Decision 2012/136 - 2012/136/EU: Commission Decision of 29 February 2012 setting up the Common Language Resources and Technology Infrastructure as a European Research Infrastructure Consortium (CLARIN ERIC) (notified under document C(2012) 1018) - Main contents

EN

Official Journal of the European Union

L 64/13

On 23 September 2011 the Czech Republic, Denmark, Germany, Estonia, the Dutch Language Union, Austria and the Netherlands requested the Commission to set up the Common Language Resources and Technology Infrastructure as a European Research Infrastructure Consortium (hereinafter ‘CLARIN ERIC’).

The Netherlands has provided a declaration recognising CLARIN ERIC as an international body within the meaning of Article 143(1)(g) and Article 151(1)(b) of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax (2) and an international organisation within the meaning of the second indent of Article 23(1) of Council Directive 92/12/EEC of 25 February 1992 on the general arrangements for products subject to excise duty and on the holding, movement and monitoring of such products (3) as of its setting up.

The Commission has, in accordance with Article 5(2) of Regulation (EC) No 723/2009, assessed the application and concluded that it meets the requirements set out in that Regulation.

The measures provided for in this Decision are in accordance with the opinion of the Committee set up under Article 20 of Regulation (EC) No 723/2009,

Name, seat, location and working language

Objectives and activities

Membership and representing entity

Admission of members and observers

Withdrawal of a member or an observer/Termination of membership or observer status

Members

Observers

General Assembly

Scientific Advisory Board

National Coordinators’ Forum

Executive Director

Board of Directors

Standing Committee for CLARIN technical centres

Working Groups

Budgetary principles and accounts

Liability

Reporting to the Commission

Agreements with third parties

Access policies for users

Scientific evaluation policy

Dissemination policy

Intellectual property rights policy

Employment policy, including equal opportunities

Procurement policy and tax exemption

Data policy

Duration

Winding up

Applicable law

Disputes

Availability of statutes

Setting-up provisions

LIST OF MEMBERS AND OBSERVERS

ANNUAL FEE

There shall be a European Research Infrastructure called the ‘Common Language Resources and Technology Infrastructure’, hereinafter referred to as ‘CLARIN’.

CLARIN shall have the legal form of a European Research Infrastructure Consortium (ERIC) incorporated under the provision of Regulation (EC) No 723/2009 and be named ‘CLARIN ERIC’.

CLARIN shall be a distributed research infrastructure located in all CLARIN ERIC member countries, as well as in other countries where CLARIN ERIC has made agreements in accordance with Article 18.

CLARIN ERIC shall have its statutory seat in Utrecht, the Netherlands.

The working language of CLARIN ERIC is English.

The ultimate objective of CLARIN ERIC is to advance research in humanities and social sciences by giving researchers unified access to a platform which integrates language-based resources and advanced tools at a European level. This shall be implemented by the construction and operation of a shared distributed research infrastructure that aims at making language resources, technology and expertise available to the humanities and social sciences research communities at large.

To this end CLARIN ERIC shall undertake and coordinate a variety of activities, including but not limited to:

CLARIN ERIC shall construct and operate CLARIN on a non-economic basis; in order to further promote innovation as well as transfer of knowledge and technology limited economic activities may be carried out as long as they do not jeopardize the main activities.

The following entities may become members of CLARIN ERIC or they may become observers without voting rights:

Conditions for admission of members and observers are specified in Article 4.1 and 4.2 of these statutes.

CLARIN ERIC shall have at least three Member States as members.

Member States shall jointly hold the majority of the voting rights in the General Assembly.

Any member or observer may be represented by one public entity or one private entity with a public service mission, of its own choosing and appointed according to its own rules and procedures.

The current members, observers and their representing entities are listed in Annex 1. The members at the time of submission of the ERIC application shall be referred to as founding members.

The terms for admission of new members are the following:

Entities listed in Article 3.1 who are willing to contribute to CLARIN ERIC, but are not yet in a position to join as members, may apply for observer status. The terms for admission of observers are the following:

Within the first five years of the establishment of CLARIN ERIC no member may withdraw unless the membership has been entered into for a specified shorter period.

