TERENA Statutes

Statutes of the TERENA Association as amended in the General Assemly meeting of 21 October, 2004.

NAME

Article 1.

The name of the Association is: Trans-European Research and Education Networking Association, abbreviated as TERENA.

REGISTERED ADDRESS

Article 2.

The Registered Office of TERENA shall be in Amsterdam; it may establish its actual place of business elsewhere and may also have branch establishments or offices elsewhere.

OBJECTIVES

Article 3.

The objectives of TERENA are to promote and participate in the development of a high-quality international information and telecommunications infrastructure for the benefit of research and education. It will take whatever steps are required to accomplish that this infrastructure is based on open standards and uses the most advanced technology available.
TERENA may negotiate and secure rights in the name of its members but has no authority to undertake obligations or liabilities in their name, unless so instructed by an explicit authorisation from the members concerned.
Generating profits for the purpose of distributing the same among the members shall not be permitted.
The activities of TERENA shall be mainly focused on Europe.
The language of communication within TERENA shall be the English language. The Dutch text of these Statutes is the only official text of these Statutes.

MEMBERS

Article 4.

The Association shall comprise National and International members.
The Association also allows Associate Members with no voting rights.
Any reference made to members in these Statutes shall be deemed to include all members referred to above, unless expressly stated to the contrary.
The Association also allows Permanent Observers, who are not members and do not have voting rights.

NATIONAL MEMBERS

Article 5.

Admission as a National Member shall be open to corporate bodies only, on the understanding that the General Assembly may decide to open the membership of TERENA in respect of a particular country to a private individual if, in the opinion of the General Assembly, no sufficiently representative corporate body exists in that country. To qualify for membership - to be determined at the sole discretion of the General Assembly - a member must be closely associated with the provision of an infrastructure as defined in Article 3, paragraph 1.
Membership may be given solely to corporate bodies (or private individuals) from those countries which are member countries of the International Telecommunications Union in Geneva, Switzerland.
Only one National Member per country shall be admitted.

INTERNATIONAL MEMBERS

Article 6.

Admission as an International Member of TERENA may be given only to international organisations founded by governments or organisations in the public sector, which - at the sole discretion of the General Assembly - are closely associated with the use, co-ordination or provision of an infrastructure as defined in Article 3, paragraph 1.

ASSOCIATE MEMBERS AND PERMANENT OBSERVERS

Article 7.

Associate membership of TERENA may be given to corporate bodies or private individuals if, at the sole discretion of the General Assembly, TERENA has a strong interest in their admission.
Permanent Observer status may be given to corporate bodies or private individuals if, at the sole discretion of the General Assembly, TERENA has a strong interest in their involvement.
The European Commission of the European Union, based in Brussels, is and remains a Permanent Observer by virtue of these Statutes.

ADMISSION

Article 8.

Only the General Assembly is authorised to admit members, be it as National Member, International Member, or Associate Member.The same shall apply to admission of Permanent Observers.
The TERENA Executive Committee shall maintain a register of all members and of Permanent Observers. The TERENA Executive Committee shall also record in the register the person who has been appointed by a National or International member as representative or as substitute representative, and the personappointed as observer or substitute observer by an Associate Member, and the person appointed by a Permanent Observer as observer or substitute observer. The register shall also contain the address, fax or telex number and electronic mail addresses supplied by the representative or observer, to which notices and other communications are to be sent.

TERMINATION OF MEMBERSHIP

Article 9.

Membership shall terminate:

upon the member ceasing to exist pursuant to the Laws of its country of incorporation or, the member being a private individual, upon death;
upon the resignation of a member;
upon notice of termination given by TERENA. Such notice may be given if the country of a member, as defined in article 5, has ceased to exist, if a member fails to fulfil their statutory obligations towards TERENA, or if TERENA, in the opinion of the General Assembly, cannot reasonably be expected to allow the membership to continue;
by expulsion, which shall only be applied if a member acts in violation of these Statutes or of any regulation or resolution of TERENA, or unreasonably prejudices the interests of TERENA.
Termination of membership by TERENA, and expulsion of a member, shall be by the decision of the General Assembly, two thirds of the votes cast being required for expulsion.
Resignation of membership shall be in writing and can have immediate effect.
If membership is terminated in the course of a financial year the member concerned shall nonetheless be required to pay the full annual membership fee due for that year.
The General Assembly is always entitled, without prejudice to Article 7 paragraph 3, to discontinue the admission of a Permanent Observer.

