Article 1: Name, location and duration

1.1. The “ELRA Language Resources Association”, hereinafter referred to as the “Association” or “ELRA”, is a non-profit organisation governed by the applicable legislation of the Grand Duchy of Luxembourg.

1.2. The Association has its registered office at L-2134 LUXEMBOURG, 52, rue Charles Martel, and it is registered in the Luxembourg Trade and Companies Register under the number F3233.

1.3. The Association is established for an unlimited duration.

Article 2: Goal

The mission of the Association is to foster the progress of the science and technology of language, with particular emphasis on research, development, and innovation in the field of language resources and language data, hereinafter “LRs”, and on the evaluation of the underlying Language Technologies. Its objectives include, but are not limited to, promoting the creation and sharing of multilingual and multimodal language resources and technologies within the Language Technology sector, in order to foster progress and ensure the fair representation of all human languages and their varieties.

Article 3: Activities

The primary activities of the Association are:

• the promotion of scientific research in the field of language resources and evaluation, with particular attention to the strategies for producing, standardising, validating, exploiting, sharing, distributing and preserving LRs;
• the promotion of scientific cooperation and information exchange among related national and international scientific societies;
• the organisation of scientific events such as conferences, workshops and evaluation campaigns focusing on the topics of language resources and evaluation. Among them, the “Conference on Language Resources and Evaluation” (LREC) organised by ELRA biennially since its first edition in 1998;
• the publication of newsletters, scientific journals and book series;
• the promotion of research networks and Special Interest Groups (SIGs) devoted to key topics in the research area of language resources and evaluation;
• the promotion of educational initiatives on language resources and evaluation, such as courses, summer schools, etc.;
• the promotion of relations between research and industry;
• the representation of the language resources and evaluation community to foundations and government agencies worldwide as well as the broader society;
• the implementation of actions to support the LRs ecosystem, including if needed the endorsement of relevant infrastructures;
• the assessment, selection and implementation of the necessary means for sharing and distributing LRs. Where appropriate, the organisation and management of the acquisition of LRs from producers, the commission of production and the development of the technical and legal frameworks for validating and distributing these resources to interested users;
• the support to evaluation infrastructures, in terms of language resources, for evaluation of systems, tools, etc.;
• the provision of guidance on language resources distribution and validation to organisations funding and supporting programs for the creation of language resources;
• to serve as a source of information regarding the contents and availability of LRs to all interested parties;
• to identify unfilled needs for LRs and to promote the creation of appropriate LRs to meet these needs.

Article 4: Membership

4.1. Throughout these statutes, the term “member” applies to both institutional and individual members of the Association. The term “institutional member” is always used when a member is a legal entity. The term “individual member” is always used when a member is an individual.

4.2. The institutional members are legal entities working in the field of science and technology of language. These legal entities may belong to both public and private sectors. Without prejudice to article 4.4., institutional membership is acquired with the payment of a minimum one year’s subscription. The term of institutional membership shall be for a minimum of 1 (one) full calendar year. It shall commence on January 1 and terminate on December 31 of the same year, irrespective of the date on which the subscription is made. The maximum annual membership fee for an institutional member shall not exceed 5.000,00.-€ (five thousand euros). Lower amounts may be set for institutional members depending on their size, by decision of the General Assembly.

4.3. Individual members are individuals with an interest in the field of science and technology of language. Without prejudice to article 4.4., individual membership is acquired by paying the membership fees for a two-year period, either as part of Language Resources and Evaluation Conference (LREC) fees, or by joining directly at any time. The term of individual membership is always 2 (two) full calendar years. It starts on January 1^st and ends on December 31^st of the same year, regardless of the time of subscription. The maximum annual membership fee for an individual member is 500,00.-€ (five hundred euros). The General Assembly may determine a sliding scale.

4.4. Membership is only acquired with the agreement of the Board.

4.5. If a public sector body comprises several legal entities, each of which holds an individual subscription, then each of these institutional members shall be entitled to membership rights.

