RULES AND REGULATIONS OF THE BOARD
OF THE RESEARCH CONSORTIUM „DARIAH-PL”
I. GENERAL PROVISIONS
The Consortium Board, hereinafter referred to as the “Board”, is a permanent highest decision-making body of the Research Consortium „DARIAH-PL”, hereinafter referred to as the “Consortium”.
The Board shall act in accordance with the Consortium Agreement and these Rules and Regulations.
II COMPOSITION AND INTERNAL ORGANIZATION OF THE BOARD
1.The Board shall be composed of heads of the Parties – members of the Consortium or authorised representatives designated by them.
2. The term of office of the Board shall be three years.
1. Works of the Board shall be managed by the Chair of the Board.
2. The Chair of the Board shall be at all times a member of the Board appointed by the head of the Consortium Coordinator.
3. The Chair, in consultation with the head of the Consortium Coordinator, may appoint a Deputy Chair of the Board from among the members of the Board.
If the Board resolves to change the Consortium Coordinator, the Chair of the Board shall delegate their responsibilities to the new Chair appointed by the head of the current Coordinator.
The responsibilities of the Chair of the Board shall include:
a. managing works of the Board,
b. calling and chairing meetings of the Board.
The responsibilities of the Deputy Chair of the Board shall include:
a. substituting the Chair in case of their absence,
b. cooperating with the Chair in between the meetings of the Board, in particular giving advice and opinions.
III. RESPONSIBILITIES OF THE BOARD
1. The main role of the Board shall include supervision of operations of the Consortium and performance of the provisions of the Consortium Agreement.
2. The Board shall make recommendations to the Coordinator and accept reports on activities undertaken by the Coordinator in between the meetings of the Board.
3. The sole responsibility of the Board shall include matters specified in § 7 of the Agreement, in particular:
a. admitting and deleting members of the Consortium at the request of at least two members of the Consortium in accordance with § 3 of the Agreement, with the reservation that admission to the Consortium takes place following a one-year waiting period, in line with the relevant procedure adopted by the Board.
b. determining, at the request of the Consortium Coordinator, tasks of each member in joint works of the Consortium,
c. approving the plan of actions for the Consortium on the basis of the draft presented by the Coordinator,
d. approving an expense and cost estimate of the Consortium and determining guidelines for use and division of funds, assets and intellectual property obtained in the course of activities pursued by the Consortium,
e. appointing and changing the Consortium Coordinator unanimously and in the presence of all members of the Board,
f. setting up Working Groups,
g. reorganizing or liquidating the Consortium.
4. Management and control functions of the Board shall include:
a. determining the strategy of operations for the Consortium, including research priorities and infrastructure works,
b. setting directions for development and completion of projects within European Infrastructure DARIAH-EU with the use of research potential of the members of the Consortium,
c. supporting search for financing opportunities to develop operations of the Consortium,
d. authorising the Leader of a working group to apply for funds to carry out works of the group from grant programmes and other possible sources of finance,
f. determining the amount of contributions to be made by the members of the Consortium and the manner of collection thereof,
g. assessing substantive and financial reports submitted by the Coordinator,
h. adopting resolutions on the participation by the Consortium in carrying out joint projects.
5. The Board may, for its own purposes, order opinions, expert opinions and audits regarding matters in which the Board exercises supervision and control.
6. The Board shall carry out its duties collectively; however the Board may delegate its members to carry out certain activities on their own. Decisions of the Board shall be made by resolutions.
7. The Consortium Office shall provide services in support of meetings of the Board.
IV. MANNER OF THE BOARD’S WORKS
1. The Board shall act collectively, adopting resolutions at meetings or outside meetings.
2. The Board may adopt resolutions in writing or by using means of distance communication.
3. A member of the Board may authorise another member of the Board in writing to vote for them on a certain draft resolution.
Meetings of the Board shall be called at least once every three months, in the following manner:
1. The Chair shall be entitled to call a meeting on its own initiative or at the request of at least 2 members of the Board.
2. Meetings shall be called by notices sent not later than 14 days before the date of the meeting of the Board,
3. Notices shall be sent by post or by using means of distant communication to the address or number specified by the member of the Board,
4. Notices shall be accompanied with a copy of the minutes from the last meeting of the Board and the agenda of the meeting being called and each member may request to amend or supplement thereof,
5. Materials for a meeting of the Board shall be delivered to the members of the Board at least 3 working days before the date of the meeting.
- A meeting of the Board shall be opened and chaired by the Chair or by their Deputy if the Chair is absent.
- At the beginning of the meeting the Chair shall familiarise the Board with the minutes of the last meeting which is subject to the approval of the Board.
