Statutes for the Groningen Declaration network. Chapter I: definitions, name, seat, legal status and objective

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1 Statutes for the Groningen Declaration network As approved by the Groningen Declaration Network s Executive Committee on 11 January 2015 and adopted by participants at the Annual Groningen Declaration Network Meeting in Málaga, from 4 to 6 May 2015; most recent change art. 12E, 9 December 2015 We, Participants, Signatories and Executive Committee of the Groningen Declaration Network approve the following Statutes, based on the acceptance of common understanding, cooperation, integration, mutual respect, and exchange as the key driving forces for the Network. Chapter I: definitions, name, seat, legal status and objective Article 1: Definitions In these Statutes, the following terms shall have the following meanings: Bylaws: has the meaning ascribed to it in article 19 of the Statutes of the Network as amended from time to time. Code of Conduct: has the meaning ascribed to it in article 19 of these Statutes. Chair of the Network: has the meaning ascribed to it in article 17 of these Statutes. Committees: has the meaning ascribed to it in article 15 of these Statutes. Digital Student Data Portability: The secure movement of digital student records by the sharing of these data with third parties, either at the initiative of the student himself or as data sharing between established, trusted entities, to facilitate learning mobility and professional mobility. Digital Student Data Ecosystem: The network of all public and private stakeholders, including citizens, that have an interest in the production, management and consumption of digital student data as a means to better analyse and facilitate global human capital cross border mobility. Executive Committee: Has the meaning ascribed to it in article 12 of these Statutes. Ethical Principles Document: Has the meaning ascribed to it in article 20 of these Statutes. Groningen Declaration: The Declaration of Intent that brought together the participants in the founding seminar that was held in Groningen, The Netherlands and subsequently signed there by the first Signatories, on 16 April The Groningen Declaration served as starting point for the establishment of the Network that is the object of these Statutes. In writing: means by letter, by , or by message which is transmitted via any other current means of communication and which can be received in the written form. Network: has the meaning ascribed to it in articles 2 and 3 of these Statutes. 1

2 Secretariat: has the meaning ascribed to it in article 18 of these Statutes. Secretary: means the person mentioned in article 18 of these Statutes. Statutes: the Network s Statutes as amended from time to time. Task Forces: has the meaning ascribed to it in article 16 of the Statutes. Article 2: Name and seat The name of the Network is the Groningen Declaration Network, hereafter called: Network. The Secretariat is hosted by an organization that is a Signatory to the Groningen Declaration, with organizations taking turns in hosting the Secretariat on the basis of rotation. For the time being, the Secretariat is hosted by the Education Executive Agency (DUO) of the Netherlands, which is located in Groningen, the Netherlands. Statutes article 3: Status of the Network A. The Network has no legal personality; B. The Network is open to national, regional and local governmental institutions, intergovernmental organizations, international and national non-governmental organizations, academic institutions and research institutions, companies, and service providers in the public or private sector; C. The Network requires no treaty obligations of its participants; D. Commitments are undertaken on a voluntary basis. Article 4: Aim of the Network A. The aim of the Network is to develop and promote the aims and goals of the Groningen Declaration; B. To that end, the Network organises an Annual Network Meeting that: Seeks out and brings together stakeholders in the Digital Student Data Ecosystem; Stimulates participants to meet shared needs and overcome shared challenges, within their available human and financial resources; Discusses, recommends and develops desirable practices in cooperation with all participants; Supports action and cooperation that will lead to the adoption and implementation of the Groningen Declaration Principles; Collects and disseminates relevant information, best practices and experience; Represents the views of the Network in supporting Digital Student Data Portability and the Groningen Declaration. 2

3 Article 5: Benefits of the Network The Network provides its participants with: I) An Annual Network Meeting to establish contact with other participants; II) Guidance on identifying critical needs; III) An opportunity to match one participant s needs with another participant s resources; IV) An opportunity to contribute to the development of the concepts of Digital Student Data Depositories, Digital Student Data Portability and Digital Student Data Ecosystem; V) The opportunity to adopt common standards and procedures and to engage in pilots. Chapter II: the annual network meeting Article 6: The Annual Network Meeting A. The Annual Network Meeting shall be held on the convocation of the Executive Committee, unless otherwise decided; B. The organization of the Annual Network Meeting will be taken up by the local host of a given year, in close cooperation with the Network s Chair and Secretary and any other parties that want to contribute to the organization of the Meeting; C. At the Annual Network Meeting, the Secretary shall inform the participants about: I) The strategic directions and policies and the recommended actions to be taken by the Executive Committee; and II) Report about the activities and budget of the Executive Committee over the previous year. D. The Network Meeting shall be governed by rules proposed by the Executive Committee. Article 7: Financing the Network s Meeting and Events A. The organization of the Annual Network Meeting will be regulated by contract, with the parties mentioned in article 6 B; B. Signatories and participants take turns in covering the expenses for the Annual Network s Meeting within the limits of each stakeholder s human and financial resources; C. Other sources of financing may be sought by the Executive Committee, provided that they are compatible with the objectives of the Network; D. Sponsors may contribute to cover the Network s expenses, on condition of subscribing to the Network s Statutes, Bylaws, Code of Conduct and Ethical Principles Document; E. The Bylaws shall provide for the way sponsorships can be sought and for the benefits and duties for sponsors. 3

4 Chapter III: participation in the network Article 8: Participation A. All the Network s Meetings are by invitation only; B. Participants can be from any organization that believes in and subscribes to the objectives of the Groningen Declaration and the benefits of Digital Student Data Portability; C. Participation in the Network will be on the basis of organizational representation; D. Participants do not necessarily need to sign the Groningen Declaration to be involved in the Network; E. The Network shall accept applications for participation; F. Applications for participation can be submitted by public or private agencies, organizations or institutions. G. Applications for participation are to be submitted with the Network s Secretariat. H. The Executive Committee shall decide on applications, with due observance of the provisions in the Bylaws. Article 9: Signatories A. The Executive Committee routinely seeks to establish stronger links with selected parties that are in a position to bring about majority ((inter)national) participation in the Groningen Declaration initiative and in bringing about the Network s stated aims. The Executive Committee can invite such organizations to sign the Groningen Declaration. Upon signing, these organizations will thenceforward be indicated as Signatories; B. For any organization to be considered as a future Signatory, the Executive Committee expects that organization to submit a statement indicating their adherence to the Ethical Principles, prior to their admission as Signatory, as laid out in article 20, and also by pledging to adhere to it and to the Statutes, Bylaws, and Code of Conduct of the Network; C. Signatories may include national, regional and local governmental institutions, intergovernmental organizations, international and national non-governmental organizations, academic institutions and research institutions, companies, and service providers in the public or private sector. Article 10: End of participation in the Network A. Participation in the Network shall end on: I) Notice of termination by the participant; II) Notice of termination by the Network; B. A participant is to give notice of termination of participation in the Network with due observance of the procedure as stipulated in the Bylaws. C. The Executive Committee may terminate participation according to the procedures as laid down in the Bylaws. 4

