Statutes of the Microbial Resource Research Infrastructure – European Research Infrastructure Consortium MIRRI-ERIC

(2022/C 269/01)

Contents

PREAMBLE 3

CHAPTER 1 ESSENTIAL ELEMENTS 3

Article 1 The name of the ERIC 3

Article 2 The statutory seat 3

Article 3 The tasks and activities of MIRRI-ERIC 4

Article 4 Duration 5

Article 5 Winding up 5

Article 6 Liability of Members and Observers 5

Article 7 Access Policy 5

Article 8 Scientific Evaluation Policy 6

Article 9 Dissemination Policy 6

Article 10 Intellectual Property Rights 6

Article 11 Employment Policy 7

Article 12 Procurement Policy 7

CHAPTER 2 MEMBERS AND OBSERVERS 7

Article 13 Conditions for becoming a Member or an Observer 7

Article 14 Rights and obligations of Members 8

Article 15 Rights and obligations of Observers 8

Article 16 Withdrawal of a Member or an Observer / Termination of Membership or Observer status 9

CHAPTER 3 GOVERNANCE AND MANAGEMENT OF MIRRI-ERIC 9

Article 17 The Assembly of Members 9

Article 18 The Executive Director 11

Article 19 The National Coordinators Forum 11

Article 20 Central Coordinating Unit 12

Article 21 Advisory Board 12

Article 22 Ethical Board 12

Article 23 Rules of Operation 13

CHAPTER 4 FINANCE 13

Article 24 Resources of MIRRI-ERIC 13

Article 25 Financial Contributions 13

Article 26 Budgetary principles, accounts and audit 14

Article 27 Tax Exemption and excise duty exemption 14

Article 28 Reporting to the European Commission 14

CHAPTER 5 POLICIES 15

Article 29 Research Data Policy 15

Article 30 Personal Data Policy 15

Article 31 Ethical Policy 15

Article 32 Acquisition Policy for Resources 16

CHAPTER 6 FINAL PROVISIONS 16

Article 33 Definitions 16

Article 34 Language 17

Article 35 Amendments to the Statutes 17

Article 36 Applicable Law, Disputes 17

Annex 1 - List of Members, Observers and their representing entities 18

Annex 2 - Financial Contributions of the Members and Observers 19

Annex 3 - Annual contributions of the Members hosting the CCU 21

PREAMBLE

The Kingdom of Belgium,

The French Republic,

The Republic of Latvia,

The Portuguese Republic,

The Kingdom of Spain,

HEREINAFTER REFERRED TO AS THE ’MEMBERS’,

WHEREAS microbial genetic resources and their related data are key elements for the further development of life sciences and biotechnology;

WHEREAS the current offer of microbial genetic resources is dispersed and no single country can offer a complete coverage of microbial diversity and associated services;

WHEREAS an overarching European organisation of the national distributed infrastructures is required to make best use of current capacity, bridge gaps and address the needs of biotechnology;

WHEREAS the European Strategy Forum for Research Infrastructures (ESFRI) roadmap has identified MIRRI as the distributed European Research Infrastructure to support the study of microbial genetic resources;

WHEREAS the objective of MIRRI-ERIC is to establish, operate and develop a pan-European distributed research infrastructure that provides facilitated access to high quality microorganisms, their derivatives, associated data and services to underpin Research, Development and Innovation in microbiology, life sciences and biotechnology;

RECOGNISING that, for each Member, MIRRI-ERIC will enable them to coordinate and mutualise a comprehensive set of resources and services for the benefit of the European Research and Innovation ERA and its scientific community;

CONTRIBUTING to the structuring of the European research infrastructure landscape, to reach an efficient, synergistic and coordinated operation and sharing of resources, with transnationally harmonised practices oriented to scientific excellence for the benefit of the microbiology research community, industrial innovation and society at large;

CONSIDERING that MIRRI-ERIC will stimulate the scientific and technological development of the European regions, boost the competitiveness of product and service development in the different sectors of biotechnology and will act as a catalyst for investment and job creation in the European countries;

WHEREAS the Members request the European Commission to set up MIRRI-ERIC according to the EU Council Regulation 723/2009, as subsequently revised, as a European Research Infrastructure Consortium (ERIC) legal entity;

HAVE AGREED AS FOLLOWS:

CHAPTER 1

ESSENTIAL ELEMENTS

Article 1 The name of the ERIC The name of the Research Infrastructure shall be Microbial Resource Research Infrastructure – European Research Infrastructure Consortium, herein after called ‘MIRRI-ERIC’.

Article 2 The statutory seat The statutory seat of MIRRI-ERIC shall be located in the city of Braga on the territory of the Portuguese Republic, hereinafter referred to as ‘Member hosting the statutory seat’.

