5.The Members of the ALADIN Consortium are the Parties to this MoU.
6.The initial Members are the signatories of this MoU at the time of its entry into force. They have all participated in the activities of the ALADIN project under the previous ALADIN Memoranda of Understanding and own accordingly all the common property rights and intellectual capital accumulated under these previous MoUs, in proportion of their respective contributions, as recorded in Annex I.
7.This MoU is also open for signature to new Members who, alike the Parties:
Are members of WMO;
Are willing to cooperate and contribute to all the objectives defined in Article 1;
Commit to contribute at least two (2) full time equivalent persons per year to the ALADIN research and development activities under the agreed work plans;
8.A N(H)MS wishing to join the ALADIN Consortium shall address its application to the Chairperson of the General Assembly, for consideration by the General Assembly (see Article 3).
9.If the application of a N(H)MS is accepted by the General Assembly, it shall become Member after an accession period of maximum three (3) years, during which it shall:
contribute at least two (2) full time equivalent persons per year to the ALADIN research and development activities;
contribute to the financial part of the ALADIN Annual Budget referred to in Article 6, at a level of at least 50% of the flat rate annual contribution;
have the same rights and obligations as Members as regards the use of the ALADIN System on their National Territory, but no voting rights.
10.Upon completion of this accession period, the acceding Member shall:
Have paid an entry fee of five (5) times the ceiling of the flat rate contribution to the ALADIN Annual Budget referred to in Article 6, with the understanding that the cumulated annual contributions referred to in paragraph 9-(ii) above form an integral part of that payment;
Subject to confirmation that it actually satisfies the conditions for Membership, gain the status of Member and sign this MOU;
As a result, have all rights and obligations of Members, including rights to use the ALADIN System’s products outside its National Territory, and acquire voting rights in proportion to its cumulated manpower contributions;
11.In exceptional circumstances, the General Assembly may accept the applying N(H)MS as a Member with immediate effect, without accession period. This may be considered in particular if the applying N(H)MS:
Immediately contributes manpower to the ALADIN research and development activities at a level significantly above 2 full time equivalent persons per year;
Commits to adopt the ALADIN System for its operational mesoscale forecast, within one year from acceptance, based on demonstrated capabilities to run the ALADIN System;
Commits to pay the entry fee referred to in paragraph 10 above immediately.
12.Members and acceding Members shall abide by the terms and conditions defined in this MoU and do their utmost to implement the decisions taken by the General Assembly.
13.Members and acceding Members shall respect regulations related to intellectual property rights and ownership and shall prevent unauthorized dissemination and use of ALADIN assets.
14.Members shall make all reasonable efforts to use the ALADIN System or elements thereof in their daily operational forecast procedure.
15.Members and acceding Members shall actively participate in the ALADIN Cooperation through commitment of a significant part of their NWP and modelling manpower to the work plans approved by the General Assembly and through effective participation to the ALADIN bodies, groups, meetings and workshops.
16.A Member may withdraw from the ALADIN Consortium by giving at least one-year notice to the Chairperson of the General Assembly.
17.Should one Member cease to fulfil the terms and conditions for membership defined in this MoU, the General Assembly may decide to terminate its membership with a one year notice from the Chairperson of the General Assembly, after exploring possible recovery actions with that Member.
18.The rights and obligations concerning the use, ownership and maintenance of the ALADIN System under this MoU or resulting from agreements signed by the Parties or one of them for the implementation of this MoU shall continue to apply to a leaving Member for a maximum period of one year after actual loss of membership. However, such rights and obligations shall be restricted to the Version of the ALADIN System available at the time, unless otherwise agreed, and shall exclude the right to use the “ALADIN” brand for the further use of this Version of the System or its Products.
19.The General Assembly is the supreme governing body of the ALADIN Consortium. It represents its Members and acceding Members and is responsible for the implementation of this Memorandum of Understanding, including the definition, follow-up and evaluation of all activities of the ALADIN Cooperation.
20.The General Assembly consists of Directors of each of the Members and acceding Members or their mandated representatives, who may be assisted by advisers.