After the first five years of the establishment of CLARIN ERIC a member may withdraw at the end of a financial year, following a request 12 months prior to the withdrawal.

Observers may withdraw at the end of a financial year, following a request six months prior to the withdrawal.

Financial and other obligations must be fulfilled before a withdrawal will be accepted.

The General Assembly shall have the power to terminate the membership of a member or the observer status of an observer if the following conditions are met:

The member or observer shall be given opportunity to contest the decision of termination and to present its defence to the General Assembly.

Rights of members shall include:

Each member shall:

Members who have joined CLARIN ERIC reserving the right to withdraw before the end of the first five years of the establishment of CLARIN ERIC shall pay a higher annual fee as specified in Annex 2.

Contributions other than the annual fee to CLARIN ERIC may be provided by members individually or jointly in cooperation with other members, observers or third parties. Such contributions may be made in cash or in kind.

A member shall empower its representing entity or an entity representing the national consortium to carry out the obligations referred to in Article 6.2(a) and (d) to (l). CLARIN ERIC shall enter into a CLARIN Agreement with that entity in order to lay down the conditions and specifications under which the obligation shall be fulfilled or the contribution shall be made.

Rights of observers shall include:

Each observer shall:

Contributions other than the annual fee to CLARIN ERIC may be provided by observers individually or jointly in cooperation with other members, observers or third parties. Such contributions may be made in cash or in kind.

An observer shall empower its representing entity to carry out the obligations referred to in Article 7.2(b) and (c). CLARIN ERIC shall enter into a CLARIN Observer Agreement with that entity in order to lay down the conditions and specifications under which the obligation shall be fulfilled or the contribution shall be made.

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.

The General Assembly shall convene at least once a year, and shall at least:

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.

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.

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.

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.

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.

All decisions shall be passed by simple majority of the votes cast, except decisions to:

Decisions concerning the following shall require two thirds of the votes:

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

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.

Voting shall be conducted by secret ballot if requested by a representative. In case of a tie, the President shall have the casting vote.

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.

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.

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 (1) of CLARIN ERIC. Both the CLARIN ERIC provider and user community shall be represented in the Scientific Advisory Board.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

The term for the Board members shall be three years, with a possibility of one more term, to be decided by the General Assembly.

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.

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.

The Executive Director shall be the Chair of the Board of Directors.

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.

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.

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.

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.

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.

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.

The financial year of CLARIN ERIC shall begin on 1 January and shall end on 31 December of each year.

All items of revenue and expenditure of CLARIN ERIC shall be included in estimates to be drawn up for each financial year and shall be shown in the annual budget. The annual budget shall be in compliance with the principles of transparency.

The accounts of CLARIN ERIC shall be accompanied by a report on budgetary and financial management of the financial year.

CLARIN ERIC shall be subject to the requirements of the applicable law as regards preparation, filing, auditing and publication of accounts.

CLARIN ERIC shall ensure that the appropriations are used in accordance with the principles of sound financial management.

CLARIN ERIC shall record the costs and revenues of its economic activities separately.

CLARIN ERIC shall be liable for its debts.

The members are not jointly liable for the debts of CLARIN ERIC.

The members’ financial liability towards CLARIN ERIC’s debts shall be limited to each individual member’s annual contribution as specified in Annex 2.

CLARIN ERIC shall take appropriate insurance to cover the risks specific to the construction and operation of CLARIN.

CLARIN ERIC shall produce an annual activity report, containing in particular the scientific, operational and financial aspects of its activities. The report shall be approved by the General Assembly and transmitted to the Commission and relevant public authorities within six months from the end of the corresponding financial year. This report shall be made publicly available.

CLARIN ERIC shall inform the Commission of any circumstances which threaten to seriously jeopardise the achievement of CLARIN ERIC tasks or hinder CLARIN ERIC from fulfilling requirements laid down in Regulation (EC) No 723/2009.

In cases where CLARIN ERIC deems it beneficial, it may enter into agreement with third parties, such as e.g. individual institutions, regions and non-member countries.

If institutions from non-member countries or other parties as described in Article 18.1 wish to contribute to CLARIN ERIC with expertise, services, language resources and technology, CLARIN ERIC may enter into an agreement with such parties. The agreement shall specify a certain service/contribution which the party will make, and specify access rights, subscription fee and other conditions in the light of this contribution. It shall be a prerequisite that the users of CLARIN data, tools and services are part of an authentication and authorisation system.