Article 3 The tasks and activities of MIRRI-ERIC 1. The mission of MIRRI-ERIC is to serve Bioscience and Bioindustry users by facilitating access to a broad range of high quality bioresources and data in a legally compliant way. By offering access to human expertise and providing a collaborative platform for long-term sustainability of microbial biodiversity MIRRI-ERIC will increase knowledge and promote professional development. 2. The principal task of MIRRI-ERIC shall be to establish, operate and develop a pan-European distributed research infrastructure of Microbial domain Biological Resource Centres (mBRCs) in order to ensure access to high quality resources and related services, as well as state-of-the art facilities. 3. MIRRI-ERIC shall have legal personality as from the date on which the Commission Implementing Decision setting it up as an ERIC takes effect. It shall have in each Member the most extensive legal capacity in accordance with the EU Regulation and the national law of that Member. It may, in particular, acquire, own and dispose of movable, immovable and intellectual property, conclude contracts and be a party to legal proceedings. 4. MIRRI-ERIC shall pursue its principal task on a non-economic basis. MIRRI-ERIC may carry out limited economic activities provided that these are closely related to its principal task and do not jeopardise its achievement. Any income generated by these limited economic activities shall be used by MIRRI-ERIC to support its mission. 5. MIRRI-ERIC shall carry out the following activities: a. promote legally-protected and regulative-compliant access to authentic microbial resources and associated data in mBRCs to maintain a comprehensive supply of biological material to the research community; b. construct the Collaborative Working Environment (CWE) and the MIRRI Information System (MIRRI-IS) to provide a single-access point to microbial resources and associated data, state-of-the-art microbial services, including digital services, and expert and technical platforms; c. ensure the complementarity of mBRCs as well as the interoperability of their data offers for the functioning of the MIRRI-IS; d. establish and implement quality management, including standardised procedures, best practices and appropriate tools to increase the quality of the resources, the associated data and performed services; e. establish relationships with other European Research Infrastructures and relevant organisations to increase the characterization of the genetic resources held in MIRRI-ERIC and increase the quantity and quality of the RI associated information; f. perform research matching and pooling services for public and private institutions and launch joint activities; g. provide external user access to the material, expertise and scientific facilities of the MIRRI-ERIC Partners that will be coordinated to enable researchers to carry out in-house research on microbial genetic resources; h. provide education and training to mBRCs staff, students and users, in the field of microbiology, such as taxonomy, identification and preservation techniques and in biotechnology, such as bioprospecting, exploitation, strain optimisation and fermentation; i. undertake any other related action necessary to achieve its mission. 6. The activities of MIRRI-ERIC shall be pan-European in scope and foster excellence in scientific research and bioindustry in the microbial field in Europe and continuously keep up with the demands of the academic and industrial communities. Thus, MIRRI-ERIC shall contribute to increased use and dissemination of knowledge as well as optimisation of the results of mBRC-based research activities throughout Europe and globally. 7. The activities of MIRRI-ERIC shall be guided by transparency, responsiveness, ethical awareness, legal compliance, openness, equal treatment and non-discrimination.

Article 4 Duration MIRRI-ERIC is established for an indefinite period of time. It may be wound-up in accordance with Article 5 of the Statutes.

Article 5 Winding up 1. The winding up of MIRRI-ERIC shall follow a decision by the Assembly of Members in accordance with Article 17(8)(c) of the Statutes and in compliance with the Applicable Law as defined in Article 36 of the Statutes. 2. Without undue delay and in any event within ten days after adoption of the decision to wind up MIRRI-ERIC, MIRRI-ERIC shall notify the European Commission about the decision. 3. Without prejudice to Article 6 of the Statutes, any assets and liabilities remaining after payment of MIRRI-ERIC’s debts shall be apportioned among the Members in proportion to their actual contribution to MIRRI-ERIC at the time of dissolution. 4. Without undue delay and in any event within ten days of the closure of the winding up procedure, MIRRI-ERIC shall notify the Commission thereof. 5. MIRRI-ERIC shall cease to exist on the day on which the European Commission publishes the appropriate notice in the Official Journal of the European Union.

Article 6 Liability of Members and Observers 1. MIRRI-ERIC shall be liable for its debts. 2. The Members and Observers are not jointly liable for the debts of MIRRI-ERIC. The Members’ and Observers’ financial liability for the debts of MIRRI-ERIC shall be limited to their respective contribution provided to MIRRI-ERIC as specified in Article 25 of the Statutes. 3. MIRRI-ERIC shall take appropriate insurance to cover the risks specific to the construction and operation of MIRRI-ERIC.

