The undersigned Parties :
have together decided to form, in accordance with the law of 25th October 1919, an international association subject to Belgian law with the purpose of furthering scientific and educational objectives. They have fixed the statutes as set forth herein:
Chapter I. General Principles
Article 1. Name
The Association shall be named "UNICA - Institutional Network of the Universities from the Capitals of Europe", hereinafter referred to as "the Association".
Article 2. Registered Headquarters
The headquarters of the Association are currently located at the Université Libre de Bruxelles, B-1050 Bruxelles, Av. Roosevelt 50. These headquarters can be located anywhere else in Belgium based on a decision of the Steering Committee to be published in the Annexes of the Belgian Official Journal.
Article 3. Purpose
The purpose of the Association is
The main characteristic of UNICA is that the member universities are located in the capitals of Europe. They may thereby profit from their situation and from the similar political and social environment with which they are each confronted. Special attention shall be paid to co-operation in fields which result from this situation.
Chapter II. Membership
Article 5. Admission
Membership of the Association shall be granted to:
Article 6. Termination of Membership
Membership may be terminated by written resignation to the Steering Committee, effective at the end of the calendar year.
Any member failing to pay the subscription at the end of the year for which the former is due may be excluded from the Association by decision of the General Assembly. The Assembly takes a decision only after having heard the member threatened with exclusion.
Article 7. Subscription
The annual membership fee shall be fixed by the General Assembly but shall not exceed 10'000 Euros.
Article 8. Rights and Duties
By virtue of their subscription, members have no other rights or duties in respect to the Association other than those which originate from law or from the present statutes. Resigned or excluded members as well as entitled parties of a resigned, excluded or disbanded member have no legal claim to any part of the nominal assets of the Association.
Chapter III. Bodies of the Association
The Association is embodied by two main entities, these being the General Assembly (section 1) and the Steering Committee (section 2).
Article 9. Composition
The General Assembly is composed of all the member universities of the Association. The members are represented by the President, the Rector or the Vice-Chancellor of the university or, in their absence, by a delegate duly invested with power to this effect.
Article 10. Functions
The General Assembly is the supreme body and the highest authority of the Association. The General Assembly determines the policy of the Association and takes all decisions concerning the organisation, the activities and the programmes of the Association. It exercises all powers which are not conferred or delegated by the present statutes to another body.
In particular, the General Assembly is solely competent for:
The General Assembly may delegate the daily management of the Association. With the exception of the powers mentioned in the preceding paragraph, the General Assembly may delegate all other powers which it especially designates.
Article 11. Meetings
The General Assembly meets once a year in ordinary session after prior notice given by the Steering Committee. An extraordinary general meeting may also be convened by the aforementioned Committee when necessary, or upon request of at least a third of the members. The Steering Committee establishes the agenda which shall be sent to each member at least two weeks prior to the meeting.
The meetings of the General Assembly are presided over by the President of the Association.
Article 12. Resolutions
The General Assembly shall pass resolutions by an absolute majority of the votes cast by the members present, each member holding one vote.
For the adoption of resolutions concerning the above mentioned issues, absent members may vote by proxy. In this instance, a member may be authorised to represent another member. However, no member may hold more than one proxy vote.
All the decisions of the General Assembly shall be kept in a file accessible to the members.
Article 13. Composition
The Steering Committee of the Association is composed of the President and five persons elected by the General Assembly. These persons must be engaged in the higher management of a member university on the day of their election. They shall be proposed by their university of origin. They shall attend the Steering Committee personally and shall act in a personal capacity. The Steering Committee may invite specialists to attend its meetings if necessary.
The Steering Committee may not include more than one representative from each member University. In accordance with Belgian law, at least one member of the Steering Committee should be of Belgian nationality and be proposed by a University located in Brussels.
The Steering Committee shall be elected for a period of two years. Its members may be re-elected twice.
When a member of the Steering Committee ceases his activity due to resignation, death or exclusion of his/her university, the General Assembly shall elect, in principle, a new member at its next meeting who shall complete the term of office of the member he/she is replacing.
Article 14. Functions
The Steering Committee is the executive body of the Association. It manages the activities of the Association, is responsible for the implementation of the decisions of the General Assembly. It consults member universities regularly. The Steering Committee shall, in particular:
Article 15. Meetings
The meetings of the Steering Committee are convened by the President as often as is necessary and at least twice a year.
Article 16. Decision Making
The decisions of the Steering Committee shall be taken validly in the presence of at least half its members.
The decisions of the Steering Committee shall be taken by a simple majority of the votes cast by the members present. In the case of a parity of votes, the President holds the casting vote.
These decisions shall be kept in a file accessible to the members.
Article 17. Appointment
The President of the Association is elected by the General Assembly for a period of four years. He/she shall be eligible for re-election once only.
He/she shall be selected from those persons holding or having held the office of Rector, Vice-Rector, Vice-Chancellor, President or Vice-President of one of the member universities.
