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Multilingual Europe Technology Alliance

Statutes

Excerpt of the META-TRUST Statutes

SECOND PART – PURPOSE – DURATION

Art. 3 – Purpose

(1) META-TRUST is established for the purpose of being the legal person of the network of excellence META-NET and the Multilingual Europe Technology Alliance (META).

(2) The main objectives of META-NET are to establish META as an open alliance of all stakeholders and to foster a multilingual European information society in which Language Technologies enable communication and cooperation across languages, secure users of any language equal access to information and knowledge, and build upon as well as advance functionalities of networked information and communication technology.

(3) The community of European language technology researchers, to a large part assembled in META-NET, delegates persons as members of META-TRUST who, by their long standing work and reputation, stand surety for being neutral procurators of the public interest.

(4) META-TRUST sees itself as acting in line with all of META's and META-NET's goals, objectives and activities. In a general sense, META-TRUST wants to be a trustee of the community behind META and META-NET.

(5) The following is a non-exhaustive list of activities through which META-TRUST is meant to achieve the objectives described above:

  • META-TRUST will encourage academic and commercial research organisations to make available language resources, especially via META-SHARE, an open resource exchange infrastructure built and advocated by META-NET. The role of META-TRUST will be that of a neutral trustee, warranting an execution of rights free from vested interests and entirely oriented towards the public weal. META-TRUST will provide support to the named organisations, also financially, if and as far as that appears reasonable and serves META-TRUST's purpose.
  • META-TRUST will act as the formal copyright holder of software created by the META-NET network of excellence and the META community, where and to the extent these want META-TRUST to do so.
  • As far as it serves its purpose and resources allow, META-TRUST will support, enable and promote research and innovation activities in the language technology area. This is not limited to these parts of the research community already participating in META-NET or META.

(6) In order to reach its goals, META-TRUST can draw on the full range of means of the legal person it is. This means, inter alia:

  • META-TRUST can enter into contracts or agreements of any kind.
  • META-TRUST can have rights and obligations transferred to it by natural or legal persons as well as institutions and other entities.
  • META-TRUST can safeguard rights transferred to it by seeking enforcement of these rights. It can also do this on behalf of others, if they wish so.
  • As far as rights are vested in META-TRUST, it can act as licensor for public licenses on behalf of the initial rights holders.
  • META-TRUST can issue and answer tenders for all kinds of projects that are related to language resources, language technologies and related topics.

As far as it receives capacity to do so, META-TRUST can act on behalf of META or META-NET as a partner in projects, so that these can jointly participate and be represented in research activities and other initiatives.

Art. 4 – Term

The term is not limited. The Organisation can be liquidated at any time.

THIRD PART – MEMBERSHIP

Art. 5 – Principles and commencement of membership

(1) The Organisation consists of at least five members. All members must be natural persons.

(2) New members can be admitted on application. Applications are decided on by the steering committee.

Art. 6 – Rights and obligations of the members – contributions

(1) Each member has the right to be heard and the right of petition before all bodies of and at all events and assemblies held by the Organisation. In particular, he or she can demand that decisions on certain topics be made by the competent body. Even without such demand, a member's decision to elect persons for the steering committee has to be called in time for the steering committee's end of term.

(2) Members’ decisions are made in an electronic circulation procedure. Such procedure is started by a respective call sent out electronically by the steering committee to the addresses that members have to provide on entry and have to keep up-to-date. The procedure concludes as soon as all members have voted, but no longer than one month after it was started. Art. 9 Par. 1 applies accordingly.

(3) The members are not obliged to pay personal contributions. Nevertheless they shall strive to attract donations from third parties sufficient to make META-TRUST sustainable.

Art. 7 – End of membership – exclusion

(1) Membership ends on cancellation, death or exclusion.

(2) Cancellation is possible at any time and is executed by giving proper notice to the steering committee.

(3) Exclusion is possible in the case of personal conduct that grossly puts at risk the Organisation and/or is directed against it purpose. (4) Exclusions are decided upon by unanimous vote of the steering committee after it allowed the member at least two weeks to explain matters.