Article 7 Access Policy 1. MIRRI-ERIC shall make microbial biological material, associated data in databases, knowledge and services affiliated with or developed by MIRRI-ERIC Partners available to researchers, bioindustry institutions and EU decentralised Agencies such as the European Food Safety Authority or the European Centre for Disease Prevention and Control. MIRRI-ERIC shall ensure that conditions for the use of the microbial biological material set by the material providers and the data providers that affiliate their databases to MIRRI-ERIC are respected. 2. No provision in these Statutes should be understood as seeking to restrict the right of the Partners of MIRRI-ERIC to decide on providing access to any samples and data. 3. Microbial material shall only be distributed to bona fide individuals operating in a professional environment suitable for handling living material of the biohazard group involved. When appropriate, enhanced biosecurity measures will be promoted. 4. Requests from individuals and/or projects to access the scientific installations of the Partners of MIRRI-ERIC shall be evaluated. The evaluation procedure and the criteria used will be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes. In any case, the evaluation process shall consider scientific merit and shall be transparent, fair and impartial. 5. Access will be monitored and user satisfaction measured with a feedback mechanism as part of quality assurance for continuous improvement of access. 6. The Access Policy will be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

Article 8 Scientific Evaluation Policy 1. Every five years, a scientific evaluation of MIRRI-ERIC activities, services and platforms shall take place. The evaluation shall be done by a panel of independent international external evaluators of the highest quality. This panel will produce and submit the evaluation report to the Assembly of Members. 2. The Scientific Evaluation Policy will be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

Article 9 Dissemination Policy 1. MIRRI-ERIC shall promote its activities and its use in research, innovative projects and higher education. 2. The Dissemination Policy shall describe the various target groups, and MIRRI-ERIC shall use several channels to reach the target groups, such as the website, the Collaborative Working Environment portal, workshops and trainings, presence in conferences and social media. 3. The Dissemination Policy shall be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

Article 10 Intellectual Property Rights 1. Nothing in these Statutes shall be read to alter the scope and application of Intellectual Property Rights and Benefit-Sharing Agreements as determined under relevant laws, regulations and international agreements of the Members. 2. The exchange and integration of Intellectual Property between Members, their representing entities and Partners through relevant contractual provision shall be subject to the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes. 3. The Intellectual Property Rights of data, results and other knowledge produced and developed within the activities of MIRRI-ERIC shall belong to the entity/ies that has/have generated it. 4. The Intellectual Property Rights generated by users as a result of access to resources or scientific installations of MIRRI-ERIC shall be negotiated, aiming at a fair use by both the user and MIRRI-ERIC or the Partner concerned, taking into account their respective input. 5. MIRRI-ERIC shall provide guidance to researchers to ensure that research undertaken using material and data made accessible through MIRRI-ERIC is undertaken within a framework that recognizes the rights of data owners and privacy of individuals.

Article 11 Employment Policy 1. MIRRI-ERIC is committed to equality of opportunity and shall not discriminate against any person on the grounds of race, ethnic origin, gender, creed, disability, sexual orientation or any other ground. 2. The selection procedures of applicants for MIRRI-ERIC staff positions shall be transparent, non-discriminatory and will respect equal opportunities. 3. Employment contracts shall follow the national laws and regulations of the country in which staff is employed and usually carrying out its activities. 4. The Employment Policy shall be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

Article 12 Procurement Policy 1. MIRRI-ERIC shall treat procurement candidates and tenderers equally and without discrimination. The MIRRI-ERIC Procurement Policy shall respect the principles of transparency, non-discrimination and open competition. 2. The MIRRI-ERIC Procurement Policy shall be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

CHAPTER 2

MEMBERS AND OBSERVERS

Article 13 Conditions for becoming a Member or an Observer 1. In accordance with the Article 9(1) of the Regulation, EU Member States, associated countries, third countries other than associated countries and intergovernmental organisations may become a Member or an Observer of MIRRI-ERIC. 2. The Members, Observers and their representing entities are listed in Annex 1, which shall be kept up to date by MIRRI-ERIC. 3. Any country or intergovernmental organisation listed in paragraph 1 of this article wishing to become a Member or an Observer of MIRRI-ERIC shall issue a written request to the Chair of the Assembly of Members, in English, describing how it would contribute to MIRRI-ERIC tasks and activities as defined in Article 3 of the Statutes and how it will respect the obligations of Members or Observers as defined in Article 14 and 15 of the Statutes, respectively. The application shall be examined by the Assembly of Members, in consultation with the Advisory Board. The admission shall be subject to a decision by the Assembly of Members in accordance with Article 17(7)(g) of the Statutes. 4. The Chair of the Assembly of Members shall inform the applicant in writing about the decision (admission or refusal) of the Assembly of Members.

