Minerals4EU - Guidelines on membership structure

Minerals4EU FP7-NMP.2013.4.1-3

Minerals Intelligence Network for Europe

Deliverable 2.2

Guidelines on Membership Structure

Title of the project: Minerals Intelligence Network for Europe – Minerals4EU Grant Agreement number: 608921 Funding Scheme: FP7-NMP-2013: 4.1-3 –CSA (COORDINATING) Start date: 01.09.2013 Duration: 24 months Document title: Guidelines on Membership Structure Workpackage: WP2 Author(s): Compiled by David Ovadia / Luca Demicheli Date of delivery: 28.11.2014 Dissemination level: PU1

Reviewed by: WP2 Partners Status of the document: Final Document location: Folder: Minerals4EU/Deliverables Project web site: http://www.minerals4eu.eu

1 PU=public, PP= Restricted to other programme participants (including the Commission Services), RE= Restricted to a group specified by the consortium (including the Commission Services), CO= Confidential, only for members of the consortium (including the Commission Services)

http://www.minerals4eu.eu/


Contents 1. Revision History ........................................................................................................................ 1

2. Introduction .............................................................................................................................. 1

3. Structure ................................................................................................................................... 2

4. Membership ............................................................................................................................. 2

4.1 Core Members ........................................................................................................................ 3

Voting Rights: ........................................................................................................................... 3

Obligations: .............................................................................................................................. 3

Benefits ..................................................................................................................................... 3

4.2 Associate Members ................................................................................................................ 4

Voting rights ............................................................................................................................. 4

Obligations: .............................................................................................................................. 4

Benefits: .................................................................................................................................... 4

5. Users (Clients) ........................................................................................................................... 5

6. Conclusions ............................................................................................................................... 5

1 Work Package 2: Sustainable Minerals Intelligence Network November 2014


1. Revision History

Due to a series of unexpected and unavoidable circumstances, the finalisation of Deliverables

2.1 and 2.2 of the Minerals4EU Project was delayed. The consortium partners involved in Work

Package 2 (WP2), responsible for those Deliverables, agreed to take corrective measures in

order to submit a preliminary version of the two documents to the Minerals4EU Project

Manager for subsequent forwarding to the European Commission (EC) by 23rd October 2014.

This date was selected to allow the Directors of the Geological Surveys of Europe to deliberate

on their content during the EuroGeoSurveys (EGS) General Meeting on 21st October 2014,

before the submission of the final versions of the Reports to the EC. The EGS Directors endorsed

the preliminary drafts at that meeting, with a few comments that have now been incorporated

in this Report.

This document is therefore a longer and revised version (final draft) of the preliminary report

prepared by the Drafting Team and reviewed by all WP2 Partners , enabling it to be sent in its

final form to the EC via the Project Coordinator on 28th November 2014.

It should be noted that, although the Deliverable is submitted to the European Commission on

28th November 2014, there are several aspects of it that remain work-in-progress because the

nature of the project implies continuous interactions and consultations with EC services and

external stakeholders, as well as with the project partners themselves. Evolving boundary

conditions might also influence the content. All partners however agree and understand that

fundamental modifications will not be possible after the formal submission to the EC, unless

specifically recommended by the EC itself.

2. Introduction

The Network is intended to be a permanent system under a well-defined organisational

structure. Thus, a clear dialogue and agreements between the network operators and the

suppliers of raw or processed data, knowledge and expertise on which the network depends has

to be ensured. Furthermore, since the raison d'être of the Network is to supply minerals

information, related services and mineral raw materials expertise to its users (clients) there

must be clear guidelines on the supply conditions. This Report sets out the category definitions,

roles, responsibilities and conditions for the supply and user sides of the Network, as far as the

membership is concerned.

For the avoidance of doubt, we refer throughout this Report to the “Permanent Network”. The

extent to which this is a physical body in Brussels or elsewhere, a virtual network or a hub-and-



spoke system has been described provisionally in Deliverable 2.1 but is still subject to emerging

thinking.

3. Structure

The Permanent Network will need to have a small operations team responsible for its day-to-

day running which reports through the Chief Executive (or Manager, if that term is preferred), to

the Governing Body, which is broadly equivalent to the Board of Directors of a small company.

This comprises elected representatives of the members of the Permanent Network.

The Governing Body will be able at its discretion to co-opt additional representatives from

industry and commerce, in accordance with the conditions of the Minerals4EU project2.

Members of the Governing Body will serve on it for a fixed period of three years, and may be

eligible for re-election, in accordance with the conditions of its Articles of Association. In order

to avoid the entire Governing Body standing down after the initial three year period, one third

of it will initially serve for three years, one third for four years and one third for five years;

thereafter a triennial rotation will prevail. The size of the Governing Body has not yet been fixed

but is likely to be about six to eight people if it is to be both effective and representative. It

would be unworkable to have every, or even most, of the broader membership sitting on the

Governing Body.

4. Membership

At the time of writing this Report, WP2 Partners are undecided whether there should be a single

type of membership, open to all eligible organisations, or a two-layer structure with core and

associate membership. In the latter case, there is an on-going debate on the extent of core

membership in terms of it being the Geological Surveys members of EGS, or if it may extend to

others. To resolve these matters, Partners have been sent an opinion Poll, the results of which

will help to fine-tune the structure of the Permanent Network, but will not be available in time

for submission of this Report. Therefore, for the purposes of reporting, this document assumes a

two-layer structure with a core membership eligibility still to be determined.

2 The project proposal says with regard to WP2: “Moreover an Industrial Consultation Committee will be formed of

main stakeholders and end user industries who will have an important voice in determining the outputs of the network.”



