1.   There shall be a European Research Infrastructure called the European Spallation Source (ESS).

2.   The European Spallation Source (ESS) shall have the legal form of a European Research Infrastructure Consortium (ERIC) incorporated under the provision of Regulation (EC) No 723/2009 and be named European Spallation Source ERIC (‘the Organisation’).

3.   The Organisation shall have its statutory seat in Lund, Sweden.

4.   The working language of the Organisation shall be English.

1.   The task of the Organisation is to construct a high-intensity slow neutron source as described in the ESS Technical Design Report, an executive summary based on the ESS Technical Design Report dated 22 April 2013 which is attached as Annex 1, to a cost not exceeding EUR 1 843 million in January 2013 prices and to further operate, develop and decommission the facility. The construction costs are laid down in a cost book dated 13 March 2013 at 2013 prices that covers the overall expenditure. This cost book is the reference document for the members' contributions in cash and in kind.

2.   To this end the Organisation shall undertake and coordinate a variety of activities, including but not limited to:

and any other related action necessary to achieve its task.

3.   The Organisation shall construct and operate ESS on a non-economic basis. In order to further promote innovation as well as transfer of knowledge and technology, limited economic activities may be carried out as long as they do not jeopardise the main activities. Income from these activities shall be used in accordance with the Organisation's task.

4.   The Organisation shall undertake activities for peaceful ends only.

1.   The following entities may become members of the Organisation or they may become observers without voting rights:

Conditions for admission of members and observers are specified in Article 4.

2.   The Organisation shall have one Member State and at least two other Member States or associated countries as members.

3.   Member States or associated countries shall hold jointly the majority of the voting rights in the Council.

4.   Any member or observer may be represented by one or more public entities, including private entities with a public service mission, of its own choosing and appointed according to its own rules and procedures.

5.   The members and observers of the Organisation and their representing entities are listed in Annex 7. Annex 7 shall be kept up to date by the Chairperson of the Council.

1.   The terms for admission of new members are the following:

2.   Entities referred to in Article 3(1) who are willing to contribute to the Organisation, but are not yet in a position to join as members, may apply to the Council for observer status. The terms for admission of observers are the following:

The application shall describe how the applicant will contribute to the Organisation and its activities described in Article 2.

1.   A member may withdraw from the Organisation at the end of a financial year, following a request to be given to the Council three years prior to the withdrawal. Withdrawal can only take effect at the earliest on 31 December 2026.

2.   Observers may withdraw at any time, following a request to the Council six months prior to the withdrawal.

3.   The conditions and effects of withdrawal from the Organisation by a member, in particular its share in the costs of construction, operation and decommissioning of ESS and compensation for losses, shall be decided by the Council before the withdrawal of a member takes effect. That decision shall specify the member's share in the costs of decommissioning.

4.   The Council shall have the power to terminate the membership of a member or the observer status of an observer if the following conditions are met:

Before the Council makes a decision of termination of a member or an observer the member or observer shall be given the opportunity to contest such decision and present its defence to the Council.

1.   Rights of members shall include:

2.   The Founding Members commit to making the following contributions, cash or in-kind, towards the construction costs including the contributions for the pre-construction phase listed in Annex 4 and cash contributions for the pre-construction phase and construction phase listed in Annex 5:

All amounts refer to January 2013 prices.

The contribution of other members but Founding Members shall be in accordance with the membership contribution table that is laid down in Annex 6.

The pre-construction and construction costs include the total expenditures (personnel, costs, recurrent expenditure and capital expenditure) for the construction of ESS as specified in Annex 2. A list of approved in-kind contributions for the pre-construction phase is attached as Annex 4. A figure showing the estimated annual incidence of expenditure for construction, operation and decommissioning is included in Annex 2.

The basic rules and principles of in-kind contributions are laid down in Annex 3.

3.   Each member shall:

4.   Any resources of the Organisation, whether cash contributions or in-kind contributions shall be solely used to promote the task of the Organisation in accordance with Article 2.

1.   Rights of observers shall include:

2.   Each observer shall, if applicable, appoint one or more representing entities in accordance with Article 3(4).

1.   The Council shall be the governing body of the Organisation and shall be composed of up to two delegates from each member of the Organisation. The delegates may be assisted by experts.

2.   Delegates to the Council shall be appointed and have their appointments terminated according to principles decided by each member. Each member shall inform the Chairperson of the Council in writing of any appointment or termination of appointment of its delegates to the Council without undue delay.

3.   The Council shall meet at least twice a year, and shall be responsible in accordance with the provisions of these Statutes for the overall direction and supervision of the Organisation with respect to scientific, technical and administrative matters. The Council may issue instructions to the Director-General.

4.   The meetings of the Council shall be convened by the Chairperson. A meeting of the Council shall also be convened at the request of at least two members.