Article 14 Rights and obligations of Members 1. Without prejudice to any rights and obligations as stated in other provisions of these Statutes, each Member shall: a. appoint up to three delegates for the Assembly of Members and indicate the delegate who has voting rights on behalf of the Member; b. establish a National Node and appoint a National Coordinator, that will ensure that the Partners that are located on the Member’s territory provide access, within the applicable legal and ethical framework, to MIRRI-ERIC microbial biological resources and/or associated data and/or services under a common set of standards and conditions as further specified in the MIRRI-ERIC Partner Charter and approved by the Assembly of Members; c. ensure coordination of Partners via the National Node that will facilitate access to biological resources, related services and associated data; d. follow the rules concerning the use of the MIRRI-ERIC brand for those activities that are performed within the framework of MIRRI-ERIC; e. support the mission of MIRRI-ERIC and the implementation of the MIRRI-ERIC Work Program; f. make an annual financial contribution as specified in Article 25 of the Statutes; g. commit to a minimum term of five years of membership of MIRRI-ERIC. 2. Without prejudice to any rights and obligations as stated in other provisions of these Statutes or applicable laws, and in compliance with the modalities and/or conditions as stated in the Rules of Operation, or in decisions of the Assembly of Members, each Member has the right to: a. participate in the governance of MIRRI-ERIC, notably in the meetings of the Assembly of Members, with the right to vote; b. propose and elect the members of the bodies of MIRRI-ERIC; c. withdraw from MIRRI-ERIC in accordance with Article 16 of the Statutes; d. give access to MIRRI-ERIC and its services and data to its research community according to the Rules of Operation; e. let its research community participate in the adoption of relevant MIRRI-ERIC standards and best practice recommendations; f. participate in all activities of MIRRI-ERIC. 3. Each Member shall initially commit to a minimum term of five years of membership of MIRRI-ERIC. 4. After the initial term of five years, a Member can withdraw from MIRRI-ERIC as described under Article 16 of the Statutes.

Article 15 Rights and obligations of Observers 1. Each Observer shall strive to become Member and make an annual financial contribution as specified in Article 25 of the Statutes. 2. Each Observer has the right to: a. participate, without voting rights, in the meetings of the Assembly of Members; b. participate in certain activities of MIRRI-ERIC identified by the Assembly of Members. 3. Observers shall be admitted for a two-year period. An Observer may apply once for an extension of two years of Observer status. 4. The Observer status shall terminate upon the admission as a Member as provided for under Article 13 of the Statutes or upon withdrawal or termination of the Observer as provided for under Article 16 of the Statutes or after the end of Observer status as provided for under paragraph 3.

Article 16 Withdrawal of a Member or an Observer / Termination of Membership or Observer status 1. Any Member, after the initial five years of accession to MIRRI-ERIC, and any Observer may withdraw from the MIRRI-ERIC by giving a twelve months advance written notice to the Chair of Assembly of Members. The date of withdrawal shall coincide with the end of the financial year. 2. In case a withdrawal has been communicated within less than twelve months before the end of the financial year, the withdrawal will take effect at the end of the following financial year. 3. No Member or Observer of MIRRI-ERIC which ceases to be a Member or Observer shall be entitled to claim back the contributions that it has provided to MIRRI-ERIC. That Member or Observer shall remain liable to make all the contributions that were due while it was a Member or Observer of MIRRI-ERIC. 4. A Member that has announced its withdrawal has only voting rights for decision that have an impact on the Member. 5. The Assembly of Members may decide to terminate a Defaulting Member or a Defaulting Observer, according to Article 17(7)(h) of the Statutes on the condition that the Defaulting Member or Defaulting Observer has failed to rectify its breach within six months after it has received notice of such breach in writing by the Chair of the Assembly of Members. A Defaulting Member or Defaulting Observer that is terminated shall continue to contribute to MIRRI-ERIC activities and MIRRI-ERIC budget until termination has become effective. In this period, the Defaulting Member has no voting rights for decisions that do not impact on the Defaulting Member.

