- New ELRA Board 2023 April 25, 2023
- New LRs in the ELRA Catalogue April 19, 2023
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- Open Positions at ELDA Nov. 3, 2022
Bye-laws of the Board of the ELRA Language Resources Association (ELRA) Luxembourg
These Bye-laws of the Board supplement the provisions of the current English version of the Statutes of the ELRA Language Resources Association (hereinafter termed "ELRA" or the "Association"), in particular Articles 8 (General Assembly), 9 (Board), 10 (Officers), 11 (Payments to members), 13 (Chief Executive), 15 (Accounting) and 18 (Note on means of communication).
Duties, Responsibilities, Rights and Liability of the Board, Confidentiality
1.1 The duties of the Board are outlined in Article 9 of the ELRA Statutes and described in greater detail in these Bye-laws. The Board shall exercise its duties in compliance with legal regulations, the ELRA Statutes and these Bye-laws.
1.2 The Board shall always act in the best interests of ELRA and shall always uphold and promote the tripartite nature of ELRA’s membership. To this end, the Board shall ensure through its activities and resolutions that the specific interests of each of the three Colleges are encouraged and supported at all times.
1.3 Board members are required to put their professional knowledge and experience at the disposal of ELRA during the discharge of their duties. The Board operates on the principle of collective responsibility.
1.4 Board members also enjoy extensive rights. Such rights are specified in the Statutes and these Bye-laws and include the following:
1.5 The liability of Board members shall be restricted to cases of gross negligence and/or wilful misconduct.
1.6 All matters relating to ELRA of which a Board member is or becomes aware, in particular about financial matters and personnel matters related to its employees and those of the Distribution Unit, shall be treated as confidential and may not be disclosed to third parties unless the matter is already public knowledge, or unless the Board, the Bureau or a person or working party authorised by the Board has agreed that the relevant information may be disclosed.
The procedure for elections to the Board is set out in Article 9 of the ELRA Statutes. The election of Board Officers (also called the " Bureau ") is authorised under Article 10 of the ELRA Statutes. Officers are elected by the vote of the Board, by secret ballot.
Officers are elected for a period of one year and may be re-elected. When a new Board is elected by the General Assembly, the Board Officer election shall be held at the first Board Meeting following the General Assembly.
In years when no new Board is elected, the Board Officer election shall be held at the first Board Meeting following the General Assembly, even if this means that the existing Officers will have been in office for longer than one calendar year.
Following the resignation of an Officer during the period of office, the President may appoint another Board member to this office on a temporary basis until the next General Assembly. The election of the new Officer will then be held at the first Board Meeting following the General Assembly.
The Secretary General shall be responsible for conducting the election of Officers. The Secretary General is not entitled to participate in the voting procedure, including the discussion of candidates, and is prohibited from any attempt to influence the outcome of the elections.
Concerning the nomination and election processes
A. Preliminaries to the nomination and elections processes
B. Nomination process
C. Election process for the Board
- at most one member affiliated to the same legal entity can be part of the Board;
- at most two members from the same country or affiliated to legal entities based in the same country can be part of the Board;
- at most three members that are the representatives of the respective institutional members from industry can be part of the Board.
Hence, in an election to the Board, (i) the candidates are sorted according to the increasing number of votes they received, and (ii) the available seats in the Board are filled by those candidates receiving the most votes provided the above guidelines are observed and taking into account the already elected Board members. Accordingly, candidates in that ordered list whose entering the Board would cause any of the above recommendations to not be complied with will be skipped over and will not be elected (ELRA bylaws).
9. Within one (1) week after the period to cast votes is over, The President, Vice-President(s) and the Secretary receive the resulting data from the office, they meet to determine who was elected and what is the composition of the Board in the upcoming term by applying the relevant rules, announce the results to the outgoing Board and to ELRA members with the support of ELRA office, and call the first meeting following the election of the incoming Board.
D. Election process for the President
E. Rules governing Board decisions
Board Meetings and Resolutions
3.1 Article 9.9 of the ELRA Statutes stipulates that the Board shall meet at least once a year.
3.2 Board Meetings are convened by the President, or at the request of at least one third of the members of the Board (ELRA Statutes 9.9).
3.3 The ELRA Statutes do not lay down any procedure for the convening of Board Meetings, so the following procedure shall apply:
a) Notice of a Board Meeting shall be sent at least two weeks in advance to all Board Members by mail, fax or e-mail. In urgent cases, the President of the Board may reduce the period of notice to 3 days. All Board members must ensure that they have constant access to fax or e-mail facilities or both during normal working hours.
b) The agenda of matters to be discussed shall be sent one week before the Board meetings to all Board Members by the Secretary General on behalf of the President. Supporting documents should also be sent one week before the Board meetings by the Secretary General, or directly by the member of the Board providing such documents.