5 Chapter IV: structure Article 11: Bodies of the Network The bodies of the Network are: A. All invited participants to the Annual Network Meeting, including the Signatories of the Groningen Declaration; B. The Network s Executive Committee; C. The Network s Chair; D. The Secretary of the Network; E. The Network s Committees; F. The Network s Task Forces. Article 12: The Executive Committee, Mission and Structure A. The executive body of the Network is the Executive Committee; B. The Executive Committee develops, steers and organizes the work of the Network and guides the co-operation between the participants within the Network; C. The Executive Committee shall facilitate for the Network to attain its objective and shall implement its strategic directions and policies; D. The Executive Committee shall consist of up to 10 members; E. The Executive Committee members will be selected from among Signatories that fall under either of the following 4 categories: Data providers (institutions); data custodians (depositories); data owners (representative student bodies, for instance student unions); and (inter)national (membership) associations active in the field of internationalization of (higher) education. Exceptionally, the EC may want to use its discretionary powers and consider membership to the EC by entities that do not fit in any of the aforementioned four categories, on condition that such a decision requires a qualified majority vote in session by all EC members; in the case of voting by distance communication, the condition mentioned in art. 14 C of these Statutes applies; F. Under the restriction that only the following categories qualify for selection: Data providers (institutions); data custodians (depositories); and data owners (representative student bodies for instance student unions); G. Executive Committee members may withdraw from the Executive Committee at any moment. In the event of such a withdrawal, It is incumbent upon the member to inform the Network s Secretariat of the withdrawal; H. Upon the withdrawal of an Executive Committee member, the Nomination Committee draws up a list of possible candidates that it recommends as replacements for the member that has withdrawn. The Nominations Council will submit that list to the Executive Committee which will then select from that list a candidate that will be appointed as a new member to the Executive Committee; 5

6 I. The Executive Committee shall include, as ex officio members: the Secretary; and one representative of the body that hosts the Network s Secretariat; J. The non-ex officio members of the Executive Committee shall be appointed for a period that shall not exceed three years, which may be subject to renewal one time; K. The Executive Committee shall draw up a rota of resignation in order to establish gradual rotation of membership; L. Members of the Executive Committee shall serve in their personal capacity; M. The Executive Committee shall meet at least twice a year on the convocation of the Chair. Observers may be invited to the meetings of the Executive Committee; N. The Executive Committee may hold meetings through distance communication, in accordance with such procedures as it decides. Article 13: The Executive Committee Responsibilities The Executive Committee shall: A. Create and appoint such committees or groups as it finds necessary for the performance of its functions, which may include members of the Executive Committee and other individuals as appropriate; B. Issue Bylaws, work plans, budgets and instructions for the Network and for Task Forces and Committees that have been established by it; C. Review the work of the Committees and Task Forces that have been established by it; D. Decide on proposals and recommendations from such Committees and Task Forces; E. Appoint the members of the Nomination Committee, taking into account this Committee s task to find candidates which reflect a balance in terms of professional background, geographical representation, and gender; F. Decide on recruitment, appointment and removal of the Executive Secretary; G. Recommend new participants to the Annual Network s Meeting; H. Supervise that participants respect the principles of the Network, and expulse participants in case of violation of these principles; I. If necessary, recommend amendments to these Statutes; J. Convene the Annual Network Meeting in accordance with these Statutes; K. Present a yearly Activity report; L. Present a yearly Financial Statement; M. Comment on and distribute the audit report or reports; N. Nominate the Chair for appointment; O. Appoint, following advice from the Nomination Committee, new members of the Executive Committee; P. The Network s Bylaws shall regulate the procedures for the immediately preceding articles. 6

7 Article 14: Operation of the Executive Committee A. Decisions of the Executive Committee shall be taken by a majority of 50 per cent plus one vote; B. Decisions can be made by acclamation, unless an Executive Committee member requests a vote by roll call; C. Decisions require the presence of at least half of its members plus one, when taken at a meeting, and require participation of three-quarters of the members when taken through distant communication; D. Decisions of the Executive Committee shall be based on available financial and human resources within the Network and shall take into consideration the need to safeguard the efficient use of these resources. Article 15: Committees A. The Executive Committee may form Committees on its own initiative or upon proposal of the participants. Existence, duties, powers, staffing and procedures of Committees shall be regulated by the Bylaws. B. Any decision from Committees that has an impact on spending or costs must be approved by the Executive Committee. Article 16: Task Forces A. The Executive Committee may form Task Forces on its own initiative or upon proposal of the participants and shall have the power to form or abolish its own Task Forces and mandate them with powers. Existence, duties, powers, staffing and procedures of Task Forces shall be regulated by the Bylaws. B. Any decision from Task Forces that has an impact on spending or costs must be approved by the Executive Committee. Article 17: Network Chair A. The Groningen Declaration Network Chair (the Chair) is the head and spokesperson for the Network. The Chair represents the Network in all forums, and chairs the Network Meeting and the meetings of the Executive Committee; B. The Chair shall be appointed by the Executive Committee for a period that shall not exceed three years, which may be subject to renewal once; C. The Chair shall serve in his or her personal capacity; D. The organization that provides the Secretary and houses the Secretariat shall not provide the Network s Chair. 7

