ERIC;

(b) terminate a Membership or Observer status;

(c) appoint, suspend or dismiss the Executive Director;

(d) establish Subsidiary Bodies;

(e) adopt or change Rules of Procedures;

(f) adopt and amend the annual work programme and annual budget.

5. Decisions which require unanimity of all JIV-ERIC Members present are decisions to:

(a) submit a proposal to the Commission to amend the Statutes;

(b) adopt and amend the principles for calculating the contribution as referred to in Annex 2;

(c) decide on the contributions to be paid by the Members and Observers;

(d) terminate JIV-ERIC.

6. Decisions referred to in Articles 13(4) and 13(5) may be taken only if all Members are informed on the proposed decisions at least two weeks in advance of the meeting. Amendments to the Statutes and to Annex 2, as referred to in Article 13(5)(a) and (b), may be taken only if all Members are informed of the exact wording of the amendment at least two months in advance of the meeting.

7. Any amendment of the Statutes shall be subject to the provisions laid down in Article 11 of Regulation (EC) No 723/2009.

Article 14 U.K. Executive Director

1. The Council shall appoint the Executive Director of JIV-ERIC for a term of five years, renewable. The Executive Director of JIV-ERIC shall be in charge of the scientific development of JIV-ERIC. The Executive Director shall be responsible for the implementation of the decisions of the Council and the day-to-day management of all operational activities of JIV-ERIC, including the Coordination and Support office activities and the development of the correlator.

2. The Executive Director shall be the legal representative of JIV-ERIC.

3. The Executive Director shall develop and submit for adoption by the Council the annual work programme as referred to in Article 12(6)(b).

4. Once the annual work programme is adopted by the Council, the Executive Director shall be in charge of the execution of the annual work programme, as referred to in Article 12(6)(b).

5. The Executive Director may establish a committee(s) to assist him/her in the implementation of the activities of JIV-ERIC.

Article 15 U.K. JIV-ERIC Coordination and Support Office

JIV-ERIC Coordination and Support Office shall be the central management office for the daily operations of JIV-ERIC. It supports the day-to-day management of JIV-ERIC, including assistance to the Council. It shall be set up and managed by the Executive Director.