3.4 At least one third of Board members must be present for the Board to be quorate (ELRA Statutes 9.10).
3.5 Minutes shall be taken during each meeting and shall be adopted at the following Board meeting. The finalized version of the minutes shall be signed by the President and one other person among the Secretary, the Secretary General, or a member of the ELDA staff taking the minutes. The minutes must record the place and date of the meeting, the names of those present, the agenda of matters discussed, a summary of the discussions and the resolutions of the Board, including actions and deadlines.
a) Board decisions are made by an absolute majority of votes cast (ELRA Statutes 9.10).
b) During Board meetings, a member of the Board may submit matters which are not on the agenda. The President may ask the Board to vote on the addition of this item to the agenda.
c) Postal votes are not permitted for regular Board meetings. Written proxies (letter or fax only) are permitted. The Board member holding the proxy must notify the Board of this at the start of the meeting and must give the written proxy to the Secretary General, who shall file it in his records.
d) In the event of an equal division of votes, the President has the casting vote.
e) In exceptional cases, the President may himself ask the Board, or may direct another Officer of the Board or the Secretary General to ask the Board, to approve a resolution using indirect procedures (by mail, fax or e-mail) without convening a regular Board meeting. In such cases, every effort must be made to contact all Board members by all available means, and such efforts must be documented. The votes of the individual members will be documented by the President or the Officer or Secretary General he has directed to conduct the vote, and the decision taken shall be ratified at the next regular Board meeting. If requested by one or more Board members, a two-thirds majority of votes cast are required to approve a resolution.
3.7 Resolutions passed by the Board which are binding on the Board, its Officers, the Secretary General and any third party bound to ELRA by means of a contract of employment or a contract for services, where permitted by such a contract, shall comply with the Statutes and shall be determined by the Board from time to time and recorded in the minutes. In particular, the power to delegate powers to the Secretary General required for the performance of the Secretary General’s tasks is reserved for the Board, but may be delegated to the President or the Bureau:
4.1 The duties of the Officers are set out in Article 10 of the ELRA Statutes.
4.2 The powers delegated to the President under Article 10.2 of the ELRA Statutes include all powers not specifically reserved for the General Assembly, the Board or the Bureau in the ELRA Statutes and these Bye-laws.
5.1 The Board shall elect an Ethics Committee consisting of at least four Board members, including the President. Other than the reimbursement of authorized expenses for Board or Association members, the members of the Ethics Committee may not receive any remuneration from ELRA or its Distribution Unit (ELDA). A member of the Ethics Committee receiving any remuneration from ELRA or ELDA shall resign immediately from that committee.
5.2 The Ethics Committee will be tasked by the President with all matters relating to potential conflicts of interest between members of the Board or the Association and the Association or its Distribution Unit. Where cases of potential conflict of interest are identified either by the President, a member of the Board, a member of the Association or the Secretary General, the Ethics Committee will be requested to advise the President on the matter. The Ethics Committee shall take all necessary measures to ensure that its response to the request is provided within 30 days. The decision shall be taken by a qualified majority of the votes of the Ethics Committee members. The President has a casting vote. If the response is not provided within the stated period, the President alone shall decide the matter at issue.
5.3 The response will be notified by the President, who is entitled to inform the Board and/or the General Assembly that a decision has been taken in conformity with the advice of the Ethics Committee. The list of members of the Ethics Committee should be available to the ELRA members.
Remuneration of Board members
6.1 Officers may not be remunerated for the duties described in Article 10 of the ELRA Statutes. In exceptional cases, however, and with the approval of the Board, Officers may be remunerated at rates agreed in advance for services exceeding the narrow description of duties set out in Article 10 of the ELRA Statutes. Typical examples of such services are described in 6.3 below. The decision on whether an Officer is remunerated shall be taken by the President after consulting the Ethics Committee.
6.2 Subject to the approval of the Board, other members of the Board and any other members of ELRA may also be remunerated in exceptional cases at rates agreed in advance for services exceeding the normal performance of the duties of Board members. Typical examples of such services are described in 6.3 below. The decision on whether Board member or any other ELRA member is remunerated shall be taken by the President after consulting the Ethics Committee.
6.3 Typical examples of such services include the following:
a) The provision of management or professional consultancy services for which an external consultant or professional would normally be paid.
b) For the Treasurer, financial procedures exceeding overall supervision of the accounts of the Association, in particular financial activities relating to the operations of the Distribution Unit (ELDA).
6.4 Legally valid contracts are required for all such services provided to ELRA by its members, or Board members.
Reimbursement of expenses
7.1 Board members are entitled to reimbursement of travel and accommodation expenses incurred for the attendance of Board meetings and, with the approval of the Board, of expenses incurred for travel for other purposes. Travel expenses will be paid for scheduled air, rail, ferry and bus travel and for taxi fares. Mileage for car use will be reimbursed at the prevailing rates of the European Commission.
7.2 Companies and institutions shall submit legally valid invoices for the expenses of the employee who is a Board member. The submission of supporting vouchers is not required, but such vouchers must be kept in the company’s or institution’s financial records for a period of not less than five years after submission of the invoice. The same provisions shall apply to Board members who are self-employed or registered professionals.
7.3 Board members submitting claims for expenses in their private capacity must submit all vouchers supporting the amounts claimed, for example travel invoices and/or tickets, hotel receipts, telephone bills, invoices for office supplies, etc. Credit card vouchers are not acceptable as evidence of an expense.
7.4 The Board members authorized to approve expense claims shall be decided by the Board. Board members who are requested to approve expense claims of other Board members, and to whom such claims and invoices and supporting vouchers are forwarded for approval, are required to act with due diligence and process the claim without delay.