ANNUAL MEMBERSHIP FEES

Article 10.

Members shall be required to pay an annual membership fee to be determined by the General Assembly.
Members may be divided into categories each of which will pay a different membership fee.

GENERAL ASSEMBLY

Article 11.

The National and International Members of TERENA shall constitute the General Assembly.
All powers not vested by these Statutes in any other body of TERENA shall rest with the General Assembly.
The General Assembly may not transfer to any other body its power of decision:
- to adopt the budget and the annual accounts;
- to determine and to alter the annual membership fees;
- to appoint, suspend or dismiss the President, the Vice President(s), the Treasurer and the other members of the TERENA Executive Committee;
- to admit members, to give notice of termination of membership, to expel members, and to give notice of termination of Permanent Observer status;
- to amend these Statutes;
- to wind-up the Association;
- to determine and amend the number of votes per member.

TERENA EXECUTIVE COMMITTEE

Article 12.

The TERENA Executive Committee shall be charged with the management and administration of the Association. The TERENA Executive Committee shall comprise the President, the Vice-President(s) and the Treasurer and such other members as the General Assembly may add to it. Only private individuals may be appointed as members of the TERENA Executive Committee. The General Assembly may also appoint members of the TERENA Executive Committee who are neither a member of TERENA nor a representative or an observer thereof. The members of the TERENA Executive Committee shall be appointed per function. If there is more than one Vice-President, their functions shall be further specified. Appointments of members of the TERENA Executive Committee shall be made by the General Assembly in an Annual Meeting for a term of three years. In this context a year means the period between two consecutive Annual Meetings. However, a member of the TERENA Executive Committee who, to fill an intermediate vacancy, is appointed before the end of the term for which his predecessor had been appointed, shall be appointed for a term ending at the date at which the term of his predecessor would have ended. The members of the TERENA Executive Committee shall resign according to a schedule to be drawn up by the TERENA Executive Committee. A member of the TERENA Executive Committee resigning according to the schedule shall be immediately eligible for re-appointment at the end of the term for which he was appointed. Notwithstanding the aforementioned stipulations, the maximum uninterrupted period of membership of the TERENA Executive Committee is limited to six years, irrespective of a change in the function that the member of the TERENA Executive Committee holds. For the calculation of the maximum uninterrupted period of membership, the period during which a member of the TERENA Executive Committee was appointed to fill an intermediate vacancy shall not be taken into account if he was not yet a member of the TERENA Executive Committee at the time of that appointment, or in the period of membership preceding it. A former member of the TERENA Executive Committee shall again be eligible for appointment after a period of three years has passed after the end of his last period of membership.
TERENA shall be represented by the TERENA Executive Committee or by two persons acting jointly, these being the President with a Vice-President, the President with the Treasurer, or the Treasurer with a Vice-President.
The TERENA Executive Committee shall require the approval of the General Assembly for the appointment of the Secretary General of the Secretariat, as defined in article 13, for agreements to be entered into for the purchase, sale or encumbrance of property with a registered title, and for agreements whereby TERENA is to act as guarantor, or jointly and severally liable co-debtor, or whereby TERENA is to issue a guarantee for a third party or to assume liability for the debt of a third party.
The absence of the said approval may be invoked upon third parties.

SECRETARIAT

Article 13.

The TERENA Executive Committee is authorised to entrust its day-to-day business to a Secretariat, headed by a Secretary General.

ANNUAL REPORT - ACCOUNTING

Article 14.

