 | |||
The GIP ARRONAX’s constituent convention:
Version modified by amendment no. 1 dated 21 December 2009 and pending modification by amendment no. 2 dated 21 June 2013 to achieve compliance with law no. 2011-525 of 17/05/2011-version of:28/05/201
CONSTITUENT CONVENTION
of the “ARRONAX” public interest group
PREAMBLE
The State, the Regional Council of Pays de la Loire, the Loire-Atlantique department and the Urban Community of Nantes, CNRS, INSERM, the university of Nantes, CRLCC, the Ecole des Mines of Nantes and the teaching hospital of Nantes have decided to jointly undertake a project consisting in setting up a high energy/high intensity medical and radiochemical cyclotron in Nantes, hereafter “the cyclotron”.
Following the filing of the project in November 2001 and its favorable scientific assessment, officialized on 3 May 2002 by the Ministry responsible for research, a technical/economic feasibility study, co-financed by the Regional Council and the State (the regional prefecture) and led by the teaching hospital of Nantes, confirmed its technical feasibility and more precisely assessed its investment and operating costs.
When the project started, industrialists liable to use the cyclotron expressed their interest.
On 18 December 2003 the project was approved by the inter-ministerial committee for territorial planning and development (CIADT), which specified that 28% (€8.4 million) of the investment of €30 million inclusive of tax for the construction of the cyclotron would be financed by the State, and the balance by the local authorities, after deduction of European financing raised under the single programming document (SPD) of the Pays de la Loire’s European Regional Development Fund (ERDF).
The CIADT in particular approved the project on the basis of the financial commitments of some of the parties (cash and staff) for the operating phase.
The project was then the subject of an amendment to the contract between the State and the Pays de la Loire region. This amendment dated 27 November 2003 includes an initial financial installment of €3 million out of the €8.4 million funded as part of the mid-term revision of the 2000-2006 CPER.
By a decision of 9 July 2004, the President of the Regional Council of Pays de la Loire ratified and launched the project, which will be constructed on the north side of the teaching hospital of Nantes, on a plot provided by the said hospital under conditions set out in specific agreements.
The final investment, estimated at €36.9 million, breaks down as follows:
- State:……………………………………………………………….€8.4 million
- Pays de la Loire region: ……………………………€14.26 million
- EU ERDF: ……………………………………………………€7.49 million
- Regional Council of Brittany: ……………………………….€0.75 million
- Regional Council of Poitou Charente: ………………………€0.50 million
- Departmental Council of Loire Atlantique: ……………………….€2.00 million
- Departmental Council of Anjou: …………………………………..€0.30 million
- Nantes Métropole: ……………………………………….€3.00 million
- Angers Loire Métropole: …………………………………€0.20 million
The initial scientific leaders of the project are Messrs Jean-François Chatal (PU-PH, university of Nantes), Jacques Martino (director of SUBATECH, UMR 6457 Mines Nantes, IN2P3 CNRS, university of Nantes) and Jacques Barbet (director of research at CNRS, UMR INSERM U601, university of Nantes). The University of Nantes is the legal entity named as project leader.
The project was divided into two main phases:
- the design and construction of the cyclotron (period known as design and construction), construction project ownership being entrusted to the Pays de la Loire Regional Council, in accordance with the contractual arrangements provided for by the law of 4 July 1990; after completion of the construction and the equipment, unrestricted ownership of this investment will be made over to the State;
- operation of the cyclotron (operating period) to be entrusted to the university of Nantes or a legal entity formed for that purpose by the latter with its partners. That is the purpose of the grouping constituted by this document.
In phase 1, the co-funding partners entered into a “Convention concerning the ARRONAX cyclotron design and construction period in Nantes”, to sign off the genesis of the cyclotron project as explained above, to support the main stages of its launch, and to lay down the general terms and conditions of their cooperation for implementation of the project. This convention in particular institutes a steering committee made up of ten partners tasked with examining all questions concerning the design, planning and implementation of the cyclotron, until the first meeting of the governing body of the cyclotron’s operating entity (namely the grouping constituted hereunder). Article 5 of this convention states that it expires with the first meeting of the governing body of the cyclotron’s operating entity.