Decides on the objectives and terms of reference of External Evaluation Reviews referred to in 3.4 below and on the independent senior experts tasked to perform a given external evaluation review;
Identifies the common ALADIN Consortium assets and decides on detailed rules, as required to implement and expand the provisions of Articles 8 and 9;
Approves the detailed rules and standard licences applicable to the commercialisation of ALADIN Products by the Members and acceding Members, as required for the implementation of Article 10, including decision on the amount of the royalty fee applicable to sales of ALADIN Products outside the National Territory of a Member;
Decides on strategic cooperation opportunities with research institutions, N(H)MS, other consortia or other third parties in the area of High Resolution Short Range Numerical Weather Prediction and authorises its Chairperson to sign relevant agreements and arrangements on behalf of the ALADIN Consortium;
Decides to invite other organisations or other consortia to take part at its meetings as observers;
Decides on the establishment, terms of reference, membership of other subsidiary bodies or high level working groups to deal with particular issues as appropriate, and on their cancellation;
Appoints the ALADIN Programme Manager;
Approves the organisation of the ALADIN Project Team, coordination and administrative support structures defined in Article 4, paragraph 43;
Approves the annual work plans and associated resource commitments from all Members and acceding Members, and follows up their execution;
Decides on any matter or issue that cannot be resolved by the Programme Manager or the PAC.
22.The Parties shall agree by consensus all amendments to the core text of this MOU (excluding Annexes), prolongation beyond its nominal duration, and all implementation arrangements and cooperations affecting their property rights, including amendments to Annex III.
23.Unless otherwise specified in the Articles of this MoU, all other decisions of the General Assembly shall be taken, as far as possible, by consensus of the represented Members and acceding Members, recognising however, that, in the absence of consensus, a decision shall be valid unless it is vetoed by more than one third of the Members or by a group of Members having contributed to the project in a proportion higher than one third according to the records.
24.Amendments to Annex III shall require agreement with the HIRLAM Consortium.
25.The General Assembly shall regularly meet at least once yearly. Extraordinary General Assembly meetings could be held at the request of at least one third of the Members.
26.In exceptional circumstances, a Member may represent another Member or acceding Member at the General Assembly meetings. A written authorisation shall be required for this purpose. The represented Member or acceding Member shall then be considered as represented, with delegated voting rights in the case of a Member.
27.General Assembly meetings are valid if at least two-thirds of the Members are represented.
28.The Chairperson and the Vice-chairperson are elected for two years and may be re-elected not more than once.
29.The Chairperson of the General Assembly chairs the meetings of the General Assembly and represents the ALADIN Consortium with respect to third parties, during the period between two consecutive meetings.
30.The Chairperson of the General Assembly signs cooperation agreements with third parties or commits the ALADIN Consortium, on behalf and by delegation of the General Assembly.
31.The Chairperson of the General Assembly may consult General Assembly members in between meetings to seek agreement on critical issues that require quick decisions, in particular with respect to third parties.
32.In case of absence, the Vice-chairperson replaces the Chairperson.
33.The Chairperson and Vice-chairperson of the General Assembly are not liable towards the ALADIN Consortium and towards third parties for infringements to the laws applicable to the ALADIN Consortium as well as for faults in his/her management.
34.The responsibility of the Chairperson, Vice-chairperson of the General Assembly is collectively supported by the ALADIN Consortium, except for infringements in direct relation with its national laws.
Policy Advisory Committee
35.The Policy Advisory Committee (PAC) is an advisory body composed of six (6) persons, plus a Chairperson and a Vice-Chairperson, all designated by the General Assembly. The PAC members represent the full Membership, through consultation mechanisms to be agreed by the General Assembly, and bring together strategic expertise on science, applications, management and policy.
Unless otherwise agreed, the PAC Chairperson and Vice-chairperson are designated among General Assembly members, in order to facilitate efficient liaison with the General Assembly.
37.The PAC chairperson and vice-chairperson are appointed by the General Assembly for a period of two years and may be reappointed not more than once.
38.The PAC advises the General Assembly and the Programme Manager on strategic and policy matters. In particular, the PAC:
Reviews and updates the ALADIN strategic objectives, taking into account user requirements and the application priorities of the Members and acceding Members;
Prepares Strategic plans relating the agreed strategic objectives to a scientific and development strategy;
Advises the General Assembly and the Programme Manager on any cooperation or other strategic issue, including new proposed activities or perspectives;
Supports the Programme Manager in the negotiation of strategic cooperation agreements, based on negotiation mandates defined by the General Assembly;
Reviews the annual ALADIN report about the work plan and the realisation of the manpower commitments of Members and acceding Members, as presented by the Programme Manager; (In practice this continued to happen at GA)
Submits recommendations to the General Assembly.
3.4 External Evaluation Reviews
39.External Evaluation Reviews shall be organised at regular intervals to evaluate various aspects (scientific, strategic, cooperative, etc.) of the ALADIN Cooperation.