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FAIR/AFI perspectives
AFI Working group on Administrative and Funding
Issues
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Swedish representatives ISC Lars Börjesson AFI
Örjan Skeppstedt Deputy Leif Eriksson STI Ulrich
Wiedner Deputy Håkan Danared
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More Members/Observers are expected. e.g. India,
Austria, Hungary,Poland, China?
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AFI - Working Group on Administrative and Funding
Issues

• The main charges of the AFI working group are
• to work out a legal framework and an
  organisational scheme for the construction and
  operation of the facility.
• to explore in depth and reach consensus on the
  cost structure for construction and operation of
  the facility.
• to work out the spending profile and allocation
  of funding during the construction phase.
• to develop models for funding of the construction
  phase as well as for the operation of the
  facility.
• to work out rules and procedures for partners
  joining or leaving the Facility for Antiproton
  and Ion Research at a later stage, e.g. during
  operation of the facility.

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Appendix to AFI-FAIR Interim Report
Memorandum of Understanding on the
Preparatory Phase of the International FAIR
Project (Facility for Anti Proton and Ion
Research)
Preamble In February 2003, based on a
recommendation by the German Science Council
(Wissenschaftsrat), the project has been approved
by the German Government, provided that 25 of
the costs are carried by other countries. The
FAIR project is open for participation worldwide.
Based on these developments, the
signatories of this Memorandum of Understanding
want to enter the preparatory phase of the
international FAIR project. The present
Memorandum of Understanding is of limited
duration and implies no legal commitment for the
construction and operation of FAIR.
However, by signing this Memorandum of
Understanding the Parties express their interest
in participating in the construction and
operation of FAIR.
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From MoU on the Preparatory Phase
Article 1 Purpose The purpose of the
Memorandum of Understanding is to provide the
basis for the international co-operation
regarding the preparatory phase of FAIR.
During the preparatory phase all documents will
be generated which are needed to decide on the
construction and operation of FAIR such that it
can reach the performance goals in a cost
effective manner. .. Article 6 Duration
This Memorandum of Understanding will become
effective for each party upon signature. The
preparatory phase covered by this Memorandum of
Understanding should be completed by mid 2006. It
can be extended by mutual consent. Article 7
New Parties This Memorandum of
Understanding is open to European and
international parties, upon unanimous agreement
by the SC-FAIR.
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From MoU on the Preparatory Phase
Article 9 Changes, Language 1. Changes of
this Memorandum of Understanding have to be
agreed upon in writing by all signatories. 2.
This Memorandum of Understanding is done in
English language only, in as many copies as there
are parties, each of them equally valid. For
Finland For France For Germany For Greece For
Italy For Spain For Sweden For United Kingdom
For Russia
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Convention(Governmental Contract provisions
for general framework, procedures, arrangements
annexes)
Documents to be worked out by AFI-FAIR and
presented for ISC (International Steering
Committee)
Germany has proposed an alternative to a
Convention A Joint Declaration of Intent
-Could be a faster process

• Articles of Association
• (based on rules of German limited liability
  company (GmbH) law
• recorded and registered with notary public
• any changes require full notary public process)