In parallel, the CNRS, INSERM, the university of Nantes, the CRLCC, the Mines Nantes and the teaching hospital of Nantes entered into a “Special convention on the financing of the transitional period and the operating period of the ARRONAX cyclotron of Nantes”. This convention lays down the financing principles of operation of the cyclotron (phase 2) and the measures required for start-up.
At the meeting scheduled for 28 September 2007, the project’s steering committee, duly noting the businesslike conduct of the construction work on the cyclotron machine and the building that will house it, should accordingly decide to set up the entity that will operate these facilities in order to:
- in the first instance, take the measures needed to start operating the cyclotron;
- in due course, operate the said facilities.
The steering committee did not wish for industrialists to be part of the said entity in order to avert any risk of competitive distortion.
That is why the parties have agreed to form a public interest group (GIP) that constitutes the operating entity of the ARRONAX cyclotron and thus determines the starting point of phase 2.
Therefore this constituent convention institutes the ARRONAX public interest group and, pursuant to the provisions of the two aforementioned conventions, cancels and replaces the “Special convention on the financing of the transitional period and the operating period of the ARRONAX cyclotron of Nantes”.
The grouping is henceforth governed by chapter II of law no. 2011-525 of 17 May 2011 on the simplification and improvement of the quality of law, decree 2012-91 of 26 January 2012 on public interest groups, the ministerial order of 23 March 2012 pursuant to article 3 of decree 2012-91 of 26 January 2012, and this convention.
BETWEEN
- The State, namely the Ministry of Higher Education and Research, located at 1 rue Descartes – 75231 – PARIS cedex 05, represented by the prefect of the Pays de la Loire region;
- The Pays de la Loire Region, a regional authority located at Hôtel de la région, 1 rue de la Loire 44966 -NANTES cedex 9, represented by the President of the Regional Council;
- The University of Nantes, a publicly-owned scientific, cultural and vocational institution, located at 1 quai de Tourville – 44000 NANTES, represented by its President;
- The Institut National de la Santé et de la Recherche Médicale, a publicly-owned scientific and technological institution, located at 101, rue de Tolbiac, 75654 – PARIS cedex 13, hereafter “INSERM”, represented by its Chair and CEO;
- The Centre National de la Recherche Scientifique, a publicly-owned scientific and technological institution, located at 3 rue Michel Ange 75794 – PARIS Cedex 16, hereafter “CNRS”, represented by its President;
- The Ecole nationale supérieure des mines de Nantes, a publicly-owned administrative institution, located at La Chantrerie 4, rue Alfred Kastler B.P. 20722 F-44307 – NANTES Cedex 3, hereafter “Mines Nantes”, represented by its Director;
- The Centre Hospitalier Universitaire de Nantes, a public healthcare facility, hereafter “the teaching hospital of Nantes”, located at 5 allée de l’Ile Gloriette 44093 – NANTES Cedex 1, represented by its Chief Executive;
- The Institut de Cancérologie de l’Ouest, a private collective healthcare facility – cancer treatment center, hereafter “ICO”, located at 2 rue Moll 49933 – ANGERS Cedex 9, represented by its Chief Executive;
hereafter individually termed “the party” or collectively “the parties”,
THE FOLLOWING HAS BEEN AGREED
PART I
Article 1 – Name
The name of the grouping is ARRONAX, hereafter the grouping or the GIP.
Article 2 – Objects
By pooling the skills, experience and technical, human and financial resources of its members, the grouping’s objects are:
- in the first instance, in the “operating start-up” period: to work out and finance the measures needed to launch the operating phase;
- subsequently, in the “operating” period:
- a) operate the high-energy/high-intensity medical and radiochemical-oriented cyclotron established in Nantes, and its facilities, for research purposes chiefly focusing on nuclear medicine and radiochemistry, these two areas not excluding other applications for the beams generated by the cyclotron;
b) host researchers on the themes mentioned in the previous paragraph;
c) conduct research and development work aimed at adding value to the high-energy/high-intensity medical and radiochemical-oriented cyclotron established in Nantes, and its facilities;
d) provide services, especially for hospitals or research centers, as well as industrialists, in particular by supplying radioactive elements and/or making its facilities available;
e) provide training services relating to use of the machine or its environment.