CHAPTER 3

GOVERNANCE AND MANAGEMENT OF MIRRI-ERIC

Article 17 The Assembly of Members 1. The Assembly of Members shall be the decision-making body of MIRRI-ERIC. It shall decide the long-term strategy, governance and development of MIRRI-ERIC. Those decisions shall be implemented by the Executive Director, assisted by the staff of the Central Coordinating Unit. 2. The Assembly of Members shall be constituted at the first Assembly of Members meeting after establishment of MIRRI-ERIC. 3. The Assembly of Members shall be composed of delegates of the Members of MIRRI-ERIC. Each Member shall be represented by up to three delegates appointed by the Members. Each Member of the MIRRI-ERIC shall have one undivided vote in the Assembly of Members. 4. Observers shall appoint one representative to attend the Assembly of Members meetings in an observing capacity. 5. The Chair of the Assembly of Members shall convene the Assembly of Members: a. in ordinary meetings at least twice a year; b. in extraordinary meetings, at any time, upon request by the Executive Director and after providing notice to the Members; c. in extraordinary meetings, at any time, upon request from at least one third of the Members. 6. Meetings of the Assembly of Members shall be quorate and decisions of the meeting binding on MIRRI-ERIC if the following conditions are met: a. two-thirds of the Members are in attendance at the meeting; b. Member States of the European Union and associated countries hold jointly the majority of the votes. 7. The Assembly of Members shall use its best efforts to achieve consensus on all decisions. Failing consensus, the Assembly of Members shall to a majority of two-thirds of the votes of Members present and voting: a. appoint, suspend or dismiss the Executive Director; b. establish further committees, working groups and other subsidiary bodies if deemed necessary, and define their composition and terms of reference; c. approve any amendments to the policies defined in these statutes; d. adopt the annual Work Program and budget of MIRRI-ERIC, together with a preliminary Work Program and forecast budget for the following year; e. approve the Rules of Operation, including the policies contained in them, and any amendments to the Rules of Operation, subject to these Statutes and Applicable Law; f. approve annual reports and accounts of MIRRI-ERIC; g. approve admission of new Members and Observers as well as renewed Observer status; h. terminate membership or observership of Defaulting Members and Observers, whereby the Defaulting Member shall abstain from voting; i. approve the contributions from Members and Observers other than cash contributions in euros, in accordance with Articles 25(5) and 25(6) of the Statutes; j. approve the staff establishment plan proposed by the Executive Director; k. approve the appointment of an external financial auditor and the duration of this appointment. 8. Decisions concerning the following matters shall require a unanimity minus 1 of the votes of Members present and voting: a. approve any amendment to these Statutes and its Annexes that are not mentioned under paragraph 7, taking into account that any amendments to the Statutes shall require the agreement of the majority of the EU Member States that are Members of MIRRI-ERIC; b. decide every five years on the budget for the coming 5 years and the resulting annual fee for Members and Observers; c. winding-up of MIRRI-ERIC. 9. The Assembly of Members shall elect by simple majority of the votes of Members present and voting the Chair and up to two Vice-Chairs from the delegations of the Members. A Vice-Chair shall substitute the Chair in his/her absence and in case of conflict of interest. The Chair and the Vice-Chairs shall be elected for a period of office not exceeding 2 years. Re-election shall be permitted once for a second term not exceeding 2 years. The Chair will remain part of the delegation of the Member but will not vote on behalf of this Member. 10. Decisions of the Assembly of Members on any matter other than those specified in paragraphs 7 and 8 shall be taken by a simple majority of the votes of the Members present and voting. 11. Decisions of the Assembly of Members affecting directly the rights and obligations of Observers in particular with respect to paragraphs 7(e), 8(b), and to Article 15(2)(b) of the Statutes, shall require prior consultation with these Observers.

Article 18 The Executive Director 1. The Assembly of Members shall appoint the Executive Director in accordance with Article 17(7)(a) of the Statutes. The Executive Director shall be the legal representative of MIRRI-ERIC. 2. The Executive Director shall: a. lead and administrate MIRRI-ERIC including the Central Coordinating Unit; b. appoint and dismiss staff in accordance with the conditions that shall be set out in the Rules of Operation and following the staff establishment plan as approved by the Assembly of Members in accordance with Article 17(7)(j) of the Statutes; c. prepare, in cooperation with the National Coordinators Forum, decisions, programs and policies for adoption by the Assembly of Members; d. implement decisions, programs and policies adopted by the Assembly of Members; e. request extra-ordinary meetings of the Assembly of Members, in accordance with Article 17(5) of the Statutes, f. prepare the agenda and the minutes of all Assembly of Members meetings for approval by the Assembly of Members; g. prepare and submit the annual report and audited account, for approval by the Assembly of Members, as provided for in Article 17(7)(f) of the Statutes; h. prepare and submit to the Assembly of Members proposals for the strategy on the collaboration with other Research Infrastructures; i. present the proposal from aspiring new Members or Observers in order to recommend admission to MIRRI-ERIC as will be described in the Rules of Operation; j. evaluate, together with the Advisory Board, the National Node and Partners of new Members according to the principles defined in the Partner Charter; and k. chair the National Coordinators Forum. 3. The Assembly of Members may entrust the Executive Director with additional tasks which shall be set out in the Rules of Operation. 4. The Executive Director shall, in particular, provide to the Assembly of Members: a. at the end of each financial year the draft Work Program including the budget for the following financial year, which shall include all expected revenues and expense items; b. at the beginning of each financial year, a statement of the audited account of the previous year, in accordance with Article 17(7)(f) of the Statutes.