FOURTH PART – STEERING COMMITTEE

Art. 8 – Election and Office of the Steering Committee

(1) The steering committee is the decision-making body of the Organisation and consists of the president, three vice presidents and the treasurer (subsequently “steerers”) who must be members of the Organisation.

(2) The president and at least two other steerers must not be advisors in the meaning of Art. 10 Par. 1 at the same time.

(3) The term of office of the steering committee is two years.

(4) Steerers are individually nominated, elected and recalled by the members of the Organisation. The voidness following Art. 10 Par. 1 applies if an election would contravene Par. 2 above.

(5) A steerer is recalled by the members by electing another person to replace him or her. In case of a steerer resigning or leaving the Organisation, the remaining steerers fulfil his or her tasks in a commissarial capacity until a replacement steerer is elected or the term ends, whichever the earlier. If two of the remaining steerers are at the same time advisors, one of them must abstain from voting until the steering committee is complete again.

(6) The steerers officiate in a purely honorary capacity, meaning that they receive neither salaries nor allowanccs. Nevertheless, they can be reimbursed for expenses.

(7) The steering committee decides in particular on:

  1. the acceptance of new members;
  2. exclusions form the Organisation unanimously;
  3. the details of the budget of the Organisation, Art. 13 Par 2. to be observed;
  4. which vice president is to externally co-represent the Organisation;
  5. amendments of the statutes with two thirds of the steerers’ votes;
  6. the liquidation of the organization unanimously

as well as all other matters of the Organisation not assigned to the members or the advisory committee. It can devise standard policies on recurring matters. Amendments of the statutes must be registered with a notary.

Art. 9 – Decision making procedure of the steering committee

(1) Where the statutes don't command otherwise, the steering committee decides on demand of at least one member or steerer with majority of votes cast. Steerers have one vote each. In case of a tie of votes, the president's vote decides. If the president abstains, a tie constitutes a rejection of the notion. Steerers who can be directly affected in their legal position are excluded from voting on the respective matter. Art. 8 Par. 5 third sentence must be observed.

(2) The decisions of the steering committee are reached either in assemblies or in an electronic circulation procedure as described in Art. 6 Par. 2.

(3) Assemblies of the steering committee must be called not less than one month in advance if at least one steerer demands so, the call giving a tentative agenda of the coming assembly. Assemblies are quorate if they were duly called. They are chaired by the president. In case of personal incapability of the president, the participants appoint another steerer as chair. Assemblies can also be held via video conferencing or other real-time means of telecommunication.

(4) Minutes on paper or in permanent electronic form must be taken and kept of assemblies and other dealings of the steering committee related to the Organisation, as well as on the results of votings. They must be signed or otherwise authorised by the chairperson or another steerer and subsequently be made available to all members at least according to the procès-verbaux (PV).

FIFTH PART – ADVISORY COMMITTEE

Art. 10 – Office and authority of the advisory committee

(1) The advisory committee is the directional body of the Organisation and provides a permanent nexus to META and META-NET as well as to the wider community of European language technology researchers. It consists of natural persons (subsequently “advisors”). They can at the same time be members and/or steerers of the organisation, but Art. 8 Par. 1 applies so that any additional election of an advisor into the steering committee is void.

(2) The advisors officiate in a purely honorary capacity, meaning that they receive neither salaries nor allowances. Nevertheless, they can be reimbursed for expenses.

(3) The advisory committee has the authority:

  1. to reject the budget plan of the organisation, in which case the plan has to be revised until the advisory committee approves, Art. 16 Par. 3 to be observed; and
  2. to interpose a suspensory veto against any decision made by the steering committee, in which case the matter in question has to be revised and the decision reiterated. If the decision is hereby confirmed, there is no second veto.

Art. 11 – Synchronisation with META-NET

(1) While the META-NET statutes are in force as a mutual agreement or as bylaws, the advisory committee is identical to the META-NET Executive Board.