4.1 Core Members Core membership will be open to all parties deemed eligible by the Governing Body, who elect

to participate in the long term supply and integration of data, information and expertise. It is

expected that all or most of the members of EuroGeoSurveys will elect to become core

members, but it is entirely possible for individual Surveys to opt in or to opt out at any stage if

their national policy so requires. The exact limitations for core membership are still being

developed, and advice will be taken from the EC and elsewhere.

The rights and obligations of the members will need to be precisely defined. In the event that a

core member does not honour its obligations, its membership may be terminated by a majority

vote of the core members. Where judged appropriate by the core membership, compensation

may be made by the Permanent Network to the core member to cover the reasonable time and

costs of fulfilling its supply obligations. The rules for such compensation will be specified.

Voting Rights: In return for becoming a core member, the member will have a voting right to

appoint the Governing Body, whose membership may be drawn from the institutions according

to the Articles of Association3 of the Permanent Network, and to exercise its vote in any other

matter put to it by the Governing Body or the membership itself. Each member will have a single

vote and decisions will generally be taken by a simple majority, although on matters such as

significant changes of membership, policy or status, a two-thirds majority will be required

(equivalent to a Special Resolution in a company). The core members may, if they so wish,

appoint another organisation to exercise their vote as a mandated or discretionary proxy.

Obligations: Each core member will undertake to supply to the Permanent Network, to the

best of its ability and in accordance with the legal statutes of its nation state, those data, in-kind

or financial support that are requested of it by the Governing Body. The core member may

impose reasonable conditions on such supply, in particular relating to confidentiality and IPR

protection. In the event that a core member is unable or unwilling to meet its obligations, its

core member status may be reviewed by the Governing Body that may make recommendations

to the core membership as a whole. Where judged appropriate by the Governing Body,

compensation may be made by the Permanent Network to the core member to cover the

reasonable time and costs of fulfilling its obligations.

Benefits: By virtue of their ability to appoint the Governing Body, which in turn controls the

operation and strategy of the Permanent Network, the core members exercise full control over

the boundary conditions of the Permanent Network. Through this Network, the individual

3 The Articles of Association will be drawn up with legal advice once the exact legal status of the Permanent Network

is established, but in general terms will be similar to those of a small, not-for-profit company, owned collectively and in equal shares by the core members.



members are able to discharge in full or in part their obligations to disseminate relevant national

data.

4.2 Associate Members Any individual or organisation may apply to the Governing Body to become an associate

member, which does not confer any voting rights. This may include local, national and sub /

trans-national European public sector organisations, academics, professional organisations,

mining and exploration companies, their trade associations, or other specialist commercial

entities. The Governing Body may invite any other organisation or individual to become an

associate member, where to do so would add value. Associate membership is not limited to

those in Europe and could include, for example, OAGS, CCOP, ASGMI, USGS, WTO, WEF or

international academic, professional or commercial organisations.

Voting rights: none, although at the discretion of the Governing Body, associate members may

be invited to contribute, speak and otherwise participate in the activities of the core member

group of the Permanent Network.

Obligations: Any obligations on the associate member will be discussed and agreed bilaterally

with the Governing Body as a condition of membership. Obligations could include, for example,

the supply of statistical expertise, data not available through Geological Surveys, exploitation

facilities, technical assistance, relationship benefits to other projects or networks, etc. The

important point is that all obligations should be clear, fully discussed and agreed to, so that they

can be identified and reported. Where judged appropriate by the Governing Body,

compensation may be made by the Permanent Network to the associate member to cover the

reasonable time and costs of fulfilling its obligations. Alternatively in certain cases, a

membership fee may be payable.

Benefits: Associate members will be kept fully informed of all activities on the same basis as

core members, including having access to the Network’s data subject to confidentiality, licence

agreements and payment of fees as appropriate. The relation of the Network´s data concerned

by this rule compared to the published data, still needs to be defined.



5. Users (Clients)

Users (clients) are not members of the Permanent Network but those who will benefit from its

activities, principally through access to data, information, expertise and technical or non-

technical advice from the Permanent Network itself or with its wider network of members.

Users will include a wide range of public and private sector bodies, local, national or sub / trans-

national public bodies, academia, consultants, companies, media and many others who wish for

ad hoc or subscription services from the Network. In consultation with the European

Commission, which is seen both as a user and a partner in the Network, the Governing Body will

be responsible for setting usage policies and for deciding if pricing policies should be applied,

whether by licence agreement, one-off payments or contract arrangements. In case it is decided

that a pricing policy is applied, the Governing Body can set differential rates for academic

research, public sector use or commercial gain. However, at this stage, there is no intention to

charge for basic data in digital form delivered on-line.

Provision will be made in the business model for certain users, with the agreement of the

Governing Body, to act as third party value added re-sellers of the information, against the

payment of licence or usage fees to the Permanent Network. It is anticipated that various

commercial organisations will wish to build products that incorporate information supplied by

the Permanent Network alongside information sourced elsewhere, for example topographic,

satellite derived data, social, economic or political indicators.

6. Conclusions

This Report, which represents work-in-progress, contains reference to several as-yet unresolved

matters, particularly relating to membership and governance. This reflects a variety of opinions

from the Minerals4EU Partners who come from a diverse range of independently minded

organisations. Convergence will be achieved only slowly. Nevertheless, the basic principles of

the Permanent Network have been agreed; that it will be governed by elected representatives

of the Project Partners, that it will be open to eligible organisations beyond the current

Partnership, that it will require a small team for day-to-day operations, that it will involve

industry and that it will service effectively the needs of users. In achieving this level of

agreement, an important step has been taken towards setting up the desired Permanent

Network, which becomes the subject of the next phase of work for WP2.

Documents

Minerals4EU - Guidelines on membership structure