The financial year of TERENA shall begin on the first day of January and shall end on the thirty-first day of December.
The Treasurer shall be required to ensure that records of the financial situation of TERENA shall be kept in such a manner asto show at all times its assets and liabilities.
Once in every year at a meeting of the General Assembly within six months from the end of the previous financial year - except when this term is extended by the General Assembly - the Treasurer shall render account of his financial management in the past financial year and submit a balance sheet and a statement of income and expenditure. At the same meeting the President shall submit the Annual Report of the TERENA Executive Committee which shall include a report on the Secretariat.
The General Assembly shall appoint an external auditor for the accounts of the TERENA Executive Committee who shall report his findings to the General Assembly.

MEETINGS OF THE GENERAL ASSEMBLY

Article 15.

An Annual General Meeting of the General Assembly shall be held once every year, and no later than six months after the end of the previous financial year. The business to be dealt with at that Annual Meeting shall include:
1. the Annual Report of the TERENA Executive Committee and the accounts referred to in Article 14, together with the report of the auditor referred to in that Article;
2. the filling of any TERENA Executive Committee vacancies;
Other meetings of the members shall be held as often as the TERENA Executive Committee deems it expedient and moreover within four weeks of receipt of a written request signed by at least such a number of members or representatives as is entitled to cast one-tenth of the votes in the General Assembly. If no meeting has been announced by the TERENA Executive Committee within fourteen days of receipt of such a request, the signatories of the request may themselves call a meeting. The signatories of the request can in that case charge others than the members of the TERENA Executive Committee with chairing the meeting and recording the minutes. Article 19 shall apply mutatis mutandis.

ADMITTANCE AND VOTING RIGHTS

Article 16.

The meetings of the General Assembly shall be open to the National Members being private individuals or their substitute, to the representative of National and International Members or their substitute, the private individuals who are permanent observer, the observer (or their substitute) representing the Permanent Observers, as well as private individuals who are Associate members and the observer (or their substitute) representing the Associate Members whom the General Assembly has granted permanent admittance to the meetings and whose names are registered with the TERENA Executive Committee in accordance with Article 8, paragraph 2, or to such other person, as designated by the relevant representative or their substitute or observer or their substitute in an extraordinary written proxy for this purpose, and notified to the TERENA Executive Committee, no later than the start of the meeting.
Admittance to the meetings of the General Assembly shall also be granted, by invitation of the President, to the observer representing an Associate Member which does not have a permanent right of admittance as per paragraph 1 of this article.
This observer may designate another person by proxy as defined in paragraph 1 of this article.
The members of the TERENA Executive Committee shall also have admittance to the meetings of the General Assembly.
The President shall decide on admittance of any other persons than those referred to in this Article.
Only National and International Members have voting rights. The General Assembly shall determine in its Rules and Regulations the number of votes to be cast per member.
Each member is authorised to cast their vote by written proxy given to another person; no-one may vote on behalf of more than two members.

CHAIRMANSHIP - MINUTES

Article 17.

The meetings of the General Assembly shall be chaired by the President of the TERENA Executive Committee, or a Vice President. If the President and the Vice President(s) are absent, one of the other members of the TERENA Executive Committee, to be designated by that body, shall act as chairman. In the event that the chairmanship is not provided for in this manner, the meeting itself shall appoint its chairman.
Minutes shall be recorded of each meeting.

DECISION-MAKING OF THE GENERAL ASSEMBLY

Article 18.

