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General Assembly

Information at Hand

Purpose

The General Assembly is the ultimate decision-making body of the consortium.

Participation

The General Assembly shall consist of one representative of each Party (hereinafter General Assembly Members).

Both, Beneficiaries and Partners can participate in the General Assembly.

One single representative of each Partner Organisation is invited to participate in the General Assembly.

Every member

  • should be present or represented by another Party at any meeting;
  • may appoint another Party as a substitute or a proxy to attend and vote at any meeting; and
  • shall participate in a cooperative manner in the meetings in order to strive for consensus-based decision taking.

Each General Assembly Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters listed in the following section "Decisions" of this Consortium Agreement.

The Parties agree that each Partner Organisationís representative shall be entitled to vote with one vote on decisions of the General Assembly that do not relate to the Project scope, schedule, financial matters, milestones and deliverables established in the Consortium Plan, or any other matters governed by the Grant Agreement.

The Coordinator shall chair all meetings of the General Assembly, unless decided otherwise in a meeting of the General Assembly.

The General Assembly Members shall elect a president from among its members.

General Assembly presidency is valid for three years. A president can be re-elected.

The president watches over the implementation of the meeting and the compliance of the rules defined for the Consortium Body, including the consensus-based decision finding and voting procedures.

The president appoints a meeting secretary.

The Parties agree to abide by all decisions of the General Assembly. This does not prevent the Parties to submit a dispute to resolution in accordance with the provisions of Settlement of disputes in Section 12.10. of the Consortium Agreement.

Decisions

The General Assembly shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Executive Board shall also be considered and decided upon by the General Assembly.

  • Content, finances and intellectual property rights;
  • Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority;
  • Changes to the Consortium Plan;
  • Modifications to Attachment 1 (Background Included).

Evolution of the consortium

  • Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party;
  • Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal;
  • Identification of a breach by a Party of its obligations under this Consortium;
  • Agreement or the Grant Agreement;
  • Declaration of a Party or a Partner Organisation to be a Defaulting Party;
  • Remedies to be performed by a Defaulting Party;
  • Termination of a Defaulting Partyís participation in the consortium and measures relating thereto;
  • Proposal to the Funding Authority for a change of the Coordinator;
  • Proposal to the Funding authority for suspension of all or part of the Project;
  • Proposal to the Funding Authority for termination of the Project and the Consortium Agreement.

Appointments: On the basis of the Grant Agreement, the appointment if necessary of Executive Board Members.

Preparation of meetings

The chairperson of a Consortium Body shall convene meetings of that Consortium Body.

There is at least one General Assembly per year.

A General Assembly meeting can be requested any time upon written request of the Executive Board or by at least third of the members of the General Assembly.

Notification of a meeting

The chairperson of a Consortium Body shall give notice in writing of a meeting to each Member of that Consortium Body as soon as possible and no later than 30 calendar days before an ordinary meeting or 15 calendar days before an extraordinary meeting.

Sending of the agenda

The chairperson of a Consortium Body shall prepare and send each Member of that Consortium Body a written (original) agenda no later than fourteen calendar days before an ordinary meeting and ten calendar days before an extraordinary meeting.

Agenda items

Any agenda item requiring a decision by the Members of a Consortium Body must be identified as such on the agenda.

Any Member of a Consortium Body may add an item to the original agenda by written notification to all of the other Members of that Consortium Body up to 14 calendar days before an ordinary meeting and seven calendar days before an extraordinary meeting.

During the meeting

During a meeting the Members of a Consortium Body present or represented can unanimously agree to add a new item to the original agenda

Meetings of each Consortium Body may also be held by teleconference or other telecommunication means.

Decisions will only be binding once the relevant part of the Minutes has been accepted according to the process indicated below.

Any decision may also be taken without a meeting if the Coordinator circulates to all Members of the Consortium Body a written document, which is then agreed by the defined majority of all Members of the Consortium Body. Such document shall include a reasonable deadline for responses.

Decisions taken without a meeting shall be considered as accepted if, within 14 calendar days, no Member has sent an unambiguous objection to the decision with an appropriate, valid and verifiable justification that includes an impact assessment in writing to the chairperson. The decisions will be binding after the chairperson sends to all Members of the Consortium Body and to the Coordinator a written notification of this acceptance.

Voting rules and quorum

Each Consortium Body shall not deliberate and decide validly unless two-thirds (2/3) of its Members are present or represented (quorum). If the quorum is not reached, the chairperson of the Consortium Body shall convene another ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene an extraordinary meeting which shall be entitled to decide even if less than the quorum of Members are present or represented.

Each Member of a Consortium Body present or represented in the meeting shall have one vote.

A Party which the General Assembly has declared or which the General Assembly votes to declare to be a Defaulting Party may not vote.

Members of a Consortium Body shall strive to take consensus-based decisions, however, where a consensus cannot be reached, decisions shall be taken by a simple majority of the votes cast.

Veto rights

A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights and obligations towards the EC and the other Parties would be severely affected by a decision of a Consortium Body may exercise a veto with respect to the corresponding decision or a relevant part of the decision.

When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting only.

When a decision has been taken on a new item added to the agenda before or during the meeting, a Member may veto such decision during the meeting and within 15 calendar days after the draft minutes of the meeting are sent. A Party that is not a Member of a particular Consortium Body may veto a decision within the same number of calendar days after the draft minutes of the meeting are sent.

When a decision has been taken without a meeting a Member may veto such decision within 15 calendar days after written notification by the chairperson of the outcome of the vote.

In case of exercise of veto, the Members of the related Consortium Body shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all its Members.

A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them.

A Party requesting to leave the consortium may not veto decisions relating thereto.

Minutes

The chairperson of a Consortium Body shall ensure the production of written minutes of each meeting which shall be the formal record of all decisions taken. He/she shall ensure that the draft minutes are sent to all Members within 7 calendar days of the meeting.

NOTE: Minutes are considered to be action items and the recording of decisions in a dedicated Trello board for the General Assembly. There will be no dedicated write-up documents of the meeting. Instead, General Assembly meetings will be recorded.

The minutes shall be considered as accepted if, within 14 calendar days from sending, no Member has sent an objection in writing to the chairperson with respect to any of the decisions documented in the draft of the minutes. Objections must be unambiguous, with an appropriate, valid and verifiable justification that includes an impact assessment.

The chairperson is responsible for ensuring that the accepted minutes are sent to all the Members of the Consortium Body and to the Coordinator, who shall safeguard them. If requested, the Coordinator shall provide authenticated duplicates to Parties.

-- JulieHadre - 2020-10-06

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Topic revision: r3 - 2020-10-06 - JulieHadre
 
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