Legal information

VIRTUAL INSTITUTE OF
NANO- FILMS

STATUTES

BETWEEN:
 
 

-        
COCKERILL SAMBRE SA, established in Belgium, Rue Trasenster, 21,  B-4102
OUGREE, Belgium, BCE 0403 940 662

 

represented by Mister Andr� Leclercq, Vice President and/or Mister Francis
Degee, General Manager.
 

 
AND:

 

-        

Universit� Politecnica delle Marche
established in
Italy, Piazza Roma, 22, 60100, Ancona represented by Professor Marco Pacetti,
Rector;

 

-        

The University of Nottingham

established in United Kingdom, University Park, NG7 2RD, Nottingham, represented
by Mister Martin Wynne-Jones, Director of Finance and/or Mister David Beeby,
Chief Financial Officer;

 

-        

L'Universit� Libre de Bruxelles

established in Belgium, avenue F.D. Roosevelt 50, 1050, Bruxelles represented by
Professor Ph. VINCKE, Rector and/or Professor J.L. Vanherweghem, President;

 

-        

Moscow State Institute of Steel and Alloys

established in Russian Federation, Leninsky prospect 4, 119049, Moscow
represented by Professor Yu. S. Karabasov, Rector and/or Professor E.A.
Levashov, Vice-Rector for International Relations;

 

-        
INSTITUTE OF SPECTROSCOPY OF RUSSIAN ACADEMY OF SCIENCE established in
Russian Federation, 142190, Troitsk represented by Professor Evgueni Vinogradov,
Director and/or Mister Oleg Kompanets, Deputy Director;

 

-        
SH SISTEMI S.R.L. established in Italy, VIA PARINI 9/A, 60027, OSIMO
represented by Mr. Julio Giuliante, President or Mrs. Patrizia Brega;

 

-        

Technion � Israel Institute of Technology

established in Israel, Technion City, 32000, Haifa represented by Prof.  Moshe
EIZENBERG, Executive Vice President for Research  and/or Prof. Aviv ROSEN,
Executive Senior Vice President;

 

 

-        
FRANKFURT INSTITUTE FOR ADVANCED STUDIES OF JW GOETHE UNIVERSITY
established in Germany, Max von Laue Str. 1, 60438, Frankfurt am Main
represented by Mr. Gisbert Jockenh�fer, Management Director;

 

    
 -     CHEMICAL RESEARCH CENTER HUNGARIAN ACADEMY OF SCIENCES established in
Hungary, Puszlaszeri ut 59-67, 1025 Budapest represented by Mister Gabor
Palinkas, General Director;

 

-        

Associazione Piccole e Medie Imprese delle Province di Ancona e Macerata
established in Italy, Via T. Edison n. 1, 60027, Osimo represented by

Mister
Mario Donati, Chairman;

 

-         

THE
CHANCELLOR, MASTER AND SCHOLARS UNIVERSITY OF CAMBRIDGE established in United
Kingdom, The Old Schools, Trinity Lane, CB2 1TS, Cambridge represented by  Ms
Edna MURPHY, Acting Head of Research Grants and Contracts  ;
 
 
Hereinafter referred as �the
Founding Members�
 
 
WHEREAS :
 

-   The Parties are partners in a Network of Excellence,
granted by the European Commission, organised by contract number 515703 
(PROJECT EXCELL);
 

-   In accordance with this project, the Parties decided to
establish a new international organisation as an international non-profit
association (AISBL).
 
THEREFORE IT IS HEREBY AGREED AS
FOLLOWS:
 
 
 
 

 

Title
1 : Name and registered office
 
 

Article 1

 

1.1.
   An international non profit association with scientific purpose is created
and called Virtual Institute of Nano-Films (VINF) (hereinafter referred
as �the Organisation�).

 

1.2.    All documents issued by the Organisation shall state the name of the
organization, which shall always be preceded or followed by the words
�International non profit association� or �A.I.S.B.L.�.

 

1.3.    This association is ruled by Title III of the Belgian law of June 27,
1921, relating to non profit associations, international non profit associations
and foundations (hereinafter referred as �the Law�) .
 

Article 2

 

2.1.    The registered office is established in 4000 LIEGE, Boulevard d�Avroy
280, in the legal district of Liege (Belgium). A separate administrative office
may be established, by mere decision of the Executive Committee, which will be
published in the Moniteur Belge.

 

 

 

Title
2:  Organisation�s objects
 

Article 3
 

3.1.    The Organisation�s objects are to promote scientific research and
education in the field of multifunctional thin films.

