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International Council for Commercial Arbitration
Statement of Purposes and Procedures

(As amended May 14, 1994, May 1, 2007, December 15, 2009 and June 1, 2012)

 

PREAMBLE

Reaffirming the importance of maintaining and strengthening a worldwide organization devoted to increasing and spreading knowledge in order further to improve and promote
arbitration, conciliation and other forms of dispute resolution; and

Recalling that the predecessor of the International Council for Commercial Arbitration was formed in 1961, and that the first Statement of Purposes and Procedures was adopted in 1975;

The International Council for Commercial Arbitration amends its Statement of Purposes and procedures to read as follows, effective June 1, 2012.*

 

NAME

Article I

1.         The name of this body shall be the International Council for Commercial Arbitration (and in French “Conseil International pour l’Arbitrage Commercial”), also  known by the designation “ICCA By Resolutions effective as of January 31, 2012, the former “ICCA Council” became the “ICCA Governing Board” (hereinafter referred to as “Governing Board”).

 

PURPOSES

Article II

1.        ICCA shall continue its activities for (i) the preparation and conduct of international arbitration congresses and conferences, (ii) the preparation and publication of authoritative texts, (iii) the performance of its functions as a non-governmental organization recognized by the United Nations, and for cooperation with other international bodies, and (iv) shall undertake any other activities in connection with the further development of international commercial arbitration, conciliation and other methods of dispute resolution.

2.         ICCA shall continue to develop and provide a means by which arbitrators, conciliators, practitioners, users, scholars and arbitration organizations in various parts of the world may cooperate in activities related to international commercial dispute prevention and resolution, including inter alia:

-           promoting research

-           exchanging information and sharing knowledge

-           encouraging or sponsoring publications

-           promoting harmonization of rules, laws, procedures and standards

-           carrying out any other activities for promoting the use and improving the processes of conciliation, arbitration and any other means for preventing and resolving international commercial disputes and difficulties.

3.         Arbitration organizations in various parts of the world and other interested bodies and individuals may be invited to participate in congresses and other activities sponsored by ICCA. Each arbitration organization which participates in the activities of ICCA shall retain its own autonomy and independence. ICCA may cooperate with organizations of the United Nations, with other international bodies and with various interested organizations in carrying out projects related to international commercial arbitration, conciliation and other means of dispute resolution.

DETERMINATION OF POLICIES AND DIRECTION OF ACTIVITIES

Article III

1.         All policies of ICCA shall be determined and all activities of ICCA shall be directed by Members and Officers of the Governing Board who shall be elected and who shall function in accordance with this Statement of Purposes and Procedures.

 

MEMBERS

Article IV

1.         The Members of the Governing Board shall consist of physical persons who are recognized specialists in the field of arbitration, conciliation and other means of dispute resolution. The Members of the Governing Board may include individuals who are connected with particular arbitration organizations and others who are not so connected. The Members of the Governing Board shall be elected from various parts of the world, from different legal and economic systems, and from developed as well as developing nations. It is the objective of ICCA that the number of Members of the Governing Board shall be sufficiently large to provide for the exchange of a possibly wide variety of views and, at the same time, be sufficiently small to facilitate active discussion and efficient operation.

2.         The maximum number of Members of the Governing Board shall be forty-five, excluding the ex officio membership of the Executive Director. The number of Members of the Governing Board within the maximum of forty-five shall be determined from time to time by the Governing Board.

3.         The number of Members of the Governing Board may be changed by amendment of this Statement of Purposes and Procedures accomplished in accordance with Article XIV hereof.

 

OFFICERS

Article V

1.         The Officers of ICCA shall be elected from among the Members of the Governing Board and shall consist of the following:

(a)        President, who shall preside at meetings of the Governing Board and who shall be primarily responsible for directing the activities of ICCA. In addition to the general powers and duties incident to his/her office, the President shall have such other powers and duties as may from time to time be delegated to him/her by the Governing Board.