5.   The Council shall elect a Chairperson and a Vice-Chairperson from the delegations of the members. The Vice-Chairperson shall substitute the Chair in his/her absence and in case of conflict of interest. With their election, the Chairperson and the Vice-Chairperson become supra-partes and leave their delegations. The Chair and the Vice-Chairperson shall be elected for a period of office not exceeding two years. Re-election shall be permitted once for a second term not exceeding two years.

6.   The Council shall decide on its Rules of Procedure subject to the provisions in these Statutes.

7.   The Council may set up such auxiliary committees as may be necessary to accomplish the task of the Organisation. The Council shall define the mandate of such committees.

8.   Senior management staff, as defined by the Council, shall be appointed and may be dismissed by the Council.

9.   The following matters shall require approval of the Council by unanimous vote:

Any amendment of the Statutes shall be subject to the provisions laid down in Article 9(3) and Article 11 of Regulation (EC) No 723/2009 as amended by the Council on 2 December 2013 (Council Regulation (EU) No 1261/2013 (1)).

10.   Decisions concerning the following shall require a qualified majority of the votes:

11.   All other decisions of the Council shall require a simple majority.

1.   Each member shall, until the operation phase starts, be entitled to a number of votes corresponding to its contribution to the cost of pre-construction and construction stated in Article 6(2). Once the operation phase starts this apportionment of votes shall, in review of the contributions, be revisited by the Council. Further revisions should take place at least every five years.

2.   A ‘simple majority’ means a majority of more than 50 % of the votes of the members represented at the meeting and not more than half of the members voting against.

3.   A ‘qualified majority’ means a majority of at least 67 % of the votes of the members represented at the meeting and not more than half of the members voting against.

4.   A ‘unanimous vote’ means at least 90 % of the votes of the members represented at the meeting and no unfavourable vote.

5.   Any Council meeting shall only be quorate if delegates of 67 % of all members are represented.

1.   The Council shall, in accordance with Article 9(10)(a), appoint the Director-General of the Organisation according to a procedure adopted by the Council. The Director-General shall be the legal representative of the Organisation. The Director-General shall carry out the day-to-day management of the Organisation with due diligence and in accordance with these Statutes, the instructions and resolutions of the Council and applicable legal requirements.

2.   The Director-General shall prepare and submit strategic, technical, scientific, legal, budgetary and administrative decisions to the Council. The Director-General shall present an annual activity report to the Council, and shall once a year present an audited financial statement to the Council.

3.   In the event of the Director-General's post falling vacant, the Council may designate a person whose powers and responsibilities it shall determine to take the place of the Director-General.

4.   The term for the Director-General shall not normally exceed five years. Amendment or extension of contracts of employment or assignment shall be subject to approval by Council.

1.   The Council shall set up an Administrative and Finance Committee (AFC) composed of up to two delegates nominated from each member. The Chair of the AFC shall be appointed by the Council and will be supra-partes. The Committee shall advise the Council on all matters of administrative and legal issues and of financial management. The terms of reference of this Committee and its rules of procedure shall be adopted by the Council and incorporated into the Financial Rules.

2.   The Council shall set up a Scientific Advisory Committee (SAC) and a Technical Advisory Committee (TAC). These Committees shall consist of outstanding scientists not employed by or otherwise immediately connected with the Organisation and shall advise the Council in scientific (SAC) and technical (TAC) matters and other matters of importance for the Organisation.

The members of SAC and TAC together with their respective Chairs shall be appointed by the Council in accordance with the Rules of Procedure. The terms of reference and operation of the SAC and the TAC shall be adopted by the Council.

1.   The Organisation shall produce an annual activity report, containing in particular the scientific, operational and financial aspects of its activities. The report shall be approved by the Council and transmitted to the Commission and relevant public authorities within six months from the end of the corresponding financial year. This report shall be made publicly available.

2.   The Organisation shall inform the Commission of any circumstances which threaten to seriously jeopardise the achievement of the tasks of the Organisation or hinder the Organisation from fulfilling requirements laid down in Regulation (EC) No 723/2009.

1.   The Council shall establish detailed rules on procurement procedures and criteria which the Organisation shall be obliged to follow. This procurement policy shall respect the principles of transparency, proportionality, mutual recognition, equal treatment and non-discrimination.

2.   VAT exemptions based on Articles 143(1)(g) and 151(1)(b) of Council Directive 2006/112/EC (2) and in accordance with Articles 50 and 51 of Council Implementing Regulation (EU) No 282/2011 (3), shall be limited to purchases by the Organisation and by members of the Organisation which are for the official and exclusive use by the Organisation, provided that such purchase is made solely for the non-economic activities of the Organisation in line with its activities. VAT exemptions shall be limited to purchases exceeding the value of EUR 300. Excise duty exemptions based on Article 12 of Council Directive 2008/118/EC (4), shall be limited to purchases by the Organisation which are for the official and exclusive use by the Organisation, provided that such purchase is made solely for the non-economic activities of the Organisation in line with its activities and that the purchase exceeds the value of EUR 300.