Article 19 The National Coordinators Forum 1. The National Coordinators Forum shall be composed by the Executive Director and the National Coordinator of each Member. In the meetings of the National Coordinators Forum the National Coordinator might be accompanied by up to two experts that are officially appointed by the Member. The National Coordinators Forum shall be chaired by the Executive Director. The National Coordinators Forum will elect among its members up to two Vice-Chairs. 2. The National Coordinators Forum shall be responsible for: a. contributing to and supporting the Executive Director in the development of the draft annual Work Program and draft budget, together with a preliminary draft Work Program and draft budget for the following two years; b. supporting the Executive Director in the execution of the Work Program and for enabling efficient interaction between MIRRI-ERIC and the Partners. 3. The National Coordinators Forum shall convene in an ordinary meeting at least twice a year. The Executive Director shall convene the National Coordinators Forum meetings.

Article 20 Central Coordinating Unit 1. The Central Coordinating Unit of MIRRI-ERIC shall consist of two distributed sections, the Statutory Seat located in the city of Braga on the territory of the Portuguese Republic and the Collaborative Working Environment (CWE) Hub operated in the city of Paterna on the territory of the Kingdom of Spain. 2. The organisational structure, the location and physical infrastructure of the Central Coordinating Unit, as well as the cash and in-kind contributions of the Members hosting the statutory seat and the CWE Hub are described in annex 3. 3. The Central Coordination Unit shall assist the Executive Director in: a. the general management and administration of MIRRI-ERIC, including the financial management and financial reporting; b. the organisation of all governance and management meetings; c. the central point for communication with stakeholders, the follow up of market demand and the promotion of the infrastructure; d. the organisation and control of the user access system and common services; e. supporting services in the field of regulatory matters, quality management, ICT; f. the implementation of the Work Program.

Article 21 Advisory Board 1. In accordance with Article 17(7)(b) of the Statutes an independent Advisory Board shall be established to advise the Assembly of Members on any scientific and strategic matters relevant to MIRRI-ERIC. The Assembly of Members shall decide on the terms of reference of the Advisory Board. 2. The Advisory Board shall be composed of independent experts. They will appoint one expert as Chair of the Advisory Board. 3. The Advisory Board shall meet at least once a year.

Article 22 Ethical Board 1. In accordance with Article 17(7)(b) of the Statutes an independent Ethical Board shall be established to advise the Assembly of Members on any ethical matter relevant to MIRRI-ERIC. The Assembly of Members shall decide on the terms of reference of the Ethical Board. 2. The Ethical Board shall be composed of independent experts. They will appoint one expert as Chair of the Ethical Board. 3. The Ethical Board shall meet at least once a year.

Article 23 Rules of Operation 1. The Rules of Operation shall specify the organisation of the work between the Members, Observers, Governance and management bodies and Partners of MIRRI-ERIC, organise the management of MIRRI-ERIC, and define the modalities of cooperation between the Members, Observers, Governance Bodies and Partners. 2. The Rules of Operation, including their updates, shall be established by the Assembly of Members, in accordance with Article 17(7)(e) of the Statutes. 3. The policies mentioned under Articles 7 to 12 as well as under Articles 29 to 32 of the Statutes will be part of the Rules of Operation.

CHAPTER 4

FINANCE

Article 24 Resources of MIRRI-ERIC 1. The MIRRI-ERIC budget shall be used for the operation of MIRRI-ERIC. It mainly comprises the costs of the Executive Director, the Central Coordinating Unit and the implementation of the Work Programs. 2. MIRRI-ERIC resources shall consist of: a. annual Members and Observers financial contributions; b. contributions by the Members hosting the Central Coordinating Unit; c. grants and any other contributions from any third party, including donations from individuals and legal entities, subject to approval by the Assembly of Members; d. any income obtained by MIRRI-ERIC for services provided to third parties; e. voluntary contributions from Members or Observers.