(b)        Three Vice Presidents, each of whom shall be from a different part of the world. The Vice Presidents shall include persons from both developed and developing countries. In the event of the absence of the President or his/her inability to act, the function of the President shall be performed by one of the Vice Presidents designated by the majority vote of the three Vice Presidents, or by the Governing Board in the absence of such vote. The Vice Presidents shall also have such other powers and duties as may from time to time be designated by the President or by the Governing Board.

(c)        Secretary General, who shall record and distribute to the Members of the Governing Board minutes of all meetings of the Governing Board, and shall have general charge of the books and documents of ICCA. In addition to the administrative powers and duties incident to his office and to those specifically provided for in the Statement of Purposes and Procedures, the Secretary General shall also have such other powers and duties as may from time to time be delegated to him/her by the President or by the Governing Board.

(d)        Treasurer, who shall be the Chief Financial Officer of ICCA, and shall be responsible for receiving and disbursing its funds within any policy guidelines and limits as may be determined from time to time by the Governing Board. The Treasurer may open bank accounts in such banks as he/she and the President may jointly determine, and shall be authorized to make deposits and withdrawals from such accounts for the purposes of ICCA. Any one of the Officers may also be elected Treasurer if the Governing Board so determines.

 

ELECTION OF MEMBERS AND OFFICERS, TERMS OF OFFICE

Article VI

1.         Members and Officers of the Governing Board of ICCA shall be elected by the Governing Board in accordance with the procedures set forth in this Article VI. (As used in this Statement of Purposes and Procedures, the term “Members” shall include Members who have been elected Officers.)

2.         As used in this Article VI, the “regular term” of a Member or an Officer of the Governing Board shall mean a term commencing at the time of his/her election at a regular election meeting held within three days prior or after the close of an International Arbitration Congress sponsored by ICCA and will end at an election meeting held within three days prior or after the close of the next such Congress. In the event that an International Arbitration Congress sponsored by ICCA is not held within four years after the previous Congress, the regular term of each Member and Officer of the Governing Board will end at a regular election meeting held not less than 36 months or more than 48 months after the last regular election meeting.

3.        If there are vacancies in the Members or Officers of the Governing Board due to death, resignation, or because this Statement of Purposes and Procedures has been amended to increase the number of Members or Officers of the Governing Board, then persons may be elected to fill partial terms of any such vacancies at any meeting of the Governing Board. The partial terms of persons elected to fill vacancies shall continue until the next regular election meeting.

4.         Members of the Governing Board may be re-elected for any number of terms, subject to such policies as the Governing Board may determine from time to time.

5.         It is the policy that all Officers shall be elected for only one full regular term. This policy is not mandatory and may be varied by the Governing Board in particular circumstances. This policy shall not apply to persons who have not been Officers for a full regular term.

6.         No person shall be eligible for election as an Officer or Member of the Governing Board who has reached his/her seventy-fifth birthday before the election meeting.

7.         As used in this Statement of Purposes and Procedures, “regular term” and “regular terms” include regular terms before May 14, 1994.

ADVISORY MEMBERS

Article VII

1.         Each person who has served as a Member of the Governing Board (including its predecessor the Council) for at least three full regular terms shall be eligible to be designated a lifetime Advisory Member of the of the Governing Board . Advisory Members of the Governing Board shall receive notices of all meetings of the Governing Board and be invited to attend, but shall not have the right to vote. Advisory Members of the Governing Board may be appointed to committees established by the Governing Board. Any person who becomes an Advisory Member of the Governing Board at any regular election meeting shall be eligible for election as a Member of the Governing Board at any following regular election meeting. The title “Honorary Member” shall cease after May 14,1994, and each person who held that title immediately prior to that date shall be designated an Advisory Member of the Governing Board . (As used in this Statement of Purposes and Procedures, the term “Advisory Members” includes Advisory Members who have been elected Honorary Officers.)