Where access for researchers in CLARIN member countries is concerned, data, tools and services offered by CLARIN ERIC shall be open to all employees and students in research institutions such as universities, research centres, museums and research libraries, according to the authorisation of the content providers and through an authentication approved by CLARIN ERIC.

Where access for researchers in non-member countries is concerned, the research institution shall pay a subscription fee in accordance with the principles laid down in Annex 2, which will give access for all employees and students of the particular institution to CLARIN data, tools and services. It shall be a prerequisite that the users of CLARIN data, tools and services are part of an authentication and authorisation system satisfying CLARIN requirements and approved by CLARIN ERIC.

Access for other institutions, industry and similar types of specific users as well as individual researchers not belonging to an institution may be granted for a fee. It shall be a prerequisite that the users of CLARIN data, tools and services are part of an authentication and authorisation system satisfying CLARIN requirements and approved by CLARIN ERIC.

Access for the general public shall be granted unless the services or resources are constrained by licensing conditions imposed by the owners. Access to metadata and to open source and open access resources shall be granted.

Even if access is granted according to Article 19.1 to 19.4, some services and resources may be available against a fee if required by the owner.

CLARIN ERIC shall be a facilitator of research and shall as a general rule encourage as free access as possible to research data. Irrespective of this principle CLARIN ERIC shall promote high quality research and shall support a culture of ‘best practice’ through training activities.

If access to CLARIN research data or tools has to be restricted for capacity reasons, and a selection of projects has to be made, the scientific excellence of project proposals shall be judged in peer reviews by independent experts, and the criteria and procedures shall be decided by the General Assembly, with advice from the Scientific Advisory Board. Such criteria shall also take into account that a certain amount of the capacity should be reserved for totally new ideas that may not yet have reached full maturity or widely recognized scientific excellence. The peers shall be selected by the Board of Directors in accordance with the evaluation policy.

Evaluation of CLARIN ERIC and its results shall be the task of the Scientific Board according to Article 9.4.

CLARIN ERIC shall promote CLARIN and encourage researchers to embark on new and innovative projects and to use CLARIN in their higher education.

CLARIN ERIC shall generally encourage researchers to make their research results publicly available and shall request researchers of member countries to make results available through CLARIN.

The dissemination policy shall describe the various target groups, and CLARIN shall use several channels to reach the target audiences, such as web portal, newsletter, workshops, presence in conferences, articles in magazines and daily newspapers.

Intellectual property rights of results created by CLARIN ERIC shall belong to CLARIN ERIC and shall be managed by the Board of Directors.

Generally Open Source and Open Access principles shall be favoured.

CLARIN ERIC shall provide guidance (including via website) to researchers to ensure that research undertaken using material made accessible through CLARIN ERIC shall be undertaken within a framework that recognizes the rights of data owners and privacy of individuals.

CLARIN ERIC shall ensure that users agree to the terms and conditions governing access and that suitable security arrangements are in place regarding internal storage and handling.

CLARIN ERIC shall have in place well defined arrangements for investigating allegations of security breaches and confidentiality disclosures regarding research data.

CLARIN ERIC shall be an equal opportunity employer. Employment contracts shall follow the national laws of the country in which the staff is employed.

For each task CLARIN ERIC shall select the best candidate, regardless of background, nationality, religion or gender.

CLARIN ERIC shall treat procurement candidates and tenderers equally and in a non-discriminatory way, independent of whether or not they are based in the Union. The CLARIN ERIC procurement policy shall respect the principles of transparency, non-discrimination and competition. Since CLARIN is a distributed facility, procurement shall be done partly by the individual members, following their national public procurement regulations and procedures and partly by CLARIN ERIC itself.

The Board of Directors shall be responsible for all CLARIN ERIC procurement. All tenders shall be publicised effectively on the CLARIN ERIC website and in the members’ and observers’ territories. For procurement amounts higher than EUR 200 000 CLARIN ERIC shall follow the principles of the EU Public Procurement Directives and subsequent applicable national legislation. The decision to award procurement shall be publicised and include a full justification. The General Assembly shall adopt Implementing Rules defining all necessary details on exact procurement procedures and criteria.

