Bye-laws of the Board of the ELRA Language Resources Association (ELRA) Luxembourg

Adopted at the Meeting of the Board on September 28, 1997 in Rhodos (Greece) and modified on July 8, 2022 (meeting 84)

Preamble

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).

Article 1

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:

• The right to attend all Board meetings, to raise matters for discussion and to move motions for resolution.
• The right to reimbursement for travelling and accommodation expenses incurred for Board meetings.
• The right to reimbursement for travelling and accommodation expenses incurred for other meetings and events involving Board business, subject to prior approval by the President.
• The right to require the Secretary General to disclose information on any matter related to ELRA and its Distribution Unit. Such disclosure may be requested at a Board meeting, or by a written request. The corresponding information may be given to the person making the request or to the full Board. However, where such information relates to highly sensitive material protected by law, for instance the employees of the Distribution Unit, the Secretary General must first obtain the authorisation of the President to disclose such information.
• The right to require any Officer of the Board to disclose information on matters related to ELRA and its Distribution Unit. Such disclosure may be requested at a Board meeting, or by a written request. The corresponding information may be given to the person making the request or to the full Board. However, where such information relates to highly sensitive material which could have an impact on ELRA’s relations with suppliers, customers and/or the European Commission, as well as ELRA’s present or future competitiveness, the Officer is entitled to require the Board member to maintain absolute secrecy.
• The right to be informed on a regular basis about the financial, legal and operational situation of ELRA, in particular to be informed in advance about pending financial, legal or operational matters which could have a substantial impact on ELRA or one or more of its Colleges.

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.

Article 2

Elections

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

1. The schedule of the nomination and of the election processes are decided by the Board in due time considering the statutes and the bylaws, and the nomination process by ELRA members must start before the end of the calendar year when the Board term ends.
2. In that meeting, the Board inquiries its current members and determines which of them are eligible and willing to continue to serve in the upcoming term.
3. Consecutive Board service is limited to three successive terms (Article 9.4 of ELRA statutes).
4. To ensure a balance between continuation and renovation of the Board, ideally the renewal of the Board (9 members) is done every term (2 years) for one third (3 members). In case there are less than 3 members leaving the Board at the end of a given term, further outgoing members are determined by lot among those that served the highest number of terms, except the president. As far as possible, it should be ensured that the president and the treasurer are not replaced at the same time.
5. In that meeting, the Board can also decide on invitations, to selected colleagues, to be nominated as candidate to Board member, to complement the proposals that will be eventually received from ELRA members. There can be more nominated candidates than places to be filled in the upcoming term of the Board.

B. Nomination process

1. Nomination to be a candidate to be a Board member is by the Board, possibly taking into account nominations arrived by an email sent by at least three members to the President, not including the nominee (Article 9.3 of ELRA statutes)
2. A proposal from ELRA members for nomination must include a motivation statement and a declaration of acceptance to be nominated by the respective ELRA member.
3. Acceptance of proposals from ELRA members for nomination opens six (6) weeks before the election starts, when a first public call for proposal by the ELRA office also takes place.
4. Second public call for proposals by the ELRA office occurs four (4) weeks before the election starts.
5. Nominations to be a candidate to Board member by ELRA members close two (2) weeks before the election date (Article 9.3 of ELRA statutes).
6. After the period for nomination proposals is over, the Board meets to confirm the candidates for election according to the Statutes and the Bylaws.
7. If necessary or convenient, the Board can also decide on further invitations to be sent out, to complement those received from ELRA members, and to arrange a next meeting to finally decide on the candidates to be nominated.
8. The origin of the nominations, from ELRA members or from the Board, will not be disclosed for the election process.

C. Election process for the Board

1. If only as many nominations are made as there are places, no ballot is required and the nominees are all elected (Article 9.3 of ELRA statutes).
2. Otherwise an election is held, with each member voting for up to as many nominees as the number of places (Article 9.3 of ELRA statutes).
3. The Election of Board members is organized by the Board and can be held remotely, not necessarily during a General Assembly (Article 9.3 of ELRA statutes).
4. Given the international scope of ELRA, the election has to be held at least remotely and is open for a period of two (2) weeks for the votes to be casted online by ELRA members.
5. With the supervision of the President, Vice-President(s) and the Secretary, the election is organized by the ELRA office by resorting to trustworthy online voting technology.
6. Taking into account Article 9.1 and aiming at densifying Article 8.1.1 of the ELRA statutes, in a General Assembly, when voting is called, each institutional member casts 5 votes at once and each individual member casts 1 vote (ELRA bylaws). A fortiori, and to remove any doubt, for the election of Board members, the same rule applies.
7. The available places are filled by those nominees receiving the most votes. In case of a tie for the last available place, a runoff election is held, among those tied. In the case of a further tie, the issue is resolved by drawing lots (Article 9.3 of ELRA statutes).
8. Taking into account Article 9.1 and aiming at densifying Articles 9.2 and 9.3 of the ELRA statutes, the richness of contributions and the diversity of balance, including gender balance and continent balance, in the composition of the Board should be safeguarded and whenever possible these guidelines should be followed:
   • 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

1. At the first meeting following an “election” by General Assembly, the Board elects officers from among its members: a President, Vice-President(s), a Secretary, and a Treasurer. It may elect other officers as necessary (Article 10.1 of ELRA statutes).
2. At the first meeting following an election of Board members, since its start and until the President for the upcoming term is elected, this meeting is chaired by the President of the previous term, or by the Vice-President in her/his declared absence, who will be responsible to run the election process for the position of President of the upcoming term. The President of the upcoming term will start chairing this meeting as soon as she/he will be elected.
3. Candidates to President of the new Board term are Board members who are nominated by at least one other Board member in this meeting and are willing to serve as President of ELRA, except the President of the previous term who can
4. be candidate by just announcing his/her will to be so, provided she/he is not concluding his/her third term as Board member.
5. As a rule, any voting on Board members must be by secret ballot, and a fortiori this applies to the election of the ELRA President. Abstentions are not acceptable in the election of the President.
6. In case there are more than two candidates to President, the two candidates receiving the most votes will go through a second voting round.
7. Once the President for the upcoming Board term gets elected, the last act of the former president in this election process is to hand over to her/him copies of the statutes and the bylaws of ELRA and of the contracts with ELDA and any other third parties.
8. Once the President for the upcoming Board term gets elected, his first initiative is to submit to the voting of the Board, by secret ballot, the election of the remaining officers, Vice-President(s), a Secretary, and a Treasurer, proposed by her/him, until all officer positions are filled. Abstentions are not acceptable in the election of the officers. In case any of these officers happen to eventually resign before the end of the Board term, the President will repeat this procedure.
9. In case the President resigns before the end of the Board term, the Vice-President takes over his role until the end of the Board term. If the Vice-President happens also to resign, the election of the succeeding President takes place along guidelines 2.-6. above for a period until the end of the Board term.

E. Rules governing Board decisions

1. Each member of the Board has one vote when dealing with Board decisions.

Article 3

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.

3.6

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:

Article 4

Officers (“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.

Article 5

Ethics Committee

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.

Article 6

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.

Article 7

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.