Statutes

Proposition V-23-09-2020

I.                  Designation, aim

Article 1 – Name

The association called “European Low Energy accelerator-based Neutron facilities Association “, abbreviated as “ELENA” (hereinafter the “Association”) is hereby established.

Article 2 – Purpose and activities

The Association has the not-for-profit purpose of promoting cooperation between European laboratories or private companies or individuals working in the field of neutron sources based on an accelerator and a stripping reaction to produce neutrons (hereinafter: the “Laboratories”). The Laboratories remain independent but agree to cooperate and initiate collaborations, conferences, workshops and meetings in order to create an effective eco-system for research and applications in all areas of science and industry around these neutron sources.

II.               Membership

Article 3 – Membership

The Association shall be composed of members (hereinafter the “Members”).

The criteria for admission as a Member are:

·         A Member may be any Institution, Institute, laboratory, private company or private individual.

·         The Member is engaged – in part or in total – in the development and /or operation of low energy accelerator-based neutron facilities for neutron research and applications.

Each Institution, Institute, laboratory or private company member of ELENA is called an “Organisation”.

Each private Individual member of ELENA is attached to an “Organisation” that could be different from the previous ones.

Article 4 – Admission of new Members

Candidates on membership may apply for admission to the Association if they fulfil the criteria in Article 3. The conditions for admission are the acceptance of the application by the General Assembly.

Article 5 – Rights and duties of Members

Without prejudice to other rights set out in these Statutes, or in applicable legislation, Members:

–       shall take part in the activities of the Association and send a representative to the meetings of the General Assembly;

–       have access to documents recording the activities of the Association and obtain information on such activities;

–       may resign from the Association, as set forth in Article 6.

Article 6 – Resignation or exclusion of a Member

Members can withdraw from the Association by providing written notice to the Chair (as defined in Article 8), who shall inform the General Assembly. The withdrawal will become effective three months after the information to the General Assembly. The withdrawal shall not entitle the withdrawing Member to any reimbursement of expenses already incurred within the Association.

The Chair can propose to the General Assembly the exclusion of a Member from the Association. The General Assembly shall decide on the exclusion by vote, as indicated in Article 8 of the Statutes.

III.            Statutory bodies

Article 7 – The statutory bodies 

The statutory bodies are:

–       the General Assembly

–       the Chair and the Vice-Chair (Treasurer If French association)

Article 8 – The General Assembly

8.1. Composition

The General Assembly is composed of the Members of the Association. Each Member designate its representative to the General Assembly.

8.2. Powers

The General Assembly shall have all powers to fulfil the scope and activities of the Association.

The following fall under the exclusive competence of the General Assembly:

–       acceptance and exclusion of Members;

–       election of the Chair and Vice-Chair (Treasurer If French association);

–       approval of priorities, projects, commitments;

–       decisions on ELENA resolutions/motions/position papers;

–       assessment of reports on joint actions and closing down of actions when necessary;

–       creation and modifications to the Association’s Statutes and Internal Rules;

–       dissolution and liquidation of the Association.

8.3. Meetings

The General Assembly shall meet at least once a year at the Invitation of the Chair, or at the written request of at least one third of the Members.

The invitations to the General Assemblies are made by the Chair and contain the date, the place and the agenda of the meeting and the relevant documents.

The Chair or the Vice-Chair signs and distributes the minutes of each General Assembly.

8.4. Vote

Decisions by the General Assembly will be taken as much as possible by consensus. When voting is required, quorums are calculated based on the number of votes validly cast. Blank votes, void votes and abstentions do not count for the quorum.

Each “Organisation” is represented by one Individual of this “Organisation” and has one vote. All “Organisation” can express their opinion and vote in writing or by any other means of traceable (tele-)communication. The deliberations can take the form of a telephone- or video-conference.

The following decisions by the General Assembly require a 2/3 majority of the votes of the Organisations present or represented :

–       acceptance of new Members and exclusion of Members;

–       changes of the Statutes

–       dissolution or liquidation of the Association;

All other issues require a simple majority of Members present or represented.

8.5. Quorum for decisions

The General Assembly can validly deliberate and decide only on the points indicated on the agenda. The General Assembly can deliberate and take valid decisions if the majority of the “Organisations” are either present or represented. 

Members may be mandated by other Members to cast votes on behalf of the mandating Member.

Article 9 – The Chair, Vice-Chair

9.1 Representation of the Association

The Association is represented towards any third party by its Chair or Vice-Chair, acting together.

9.2 Designation 

The Chair and the Vice-Chair are elected in accordance with Article 8 by the General Assembly from the body of Members’ representatives for a term of 2 years.

9.3 Powers 

The Chair:

–       sets the agenda and the date of the meetings of the General Assembly;

–       chairs the General Assembly;

–       invites any relevant external experts to meetings it organized.

The Vice-Chair shall stand in for the Chair when the situation requires.

The Chair and vice-Chair are responsible for all the Association’s formal documentation and associated management, including agendas, minutes, follow-up on actions and meeting arrangements.

IV.            General dispositions

Article 10 – Limited Liability

Member’s liability is limited to the extent of their commitments to the Association.

Article 11 – Working language

The working language is English; nevertheless, a group of Members working together may use a different language provided that they make a final report on their work in English to the Members.

Article 12 – Internal Rules

If needed, the General Assembly may adopt and amend Internal Rules of the Association. The Internal Rules could specify in more detail the functioning of the Association and may not conflict with the Statutes of the Association.

Article 13 – Non-stipend adhesion

The Association does not provide any stipend to any of its Members, Bodies, or representatives for its action in the Association.