1.   The Organisation shall be liable for its debts.

2.   The members' financial liability for the debts of the Organisation shall be limited to the value of each individual member's respective annual contribution agreed upon in the annual budget.

3.   The Organisation shall take appropriate insurance to cover the risks specific to the construction and operation of the ESS.

1.   The Organisation shall provide effective access for European and international researchers as well as other relevant users. Access to the ESS shall be based on peer-review evaluation with scientific excellence and feasibility as criteria and granted on the basis of an access policy adopted by the Council. The access policy shall reflect the undertakings in Article 2(2)(a).

2.   The ESS shall be open for access to others than members. Such access shall be open to European as well as international users and be available on the basis of the access policy adopted by Council.

1.   The members shall contribute to the operating costs of the Organisation proportionally to their use of the ESS. The general principles for the use of the facility and the apportionment of members' contributions to the operating costs shall be documented in a stand-alone policy agreed by the Council.

2.   The Council shall create the prerequisites to avoid a lasting and significant imbalance between the use of the ESS facility by the scientific community of a member and the contribution of that member to the Organisation.

1.   The Organisation shall be a facilitator of research and shall as a general rule encourage as free access as possible to research data. Irrespective of this principle the Organisation shall promote high quality research and shall support a culture of ‘best practice’ through training activities.

2.   The Organisation shall generally encourage researchers to make their research results publicly available and shall request researchers of member countries to make results available in the name of the Organisation.

3.   The dissemination policy shall describe the various target groups, and the Organisation may use several channels to reach the target audiences, such as web portals, newsletters, workshops, presence in conferences, articles in journals and magazines and daily newspapers.

1.   The term ‘intellectual property’ shall be understood according to Article 2 of the Convention Establishing the World Intellectual Property Organisation signed on 14 July 1967.

2.   The Organisation shall be the owner of all intellectual property emanating from setting up and running the ESS including, but not limited to, intellectual property produced by staff employed by the Organisation, except where covered by separate contractual agreements or where mandatory legislation or these Statutes state otherwise.

3.   In general open access shall be favoured for data collected as a result of the use of the ESS facility and, to the extent possible in case of software and computer programs created by the Organisation, open-source principles shall be considered.

4.   The Organisation shall adopt its own data and intellectual property rights policy.

1.   The Director-General shall submit to the Administrative and Finance Committee (AFC) the budget documents as detailed in the Financial Rules which shall be revised and subsequently be submitted to the Council with the AFC's comments and recommendations.

2.   The Council shall appoint external auditors who shall serve for a period of four years and may be reappointed. The auditors shall perform such functions as are laid down in the Financial Rules.

3.   The Director-General shall provide the auditors with such information and assistance as they may require in order to perform their duties.

4.   The accounts of the Organisation shall be accompanied by a report on budgetary and financial management of the financial year.

5.   The Financial Rules shall lay down all other arrangements relating to the Organisation's budget, accounting standards and finances including rules regarding preparation, filing, auditing and publication of accounts.

1.   The winding up of the Organisation shall be decided by the Council in accordance with Article 9(10)(h).

2.   Without undue delay and in any event within 10 days after adoption of the decision to wind up the Organisation, the Organisation shall notify the Commission about the decision.

3.   Assets remaining after payment of the debts of the Organisation shall be apportioned among the members in proportion to their accumulated annual contribution to the Organisation. In accordance with Article 16(2), liabilities remaining after including the Organisation assets shall be apportioned among the members in proportion to their annual contribution to the Organisation and be limited to the value of each individual member's respective annual contribution agreed upon in the annual budget.

4.   Without undue delay and in any event within 10 days of the closure of the winding up procedure, the Organisation shall notify the Commission thereof.

5.   The Organisation shall cease to exist on the day on which the Commission publishes the appropriate notice in the Official Journal of the European Union.

1.   The Organisation shall be an equal opportunity employer. A contract of employment shall be governed by the law of the country in which the employee habitually carries out his work in performance of the contract.

2.   Subject to the requirements of national legislation, each member shall within its jurisdiction facilitate the movement and residence of nationals of the members' countries involved in the tasks of the Organisation and of the family members of such nationals.

1.   The Court of Justice of the European Union shall have jurisdiction over litigation among the members in relation to the Organisation, between the members and the Organisation and over any litigation to which the Union is a party.

2.   Union legislation on jurisdiction shall apply to disputes between the Organisation and third parties. In cases not covered by Union legislation, the law of the State where the Organisation has its statutory seat shall determine the competent jurisdiction for the resolution of such disputes.

1.   A constitutional meeting of the Council shall be called by the host state as soon as possible but no later than 45 calendar days after the Commission decision to set up the Organisation takes effect.

2.   The host state shall notify the Founding Members of any specific urgent legal action that needs to be taken on behalf of the Organisation before the constitutional meeting is held. Unless a Founding Member objects within 5 working days after being notified, the legal action shall be carried out by a person duly authorised by the host state.