The chairman's opinion pronounced at a meeting of the General Assembly in regard to the content of a decision taken by the General Assembly, shall be final insofar as a vote is taken on a proposal not recorded in writing. If, however, immediately after the chairman has pronounced his opinion the correctness thereof is disputed, a second vote shall be taken if a majority of the members present at the meeting so request.
Unless these Statutes or the Law provide otherwise, all resolutions of the General Assembly shall be adopted by a majority of the votes cast.
Valid resolutions can only be adopted at a meeting of the General Assembly, if at least fifty per cent of the total number of votes is present or represented at the meeting at which the relevant resolution is subject to a vote.
Blank votes shall be considered not to have been cast and shall not prevent any decision from being adopted unanimously.
In the event that the votes are equally divided on a motion, with the exception of a motion for the appointment of persons, such motion shall be rejected.
All votes shall be taken orally, unless the vote concerns the appointment of the members of the TERENA Executive Committee, or if the chairman considers a secret ballot expedient or if prior to the vote one of the persons entitled to vote requests a secret ballot. A secret ballot shall be taken by means of unsigned and closed ballot papers. Decision-making by acclamation shall always be permitted, unless a person entitled to vote demands a poll.
If all members are present or represented at a meeting of the General Assembly, valid resolutions may be adopted by unanimous vote on all subjects submitted for discussion -including therefore any motion to amend these Statutes or to wind up TERENA-, even though notice of the meeting has not been given or has not been served in the prescribed manner or some other requirement as regards calling and holding of meetings or some related formality has not been fulfilled.
A resolution adopted unanimously and confirmed in writing by all members, even if not convened in a meeting, provided that it is with the prior knowledge of the TERENA Executive Committee, shall have the same validity as a resolution adopted at a meeting of the General Assembly.

NOTICE OF MEETINGS OF THE GENERAL ASSEMBLY

Article 19.

The meetings of the General Assembly shall be called by or on behalf of the President. Notice shall be sent to the addresses, electronic mail addresses or telex/fax numbers as recorded in the register referred to in Article 8, paragraph 2. The term of notice shall be at least thirty days; however, in the event of a proposed amendment of these Statutes or winding-up of TERENA the term of notice shall be doubled.
The subjects to be discussed at the meeting shall be briefly described in the notice.

AMENDMENT OF THE STATUTES

Article 20.

No amendment in the Statutes of TERENA may be introduced except by virtue of a resolution adopted at a meeting of the General Assembly, called by notice announcing that amendment of the Statutes will be proposed at that meeting, this without prejudice to Article 18 paragraphs 7 and 8.
From the day on which notice is given of a meeting of the Ge- neral Assembly to be held for the purpose of taking a resolution to amend the Statutes, until the end of the day on which that meeting is held, a copy of the proposal, containing the amendment verbatim as well as a translation in English, must be lodged at a suitable place where it may be inspected by the National and International Members. Furthermore, a copy as well as a translation as aforesaid shall be sent to all members within fourteen days.
A resolution to amend the Statutes shall require a majority of at least two-thirds of the votes cast.
An amendment of the Statutes shall not take effect until after it has been recorded in an instrument executed under Dutch Law by a Notary. Each member of the TERENA Executive Committee, as well as a person designated for that purpose by the General Assembly in the resolution to amend the Statutes, shall be authorised to cause such a notarial instrument to be executed. Such instrument shall be executed in the Dutch language but as in the case of these Statutes, a certified English translation of the document shall be made available to all members.

REIMBURSEMENT OF EXPENSES

Article 21.

Persons attending meetings of the General Assembly, members of the TERENA Executive Committee or working groups set up by TERENA shall not be entitled to receive remuneration, other than for expenses incurred.

WINDING-UP

Article 22.

TERENA may be wound up by virtue of a resolution of the Gene- ral Assembly. The provisions of Article 18, paragraphs 7 and 8, and paragraphs 1, 2 and 3 of Article 20 shall apply mutatis mutandis.
The credit balance of assets and liabilities available after liquidation shall be distributed amongst those who were mem- bers at the time of adoption of the resolution to wind up TERENA, such distribution to be made pro rata to the total sum of their membership fees paid in the year of winding-up.
In the event of winding-up the General Assembly shall appoint a liquidator.

REGULATIONS

Article 23.

For further elaboration of the Statutes the General Assembly shall draw up Rules and Regulations and may draw up such other Regulations as may be deemed appropriate.
Such regulations may not contravene the Law or the Statutes.

TRANSITIONAL RULES

Article 24.

The current TERENA Executive Committee shall resign according to a schedule of resignation to be decided by the TERENA Executive Committee by transitional regulation and to be approved by the General Assembly. The Statutes as they will read after the present instrument of alteration of statutes has been executed shall apply to the appointment of the members of the TERENA Executive Committee to be newly appointed then.