The grouping carries out all its general-interest non-profit-making activities on a regional, national and international scale.
Article 3 – Head office
The grouping’s head office is fixed at 1 rue Aronnax BP 10112 in SAINT HERBLAIN – 44817 cedex.
Article 4 – Term
The grouping is constituted for a term of 25 years from publication in the Official Journal of the notice of approval of the public interest group’s constituent convention.
Article 5 – Membership, resignation, assignment of rights, exclusion
Membership:
The grouping may, by a decision of the general meeting, accept new members whose activity relates to the GIP’s objects.
This procedure applies in the event of absorption of a member company by a third-party company or any similar operation, and also applies to total or partial merges involving establishments or legal bodies.
Exclusion:
On a proposal from the President, the general meeting may exclude a member for failure to fulfill its contractual obligations or for gross misconduct. The member concerned is heard first. The arrangements specified for withdrawal, the financial ones in particular, apply to the excluded member.
Withdrawal:
Any member may withdraw from the grouping for a legitimate reason at the end of a budget year, subject to serving the other members notice of its intention to withdraw eighteen months before the end of the financial year, and to the arrangements of the said withdrawal, the financial ones in particular, being approved by the general meeting.
Assignment of rights:
Rights may only be assigned:
- in accordance with the membership procedure as defined above, for assignment of rights to a third party;
- subject to the unanimous approval of the general meeting for assignment of rights to one of its members.
PART II
Article 6 – Capital
The grouping is constituted without any capital.
Article 7 – Rights and obligations
The statutory rights of the grouping’s members and the number of their votes at the general meeting are as follows:
| MEMBERS | STATUTORY RIGHTS | NUMBER OF VOTES |
| State | 1/8th | 1 |
| Pays de la Loire Regional Council | 1/8th | 1 |
| University of Nantes | 1/8th | 1 |
| CNRS | 1/8th | 1 |
| INSERM | 1/8th | 1 |
| ICO | 1/8th | 1 |
| Mines Nantes | 1/8th | 1 |
| Teaching hospital of Nantes | 1/8th | 1 |
In their reciprocal dealings, members are bound by the grouping’s obligations in the same proportions as above.
If the grouping has debts, the members’ contributions to the latter are based on their contribution to the grouping’s expenses.
The grouping’s members are not jointly and severally liable with regard to third parties.
Article 8 – The grouping’s resources
8.1. Members’ contributions
The members’ contributions can be made in any of the following forms:
- financial contribution to the grouping’s research programs;
- secondment of staff;
- provision of premises;
- provision of equipment;
- direct financial contribution to the operation of the grouping;
- any other type of contribution to the grouping’s operation and investment, the value thereof being assessed by mutual agreement.
The amounts and methods of each member’s contributions are specified every year when the budget is prepared.
8.2. External resources
The grouping can obtain some of its funding from external organizations, institutions or companies, or through contracts for services, insofar as such funding does not impose on the grouping any obligations incompatible with its objects as defined in article 2.
In particular, the GIP can obtain payment for sharing the right to use the cyclotron’s infrastructure assets with public or private third parties.
The services are the subject of contracts entered into by the director of the grouping.
The grouping may be granted aids by public authorities.
Article 9 – Staff
9.1. The grouping may, through secondment, be staffed by agents of the State, of local authorities or publicly-owned institutions in accordance with their articles of association and with the rules of public office.
Staff seconded to the grouping by its members conserve their status of origin. Their employer of origin continues to pay their wages, social security cover and insurance and retains responsibility for their career advancement.
All such staff are placed under the staff authority of the grouping’s director.
