Article 10 Meetings of the General Assembly
United Kingdom
The General Assembly shall meet at least twice per year. Further meetings may be called at the request of the Chair or the Director or at least one third of the National Representatives. The Headquarters of the ESS ERIC shall organise the administration of meetings, including minute taking.
All decisions of the General Assembly, other than Reserved Matters, shall be adopted by simple majority of votes of the Members present through their National Representatives subject to Article 3(5).
Subject to Article 10(15), a meeting of the General Assembly shall be called by at least 14 calendar days’ notice. Subject to Article 10(15), the notice shall specify the time and place of the meeting and the general nature of the business to be transacted.
Subject to the provisions of the Statutes, notice of and other communications relating to a meeting of the General Assembly shall be given to all Members, to the Director, to the National Representatives, to the Observers and to any other person which the Chair may want to invite to the meeting.
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Every notice convening a meeting of the General Assembly shall be given in hard copy form or electronic form (as defined in section 1168 of the United Kingdom Companies Act 2006) and by means of a website.
No business shall be transacted at any meeting of the General Assembly unless a quorum of Members (through their National Representatives) is present. Members holding at least one third of the votes eligible to be cast at the General Assembly and entitled to vote upon the business to be transacted shall be a quorum. If within half an hour from the time appointed for the meeting a quorum is not present the General Assembly shall stand adjourned to the same day, at the same place ten minutes later. If at the adjourned General Assembly meeting a quorum is not present the Members represented and entitled to vote upon the business to be transacted shall constitute a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place, but any decisions adopted at that meeting shall not take effect unless and until the minutes of the meeting have been circulated to all the Members and have been endorsed in writing or by e-mail by a simple majority of Members or a majority of two-thirds of Members for any Reserved Matter. For the purposes of this Article the approval of a National Representative shall be treated as the approval by a Member.
The Chair shall preside at every meeting of General Assembly, or if there is no Chair, or if he or she shall not be present at the time appointed for the holding of the meeting or is unwilling to act, the Deputy Chair shall preside as Chairperson, or if he or she is not be present or is unwilling to act, the present National Representatives shall elect one of their number to be Chairperson of the meeting.
At any General Assembly meeting a resolution put to the vote of the meeting shall be decided on a show of hands or, at the discretion of the Chair, the vote may be decided by ballot.
A declaration by the Chair that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting of the ESS ERIC shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
The Chair shall not have a vote or casting vote. The Deputy Chair or any other National Representative elected to chair a meeting of the General Assembly shall retain his/her vote as a National Representative when chairing a meeting of the General Assembly but shall have no additional vote when acting as Chair.
Observers shall have the right to speak and be heard at meetings of the General Assembly at the discretion of the Chair, but they do not have the right to vote. The Chair may, at his/her discretion, ask Observers to leave the room during all or part of the meeting of the General Assembly.
The following matters (the ‘Reserved Matters’) can only be adopted by the General Assembly with a two thirds majority of the Members represented and voting at the meeting, provided that the meeting has been called by at least 6 weeks’ notice and that the notice specified the time and place of the meeting and the nature of the Reserved Matters to be transacted:
any changes to the governance arrangements of the ESS ERIC;
any proposed increases to the budget of the ESS ERIC (as set out in Article 17 hereof);
any changes proposed to the funding model as set out in Article 17 hereof;
proposed termination of membership of a Member;
proposed change of Host Institution;
proposed termination of the appointment of the Chair, Deputy Chair and Director before its due date;
any changes to the composition or make up of any of the bodies referred to in Article 11(3) or 13(2); and
proposed changes to the Statutes (including any changes as specified in Article 28 hereof).
A resolution in writing agreed by such number of Members as required if it had been proposed at a meeting of the General Assembly shall be as effectual as if it had been passed at a meeting of the General Assembly duly convened and held and may consist of several instruments in the like form each signed on behalf of one or more Members. For the purposes of this Article the approval of a National Representative shall be treated as the approval by a Member.
Members (acting through their duly appointed National Representatives) are deemed to have participated in a meeting, or part of a meeting, of the General Assembly when:
the meeting has been called and takes place in accordance with the Statutes; and
they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.