The EST Board of Directors met in October 2022 and gave green light to the formation of the EST Canarian Foundation as an interim legal figure for EST.
Virtual meeting of the EST Board of Directors on October 5, 2022.
The EST Board of Directors (BoD) has met twice in June and October 2022 to discuss the option of creating an EST Canarian Foundation (EST-CF) as a bridge between the Preparatory Phase and the start of the construction. The current Preparatory Phase is ending soon (the Preliminary Design Review of the telescope subsystems and associated services is expected to be held in mid-2023), and an interim legal entity is to be established to provide the project with the adequate scenario and the legal framework to partners until readiness for an ERIC legal entity is achieved and to work towards the start of the EST Construction.
The immediate consequences of having an interim legal entity may be summarised as follows:
- All participating partners in the EST-CF have direct control on the progress of the project.
- A separate legal personality allows EST as a project to contract with third parties (public and private), to hire personnel, to open bank accounts, to receive funds/grants, etc.
- In contrast to an European Research Infrastructure Consortium (ERIC), participation is not limited to countries/ministries, but allows the consortium institutions to become members/owners of the legal entity in their own right.
- Similar to an ERIC, a flexible governance plan with minimum constraints is in place, allowing the project to design its governance, functionality and procedures in the way it deems fit.
- An easy transit to an ERIC legal entity in the future is facilitated, with as little changes to the governance as possible.
- Ability to accept participants from non-EU countries.
A Canarian Foundation, selected as the legal figure for this Interim Phase, fulfils the above requirements and offers a fairly fast and simple establishment process. In addition, there are two precedents well known to some BoD members: (1) the Galileo Galilei Foundation (for the promotion of astrophysical research through the management of Telescopio Nazionale Galileo, participated by INAF) and (2) the Starlight Foundation (for the promotion of astronomy, participated by IAC). With these arguments, a Canarian Foundation was presented to the BoD as an adequate alternative of legal entity for the Interim Phase.
In the two BoD meetings held this year, the documentation needed to setup the EST-CF legal figure was presented and discussed: the statutes, the first-year action plan and the terms for contributions. These documents shall accompany the Deed where the partners express their willingness to create the Foundation, with the corresponding representation, rights and obligations.
Several meetings with the legal departments of the EST institutions followed during the summer, until an agreement was achieved. The formal approval of the whole documentation by the EST Board of Directors took place in the second BoD meeting on October 5, 2022.
As a next step, all the involved institutions will present the proposal to their corresponding Councils for final approval. In most cases, these bodies will have met by the end of 2022. Some institutions have already confirmed their readiness to join the Foundation from the moment they receive that approval. In some cases, institutions belonging to the same country are looking for alternatives for participation through a national consortium. This is the case of Italy (involving INAF and the Universities of Catania, Rome Tor Vergata and Calabria) and UK (involving several universities). In some other cases, the partner institutions have not consolidated yet their funding contributions and they are expected to be in the position to join the Foundation at a later moment in 2023. The following institutions are expected to sign the EST-CF as initial founders: IAC and CSIC (Spain), MPS and KIS (Germany), University of Oslo (Norway), University of Stockholm (Sweden), USI (Switzerland) and the Italian consortium.