They are returned to their body or organization of origin:
- when the staff leasing agreement ends;
- by a decision of the general meeting on a proposal from the director;
- at the request of the organization of origin, with three months’ notice given to the GIP;
- if the said organization withdraws from the grouping;
- if the said organization is bankrupt, dissolved or taken over;
- at the request of the interested party, with three months’ notice given to the GIP.
9.2. Agents of the State, of local authorities or publicly-owned institutions may be seconded to the grouping, in accordance with their articles of association and with the rules of public office.
9.3. In addition to staff leased or seconded by GIP members, the grouping can hire its own staff.
The employment contract is signed by the director, who reports to the general meeting.
9.4. In order to facilitate access to training through research, the grouping can grant special individual allowances under the terms of article L. 412-2 of the Code of Research.
9.5. Subject to the provisions of secondment stipulated by the general statute of public office, and irrespective of the nature of the grouping’s activities, the grouping’s staff and its director, depending on his status, are governed by the current provisions of the Labor Code and where applicable by the collective agreement adopted by the grouping, under the conditions laid down by the constituent.
Article 10 – Premises and resources
10.1. Any premises and material or immaterial resources put at the disposal of the grouping by a member remain the property of the said member.
In the absence of a specific agreement, the GIP sees to the upkeep of such premises and the operation and maintenance of the resources put at its disposal.
10.2. Any equipment purchased or developed by the grouping belongs to the grouping. In the event of dissolution of the grouping, it is devolved in accordance with the rules set out in article 26.
Article 11 – Budget
The budget prepared by the grouping’s director includes all the planned revenue and expenses for the accounting period. It is approved every year by the general meeting, which also rules on decisions modifying the budget.
The budget fixes the amounts allocated to achieve the grouping’s specific objectives, distinguishing:
- operating expenses:
– payroll expenses;
– running costs;
- capital expenditure, where applicable.
Article 12 – Management
As the grouping neither makes nor shares any profits, any surplus revenue in an accounting period after deduction of the corresponding expenses is carried over to the next financial year.
Should the expenses exceed the revenue of an accounting period, the general meeting rules on the carry-forward of the deficit to the following financial year.
Article 13 – Bookkeeping
Bookkeeping is done by an accountant approved by the general meeting, under the rules of private law.
PART III
ORGANIZATION AND ADMINISTRATION
Article 14 – General Meeting
The general meeting is made up of representatives appointed by each of the grouping’s members, on the basis of two representatives per member having an undivided vote.
It administers the grouping; its members who represent the GIP’s legal-entity members are accordingly called non-executive directors (non-executive directors).
14.1 Composition
The general meeting is made up of representatives appointed by each of the grouping’s members, on the basis of two representatives per member.
The representatives are appointed for a renewable term of three years. In case of abandonment for any reason whatsoever, they are replaced under the same conditions for the remainder of the term of office.
The general meeting elects from among its members a president and vice-president for the same term.
The offices of president, vice-president and non-executive director are unpaid. However, the general meeting may grant allowances for assignments given within the framework of the budget it has voted.
By rights the following persons attend the general meeting in an advisory capacity:
- the director;
- the president of the scientific committee or his representative;
At the permanent or occasional invitation of the meeting’s president, or – subject to his consent – on a proposal from a non-executive director, the director or president of the scientific committee, external personalities may be invited to attend general meetings, according to the agenda. These external persons are subject to the same non-disclosure rules as the members. Any infringement of these rules leads to their definitive exclusion.
Permanent invitation:
By a prior decision of the general meeting, legal entities engaged in activities related to the grouping’s objects can be named Permanent Guests or Partners of the GIP. Permanent Guests and Partners attend general meetings in an advisory capacity and are subject to the same non-disclosure obligations as the members.