 

3.2.1. These objects shall be implemented by the following activities:

           

3.2.2. To enhance fruitful collaboration between scientists, to realize research
projects, to organize specialized training, to develop the scientific and
technological knowledge in its field, to enhance its dissemination and to
promote technology transfer activities.

 

3.3.    The Organisation may accomplish all activities directly and indirectly
in relation to its objects. It shall make all transactions and own or hire all
goods, services or real estates directly or indirectly necessary for realization
of its objects.

 

3.4.    Notwithstanding its non profit nature, it shall make use of all the
financial or material means in order to pursue its objects.

 

3.5.    It can also undertake any activities consistent to its objects.

 
 

Title
3: Members
 

Article

4         

 

4.1.    The Organisation shall have two categories of members, effective members
and associate members.

 

4.2.    The minimum number of effective members shall be three.

 

4.3.    The founding members are the initial effective members.

 

4.4.    The admission conditions of new effective members are the following:
they shall be persons or legal entities, set up in accordance with the laws and
uses of their country, whose activities can contribute to the objects of the
Organisation and who submitted their written application and are agreed by the
General Assembly through a simple majority. Effective members can be elected for
a limited period of time.

 

4.5.      
The admission conditions of associate members are the following: they
shall be persons or legal entities, set up in accordance with the laws and uses
of their country, whose activities can contribute to the objects of the
Organisation or who showed interest for its activities. The Executive Committee
shall elect them through a simple majority. It can also revoke them if they
breach any of the conditions in these statutes. The internal regulations of the
Organisation may establish different categories among these members. The
associate members do not have any voting rights.

 

4.6.      
Effective members are entitled to participate in all the Organisation�s
activities. The rights and obligations of associate members are defined in the
Bylaws. The modifications and/or  cancellation of these rights and obligations
are also defined in the Bylaws.

 

4.7.      
All effective and associate members have to respect the statutes and all
internal regulations established by the Executive Committee.

 

 

Article 5
 

5.1.   
The
members shall pay an annual fee of an amount voted every year by the General
Assembly.
The annual fee can be paid by the member itself or by another organization on
its behalf.

 

5.2.    Every year, the Executive Committee will propose the amount of fees
according to the different categories of members to the General Assembly.

 

5.3.    All paid fees shall remain property of the Organisation.
 

Article 6

 

6.1.    All members are free to leave the Organisation at any time. They will
present their written resignation to the President of the Executive Committee,
with a notice of 3 months. 

 

6.2.    The effective member who does not pay the annual fee shall be considered
as suspended 60 days after the fee shall become due. He will be considered as
having resigned, 60 days after the suspension period, if the fees remain unpaid.
The annual fees remains due irrespective of resignation or suspension.

 

6.3.    The Executive Committee will establish the internal
regulations that shall describe the   consequences of non-payment of the annual
fee by the associate members.

 

6.4.    The membership automatically ceases in case of death
or, for legal entities, in case of dissolution, mergers , break-up or bankruptcy
 

Article 7

7.1     The Executive Committee can propose the exclusion of an effective member
to the General Assembly; the reasons will be communicated to the effective
member who will be given the opportunity to present its case to the General
Assembly.

 

7.2.    An effective member can only be excluded by the General Assembly through
a 2/3 majority of the members present or represented.

 

7.3.    The resigned or excluded effective member, the representatives of an
excluded or defunct effective member shall have no right on the Organisation�s
properties.
 

Article 8

 

The
Executive Committee has all rights of suspending any effective member accused of
a severe misconduct, until a final decision is made by the General Assembly.

 

 

 

Title
4: General Assembly
 

Article 9

 

9.1.    The General Assembly consists of all effective members. The President of
the  Executive Committee may invite representatives of associate members.

 

9.2.    The President of the Executive Committee shall call a General Assembly
meeting every year, before June 30th. He shall submit the financial
statements as per December 31st previous year, together with the
following year budget.  The General Assembly will approve these statements and
give discharge to the Executive Committee.

 

9.3.    An Extraordinary General Assembly can be called, at any time, by the
President of the Executive Committee or upon the request of at least 1/5 of the
effective members.

           

 

Article 10
 

10.1.
The General Assembly is the Organisation�s sovereign governing body.

 

10.2.  It exercises the rights it received from the law and the present
statutes, particularly:

 

�       

approval of budget, annual fees, and financial statements;

�       

election of effective members;

�       

election and revocation of executives;

�       

statutes amendments, including amendment of the Organisation's objects;

�       

exclusion of an effective member;

�       

establishment when necessary of new appropriate entities to exploit the results;

�       

transformation of the Organisation into a commercial company;

�       

dissolution of the Organisation;

�       

acquisition or disposal of real estate.