 

HONORARY OFFICERS

Article VIII

1.        Persons shall be eligible to be elected Honorary President, Honorary Vice President or Honorary Secretary General who have served two or more terms in their respective office. Honorary Officers shall be elected for life, except that any person who becomes an Honorary Officer at any regular election meeting shall be eligible for election as an Officer at any following regular election meeting. Honorary Officers shall receive notices of all meetings of the Governing Board and be invited to attend, but shall not have the right to vote unless he/she has been re-elected to be a Member of the Governing Board . Each person who was an Honorary Chairman on May 14, 1994, shall continue to be so designated during his lifetime.

 

ASSOCIATE MEMBERS OR SIMILAR CATEGORY

Article IX

1.         The Governing Board may by resolutions adopted from time to time establish procedures by which persons who are not Members or Advisory Members of the Governing Board but who have an interest in promoting the study and development of arbitration, conciliation or other means of resolving disputes may become Associate Members or be accorded such other designation as the Governing Board may determine. The Governing Board may determine from time to time (i) the qualifications, procedures and conditions relating to such persons, and (ii) the limitations, if any, on the numbers of such persons.

2.         By Resolutions effective as of January 31, 2012, a new category of general membership of ICCA was introduced as referred to in Article IV(4).

 

MEETINGS; NOTICE, QUORUM AND VOTING

Article X

1.         Meetings of the Governing Board shall be called by the President or by written request by at least five Members which shall state the general purposes for which the meeting is requested and shall be delivered to the Secretary General. Usually at least one meeting will be called by the President each year.

2.         Each meeting shall be held at such time and place as may be fixed by the President, who shall take into account the convenience of the Members of the Governing Board and also the desirability of rotating meetings among various geographical regions.

3.         Written notice of the time, place and general purposes of each meeting shall be mailed by the Secretary General to each Member of the Governing Board at least 30 days before the date of the meeting.

4.         At all meetings of the Governing Board a quorum for the transaction of business shall be the presence in person of at least half its Members.  The Governing Board will, in principle, act by consensus. In any event, the following provisions shall govern:

(a)        For the election of Members or Officers of the Governing Board, and for amendment of this Statement of Purposes and Procedures, the affirmative vote, in person or in writing, of at least two-thirds of all Members of the Governing Board participating in person or in writing in the voting shall be required.   

(b)        For all other matters, the affirmative vote of at least a majority of those voting in person shall be required, provided there is a quorum.

(c)        Voting shall be by secret ballot if five or more Members of the Governing Board present at the meeting so request.

5.        It is recognized that in an organization having a broad international membership it may from time to time be difficult for some Members of the Governing Board to attend a meeting which has been called and a sufficient number of its Members may not be present to constitute a quorum or to take action requiring a vote by two-thirds of the Members. In any such cases, the Members who are present may proceed to deliberate and vote on any matters which come before the meeting, provided that any action so taken shall be recorded in minutes sent to all Members and shall not become effective unless approved by the written vote of a sufficient number of absent Members so that the vote of those voting in person and those voting in writing shall when added together be equal to:

(a)       For the election of Members or Officers of the Governing Board, and for amendment of this Statement of Purposes and Procedures, the affirmative vote, in person or in writing, of at least two-thirds of all Members of the Governing Board participating in person or in writing in the voting shall be required.

(b)        For all other matters, the affirmative vote, in person or in writing, of a majority of all Members of the Governing Board participating in person or in writing in the voting shall be required.

6.         With respect to the election of Officers referred to in paragraphs 4(a) and 5(a) above, if no two-thirds majority is obtained for a candidate as Officer, a second round of voting will take place between the two candidates having obtained most of the votes in the first round. The candidate who obtains the majority of votes of all Members participating in person or in writing in the voting in the second round is elected as Officer.