14.2 Attributions
The general meeting’s attributions include:
- appointment and dismissal of the grouping’s president and vice-president;
B. appointment, dismissal and determination of the powers of the grouping’s director;
C. naming the members of the scientific committee and the technical committee;
D. operation of the grouping;
E. fixing the starting point of the second phase, called the “operating phase”, of the cyclotron;
F. hiring staff on secondment or the grouping’s own staff;
G. adopting the annual program of activities and the corresponding budget, in particular the arrangements for allocating beam times;
H. approving the annual report;
I. fixing and modifying respective contributions;
J. equity investments in other legal entities;
K. approving the accounts of each financial year;
L. any modification of the constituent instrument;
M. decisions to modify or renew the convention, transform the grouping into another structure or early dissolution of the grouping, including the measures required for its liquidation;
N. admission of new members;
O. exclusion of a member;
P. the arrangements, the financial ones in particular, for withdrawal of a member of the grouping;
Q. the principles for fixing the schedule of prices for works and services.
More generally, the general meeting has authority for any questions concerning the grouping’s operation other than day-to-day matters.
14.3 Operation
The general meeting is convened by the president of the grouping on its own initiative or at the request of at least one quarter of the non-executive directors, to deliberate on a specific agenda.
Notice to attend the general meeting is sent by second-class post at least a fortnight before the date set for the meeting. The notice to attend includes the agenda and the venue of the meeting. Any additional documents can be emailed to the members before the date of the general meeting.
The general meeting only deliberates validly if half the legal entities are represented by at least one non-executive director in attendance.
The deliberations of the general meeting may, depending on the technical resources of the grouping, be adopted by means of secure videoconference clearly identifying its representatives, ensuring their participation in a collegial deliberation and guaranteeing uninterrupted and simultaneous transmission of the proceedings and the confidentiality of the votes when the ballot is secret.
If there is not a quorum, the general meeting meets again within a fortnight with the same agenda, and deliberates validly irrespective of the number of non-executive directors in attendance.
If the two representatives of a legal entity are unable to attend, the latter may give another non-executive director proxy to represent it. A non-executive director in attendance can only have a single proxy in addition to his own.
The two representatives of a grouping member have the undivided vote of the member that appointed them as defined in article 7.
Decisions are made by a simple majority of the votes of the non-executive directors in attendance or represented.
However, the decisions referred to in paragraph G and in article 18 paragraph 1 below are made by a two-thirds majority of the non-executive directors in attendance or represented, and those referred to in paragraphs I, L, M and N are made by a unanimous vote of the non-executive directors in attendance or represented. The same goes with regard to the decisions referred to in paragraph O, it being specified however that the decisions are validly made without the presence of the representative or regardless of the voice of the member whose exclusion is requested.
After each general meeting session, a record of decisions is signed by the president. The record is kept in a register at the head office of the grouping. Recorded decisions are binding on all the members.
A copy of the record of decisions is sent to each member within one month.
The minutes of the meeting, including a record of the proceedings and interventions during the general meeting, is submitted for approval to the following general meeting.
14.4 Emergency procedure
In an emergency, the president of the general meeting can make a decision in the name of the general meeting without first convening the meeting.
To that end, after informing in writing all the non-executive directors of the decision to be made, he must obtain written consent from the majority required for the type of decision in question. He must then send the non-executive directors the decision made, specifying the names of those who gave their consent.
A report on the said decision is presented by the president at the next general meeting.
Article 15 – President and vice-president of the grouping
The president of the grouping:
- convenes the general meeting as often as the interests of the grouping so require, and at least twice a year, to close the books and the draft budget;
- chairs the general meetings;
- asks the general meeting to deliberate on the appointment and dismissal of the grouping’s director;
- asks the general meeting to deliberate on the appointment of the members of the scientific committee;
- signs the record of decisions.
In the absence of the president, his duties are taken over by the vice-president.
In the event of vacancy further to resignation or death of the president, the vice-president fulfills the duties of the grouping’s president until such time as the latter is replaced by a decision of the general meeting.
Article 16 – Director of the grouping
On a proposal from the president of the grouping, the general meeting appoints a director who is not a non-executive director for a term of four years. He can be removed from office under the same conditions. Barring a decision to the contrary of the general meeting made by a two-thirds majority, the director’s term of office is only renewable once.