 

 

10.3.
The General Assembly may establish technical and scientific committees as well
as other consultative committees whose structure, missions and working
procedures will be stated in the Organisation's internal regulations.

 

Article 11
 

The
President of the Executive Committee is the President of the General Assembly.
In case of absence, the Vice President or the eldest of the Vice-Presidents will
replace the President. If the Vice Presidents are absent, then the eldest of the
Executives will replace the President.
 

Article 12
 
 

12.1.  A meeting of the General Assembly is called by the President of the
Executive Committee by means of an ordinary letter sent to members at least
thirty days before the meeting. The convocation contains the agenda. Any matter
introduced by an effective member fifteen days before the meeting must be added
to the agenda.

 

12.2.  The General Assembly can, by a simple majority of the present or
represented, decide to debate points not mentioned in the agenda, excluding the
matters of statutes amendments or dissolution of the Organisation.
 

Article 13

 

13.1.  Each effective member has one vote. An absent member may give a proxy to
another effective member.

 

13.2.  Vote may also be expressed in writing. This vote shall be made on a form
sent to effective members by the Executive committee. This form shall contain
the following:

�       

the
member�s identity

�       

his
signature, the date and place of signature

�       

the
proof of accomplishment of the admission formalities to the General Assembly

�       

the
agenda of the General Assembly meeting

�       

the
proposed votes for each proposal on the agenda: for, against, abstention

        

         The forms shall be sent to all members requesting them at least 15 days
before the General assembly meeting

 

13.3.  Each effective member may only hold one proxy in a meeting 

 

13.4.  Except where the law and statutes will decide differently, decisions are
made by simple majority of votes. In case of parity, the President has the
casting vote.
 
 

Article 14

 

14.1.  The quorum of the General Assembly to amend  the  statutes must be 2/3 of
the effective members present or represented. It will decide by the majority of
4/5 of the votes, present or represented.

 

14.2.  Amendment of the Organisation's objects, transformation of the
Organisation into a commercial company, dissolution of the Organisation may only
be decided by a General Assembly with a quorum as defined at 14.1. It will
decide by the majority of 4/5 of the present or represented members.

 

14.3.  In case there is insufficient quorum, an extraordinary meeting of the
General Assembly will be called within thirty days by registered letter, but at
least fifteen days after the first meeting. It will decide by the same
majorities, regardless of the number of the members present or represented.

 

14.4.  The amendment of the statutes will only be effective after royal decree,
if it relates to the objects and activities of the Organisation. These
amendments will be published according to law.
 

Article 15
 

15.1.  The decisions of the General Assembly will be written in meeting minutes
signed by the President and one of the Vice Presidents of the Executive
Committee. These minutes will be kept in a register at the registered office. 
All effective members will receive a copy of the minutes.
 

15.2.  Any members  who justify their interest may obtain a copy of minutes.

 
 

Title
5 : Executive Committee
 

Article 16
 

16.1.  The Organisation is managed by an Executive Committee of minimum three
members. They are elected for four years by the General Assembly.

 

16.2.  This mandate automatically expires with the term; it shall be subject to
renewal for                                     further terms.

 

16.3.  A new election will be on the agenda of the General Assembly prior to the
expiration of the mandates.

 

16.4.  
A mandate may be revoked by the General Assembly deciding by a 2/3
majority of the present or represented members.

 

16.5   An Executive wanting to resign before the end of the mandate has to
inform in writing the Executive Committee by registered letter, indicating the
effective date of his resignation.

           

16.6.  The Executive Committee shall vote the replacement of a resigning or
revoked Executive for the remaining of the mandate till the next General
Assembly.
 
 

Article 17
 

The
Executive Committee elects one President, one or two Vice Presidents, a
Treasurer and, if necessary, a secretary amongst its members.
 
 

Article 18

 

18.1.  The President of the Executive Committee is also President of the General
Assembly. The President acts for the Organisation and represents it in all the
transactions with the signature of one other Executive.

 
 

18.2.  He represents the Organisation in Tribunals and Courts as claimant or
respondent.
 

Article 19
 

19.1.  The Executive Committee meets at least twice a year on the President's
request or if two Executives request it. The convocations shall be sent by mail,
fax or e-mail, at least two weeks before the meeting.
 

19.2.  The meeting will be conducted by the President, in his absence by the
Vice President (or by the eldest of Vice Presidents) or by the eldest Executive
if required. The Executive Committee can only take decisions by the majority of
its members.
 