8 Article 18: The Secretary and the Secretariat A. Organizations that are represented in the Network s Executive Committee may take turns in hosting the Network s Secretariat. B. The organization that hosts the Secretariat at a given moment in time automatically provides the Secretary for the duration of its hosting of the Secretariat; C. The Secretary is the head of the Network s Secretariat. The Secretary serves the Executive Committee and shall report to and be responsible to the Executive Committee for the activities of the Secretariat; D. The period in which an organization hosts the Secretariat and provides the Secretary shall not exceed three years, which may, by exception, be subject to renewal; E. The Secretary shall be the Depositary of the Statutes. The Depositary shall communicate all notifications relating to the Statutes to all participants. The Depositary shall also present a summary of these notifications at the Annual Network s Meeting; F. The Secretary shall: I) Implement the decisions of the Executive Committee; II) Execute instructions from the Chair; III) Receive new applications and draw up a list of candidate-participants to the Network, for approval by the EC; IV) Support the Committees and Task Forces established by the Executive Committee; V) Be responsible for the financial management and accounting of the Network; VI) Be authorised to issue statements and enter into obligations in the name of and on behalf of the Network within the scope of his or her mandate or as authorised by the Executive Committee; VII) Make an oral presentation at the Annual Network Meeting of the yearly activity of the Network. Chapter V: bylaws, code of conduct, ethical guidelines document, amendments, dissolution, entry into force Article 19: Bylaws A. The Executive Committee shall approve Bylaws, containing inter alia a Code of Conduct, which aims to regulate that which is provided for in these Statutes or regulate matters not provided for in these Statutes. B. Other regulations that the Executive Committee adopts in the independent execution of its duties, without the intervention of other bodies, are not considered to be part of the Bylaws. 8

9 Article 20: Ethical Principles Document An Ethical Principles Document shall be drawn up by the Executive Committee, which will be binding for all Participants in the Network. This Ethical Principles Document suggests how digital student data should be made accessible and how these should be maintained and kept secure. Prospective Signatories will be required to submit a statement indicating their adherence to these Ethical Principles prior to their admission as Signatory. Article 21: Amendments A. Amendments to the Statutes of the Network can only be adopted with a qualified majority of at least eighty per cent (80%) of the valid votes cast by the Executive Committee. When said quorum is not represented in such a meeting, a second meeting can be convened to be held no less than four (4) weeks and no more than six (6) weeks after the first meeting; this second meeting may pass the resolution with said qualified majority, irrespective of its members represented at the meeting. The convening notice for the second meeting shall notify that the resolution can be adopted irrespective of its members represented at the meeting and shall set forth the reason for this; B. A proposal to amend the Statutes can be submitted either by the Executive Committee or by means of a petition by the Network s participants. The conditions for submitting a petition shall further be defined in the Bylaws of the Network; C. An amendment to the Statutes shall not take effect until the Secretary has drawn up and executed that amendment. Article 22: Dissolution A. The Network may be dissolved by means of a decision of the Executive Committee; B. The Executive Committee is responsible for the settlement and shall act as liquidator; C. The Bylaws shall provide the regulations for the dissolution of the Network. Article 23: Entry into Force A. The proposal to create the Network under the mandate set out in these Statutes has been endorsed and the content of these Statutes has been approved by the Executive Committee on 11 January These Statutes enter into force at the Annual Groningen Declaration Network Meeting in Málaga, Spain, 4 to 6 May