7.         In order to save the time, inconvenience and expense of holding a meeting of the Governing Board, the President, or at least five Members jointly, may from time to time submit specific questions or proposals to the Members of the Governing Board in writing with a request for a vote in writing thereon. In any such cases, the affirmative written vote of the relevant majority of all Members participating in the voting as set forth in Subparagraphs (a) and (b) of paragraph 5 of this Article X shall constitute an act of the Governing Board.

8.         Whenever the provisions of this Statement permit any notice or vote to be given in writing, such notice or vote may be given by a signed letter delivered by mail or by hand, or may be given by telefax or email. All written votes shall be addressed to the Secretary General.

9.        In cases in which (i) a Member of the Governing Board abstains from voting, or (ii) a Member of the Governing Board is requested to vote in writing and no response is received by the Secretary General from the Member within 30 days after sending the request by mail, telefax, or email, the Member shall be counted as having not participated in the voting.

10.       In the event the President determines that action of the Governing Board is required on an urgent matter and that there is not sufficient time for giving of the notice called for by this Article X, the President may give shorter notice and action taken at a meeting held pursuant to such shorter notice shall be valid provided two-thirds of the Members of the Governing Board consent in writing to such shorter notice.

11.       Members of the Governing Board may delegate their voting rights under this Article in writing to other Members of the Governing Board.

 

COMMITTEES

Article XI

1.         There shall be an Operating Committee consisting of the President, the three Vice Presidents, the Secretary General, the Executive Director, the Chairman of such other committees and such other Members as the Governing Board may from time to time designate. The President shall act as Chairman of the Operating Committee. The Operating Committee shall advise the President between meetings of the Governing Board and may also submit recommendations to the Governing Board.

2.         There shall be such other committees or similar bodies as the Governing Board may from time to time designate. The purposes, members and chairman of each such committee shall be determined by the Governing Board. The Governing Board may authorize inclusion on any committee, or similar body, of Members, Advisory Members or persons in any category that may be established pursuant to Article IX hereof.

3.         The President and the three Vice Presidents shall be ex officio Members of all committees.

4.         The Secretary General and the Executive Director shall be kept informed of the activities of each committee.

 

FINANCES AND ASSETS

Article XII

1.         Each Member, Advisory Member and person in any category that may be established pursuant to Article IX hereof will pay his/her own personal expense in attending meetings and engaging in activities of ICCA and its committees, except to the extent that the Governing Board may authorize reimbursement of expenses incurred on behalf of ICCA or may delegate to the Secretary General or the Treasurer the power to authorize such reimbursement.

2.         The Treasurer shall render a written financial report to the Members at least once in each calendar year. That report shall be accompanied by a report prepared by the Treasurer concerning the finances of the Society.

3.         The Governing Board may not impose any financial obligation on any Member or Advisory Member, or any institution with which any such person may be associated, without the express consent of such person or institution.

 

SECRETARIAT

Article XIII

1.         There shall be a permanent ICCA Secretariat to manage such matters as the Governing Board may determine, including general membership as referred to in Article IV(4) and committees referred to in Article XI.

2.         The Governing Board shall designate the Executive Director of the ICCA Secretariat or entrust another physical or legal person with such designation.  The Executive Director shall be responsible for the day-to-day operations of the ICCA Secretariat and report annually to the Governing Board thereon. The Executive Director shall be an ex officio Member of the Governing Board.

AMENDMENTS

Article XIV

This Statement of Purposes and Procedures may be amended by vote of the Governing Board conducted in accordance with the special provisions set forth in Article X. Written notice of any proposed amendment shall be sent to all Members along with the notice of the meeting.

 

 


 

 

 


* This amendment was adopted on June 1, 2012, in accordance with Articles X and XIV of the ICCA Statement of Purposes and Procedures adopted January 6, 1975, as amended. By amendment of Article IV(2) adopted May 1, 2007, the maximum number of Members of the Governing Board was increased to forty-five.

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