19.3.
Every Executive may give, by letter, telegram, fax or by every other way of
communication using a printed support, mandate to another executive, to
represent him to a determined  meeting of the Executive Committee, and to vote
on his behalf  . In this case, the person giving the mandate is  regarded as
being present. Each Executive may only hold one proxy at each meeting.
 
 

19.4.  Except when law and statutes will decide differently, decisions are made
by simple majority of presents or represented members. Deliberation and votes of
Executives may be organized by video-conference. In case of parity, the
President has the casting vote. In exceptional cases when the Organisation's
interests and urgency justify it, decisions of the Executive Committee may be
taken by  written votes of the Executives. This written vote may be transmitted
by mail, telegram, e-mail with certified signature or fax.
 

19.5.  The decisions of the Executive Committee will be written in meeting
minutes signed by the President and kept in a register at the registered office.
All Executives will receive a copy of the minutes. Any effective members who
justify their interest may obtain a copy .
 

Article 20
 

20.1.  Except for the powers assigned to the General Assembly by the law or the
statutes, the Executive Committee benefits from the largest prerogatives in
order to act in the Organisation�s sake in all matters relevant to its objects,
as defined in article 3.
 

20.2.  The Executive Committee may particularly:

 

�  

establish internal regulations in order to enforce the present statutes;

�  

keep
a register of all members;

�  

call
for ordinary or extraordinary General Assemblies and determine the agenda;

�  

determine conditions and deadlines to apply for the Executive Committee or
responsibilities described in article 17;

�  

receive and deposit money, acquire and dispose of moveable assets;

�  

contract for work or sale;

�  

contract for lease, rent or hire for a maximum of five years;

�  

ensure that all gifts, donations, subsidies and grants from private as well as
public sources are accepted and received in accordance with internal
regulations;

�  

trade, transact, compromise, agree and desist;

�  

litigate as claimant or respondent before any authorities or competent court
without exception, execute any awards;

�  

establish an administrative office different from the registered office;

�  

establish the financial statements of the previous year;

�   

generally, to do all things that the Law and the present statutes do not reserve
to the
General Assembly.

 

20.3.
Any transaction exceeding the amount voted by the General Assembly shall be 
approved by the General Assembly.
 
 

Article 21
 

The
Executive Committee may delegate the day-to-day management of the Organization
to one ore more appointed persons whose duties, roles and salaries  will be
defined in a contract.-
 
 

Article 22
 

The
Executive Committee may appoint other persons whose function, roles and salaries
will be defined in a contract.
 

Article 23
 

Notwithstanding article 22, the binding engagement taken by the Organisation
will be signed by the President or the Vice President acting on delegation of
the President�s authority, or by an Executive with a special mandate of the
Executive Committee, with the signature of one other Executive.
 

Article 24
 

The
Organisation is responsible of the faults of its employees and of its organs, by
which its wills are expressed. Executives and day-to-day manager don't contract
any personal obligation regarding the Organisation's commitments. Their personal
liability is limited to the execution of the mandate they received and to the
faults they committed in their function. Parties don't contract, in this
quality, any liability regarding the commitments of the Organisation
 
 
 

Title
6: Miscellaneous
 

Article 25
 
 

The
official language of the Organization will be French, the language in which the
Statutes are written and published in the Moniteur Belge. English will be used
also as working language of the Organization.
 
 

Article 26
 

The
fiscal year will begin on January 1st and finish on December 31 of
each year. As an exception to this rule, the first fiscal year will begin on
April 1th, 2007 and end on December 31, 2007.
 
 

Article 27
 
 

The
General Assembly shall decide the dissolution if only two effective members
remain or if the registered address of the Organization is relocated outside the
Belgian territory. The General Assembly will determine the method of
liquidation.

In
case of dissolution of the Organisation, the General Assembly will elect a
liquidator.
 

Article 28

 

In
all cases of voluntary or judicial dissolution, at any time or due to any
reason, the assets of the Organisation will be transferred to a non profit
association or corporate body pursuing similar objects. The General Assembly
will elect this beneficiary by a 2/3 majority of the present or represented
effective members.

 

 

 

Article 29
 

29.1     Disputes arising from these statutes shall be discussed by the parties.
All possibilities will be checked to settle the dispute, acting in the spirit of
these statutes before going to Court.

 

29.2     All disputes arising between parties regarding these statutes will be
submitted to the Court of Li�ge.

 

 

Article 30
 

All
matters not expressly stated in these statutes are ruled by the Law and
subsequent amendments, giving legal personality to international associations
which are aimed at philanthropic, religious, scientific, artistic or pedagogic
objectives.