Procurement by members and observers concerning CLARIN activities shall be done in such a way that due consideration is given to CLARIN ERIC needs, technical requirements and specifications issued by the relevant bodies.

Tax exemptions based on Article 143(1)(g) and Article 151(1)(b) of Council Directive 2006/112/EC (2) and in accordance with Articles 50 and 51 of Council Implementing Regulation (EU) No 282/2011 (3) shall be limited to the value added tax for such goods and services which are for official use by CLARIN ERIC, exceed the value of EUR 250, and are wholly paid and procured by CLARIN ERIC. Procurement by individual members shall not benefit from these exemptions. No further limits shall apply.

Generally Open Source and Open Access principles shall be favoured by CLARIN ERIC, but existing licences shall be respected.

CLARIN ERIC shall make all language resources and tools publicly visible by means of core metadata descriptions.

CLARIN ERIC shall exist for an indefinite period of time.

The winding up of CLARIN ERIC shall follow a decision of the General Assembly in accordance with Article 8.2 and 8.8.

Without undue delay and in any event within 10 days after adoption of the decision to wind up CLARIN ERIC, CLARIN ERIC shall notify the European Commission about the decision.

Assets remaining after payment of CLARIN ERIC debts shall be apportioned among the members in proportion to their accumulated annual contribution to CLARIN ERIC as specified in Annex 2. In accordance with Article 16.3 liabilities remaining after including the CLARIN ERIC assets shall be apportioned among the members in proportion to their annual contribution to CLARIN ERIC as specified in Annex 2.

Without undue delay and in any event within 10 days of the closure of the winding up procedure, CLARIN ERIC shall notify the Commission thereof.

CLARIN ERIC shall cease to exist on the day on which the European Commission publishes the appropriate notice in the Official Journal of the European Union.

CLARIN ERIC shall be governed, by precedence:

The Court of Justice of the European Union shall have jurisdiction over litigation among the members in relation to CLARIN ERIC, between members and CLARIN ERIC and over any litigation to which the Union is a party.

Union legislation on jurisdiction shall apply to disputes between CLARIN ERIC and third parties. In cases not covered by Union legislation, the law of the Netherlands shall determine the competent jurisdiction for the resolution of such disputes.

At any point in time the valid version of the statutes shall be publicly available at the CLARIN ERIC website and at the statutory seat.

A constitutional meeting of the General Assembly shall be called by the host country as soon as possible but no later than 45 calendar days after the Commission decision to set up CLARIN ERIC takes effect.

The host country shall notify the founding members of any specific urgent legal action that needs to be taken on behalf of CLARIN ERIC before the constitutional meeting is held. Unless a founding member objects within 5 working days after being notified, the legal action shall be carried out by a person duly authorised by the host state.

the initial target budget is EUR 1 000 000 per year, based on an estimated participation by 2/3 of the 26 countries represented in the CLARIN Preparatory Phase consortium; if more members join, the General Assembly may decide to lower the contributions or to increase the level of activity;

the contribution for year 1 by The Netherlands, as the host country, is EUR 250 000;

the maximal contribution by other members for year 1 is EUR 200 000;

the minimal contribution by members for year 1 is EUR 11 800;

the contribution for each member shall be fixed for five years, with an annual increase of 2 % in order to compensate for inflation and increase of costs. The exact amount for each member is laid down in the table below;

members joining in later years shall pay the indexed contribution fixed for that year;

observers shall pay the minimal indexed membership contribution as specified in the table below;

individual institutions in non member countries shall pay the minimal indexed contribution as specified in the table below;

the contribution by the Dutch Language Union shall be EUR 28 600, which is based on the Flemish share in the Union gross domestic product (resulting in EUR 23 600), plus an additional amount of EUR 5 000, as the specific contribution by the Dutch Language Union (as an international organisation);

the contribution for entities joining in the course of a year shall be proportional to the number of remaining months in that year, starting on the first day of the month of joining;

contributions shall be based on the country’s GDP in 2010 as a percentage of the Union gross domestic product in that year (based on EUROSTAT), according to the following formula: