C T S   -   E E I G
23/04/2000 unofficial draft subject to changes

Date: XXX (This CTS EEIG draft must be registered whenever www.cita.es signed a contract for it with a partner)

CTS Parties

Still to be decided the founding members of the promotional CERTECHSIGN-CTS EEIG Grouping starting anyhow with:

Cooperación Internacional en Tecnologías Avanzadas (C.I.T.A.) SL
C/ Fernando Poo, 16, 28045 Madrid, Spain
Apartado Postal (P.O. Box) 17083, 28080 Madrid, Spain
Tel.: +34914743809, Fax: +34902998379, Cellular GSM: +34619776475
E-mail: miguel@cita.es
Internet http://www.cita.es
Contact: Ing. Miguel Angel Gallardo Ortiz, President and General Manager (CEO) who will act as the EEIG Chairman of the Board of Directors and co-ordinator until a General Assembly will decide otherwise.

There will be at least 4 foundation members from 3 European countries before 1st July 2000 but this EEIG is very open to non-European members. Incorporation to the founder consortium and first informal promotional communications must be approved by Miguel Angel Gallardo Ortiz at least by an explicit E-mail from the address <miguel@cita.es>.

Right now we are looking in any European Country for this kind of contacts:

1.- Private, public and official laboratories for quality and composition analysis
2.- Certification authorities working on Public Key Cryptology for signatures
3.- Expensive goods (Gems, Petroleum, Food and/or drink) exporters-importers
4.- Distributors and sales points (jewellers, petrol stations, restaurants)
5.- Laboratory instruments and tools manufacturers interested in software developments
6.- Testing experts (gemmologists, petrol, food and drink experts).

Any member out of the European Union must have an European representative (customer or provider, distributor, added value reseller) already working toghether in any technology or project.

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

    2. All correspondence, acts and documents of the CTS Grouping must abide to provisions according to Art. 25 of the Regulation.
    3. The CTS 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 – CTS Object
    1. 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 in order to support "CERTIFICATION TECHNOLOGIES FOR TRUSTED COMPOSITION AND QUALITY INDICATORS BY SIGNED ANALYSIS USING PUBLIC KEYS" as well as to adopt specific programmes for research, technological development and demonstration under the Fifth Framework Programme of the European Community or any call for tenders of interest for any CTS EEIG member, as well as for Scientific, Technology or Forensic Research and Development, Innovation, Engineering, Expert Witnessing for Courts of Law, as well as any industrial, intellectual, education, consultancy, appraisals, negotiations, auctions or commercial purposes related with laboratories, certification, accreditation, composition analysis, quality evaluation or verification of any material, authorship and legal rights on digital communication, back up and data storage, public and secret key cryptology, computer and telematic security, information society technology and anti-fraud counterfeit for victims, manufacturers, exporters and importers, distributors and sellers, added value providers, authorities and trusted third parties.
    2. The CTS Grouping shall operate in any European Union Country as well as, if needed, outside the European Union. www.cita.es considers Latin America countries as a priority.
Art. 3 – CTS Official address
    1. The official address of the Grouping shall be:
    2. Cooperación Internacional en Tecnologías Avanzadas (C.I.T.A.) SL
      C/ Fernando Poo, 16, 28045 Madrid, Spain
      Apartado Postal (P.O. Box) 17083, 28080 Madrid, Spain
      Tel.: +34914743809, Fax: +34902998379, Cellular GSM: +34619776475
      E-mail: miguel@cita.es
      Internet http://www.cita.es
      Contact: Ing. Miguel Angel Gallardo Ortiz, President and General Manager (CEO)

    3. The CTS 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 – CTS EEIG Duration The Grouping shall be active for three years since incorporation. Termination may be delayed by unanimous decision of the Members. This article can be negotiated with www.cita.es Art. 5 – Extension of the CTS EEIG Should the duration of the CTS EEIG, as per the above Art. 4, be extended, each member may recede from the CTS Grouping by means of a registered notice to be addressed to the CTS Board of Directors, to be sent at least three months before the expiring date mentioned in the Contract. Art. 6 – CTS Capital/Contribution (this figures must be negotiated with www.cita.es seriously)
    1. The achievement of the CTS 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 – CTS Mode of operation Each of the Members, especially the Management of the CTS 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 CTS Grouping.
    2. Up to winding up of the Grouping, Members are liable to satisfy the CTS Groupings creditors only after these have asked the CTS 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 CTS Members
    1. New CTS 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 CTS Member is exempt from liability towards the CTS Groupings debts arisen prior to his admission, with the exception of a different decision taken by the majority of 2/3 of other CTS Members.
    3. Any new CTS 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 CTS 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 CTS 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 CTS General Assembly, further to a motivated termination proposal to be listed in the Assembly’s Agenda, anticipated to all CTS Grouping Members according to the terms of this agreement.
    3. Any Member may be expelled from the CTS 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 CTS Grouping.
10.4 Any Member may be expelled by right from the CTS 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 – CTS EEIG Regulation
    1. Within six months from the CTS 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 CTS EEIG pacts, they need not be brought to outsider's knowledge, being for CTS EEIG Members only.
Art. 12 – Bodies of the CTS EEIG
    1. Bodies of the CTS 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 CTS Grouping Members
Art. 13 – CTS EEIG General Assembly
    1. The CTS 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 CTS 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 CTS General Assembly.
    4. The CTS General Assembly may be called at the CTS 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 CTS General Assembly and by written consultation.
    6. The CTS General Assembly may be called by registered letter 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 CTS 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 CTS Member is entitled to request of the Chairman to call a CTS General Assembly, stating the day's business to be transacted.
    9. Should the CTS 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 CTS 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 CTS General Assembly shall be called to deliberate on any new Member's admission, expulsion or on the termination of the CTS Grouping.
    12. All the CTS 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 CTS Member shall have one vote.
    14. Each CTS Member may be represented by written proxy by another CTS Member. In any case, any Member cannot represent more than one other Member.
    15. For a CTS 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 CTS Members must send in their answer.
    16. CTS Members are entitled to be informed by the CS Board of Directors, at any time, on the CTS Grouping activity, as well as to verify the CTS EEIG Management activity by auditing records and accounting books of the CTS Grouping.
Art. 14 – CTS Board of Directors and www.cita.es role
    1. A CTS Board of Directors, made of a representative from each Country, will be in charge of the CTS Grouping administration. Countries with more than four CTS members nominate two representatives and Countries with more than eight CTS members three representatives. The CTS representatives of each Country will be nominated by the CTS Members of this Country with votes of absolute majority. If no candidate reaches the absolute majority, the eldest CTS member will be nominated representative. The votes, co-ordinated by the CTS Chairman of the Board, could arrive although by letter, fax or electronic mail.
    2. The CTS Board of Directors is in charge until dismissed or revoked by the CTS General Assembly.
    3. In case the majority of the CTS Directors in charge should resign or in case – for any reason – the CTS Directors would represent less than 50% of the Members, the whole of the CTS Board of Directors shall be considered dismissed and the CTS General Assembly called for new elections
    4. The CTS Chairman will call a CTS Board Meeting whenever it may be deemed necessary or whenever at least two CTS Directors will request it.
    5. The CTS Board of Directors Meeting is called by registered letter or by fax or electronic mail 15 days before the Board Meeting date.
    6. The CTS Board of Directors resolutions are to be considered valid when noted by the absolute majority of the attending CTS Directors.
    7. The CTS Board of Directors is charged of the CTS EEIG Management and will be empowered to perform all administrative functions listed in the CTS EEIG objectives.
    8. The CTS Board of Directors will especially be in charge of:
    1. The CTS Board of Directors will engage itself to immediately inform all CTS EEIG Members of any temporary loss in balance.
    2. The CTS Board of Directors shall notify all CTS Members the death, resignation or expulsion of any CTS Member.
    3. Subject to the provisions of European laws, of the Regulation and this agreement, the business of the CTS Grouping shall be managed by the Chairman of the CTS Board who may exercise the powers of the CTS Grouping within the financial limits set down by special resolution, following the criteria listed below:
Art. 15 – Chairman of the CTS Board and www.cita.es role
    1. The Chairman of the CTS Board will be appointed by the CTS Board of Directors by absolute majority of the CTS Board. Nevertheless, each member, at the time of subscription of this CTS Statute, will express, although by fax, his own vote for the nomination of the first CTS Chairman. The member who reaches the absolute majority of the votes will be turning out as elected.
    2. The CTS Board of Directors – if not already done so by CTS General Assembly – may appoint within itself a Deputy Chairman, by absolute majority.
    3. The Chairman of the CTS Board – and the Deputy CTS Chairman – shall legally represent the CTS EEIG with power to sign. CTS Members may unanimously deliberate to appoint the CTS Grouping representation to other CTS Members as well.
    4. The CTS Chairman shall act as administrator. He (She) will be in charge of executing any of the CTS Boards deliberations whenever the CTS Board itself has otherwise deliberated. In particular the CTS Chairman shall:
    1. The CTS Chairman is entitled to reimbursement of expenses incurred while performing his activities for the CTS Grouping, as well as a fee defined by the CTS General Assembly.
    2. Every CTS Manager shall be indemnified out of the assets of the CTS 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 CTS Grouping
    3. The CTS Grouping will provide adequate and sufficient insurance to cover any risk of the CTS Grouping or liability as mentioned in point 15.6 related to the activities of the CTS 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 CTS Grouping incorporation and will close on December 31, same year.
    2. The provisional budget for the CTS 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 CTS 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 CTS 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 CTS Grouping.
    2. The CTS General Assembly shall name the Auditor/s
Art. 18 – Winding up and liquidation
    1. The CTS Grouping may be wound up by unanimous resolution of the CTS General Assembly according to art. 12 of this agreement.
    2. The CTS Grouping must be wound up when:
    1. by deciding the CTS Grouping wounding up or be ascertaining the wounding up of the CTS Grouping Members appoint one or more liquidators who shall fulfil the obligations charged upon them by CTSEEIG regulation
Art. 19 – Exploitation
    1. The CTS Board of Directors shall appoint a Patent office to ascertain the patentability of the results of the project carried out by the CTS Grouping, saving the rights, if any, of the inventors).
    2. The CTS 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 CTS Members agreeing to patenting.
    4. The CTS 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 CTS 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 CTS 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 CTS 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 CTS Members within 20 days from the date of the arbitration requested by one or more CTS 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 CTS Member, to the President of the Bar Association of the CTS Grouping's domicile, who shall also name the arbitrator for those CTS Members who did not abide to the terms.
    5. The arbitrators appointment will be defined by majority and will be binding for all CTS Members, agreeing as of now to the negotiated ex equo et bono solution of the upcoming controversies. Members shall deliberate accordingly within the CTS Grouping
Art. 21 – CTS Governing Law Any matters not contemplated under this agreement shall be governed in all respect by EEC Regulation and the law of the CTS EEIG 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 CTS Grouping's domicile (Madrid, Spain). For further information at any time call to Spanish cellular phone +34619776475
Miguel Angel Gallardo Ortiz, Informático, Ingeniero de Minas, Criminologo  y Perito  
Cooperación Internacional en Tecnologías Avanzadas (C.I.T.A.) SL  
en Internet http://www.cita.es  
Apartado Postal (P.O. Box) 17083, 28080 Madrid, España (Spain) 
Tel.: (+34) 914743809, Modem/Fax: 902998379  
E-mail: miguel@cita.es
 (C) 2000 C.I.T.A. Página HTML made on 23/4/2000 using Netscape Composer at http://www.cita.es/cts