4.6. The number of members shall not be fewer than two.

4.7. Any member may withdraw from the Association by sending a registered letter with acknowledgement of receipt, or an email, to the Board.

Article 5: Termination of Membership

Grounds for termination of membership are as follows:

• resignation by registered letter with acknowledgement of receipt or email addressed to the Board;
• failure to pay subscription fees within the time-limit laid down;
• serious grounds – in this regard, the General Assembly shall decide on the exclusion of a member by a two-thirds majority of votes from members present or represented.

Members who resign or are excluded have no right to the Association’s assets and cannot claim reimbursement of membership fees paid.

Article 6: Liability

No member may be held liable for commitments made by the Association. ELRA shall only be liable for any and all commitments undertaken up to the amount of its own financial resources.

Article 7: General Assembly

7.1. The General Assembly shall be held at least once every year.

The General Assembly is convened by the Board in the cases provided for by law or by the present statutes. The General Assembly is also convened when requested by at least one-fifth of the members.

All members shall be notified of the General Assembly at least 15 (fifteen) days in advance. This notification shall be sent by registered letter or electronically.

The agenda shall be attached to this notification.

Any proposal signed by at least one-twentieth of the members shall be included on the agenda.

Once the General Assembly has officially started, the agenda cannot be amended unless there is unanimous agreement from all members present or represented at the meeting.

7.1.1. Unless otherwise provided, the General Assembly decides without a quorum by a majority of votes cast by members present or represented.

All members have equal voting rights at the General Assembly, i.e., 1 (one) vote per member.

Institutional members exercise their voting rights through a designated representative. Before the General Assembly officially begins, the name of the representative shall be communicated in writing to the Secretary by means of a duly signed form of proxy.

7.2. Members who cannot attend the General Assembly may authorise another individual member or a representative of an institutional member to vote on their behalf. This authorisation shall be made by means of a written and duly signed form of proxy, which must be presented to the Secretary before the General Assembly officially begins.

7.3. The Board presents a management report and a financial report accompanied by the Association’s accounts to the General Assembly at least once every year.

By a majority of votes cast the General Assembly shall decide whether to approve the accounts of the previous financial year and to approve the budget for the next financial year.

Approval by the General Assembly of the management report and financial report releases the administrators from all liabilities for the corresponding period.

7.4. The amount of the annual subscription fee and the timing of subscription fee collection is fixed by the Board for the foreseen categories of Members. Such a decision shall only take effect after approval by the General Assembly.

7.5. The General Assembly is chaired by the President. Minutes of all business conducted at the General Assembly, including the outcome of all votes, are the responsibility of the Secretary and will be distributed to the whole membership.

Article 8: The Board

8.1. The management of the Association is entrusted to a Board. The Board has extended power for the managing and processing of the business of the Association and is authorised to carry out any action necessary or useful for achieving the Association’s objectives, except those reserved to the General Assembly or the President by these statutes. The Board interprets and applies the statutes.

8.2. The Board consists of a minimum of 3 (three) and a maximum of 9 (nine) elected administrators. The term of office for an administrator is 2 (two) years. Their term expires automatically at the end of this period. Consecutive Board service is limited to three successive terms. Deputising is generally not permitted, except where expressly authorised in advance for a specific Board meeting by a simple majority of the Board, excluding the administrator requesting such authorisation.

8.3. Administrators are elected by the General Assembly from among the members. Administrators may be dismissed by the General Assembly at any time. Nominations for candidacy shall be submitted by email to the President and supported by at least three members, excluding the nominee. The nominations phase closes 2 (two) weeks before the election date. If only as many nominations are made as there are places, no ballot is required, and the nominees are all elected. Otherwise, an election is held with each member voting for up to as many nominees as the number of places. The available places are filled by those nominees receiving the most votes. In case of a tie for the last available place, a runoff election is held, among those tied. In the case of a further tie, the issue is resolved by drawing lots. The election of administrators is organised by the Board.

8.4. The Board meets as often as it is necessary, and at least once a year. The Board meetings are convened by the President or at the request of at least one third of the administrators.