Article 25 Financial Contributions 1. Each Member and Observer shall contribute to the MIRRI-ERIC budget. Unless otherwise agreed by the Assembly of Members, contributions shall be made in cash (Euro). 2. The contribution of each Member and Observer shall be in accordance with the financial contribution calculated as laid down in annex 2. 3. The level of contributions of the Members and Observers shall be established for a period of five financial years and approved by the Assembly of Members in accordance with Article 17(8)(b) of the Statutes. 4. In case of accession, withdrawal or termination of Members or Observers during an on-going five-year period, the contributions of the remaining Members and Observers shall remain unchanged. 5. When in accordance with the Work Program and the relevant rules as approved by the Assembly of Members, Members may contribute partly via In-Kind Contributions to the common MIRRI-ERIC budget. 6. In-Kind Contributions shall be considered only when in the form of effective and quantifiable contribution to MIRRI-ERIC, including seconded personnel, and agreed by the Assembly of Members. The Assembly of Members shall agree pursuant to Article 17(7)(i) of the Statutes an accounting system, rules for the acceptance of In-Kind Contributions and the attribution of their value.

Article 26 Budgetary principles, accounts and audit 1. The Financial Year of MIRRI-ERIC is the calendar year. 2. The budget of MIRRI-ERIC shall be subject to the requirements of Applicable Law, as defined under Article 36 of the Statutes, referring to preparation, filing and publication of accounts and the accounts shall be presented in compliance with the principles of transparency. 3. The accounts of MIRRI-ERIC will be audited annually by a recognised auditing body and shall be accompanied by a report on budgetary and financial management for the preceding Financial Year. 4. In accordance with Article 17(7)(f) of the Statutes, the Assembly of Members shall approve the audited accounts and report on budgetary and financial management for the preceding Financial Year within six months after the end of that Financial Year.

Article 27 Tax Exemption and excise duty exemption 1. VAT exemptions based on Articles 143(1)(g) and 151(1)(b) of Council Directive 2006/112/EC and in accordance with Articles 50 and 51 of Council Implementing Regulation (EU) No 282/2011, shall be limited to purchases of goods and services by MIRRI-ERIC as defined in Article 9(1) of Council Regulation (EC) No 723/2009 of 25 June 2009 on the Community legal framework for a European Research Infrastructure Consortium (ERIC) which are for the official and exclusive use by MIRRI-ERIC provided that such purchase is made solely for the non-economic activities of MIRRI-ERIC in line with its activities. 2. VAT exemptions shall be limited to purchases exceeding the value of EUR 300. 3. Excise Duty exemptions based on Article 12 of Council Directive 2008/118/EC, shall be limited to purchases by MIRRI-ERIC which are for the official and exclusive use by MIRRI-ERIC provided that such purchase is made solely for the non-economic activities of the MIRRI-ERIC in line with its activities and that the purchase exceeds the value of EUR 300. 4. Purchases by the staff members are not covered by the exemptions.

Article 28 Reporting to the European Commission 1. MIRRI-ERIC shall produce an annual report, containing in particular the scientific, operational and financial aspects of its activities. The report shall be approved by the Assembly of Members and transmitted to the European Commission and relevant public authorities within six months after the end of the corresponding Financial Year. This report shall be made publicly available. 2. MIRRI-ERIC shall inform the European Commission of any circumstances which threaten to seriously jeopardise the existence of the MIRRI-ERIC or seriously impair the achievement of the tasks of MIRRI-ERIC or hinder MIRRI-ERIC from fulfilling the requirements laid down in the Regulation. 3. If at any time during its existence, the MIRRI-ERIC is unable to pay its debts, the Executive Director shall immediately notify the European Commission in accordance with Article 17 of the Regulation.

CHAPTER 5

POLICIES

Article 29 Research Data Policy 1. MIRRI-ERIC will promote open source and open access principles for data and will foster knowledge transfer and the dissemination of data and information by liaising with existing European initiatives of relevance for biological data and bioinformatics. 2. MIRRI-ERIC shall adopt a policy to foster high-quality and beneficiary data providing all relevant information and associated metadata about the biological resources. MIRRI-ERIC shall promote integration with omics and other relevant datasets and harmonize with other digital infrastructures including at EU level. 3. Use and collection of MIRRI-ERIC research data shall be subject to European and national laws on data. Use of MIRRI-ERIC data by users who are not subject to EU legislation shall be subject to prior agreement to be concluded between MIRRI-ERIC and such user. That agreement shall notably provide for an obligation not to disseminate data without prior consent from MIRRI-ERIC. 4. The Data Policy shall be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

Article 30 Personal Data Policy 1. Use and collection of Personal data shall be subject to the EU council regulation 2016/679 on General Data Protection Regulation (GDPR). Use of Personal data by users who are not subject to EU legislation shall be subject to the conditions defined in chapter V of the GDPR. 2. The Personal Data Policy shall be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

Article 31 Ethical Policy 1. MIRRI-ERIC shall promote the implementation of applicable Codes of Conduct on Biosecurity. 2. MIRRI-ERIC shall assist mBRCs, users and National Nodes in complying with the various legal frameworks regulating access to biological material, including genetic resources, with regard to fair and equitable sharing of benefits arising from their utilization. MIRRI-ERIC shall ensure efficient, regulatory compliant, harmonized implementation of the Nagoya Protocol (1). 3. The Ethical Policy shall be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

Article 32 Acquisition Policy for Resources 1. MIRRI-ERIC shall focus on increasing taxonomic, geographic and ecological strain diversity. 2. The Acquisition Policy for Resources shall be set out in the Rules of Operation to be adopted by the Assembly of Members in accordance with Article 17(7)(c) and (e) of the Statutes.