Article 18. Powers
The President of the Association presides over the General Assembly and the Steering Committee. He/she shall represent the Association in relation with third parties.
If the President ceases his/her activities, a member of the Steering Committee shall take up his/her responsibility until a new President may be elected at the next General Assembly
Article 19. Appointment
The Secretary General shall be appointed by the Steering Committee. This appointment shall, however, be approved by the General Assembly at its next meeting.
Article 20. Status
The Secretary General is subject to the authority of the Steering Committee. Between the meetings of the aforementioned Committee, the Secretary General is subordinate to the President of the Association. He/she shall exercise his/her functions under the responsibility of the Steering Committee and the President.
Article 21. Functions
The Secretary General shall assume the responsibility for the daily management of the Association and have power of signature pertaining to his/her office; he/she shall manage the personnel. He/she may be authorised to represent the Association before its members or before third parties.
In collaboration with and under the authority of the President, the Secretary General shall
Article 22. Liabilities
All transactions which engage the responsibility of the Association and not concerning the daily management shall be signed jointly by the President and the Secretary General. These persons are not obliged to validate their powers with respect to third parties.
Article 23. Legal Representation
All legal proceedings, whether they be defence actions or law suits, shall be initiated or upheld in the name of the Association on behalf of the Steering Committee, by the President or by the Secretary General.
Article 24. The Group of International Relations Officers within the Association shall meet at least once a year at a work-session. The meeting shall be organised in collaboration with the Steering Committee and with the Secretary General. The meeting shall be presided over by the President of the Association or by a member of the Steering Committee.
Chapter IV. Internal Rules and Regulations
Article 26. In accordance with legal requirements and the present statutes, the Steering Committee shall present to the General Assembly certain internal rules or regulations which shall govern in particular :
See the Internal Rules section
Chapter V. Dissolution. Liquidation
Article 27. The Association may only agree to its dissolution in accordance with the procedure and the methods prescribed for the modification of the statutes of the Association. In such instance, the General Assembly shall designate the liquidator(s) and establish the powers of this (these) person(s). The appropriation of the nominal net assets of the Association shall be determined by the General Assembly.
Chapter VI. Miscellaneous and Transitory Provisions
Article 28. Financial Year of the Association
The financial year of the Association shall commence on 1st January and finish on 31st December. The first financial year shall commence 1st January 1999 and finish 31st December 1999.
Article 29. President. Steering Committee. Secretary General.
See the Board and General Secretariat section
Internal Rules and Regulations of November 27th, 1998 on the formation, the composition of and the powers conferred to working groups, workshops and Committees
Internal Rules and Regulations of November 27th, 1998 on the Election of the President and of the members of the Steering Committee
At least eight months before the General Assembly, during which the elections take place, the Steering Committee shall invite all member universities of the Association to propose a candidate from their university for the position of President and for that of member of the Steering Committee. It shall also inform the member universities of the President's intentions if he/she is re-eligible and of the intentions of the members of the Steering Committee. A University may also propose as President a maximum of one person and as members of the Steering Committee a maximum of two persons, drawn from another institution. Proposals must reach the Secretary General of the Association at least two months before the General Assembly.
The nominations shall be sent to the Secretary General in a sealed envelope. This nomination letter shall contain a statement indicating that the nominee is willing to carry out in person the mandate for which he/she is proposed. The envelopes shall be opened during a meeting of the Steering Committee. The Steering Committee shall control the validity of the candidatures in conformity with the statutes.
The out-going Steering Committee draws up the list of candidates and circulates it to the members of the Association at least one month before the General Assembly.
2. Quorum and Procedures of Election
The election of the President and the Steering Committee is valid only if one half of the member universities participates in the vote either through the presence of a representative or by proxy. Blank voting slips are not taken into account. The election is held during the General Assembly by secret ballot.
If the quorum is not met at the General Assembly, the election will be effected by circulating written procedures under the responsibility of the Steering Committee.
3. Procedure for Election of the President
For the election of the President, in the first round of voting, an absolute majority (half the votes plus one) is required. If none of the candidates obtains an absolute majority in the first round, then a second round shall be held between the two candidates obtaining the most votes in the first round. The candidate with the relative majority in the second round (a difference of one vote) shall be declared President.
4. Procedure for Election of the Members of the Steering Committee
For the election of members of the Steering Committee, the five persons who have obtained the most votes are elected. The composition of the Steering Committee shall respect, as far as possible, the geographical balance between the different regions of Europe.
5. Complementary Elections
If any member of the Steering Committee should renounce or be unable to continue to serve for the remainder of his/her term, a complementary election will be held during the General Assembly following his/her departure and/or resignation.
If the President renounces or is unable to continue his/her function, a member of the Steering Committee shall take up his/her responsibility until elections may be held at the next General Assembly (according to the procedures in Articles 2 and 3 of this).
The present internal rules and regulations, adopted at the General Assembly in Vienna on 27th November 1998, come into force on 1st January 1999.