8.5. Participation by more than one third of administrators is necessary for decisions of the Board to be valid. Minutes shall be taken during each meeting and shall be distributed and archived by the Secretary. Decisions are made by an absolute majority of votes cast.

8.6. The Board may nominate Honorary Presidents among personalities that have rendered valuable services to the association. Honorary Presidents have no voting rights but can attend all the meetings of the Board and the General Assembly.

Article 9: Officers

9.1. At the first meeting following an “election” General Assembly, the Board elects officers from among its administrators: a President, a Vice-President(s), a Secretary, and a Treasurer. It may elect other officers as necessary.

9.2. The Board can delegate part of its power to the President or to other administrators. Those delegations persist until they are suspended.

9.3. The President acts as the representative of the Association for all legal actions and in all aspects of civil life and financial expenses. He/she can delegate a Vice-President or another administrator to replace him/her, as determined by the Board.

9.4. The President can also delegate under his supervision and responsibility some of his other powers to one or several administrators. Those delegations persist until they are suspended.

9.5. The Secretary is responsible for the membership lists of the Association and of the Board and for making them available to the membership, and is responsible for the conduct of all votes, other than for the position of Secretary itself, for which the President is responsible.

9.6. The Treasurer is responsible for the accounts of the Association, and for the collection of the membership subscriptions fees.

Article 10: Payments to members or administrators

Administrators and all other members are not permitted to receive any salary or financial compensation for their work within the Association. Reimbursement of expenses may be granted upon submission of valid and acceptable invoices or receipts. In special circumstances and with prior approval by the Board, compensation for time expended on specific tasks on behalf of the Board or Association is permitted.

Article 11: Daily management

The Board may delegate the day-to-day management of the Association affairs, as well as its representation in connection with such management, to one or more individuals or legal entities, hereinafter referred to as “delegate(s)”. If a legal entity is appointed as a delegate, it shall designate a permanent representative to perform this function on its behalf.

The delegate(s) can be members. However, they cannot be administrators.

The term of office for a delegate is 2 (two) years. This term may be renewed by decision of the Board. The delegate(s) may be dismissed by the Board at any time.

The delegate(s) shall receive a written document specifying the details of their mandate, including the specific tasks and whether the mandate is remunerated or not. If there are two or more delegates, they shall act jointly.

Article 12: Resources

The resources of the Association are mainly made up of:

• membership subscription fees paid by the active members;
• public and private subventions;
• the products of generosity, the use of which has been accepted;
• the products of its activities and of its publications;
• the distribution licenses granted to the Association concerning language resources.

Article 13: Accounting

Accounts are kept on a daily basis, with income and payments. An annual account report is made available, with the resulting balance. The annual accounts must be prepared and distributed to the membership, in accordance with the applicable legislation of the Grand Duchy of Luxembourg.

Article 14: Statute amendments

Any amendment to the Association’s statutes shall be made in accordance with the amended law of 7 August 2023 on non-profit associations and foundations, hereinafter referred to as “amended law of 7 August 2023”.

Article 15: Dissolution

15.1. The General Assembly can only dissolve the Association in accordance with the applicable provisions of the amended law of 7 August 2023.

15.2 If the Association is dissolved by a decision of the General Assembly, its assets – after the settlement of its debts – shall be transferred to another non-profit association or public utility foundation designated by the same General Assembly that made the dissolution decision. The decision regarding this transfer shall be made in accordance with the procedure required by the amended law of 7 August 2023 for the dissolution of a non-profit association by the General Assembly.

Article 16: Means of communication

The Association may adopt and use digital or other electronic communications technologies for the conduct of its internal affairs and implement appropriate recording and archiving systems. For the following documents, a digital confirmation must be sent via email or made available on the Web or on a ftp server: notice of General Assembly, annual management and financial reports, proxy for a General Assembly. Attendance in person or by proxy is required in order to vote at the General Assembly. Proxies may be sent by email, surface mail or express courier.