- A meeting of the Board may be attended by members of the governing bodies of the Consortium and other persons invited by the Chair.
- After a meeting is opened, the Board shall accept its agenda.
- Resolutions of the Board shall be adopted by a majority of the votes. A resolution shall be null and void unless adopted by an absolute majority of the votes in the presence of at least 3/4 members of the Board.
- Adopted resolutions shall be signed by the Chair and attached to the minutes of the meeting.
- Resolutions shall be adopted by an open vote. At the request of at least one member of the Board, the Chair may order secret vote.
- Resolutions of the Board adopted in accordance with clauses 5-7 shall authorise the Consortium Coordinator to conclude agreements and incur obligations on behalf of these members of the Consortium whose representatives in the Board voted for the resolution (§ 7 clause 12 of the Consortium Founding Agreement).
- Meetings of the Board shall be recorded in the minutes.
2. Minutes shall include the agenda, names and surnames of the members of the Board present at the meeting, results of votes on certain resolutions. Dissenting opinions shall also be recorded in the minutes.
3. Minutes shall be accompanied with resolutions adopted and attendance list onto which members on the Board present at the meeting and guests participating in the meeting enter their names.
4. Minutes shall be put to the Board’s vote at its next meeting and then signed by the Chair of the Board.
5. Approved minutes of the Board shall be stored in the minutes book kept in the Consortium Office.
Resolutions may be adopted outside a meeting in the following manner:
- A written resolution (currenda) or a resolution by using distance means of communication may be adopted provided that all members of the Board have been notified of the contents of the draft resolution,
- A draft resolution to be adopted in writing shall be sent to all members of the Board who vote by putting their signature thereon (or a certified electronic signature) and then pass it on to the Chair of the Board,
- After the voting ends, minutes is drawn up which shall include the manner in which the resolution was adopted, persons who voted and the results of the vote. Provisions of 11 shall apply accordingly to the minutes drawn up in this manner. The minutes shall be signed by the Chair.
- WORKING GROUPS
- The Board may set up Working Groups consisting of its members to research and carry out certain matters.
- Working Groups shall be set up on the initiative of the Leader submitted to the Chair of the Board, not later than 1 month before the meeting of the Board on which such initiative is to be considered.
- Working Groups shall operate in accordance with the terms and conditions specified in 10 of the Consortium Agreement.
- The provisions of Chapter IV of these Rules and Regulations shall apply accordingly to the manner of making decisions on the working group.
- The Chair of the Board shall supervise setting up of Working Groups, their composition, scope of activities, plan of works and reports as well as relations between certain Groups and submit to the Board detailed recommendations.
- Working Groups shall be set up taking into account in particular their plan of works, envisaged input of the Group into all works of the Consortium, potential of all members of the Group, co-relation between proposed tasks and international projects, in particular those carried out within DARIAH-PL or its working groups.
- Working Groups shall operate on the basis of an annual work plan, presented to the Board upon setting up of the group and in next calendar years at the first meeting of the Board. Working Groups shall submit reports on their activities to the Board at least once each half a year.
- On the basis of the report of a Working Group, taking into account current works of the Consortium as a whole, the Board shall make a decision regarding further works of the Working Group, in particular its composition, research areas or its dissolution or merger with another group.
- Decision regarding Working Groups shall be made by the Board on the basis of recommendations referred to in clause 5 of this section.
- VI. FINAL PROVISIONS
- Heads of the Parties – members of the Consortium or representatives of the Parties designated by them who have submitted a power of attorney to the files of the Consortium shall be authorised do represent a member of the Consortium and vote on resolutions of the Board.
- Upon being appointed as a member of the Board but not later than at its first meeting, each member shall provide the Chair with the address of their residence and their employer, email address or address for service as well as relevant phone numbers. Members holding a power of attorney shall provide the power of attorney granted to them.
- If an information is sent to the address specified by the member of the Board and to the email address specified by them, the information shall be presumed to be received.
- The presumption referred to in clause 2 shall apply in particular to notifying a member of the Board of a meeting.
- A member of the Board shall immediately notify of any changes in the addresses and phone numbers referred to in clause 1. In case of failure to do so, the member of the Board shall be responsible for any consequences of not receiving the information.
- The costs of operations of the Board shall be paid for from funds obtained for operations of the Consortium or paid by the members of the Consortium, in accordance with the agreed schedule.
- The Board uses offices, equipment and materials of the members of the Consortium.
- Administrative, technical and legal services to the Board, with the exception of services in support of meetings of the Board, shall be provided by relevant members of the Consortium.