The director runs the grouping under the authority of the general meeting and under the conditions set by the latter. He can commission some or all of his powers to a deputy director. The arrangements for delegation of authority are fixed by the general meeting.
He attends the general meetings in an advisory capacity.
Once a year he submits a report on the grouping’s activity to the general meeting for approval.
He prepares the budget and submits any budgetary modifications he deems necessary to the general meeting.
He represents the grouping in its dealings with third parties.
In dealings with third parties, the grouping’s director commits the grouping by any act relating to its objects.
Article 17 – Scientific committee
The grouping has an advisory body called: scientific committee.
17.1. Composition
The scientific committee has up to fifteen members chosen for their expertise in the field of intervention of the cyclotron, including four members of the technical committee. At least one third of the scientific committee’s members are foreign personalities.
The members are nominated by the general meeting for a renewable term of three years.
The scientific committee’s members appoint a president and vice-president from among its members.
17.2. Attributions
On its own initiative or if so requested by the general meeting, it gives an opinion and makes suggestions concerning:
- the scientific activity of the grouping, more particularly on the scientific and technical aspects of the grouping’s projects and their relevance in relation to the state of science in fields such as radiochemistry, radiopharmacy and nuclear medicine,
- strategic questions of a scientific and technological nature in the aforesaid fields,
- and more generally, any problems submitted to it by the general meeting.
Its assessments and comments are presented at the general meeting.
17.3. Operation
The scientific committee is convened whenever the interests of the grouping so require, and at least once a year, by the president of the scientific committee.
The agenda and any relevant documents are sent to the members at least a fortnight before the date set for the meeting.
The president of the scientific committee may, in an advisory capacity, invite the director, the scientific leaders of the project, one or more of the grouping’s members or anyone whose presence he or any of its members deem useful.
The invited persons do not take part in the scientific committee’s deliberations.
The scientific committee meets validly if half of its members are in attendance.
The scientific committee rules by an absolute majority of its members in attendance or represented.
A member can only be represented by another member of the scientific committee. A member in attendance can only have a single proxy in addition to his own.
Each member of the scientific committee has one vote. The scientific committee draws up its internal regulations as and whenever necessary.
Minutes of each meeting are drawn up and sent to each member for approval within three months of each meeting of the scientific committee. They are then sent to the general meeting.
Article 18 – Technical committee
The grouping has a second advisory body: the technical committee.
The technical committee is made up of twenty members at the most, including:
- one representative from each of the grouping’s members that are engaged in cyclotron-related scientific activities. These representatives cannot be non-executive directors;
- and possibly representatives of legal entities outside the grouping that are engaged in cyclotron-related scientific activities, on the basis of one representative per legal entity.
The grouping’s director is invited as of right to technical committee meetings.
The composition of the technical committee is ratified by the general meeting on a proposal from the grouping’s director.
The committee’s members are appointed for a renewable term of three years.
The technical committee gives opinions on questions concerning the terms of use of the cyclotron by the grouping’s members and/or by third parties (allocation of hours, etc.) and the monitoring of operation of the cyclotron (behavior, failures, etc.). Decisions regarding these questions are made by the director. Any disagreements are submitted to the general meeting.
The committee is convened as and whenever necessary by the grouping’s director, on its own initiative or at the request of a non-executive director.
PART IV
Intellectual property
Article 19 – Publications and secrecy
19.1. Publication
The grouping’s members each undertake to give the others all the information needed to carry out joint research work, information they already have or obtain during the said research, inasmuch as they can do so freely notably with regard to any undertakings they may have given to third parties.
The grouping’s members each undertake not to disclose to third parties any information deemed confidential by the disclosing member.
This obligation does not apply to any information that the receiving party can prove:
- that it held before it was disclosed by the other party;
- is in the public domain;
- that it received it freely from a third party authorized to disclose it.