(2) Otherwise, the advisory committee is vacant and its authorities suspended. If this is the case, the authority in Art. 10 Par. 3 No. 1 lies with the steering committee, which can only unanimously execute it.

Art. 12 – Decision-making procedure of the advisory committee

(1) The advisory committee decides on demand of at least one member, steerer or advisor with majority of votes cast. Advisors have one vote each. In case of a tie of votes, this constitutes a rejection of the notion. Advisors who can be directly affected in their legal position are excluded from voting on the respective matter.

(2) The decisions of the advisory committee are reached either in assemblies or in an electronic circulation procedure as described in Art. 6 Par. 2.

(3) Assemblies of the advisory committee must be called by the president not less than one month in advance if at least one advisor demands so, the call giving a tentative agenda of the coming assembly. Assemblies are quorate if they were duly called. They are chaired by the president. In case of personal incapability of the president, the participants appoint a participating advisor as chair. Assemblies can also be held via video conferencing or other real-time means of telecommunication.

(4) Art. 9 Par. 4 applies mutatis mutandis.

SIXTH PART – EXTERNAL PROCURATION – LIABILITY

Art. 13 - External representation

(1) In court and otherwise, the Organisation is jointly represented by the president and a vice president, the latter appointed so by the steering committee.

(2) To execute transactions that have a value in excess of 25.000 € the representatives must seek prior approval of the steering committee.

Art. 14 – Personal liability

As long as they do not go beyond what the law and statutes entitle them to, neither members nor steerers are personally liable for conduct of the Organisation.

SEVENTH PART – BUDGET AND ANNUAL STATEMENT

Art. 15 – Accounting year – annual statement

(1) The accounting year of the Organisation is the calendar year.

(2) Each year the steering committee shall present the annual statement of accounts of the ending fiscal year and the budget for the next fiscal year, for approval to the general executive/managerial body, in casu the advisory committee, in conformity with article 53, § 1 of the “V&S” law.

(3) Upon approval of the annual accounts and the budget the advisory committee pronounces and decides on the acquittal of the steerers and the commissioner(s).

(4) The steering committee shall make sure the annual statement of accounts is deposited at the Clerk of the Court’s Office of the Court of Commerce where the file of association of the association is kept, or if required by law, at the National Bank of Belgium, within thirty days following the approval.

Art. 16 – Budgeting

(1) The Organisation's budget must be planned and administered in adherence to the principles of diligent accountancy and targeted at austerity. This can also be done electronically.

(2) The steering committee shall no later than September of each year draft a budget plan for the following year. This plan must be presented to the advisory committee at the beginning of January the latest.

(3) If the advisory committee rejects the plan, operations continue on the basis of a preliminary budget until a revised plan is approved by the advisory committee. The preliminary budget allows for maximum monthly expenses of 1/12th of the last approved budget plan.

Art. 17 – Charitable purpose

(1) No member of the Organisation can directly receive funds or other allowances from the Organisation's assets, except reimbursements of expenses.

(2) Any budget surplus, whether from donations or other sources, must be used to promote the purpose of the Organisation as laid down in Art. 3.

EIGHT PART – LIQUIDATION

Art. 18 – Liquidation

In a decision to liquidate the Organisation the steering committee also appoints a liquidator and determines his or her authorities.

Art. 19 – Accrual of assets

In case of liquidation, the intellectual property rights previously transferred to the Organisation are transferred back to the previous rights holder or the respective successor. The remaining assets of the Organisation go to a charitable entity having purposes as similar as possible. If the steering committee has not decided on this, the decision is made by the competent court of law.

NINETH PART – GENERAL PROVISIONS

Art. 20

These statutes exist in both the English and Dutch languages. In the event of any differences in interpretation, the English text shall prevail.

Art. 21

Anything not provided for in the current statutes will be regulated in accordance with the provisions of the ‘V&S’-law. Litigation will be referred to Belgian tribunals.

Please send a message to the Steering Committee in order to request the complete META-TRUST statutes document: steerers@meta-trust.eu