CHAPTER 6

FINAL PROVISIONS

Article 33 Definitions For the purpose of these Statutes: ’Central Coordinating Unit’ means the operational secretariat of the MIRRI-ERIC as provided in Article 20. ’CWE’ or Collaborative Working Environment is the virtual work environment where users can communicate and access information. ’Defaulting Member/Observer' means a Member/Observer, which (a) is in default of the payment of its annual contribution, if the outstanding amount equals or exceeds the amount of contributions due for the preceding financial year; or (b) seriously fails in its obligations; or (c) causes or threatens to cause serious disruption in the operation of MIRRI-ERIC. ’Executive Director’ means the legal representative of MIRRI-ERIC. ’In-Kind Contribution’ means an accountable contribution provided in goods, commodities, or services. ’Member’ means an entity according to Article 13. ’mBRC’ means Microbial domain Biological Resource Centre, i.e. service providers and ex situ conservation facilities of micro-organisms, plant, animal and human cells as well as replicable parts of these (e.g. genomes, plasmids, viruses, cDNAs) and related information. ’MIRRI-IS’ or MIRRI Information System will be established, deploying an integrated, high-quality, automatically validated, manually annotated, semantic-rich, non-redundant microbiological resource database which provides all relevant information and associated contextual data (metadata) about a particular biological resource. ’National Node’ means an entity, either having legal personality or being part of an institute having legal personality, designated by a Member, which coordinates the MIRRI activities of the Partners on the territory of the Member and links these activities with the pan-European activities of MIRRI-ERIC. ’National Coordinator’ means the person who will be appointed by the competent authority of a Member and who will act as the operational liaison between the MIRRI-ERIC and the Partners that are located on the territory of the Member. ’Observer’ means an entity according to Article 13 of the Statutes. ’Partner’ means mBRC, person or institution providing resources or services or participating in joint projects and common activities of MIRRI-ERIC and that comply with the MIRRI-ERIC Partner Charter (2). ’Partner Charter’ contains the requirements and obligations for Partners and shall be a binding agreement between Partners and MIRRI-ERIC, through the National Node. ’Regulation’ means Council Regulation (EC) No 723/2009 of 25 June 2009 on the Community legal framework for a European Research Infrastructure Consortium, as subsequently revised. ’Rules of Operation’ means the rules adopted by the Assembly of Members to implement specific provisions of the Statutes (e.g. the functioning of the Assembly of Members, National Coordinators Forum and the Advisory Board). ’Work Program’ means the description of the strategy, planned activities, staffing and funding of MIRRI-ERIC.

Article 34 Language Without prejudice to regulatory requirements of the Member hosting the statutory seat, the working language of the MIRRI-ERIC shall be English.

Article 35 Amendments to the Statutes 1. Any amendments to the Statutes shall be, after agreement by the Assembly of Members, submitted to the European Commission for approval in accordance with the Regulation. 2. Any amendment of the Statutes shall take only effect in accordance with Article 11 of the Regulation.

Article 36 Applicable Law, Disputes 1. MIRRI-ERIC shall be governed by: a. European Union Law, in particular Council Regulation (EC) No 723/2009 of 25 June 2009 on the Community legal framework for a European Research Infrastructure Consortium ( ERIC); b. the law of the State where MIRRI-ERIC has its statutory sear in the case of matters not, or only partly, regulated by acts referred to in point (a); c. these Statutes and Rules of Operation. 2. The Members of MIRRI-ERIC shall as far as possible try to settle by amicable means any dispute which may arise from the interpretation or application of these Statutes. 3. The Court of Justice of the European Union shall have jurisdiction over litigation among the Members in relation to the MIRRI-ERIC, between the Members of MIRRI-ERIC and over any litigation to which the European Union is a Party. 4. European Union legislation on jurisdiction shall apply to disputes between MIRRI-ERIC and Third Parties. In cases not covered by European Union legislation, the law of the Member hosting the statutory seat shall determine the competent jurisdiction for the resolution of such disputes.

(1) The Nagoya Protocol on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from their Utilization to the Convention on Biological Diversity, entered into force on 12 October 2014

(2) To be adopted by the Assembly of Members