As you know, the SDA Consortium has evolved into a Not-for-profit International Association under Belgian Law in the form of an Association Internationale Sans But Lucratif (SDA AISBL) and is operational as from 1 January 2018. In this respect, the Framework Partnership Agreement (FPA) has recently been amended to replace the 16 Coordinating Partners with the newly established SDA AISBL (FPA amendment No 5), which now counts the 16 former Members of the SDA Consortium as well as two new comers, i.e. HungaroControl and Romatsa.
In addition, Ryanair will join the SDA at the conclusion of the accession process.
While this change of Legal status has no adverse impact on the activities of the SDA in respect of IPPs, the Internal Cooperation Agreement (ICA) still currently reflects the governance of the late SDA Consortium. More specifically, the changes of governance relate to the shift from the SDA Consortium Supervisory Board to the newly established General Meeting of Members and Board of Directors of the SDA AISBL.
Please note that, pursuant to Article C(13) of the ICA, “[i]n the event of individual (…) terms becoming invalid or enforceable either in part or in full, this has no effect on the validity of the remaining terms of (…) [the ICA]”.
Therefore, even though the ICA does not reflect the new governing set-up of the newly created SDA AISBL, the remainder of the ICA is still binding to the Parties.
However, we would like to invite you to agree to nonetheless reflect those changes by way of an amendment to the ICA concluded on 31 May 2015 which would be replaced by the new ICA in order to comply with Article I.5 of the FPA which provides that ‘[t]he Partners shall conclude an internal cooperation agreement regarding their operations and coordination, including all internal aspects related to the management of the Partners and the implementation of the Action(s)” (emphasis added).
In this respect, Article C(13) of the ICA also provides that “[t]he Parties undertake to agree to replace the missing, invalid or unenforceable term with a valid term that complies as far as possible with the economic purpose pursued by (…) [the ICA]”.
For ease of reference, we will distribute shortly a compared version between the new and the current ICA. The changes only relate to the new governance and no substantial provision has been amended.
It’s worth mentioning that SDM will send to all IPPs a request to submit the Accession Forms to the new ICA. The template will be provided to all IPPs and it should be signed by the Legal representative mentioned on the (latest) Legal Entity Form (LEF) of each IPP, scanned and sent by email to Pia Kneip (firstname.lastname@example.org) and the original of the Accession Form sent by post onto the following address:
- SESAR Deployment Manager (Attn. Pia Kneip)
Avenue de Cortenbergh 100,
Brussels – 1000, Belgium
More detailed information will follow soon.