EUROPEAN ECONOMIC INTEREST GROUPING
 
EEIG   AUDIOTEXT
AUDIOTEXT    S T A T U T E
(unofficial draft for proposals and members changes)
EEIG under European Council Regulation (EEC) 2137/85

AUDIOTEXT (AT) Parties

Still to be decided by the founding members of the promotional AT EEIG starting with:

Cooperación Internacional en Tecnologías Avanzadas (C.I.T.A.) SL (Unipersonal), founded in 1996
C/ Fernando Poo, 16, E-28045 Madrid, Spain
Apartado Postal (P.O. Box) 17083, 28080 Madrid, Spain
Tel.: +34914743809, Cellular GSM: +34619776475
E-mail: miguel@cita.es
Internet Web http://www.cita.es
Contact: Miguel Angel Gallardo Ortiz , Engineer and Criminologist
LEGAL ADVISORS: José Antonio Ramos Mesonero and Josep Jover i Padró (Lawyers in Spain)
with the support of  Asociación para la Prevención y Estudios de Delitos, Abusos y Negligencias en Informática y Comunicaciones Avanzadas (APEDANICA), founded in 1992
(there are several organsations and individuals invited by us to become members considering this draft).

AUDIOTEXT statute draft

Please send an EXPRESSION OF INTEREST (EOI) on this:

The members hereby agree to form a EEIG under Council Regulation (EEC) 2137/85 according to the present agreement, the Grouping’s own terms and the law of the State of the Grouping’s address (Madrid, Spain).

Art. 1 – Denomination and Power

    1. The Name of the Grouping shall be "AUDIOTEXT EUROPEAN ECONOMIC INTEREST GROUPING" (AUDIOTEXT or AT)".
    2. All correspondence, acts and documents of the AT Grouping must abide to provisions according to Art. 25 of the Regulation.
    3. The AT Grouping is empowered, as of the date of incorporation, to negotiate contracts, perform legal acts, be entitled to deeds and obligations of whatever nature, within the project and to stand in court according to art. 1.2 of the Regulation.
Art. 2 – AT Object (still to be detailed by internal member discussion)

Specifically, asking for the financial and technical support of the Partners and the European Commission, the Grouping is formed with the purpose to set up a Thematic Network Project. Provisionaly:
Art. 3 – AT Official address
    1. The official address of the Grouping is
    2. Cooperación Internacional en Tecnologías Avanzadas (C.I.T.A.) SL (Unipersonal)
      C/ Fernando Poo, 16, E-28045 Madrid, Spain
      Apartado Postal (P.O. Box) 17083, 28080 Madrid, Spain
      Tel.: +34914743809, Cellular GSM: +34619776475
      E-mail: miguel@cita.es
      Internet http://www.cita.es
      Contact : Miguel Angel Gallardo Ortiz, at http://www.cita.es/conmigo 

    3. The AT Grouping may have other offices at addresses in different EU Member States
    4. The official address may be transferred to another location by unanimous decision of the Members according to art. 14 of the Regulation
Art. 4 – AT EEIG Duration The Grouping shall be active for three years since incorporation. Termination may be delayed by unanimous decision of the Members. This article limits can be negotiated considering legal, economic and official advice. Art. 5 – Extension of the AT EEIG Should the duration of the AT EEIG, as per the above Art. 4, be extended, each member may recede from the AT Grouping by means of a registered notice to be addressed to the AT Board of Directors, to be sent at least three months before the expiring date mentioned in the Contract. Art. 6 – AT Capital/Contribution (this figures must be negotiated with www.cita.es seriously)
    1. The achievement of the AT Grouping social objectives shall be guaranteed by the European Commission financial contribution and membership fees only when necessary.
    2. Notwithstanding the above, in order to supply the Grouping with adequate funds to perform the activity foreseen to reach the objectives, the Members will provide the Grouping with a start-up fee of X.XXX Euros for funding, to be divided amongst them in equal shares, so that no Member may have a majority share of the capital fund, according to art. 17.1 of the Regulation. New Members joining the EEIG at a further time, after the incorporation, will provide an amount of X.XXX Euros.
    3. At the end of each Accounting Period following the first, the Members, according to results and to forecast prepared by the Administration for the following period, shall decide whether to approve further contributions, to what extent and within which time-frame, in particular to the purpose of balancing exceeding expenditures versus contributions. Criteria shall follow the start-up funding sharing system.
    4. The Grouping financing may also come from:
Art. 7 – AT Mode of operation Each of the Members, especially the Management of the AT Grouping, shall make available to the other Members its own experience and competencies in order to complete the projects in the best of ways, engaging themselves from this moment on, to keep all information on the projects, on the research to be performed and on the results that will be obtained, confidential and secret. Art. 8 – Third Party Liability
    1. Members shall have unlimited joint and several responsibility for the debts and other liabilities of whatever nature of the AT Grouping.
    2. Up to winding up of the Grouping, Members are liable to satisfy the AT Groupings creditors only after these have asked the AT Grouping for payment and have not been fulfilled within a reasonable time-lapse, according to art. 24 of Regulation.
    3. As far as inside pacts amongst Members, the Groupings obligations shall be equally divided amongst the Members.
Art. 9 – Admission of New AT Members
    1. New AT Members – who anyway will satisfy requisites according to Art. 4 of the Regulation, may be admitted by the majority of 2/3 of the Groupings Members who will define conditions.
    2. Any new AT Member is exempt from liability towards the AT Groupings debts arisen prior to his admission, with the exception of a different decision taken by the majority of 2/3 of other AT Members.
    3. Any new AT Member shall agree to the terms of this agreement and its internal regulations by undersigning a copy of this contract supplied by the Grouping Management.
    4. Any new AT Member shall also comply with art. 19 of this contract.
Art. 10 - Termination and Expulsion of Members
    1. Any Member shall be entitled to leave the AT Grouping further to the agreement of at least two thirds of the Members, who shall define the terms, as well as in case of just and true cause, and according to Art. 28 of the Regulation 2137/85.
    2. Termination is decided at the AT General Assembly, further to a motivated termination proposal to be listed in the Assembly’s Agenda, anticipated to all AT Grouping Members according to the terms of this agreement.
    3. Any Member may be expelled from the AT Grouping, further to decision of at least 2/3 of the Members, if it seriously fails in its obligations or if it causes or threatens to cause serious disruption to the AT Grouping.
10.4 Any Member may be expelled by right from the AT Grouping if: he does not fulfil the conditions made by art. 4.1 of the EEC Regulation, or (being an individual) he dies, becomes bankrupt or makes any compositions or arrangement with his creditors or (being a company) it goes into liquidation (other than a voluntary liquidation for the purposes of a reconstruction or amalgamation). Art. 11 – AT EEIG Regulation
    1. Within six months from the AT Grouping incorporation, the Board of Directors may propose internal pacts to the Members General Assembly for unanimous approval.
    2. The Grouping internal pacts may not establish rules in disagreement with principles and rules of this agreement. These being private AT EEIG pacts, they need not be brought to outsider's knowledge, being for AT EEIG Members only.
Art. 12 – Bodies of the AT EEIG
    1. Bodies of the AT Grouping are the General Assembly and the Board of Directors
    2. If not otherwise stated, any decision is taken by the absolute majority of the attending AT Grouping Members
Art. 13 – AT EEIG General Assembly
    1. The AT General Assembly is formed by all Members. It represents the whole Members and its resolutions voted - according to the existing law and this agreement – are binding for all Members.
    2. The AT General Assembly is chaired by the Chairman of the Board or, in case of absence, by a person designated by the Chairman.
    3. Members having contributed foundation fee and recorded on the Members List at least five days earlier than the General Assembly date, are entitled to attend AT General Assembly.
    4. The AT General Assembly may be called at the AT Grouping official address or elsewhere, within the European Union, on request and on behalf of the Chairman.
    5. Members may take decisions both at a AT General Assembly and by written consultation.
    6. The AT General Assembly may be called by registered letter, e-mail or by fax 15 days before the General Assembly date. The notice shall report the specific nature of the business to be transacted, place, date and hour of the Assembly.
    7. The AT General Assembly shall decide only on the identified agenda reported, unless all Members are attending (in person or by proxy) and accept to deliberate on other items.
    8. Any single AT Member is entitled to request of the Chairman to call a AT General Assembly, stating the day's business to be transacted.
    9. Should the AT Board of Directors decide to call for a written consultation of the Members, the Chairman shall notify each Member, by registered letter or by fax or electronic mail with acknowledgement of receipt, on the different provisions upon which they are requested to deliberate. The Members shall convey their answers within 15 days after receipt of the requisition by registered letter or by fax or electronic mail with acknowledgement of receipt by the different terms indicated in the requisition.
    10. It is anyhow mandatory to hold one AT Annual General Assembly, to be called by registered letter or by fax, within 3 months from the closing date of the Accounting Period, to approve the assets and liabilities of the Grouping, the contribution and expenditures accounts and balance sheet, the forecast budget and to decide further possible contributions according to Art. 6 of this Agreement.
    11. The AT General Assembly shall be called to deliberate on any new Member's admission, expulsion or on the termination of the AT Grouping.
    12. All the AT General Assembly resolutions, with the exception of those where unanimity is required as per art. 17 of the Regulation or as per this agreement, shall be taken by the absolute majority of attending Members. In case of written consultation, the resolution is taken by the absolute majority of Members who have deliberated and conveyed their answer within the terms stated in Paragraph 9.
    13. Each AT Member shall have one vote.
    14. Each AT Member may be represented by written proxy by another AT Member. In any case, any Member cannot represent more than one other Member.
    15. For a AT General Assembly to validly deliberate, at lease 50% of the Members must attend, either in person or by Proxy. In case of written consultation, at least 50% of the AT Members must send in their answer.
    16. AT Members are entitled to be informed by the CS Board of Directors, at any time, on the AT Grouping activity, as well as to verify the AT EEIG Management activity by auditing records and accounting books of the AT Grouping.
Art. 14 – AT Board of Directors and www.cita.es role
    1. A AT Board of Directors, made of a representative from each Country, will be in charge of the AT Grouping administration. Countries with more than four AT members nominate two representatives and Countries with more than eight AT members three representatives. The AT representatives of each Country will be nominated by the AT Members of this Country with votes of absolute majority. If no candidate reaches the absolute majority, the eldest AT member will be nominated representative. The votes, co-ordinated by the AT Chairman of the Board, could arrive although by letter, fax or electronic mail.
    2. The AT Board of Directors is in charge until dismissed or revoked by the AT General Assembly.
    3. In case the majority of the AT Directors in charge should resign or in case – for any reason – the AT Directors would represent less than 50% of the Members, the whole of the AT Board of Directors shall be considered dismissed and the AT General Assembly called for new elections
    4. The AT Chairman will call a AT Board Meeting whenever it may be deemed necessary or whenever at least two AT Directors will request it.
    5. The AT Board of Directors Meeting is called by registered letter or by fax or electronic mail 15 days before the Board Meeting date.
    6. The AT Board of Directors resolutions are to be considered valid when noted by the absolute majority of the attending AT Directors.
    7. The AT Board of Directors is charged of the AT EEIG Management and will be empowered to perform all administrative functions listed in the AT EEIG objectives.
    8. The AT Board of Directors will especially be in charge of:
    1. The AT Board of Directors will engage itself to immediately inform all AT EEIG Members of any temporary loss in balance.
    2. The AT Board of Directors shall notify all AT Members the death, resignation or expulsion of any AT Member.
    3. Subject to the provisions of European laws, of the Regulation and this agreement, the business of the AT Grouping shall be managed by the Chairman of the AT Board who may exercise the powers of the AT Grouping within the financial limits set down by special resolution, following the criteria listed below:
Art. 15 – Chairman of the AT Board and www.cita.es role
    1. The Chairman of the AT Board will be appointed by the AT Board of Directors by absolute majority of the AT Board. Nevertheless, each member, at the time of subscription of this AT Statute, will express, although by fax, his own vote for the nomination of the first AT Chairman. The member who reaches the absolute majority of the votes will be turning out as elected.
    2. The AT Board of Directors – if not already done so by AT General Assembly – may appoint within itself a Deputy Chairman, by absolute majority.
    3. The Chairman of the AT Board – and the Deputy AT Chairman – shall legally represent the AT EEIG with power to sign. AT Members may unanimously deliberate to appoint the AT Grouping representation to other AT Members as well.
    4. The AT Chairman shall act as administrator. He (She) will be in charge of executing any of the AT Boards deliberations whenever the AT Board itself has otherwise deliberated. In particular the AT Chairman shall:
    1. The AT Chairman is entitled to reimbursement of expenses incurred while performing his activities for the AT Grouping, as well as a fee defined by the AT General Assembly.
    2. Every AT Manager shall be indemnified out of the assets of the AT Grouping against any liability incurred by him in defending any proceedings whether criminal or civil in which judgement is given in his favour or in which relief is granted to him by the court from liability for negligence, default, breach of duty, or breach of trust in relation to the affairs of the AT Grouping
    3. The AT Grouping will provide adequate and sufficient insurance to cover any risk of the AT Grouping or liability as mentioned in point 15.6 related to the activities of the AT Manager.
Art. 16 – EEIG Accounting Periods
    1. The accounting period starts on January 1 and closes on December 31 of each year. The first accounting period shall start on the day of the AT Grouping incorporation and will close on December 31, same year.
    2. The provisional budget for the AT Grouping's activities shall be compiled within four months from the starting of the Accounting Period
    3. Should the Accounting Period yield profits, these – unless destined to support the AT Grouping's activities or to cover its costs – shall be accounted as capital increase.
    4. The balance of exceeding expenditures versus contributions shall be covered by AT Members according to art. 6 of this agreement.
Art. 17 – Auditing
    1. Auditing of financial assets, yearly cost statements and current operations to be reported on accounting books is performed according to the law by one or more Auditors non-Members of the AT Grouping.
    2. The AT General Assembly shall name the Auditor/s
Art. 18 – Winding up and liquidation
    1. The AT Grouping may be wound up by unanimous resolution of the AT General Assembly according to art. 12 of this agreement.
    2. The AT Grouping must be wound up when:
    1. by deciding the AT Grouping wounding up or be ascertaining the wounding up of the AT Grouping Members appoint one or more liquidators who shall fulfil the obligations charged upon them by AT EEIG regulation
Art. 19 – Exploitation
    1. The AT Board of Directors shall appoint a Patent office to ascertain the patentability of the results of the project carried out by the AT Grouping, saving the rights, if any, of the inventors).
    2. The AT General Assembly, on the basis of the patentability study and related costs, shall decide by absolute majority of those present whether to register the equipment or the technology.
    3. The patenting costs shall be equally shared among the AT Members agreeing to patenting.
    4. The AT Members engage themselves as of now to draw up a separate Agreement with the purpose to define commercial exploitation and/or patenting of the results. It remains anyhow understood that the AT Grouping as such shall not proceed neither to patent nor to register, limiting its activities to feasibility studies.
Art. 20 – Severability
    1. Any controversy arising among the AT Members pertaining validity, interpretation and execution of this agreement and any related act, in particular concerning just cause or reasons for exclusion as of art. 10 of this agreement or to the evaluation of the resigning AT Members quota, not mandatorily submitted to the competent legal authorities according to the Regulation or other applicable normative, shall be brought to an Arbitrator. Any Member might appoint an Arbitrator.
    2. Any nomination shall be notified to other AT Members within 20 days from the date of the arbitration requested by one or more AT Members.
    3. Should the arbitrators be of an even number, the arbitrators so appointed shall unanimously appoint another arbitrator.
    4. Should there be no unanimity, the nomination shall be deferred, by the most diligent AT Member, to the President of the Bar Association of the AT Grouping's domicile, who shall also name the arbitrator for those AT Members who did not abide to the terms.
    5. The arbitrators appointment will be defined by majority and will be binding for all AT Members, agreeing as of now to the negotiated ex equo et bono solution of the upcoming controversies. Members shall deliberate accordingly within the AT Grouping
Art. 21 – AT Governing Law Any matters not contemplated under this agreement shall be governed in all respect by EEC Regulation and the law of the AT EEIG legal domicile (Madrid, Spain). Art. 22 – Disputes Any other disputes or differences arising from or in connection with this agreement shall be settled under the Court of the AT Grouping's legal domicile (Madrid, Spain).
Please send an EXPRESSION OF INTEREST (EOI) to the project manager:

Cooperación Internacional en Tecnologías Avanzadas (C.I.T.A.) SL (Unipersonal)
C/ Fernando Poo, 16, E-28045 Madrid, Spain
Apartado Postal (P.O. Box) 17083, 28080 Madrid, Spain
Tel.: +34914743809, Cellular GSM: +34619776475 E-mail: miguel@cita.es
Internet http://www.cita.es
Contact : Miguel Angel Gallardo Ortiz, at http://www.cita.es/conmigo