By-Laws (contract(s) on specific rules and
regulations between shareholders does not
require notary public involvement)
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From Draft Summary Record of the 8th AFI-FAIR
Meeting on June 20th
The Working plan is delayed
AFI-FAIR Working Plan The working plan adjusted
to progress and need is shown below. Meetings
2005 Main Topics June 20th 3rd discussion
on Convention 1st discussion on Articles of
Association September 28th1 Final discussion
on Convention 2nd reading of Articles of
Association 1st reading of an Executive
Description of FAIR (Report from FCI / STI /
Project Team on project costs) December 6th
Final discussion on Articles of Association
Final reading of an Executive Description of FAIR
1st discussion of drafts for by-laws Report
from FCI / STI / Project Team on project costs
Preparation of AFI report for January meeting of
ISC 2006 By-laws
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Some remarks about the AFI Work on the
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CONVENTION Concerning the construction and
operation of a FACILITY FOR ANTIPROTON AND ION
RESEARCH IN EUROPE (FAIR)
Article 1 ESTABLISHMENT OF THE FACILITY The
construction and operation of the Facility for
Antiproton and Ion Research in Europe, as
described in Annex 1, shall be entrusted to a
Limited Liability Company, FAIR GmbH,
hereinafter referred to as "the Company" which
shall be subject to German law, unless otherwise
provided under the Convention and the Articles of
Association enclosed as Annex 2. The Company will
be formed through the existing Gesellschaft für
Schwerionenforschung mbH by taking in new
shareholders from outside Germany. The Company
shall undertake activities for peaceful ends
only. The shareholders of the Company shall be
appropriate bodies designated for the purpose by
each Contracting Party.
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Some remarks about the AFI Work on the
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CONVENTION Concerning the construction and
operation of a FACILITY FOR ANTIPROTON AND ION
RESEARCH IN EUROPE (FAIR)
Article 3 ORGANS The organs of the Company shall
be the Shareholders' Assembly, the Supervisory
Board and the Managing Directors. Delegates to
the Shareholders' Assembly and the Supervisory
Board shall be appointed and have their
appointments terminated in accordance with a
procedure determined by the Contracting Party
concerned.
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Some remarks about the AFI Work on the
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CONVENTION Concerning the construction and
operation of a FACILITY FOR ANTIPROTON AND ION
RESEARCH IN EUROPE (FAIR)
Article 5 FINANCE Each Contracting Party shall
make available to the shareholders for which it
is responsible the appropriate grants covering
the shareholders' contribution ... The
construction period shall be divided into three
phases ... Phase I is expected to extend over
not more than four years from the date of the
start of the construction. It shall end at the
date decided by the Shareholders' Assembly.
Phase II is expected to extend over a further
two years from the end of phase I and phase III
ends up with further two years from the end of
phase II. Operation starts with the beginning of
Phase II and is fully established at the end of
Phase III.
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Some remarks about the AFI Work on the
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CONVENTION Concerning the construction and
operation of a FACILITY FOR ANTIPROTON AND ION
RESEARCH IN EUROPE (FAIR)
Article 6 CONTRIBUTIONS (1) The Hessian
Contracting Party shall make available for the
Company's use, free of charge and ready to build
on, (2) The Contracting Parties shall ensure
that the Shareholders contribute to construction
costs in cash and/or in-kind, exclusive of value
added tax in the following proportions ..per
cent for Shareholders of the Republic of Finland,
..per cent for Shareholders of the French
Republic, 65 per cent for Shareholders of the
Federal Republic of Germany, ( 10 per cent for
Hessen) .per cent for Shareholders of the Greek
Re-public. per cent for .per cent for
Shareholders of the Kingdom of Sweden, .per
cent for..
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Some remarks about the AFI Work on the
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CONVENTION Concerning the construction and
operation of a FACILITY FOR ANTIPROTON AND ION
RESEARCH IN EUROPE (FAIR)
Procedure for the acceptance of in-kind
contributions and related evaluation method
should be defined The article should also
foresee the transfer of shares.
Article 6 CONTRIBUTIONS (cont.) (3) The
Contracting Parties shall ensure that the
Shareholders contribute to operating costs
exclusive of value-added tax in the following
proportions .....per cent for Shareholders of
the Republic of Finland, .per cent for
Shareholders of the French Republic, .per cent
for Shareholders of the Federal Republic of
Germany, (Hessen?) .per cent for Shareholders of
the Greek Republic. per cent for .per cent
for Shareholders of the Kingdom of Sweden, .per
cent for..
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Some remarks about the AFI Work on the
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CONVENTION Concerning the construction and
operation of a FACILITY FOR ANTIPROTON AND ION
RESEARCH IN EUROPE (FAIR)
Article 13 DURATION 1. The present Convention is
concluded for an initial period ending on
December 31st 2025 and shall remain in force
after that date for successive periods of ten
years each which shall be accompanied by
reaffirmation of the scientific and technical
direction for the facility based on a review
paper approved by the Shareholders' Assembly. 2.
A Contracting Party may withdraw from this
Convention with three years notice, such notice
to be given to the Government of the German
Federal Republic. Withdrawal can only take
effect on 31 December 2016 or at the end of each
successive period of 10 years. 3. This
Convention shall stay effective with the
remaining parties. The conditions and effects of
withdrawal or termination of this Convention by a
Contracting Party, in particular the costs of
dismantling the company's plant and buildings and
compensation for losses, shall be settled by
agreement among the Contracting Parties before
the withdrawal or termination of a Contracting
Party takes effect.
The text in Article 13 is subject for intense
discussion
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Some remarks about the AFI Work on the
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A R T I C L E S O F A S S O C I A T I O N
of Facility for Antiproton and Ion Research in
Europe (FAIR) GmbH

• Article 1 Name, principal place of business,
  shareholders
• (1) The Name of the company shall be
• "Facility for Antiproton and Ion Research in
  Europe (FAIR) GmbH".
• The company has its principal place of business
  in Darmstadt.
• The Articles of Association are subject to German
  law unless otherwise provided by the convention

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Some remarks about the AFI Work on the
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A R T I C L E S O F A S S O C I A T I O N
of Facility for Antiproton and Ion Research in
Europe (FAIR) GmbH
Article 1 Name, principal place of business,
shareholders (cont)
. .. (4) Shareholders of the company
are the a) founding shareholders
b) voting shareholders and
c) non-voting shareholders (5) Voting
shareholders are those that hold a share equal to
or more than Euro 1.000,00 and have concluded a
consortium agreement with the other shareholders
according to which an additional contribution
specified there must be made to the company. It
may be agreed that such amounts are paid as money
or in kind. A share of Euro 1,000.00 is
equivalent to an additional contribution of Euro
10,000,000.00. (6) Non-voting shareholders are
those that hold a share less than Euro 1.000,00.
They can achieve voting rights by adding up their
shares to Euro 1,000.00 or more, forming a
consortium. The consortium is then a voting
shareholder according to the total value of the
shares.
The minimum share for the company is still to be
decided. For the time beeing a minimum share of
2 is adopted , which might however, still be
subject of discussion
This text will be changed
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Some remarks about the AFI Work on the
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A R T I C L E S O F A S S O C I A T I O N
of Facility for Antiproton and Ion Research in
Europe (FAIR) GmbH

• Article 4
• Share capital and original capital contributions
• The share capital is one hundred thousand euros.
• (2) The share capital has been taken up as
  follows
• a) the Federal Government with an
  original capital contribution of Euro 65.000,00,
• b) the Land an original capital
  contribution of Euro 10.000,00,
• c) the State _________ with an original
  capital contribution of Euro_______,
• d) the Institute _______ with an original
  capital contribution of Euro ______,
• e) the State _________ with an original
  capital contribution of Euro _______.
• (3) The original capital contributions are
  completely paid up

Shares to be discussed, in particular for the
operation phase
??????Mixed model????? Shares related to a
combination of contributions to construction and
operation of the facility
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Some comments on the work within The Full Cost
Structure Group (Subgroup of AFI) Chairman
Björn Brandt (Head of SSF office)
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Final Comment For Sweden to be prepared to be a
member of FAIR and to sign a convention (summer
2006??) there must be a good interaction between
the SC/STI/AF delegates, VR (KFI,.) and
Government during autumn 2005 and spring 2006
Government Department of Education (Foreign
Office)