These provisions apply to the grouping’s members even in the event of their withdrawal/exclusion from the GIP or dissolution of the grouping.
For the duration of the grouping, any plans to release the results of the grouping’s activities (written publications, verbal communications, doctoral theses, dissertations) are subject to the prior consent of all the members. They must give their consent within thirty (30) days. After which time, and failing any response from the members, their consent is deemed given.
During that 30-day response time, any member may:
- refuse publication or release if the publication or communication contains proprietary information;
- refuse publication or release if the results are liable to lead to registration of a patent. Secrecy is then maintained by the members until the patent is registered, on the understanding that the registration formalities must be completed as soon as possible;
- refuse publication or release if the research is liable to be exploited for industrial purposes with secret technical documents. In that case, the members must jointly determine the proportion of the results making up the secret technical documents and the information that can be published or disclosed to third parties. In that case, the decision concerning the nature and duration of the secret falls to the general meeting.
In the latter case nevertheless, the staff of the grouping’s members may communicate their results to their line authorities in the form of a confidential report.
Publications must mention the grouping and the contributions of the members concerned.
19.2. Confidentiality
The grouping must ensure that any of its own staff or staff working on its behalf are bound by a strict non-disclosure obligation. Staff are more particularly bound by an obligation not to disclose to any natural or legal person outside the grouping any confidential information they may have obtained during the course of their duties or presence in the grouping.
Anyone taken in by the grouping who is not contractually or statutorily bound by the obligations set forth in this article must sign a specific undertaking with the grouping.
In the event of dissolution, the provisions of Article 21 apply to the grouping’s former members for two years after the dissolution.
Article 20 – Ownership and exploitation of the results of research work – Patents
20.1. Ownership of the results
The results of any research work done previously or outside the framework of the grouping are the property of the member who obtained them.
The results of research work done within the framework of the grouping, by one of its members, independently of any collaboration with another member, belong to the member who obtained them.
The results obtained jointly by the staff of one or more members are the joint property of the members concerned in proportion to their respective intellectual and financial contributions.
The results obtained jointly by the staff of one or more members and by the grouping’s own staff belong jointly to the member(s) concerned and to the grouping in proportion to their respective intellectual and financial contributions.
The results obtained jointly by the grouping’s own staff belong to the GIP. The general meeting decides the methods used to value them.
20.2. Exploitation of the results
Each member may use joint results without restriction and free of charge for its own research needs.
Each of the members must value the results obtained by its teams within the framework of the grouping, independently of any collaboration.
Exploitation of joint results is subject to the prior consent of the co-owners, who name one among them to represent them when dealing with potential industrial candidates interested in exploiting them.
For joint results that are patentable, the co-owners must consult one another to decide whether the said results should be the subject of an application for a patent.
In case of disagreement, any co-owner not wishing to have the results in question protected by a patent must so notify the other co-owners in writing within two (2) months of the disagreement arising, so that those who wish to can apply for a patent in their own names and for their own profit.
If they all agree, any applications for a patent are filed in the joint names of the co-owners. They must then draw up joint ownership rules at the earliest opportunity. They name one among them as the administrating organization and one as the organization tasked with valuing the patent.
PART V
Miscellaneous provisions
Article 21 – Internal regulations
Where appropriate, the director draws up internal regulations on the operation of the grouping, which is ratified by the general meeting.
PART VI
Dissolution – liquidation – condition precedent
Article 22 – Dissolution
The public interest group is dissolved:
1° When its constituent convention expires, if no renewal procedure has been instigated beforehand;
2° By a decision of the general meeting;
3° By a decision of the administrative authority that approved the constituent convention, inter alia if its objects no longer apply.
Article 23 – Liquidation
Dissolution of the grouping entails its liquidation, but its legal personality survives for the purposes of liquidation.
The general meeting decides on the liquidation arrangements and appoints one or more liquidators.
Article 24 – Devolution of property
In the event of voluntary or statutory dissolution or dissolution pronounced by the administrative authority, the grouping’s property is devolved according to rules laid down in the general meeting.