Rules of the Society
(Adopted at the Inaugural meeting held on 13th July 1983. Amended at the Annual General Meetings held on 20th March 2002 and 12th March 2003)
1. NAME AND ADDRESS
The Society shall be called The Society of Construction Arbitrators. Its address shall be the address of the Honorary Secretary from time to time.
(a) To lay down and secure the maintenance of standards to be observed by members in connection with their work as arbitrators or umpires or otherwise in connection with the resolution of disputes..
(b) To give any member at his request advice on specific questions relating to the conduct of arbitrations and to arbitration procedure.
(c) To consider and endeavour to obtain any amendments to the law, or improvements in procedure, of arbitration which may seem desirable.
(d) To represent the members of the Society in all discussions and any negotiations or dealing with Authorities, Organisations, Institutes, Companies, Firms and/or persons engaged in or concerned with arbitration in the Construction Industry.
(e) By recommendation and advice to assist and encourage arbitration as an appropriate and expeditious procedure for the determination of disputes in the Construction Industry.
(f) To publish by way of studies, talks, articles, reviews, leaflets, pamphlets, newsheets, magazines, or other means information relating to arbitration as it applies to the Construction Industry.
(g) To take any action which at any time may seem advisable to uphold the prestige and impartiality of members and of the arbitral procedure.
(h) To collect entrance fees, subscriptions, donations, grants and the like.
(i) Generally to do all such things as in the judgement of the Committee or of the Society may be necessary or convenient for the attainment of the above objects or any of them.
The business of the Society shall be managed by a Committee. The Committee shall exercise
(a) The powers and authorities expressly conferred on it by these Rules and
(b) All the powers and authorities of the Society save only those which by these Rules are expressly required to be exercised by the Society in General Meeting. In particular the Committee may seek, and use the funds of the Society to pay for legal advice on any matter concerning or relating to the affairs of the Society on any occasion when the Committee consider that it is necessary or advisable so to do.
Provided always that the Committee shall not incur, without the previous sanction of a general meeting, any expense which, having regard to any existing commitments, shall involve the Society in a total liability per member (as later defined) exceeding three times the annual subscription in any year of such member.
The Committee shall consist of not more than nine members of the Society. The Committee shall elect from their number a President who shall take the chair at all meetings of the Society and of the Committee. In the absence of the President, the members of the Committee present shall elect a chairman from their number. The Committee shall also appoint an Honorary Secretary (who need not be a member of the Committee) who shall also act as Honorary Treasurer.
The Committee shall meet as such times as it shall think fit. Four members shall constitute a quorum. It shall decide all matters on a show of hands and the chairman shall have a second or casting vote.
Any member of the Committee who shall without sufficient reason absent himself from more than six consecutive Committee Meetings shall be deemed to have resigned from the Committee.
At each Annual General Meeting, two of the members of the Committee (excluding the Honorary Secretary) who shall have been longest in office shall retire but they shall be eligible of re-election. In the interests of continuity the Honorary Secretary shall hold office for such period as may be determined by the Committee.
Nominations of other candidates for election to the Committee must be received by the Honorary Secretary not less than 48 hours before the Annual General Meeting in each year, with a signed declaration from the candidate that he is willing to serve. Any such nomination must be signed by the member proposing the candidate.
The Committee has the right to co-opt at any time any member as an additional committee-man to serve for such time as the Committee may decide; but such additional committee-man shall retire in any event not later than the conclusion of the Annual General Meeting next after the date on which he was co-opted. Any such additional committee-man shall not be entitled to vote at Committee Meetings.
5. HONORARY SECRETARY
The Honorary Secretary shall attend (in person or by deputy) all meetings of the Association and of the Committee and shall take the minutes of the proceedings. He shall cause such minutes to be entered in a book kept for that purpose and shall present the minutes for confirmation at the following meeting. The Honorary Secretary shall also be responsible for keeping the accounts of the Society which shall be for the calendar year. He or his deputy shall not be entitled to vote any meeting of the Committee unless he is a full member of the Committee.
6. BANK ACCOUNT
The Society shall maintain an account with the National Westminster Bank PLC at Holborn Hall, 108 Gray's Inn Road, London WC1 X 8AR.
The bank shall be instructed to honour all cheques and other orders drawn by and all bills accepted on behalf of the Society, whether such account be in credit or overdrawn, and to allow any of the securities or property of the Society, or documents of title thereto, which may be deposited with the bank, whether by way of security or otherwise, to be withdrawn provided such cheques, bills, orders or requests are signed by any one of the members of the Committee duly authorised for the purpose and countersigned by the Honorary Secretary and such signatures shall be sufficient authority and bind the Society in all transactions between the bank and the Society, including those specifically referred to.
7. ELECTION OF MEMBERS
Applications for membership shall be submitted in writing to the Honorary Secretary for consideration at one specified meeting of the Committee in each year. The election of candidates making such application shall be at the absolute discretion of the Committee and the Committee shall in no circumstances be under a duty to state its reasons for or against the election of any particular candidate.
Membership shall continue, subject to the provision of these Rules, from year to year without need for re-election.
8. CLASSES OF MEMBERSHIP
There shall be five classes of membership:-
- Arbitrator members
- Supporting members
- Overseas members
- Affiliated members
- Retired members
"Arbitrator Members" shall be restricted to those individuals who satisfy the Committee, in its absolute discretion, that they have been and are still substantially engaged as arbitrator, sole or joint, in disputes in the Construction Industry as a whole.
"Supporting Members" shall be:-
(a) barristers and/or solicitors who do not as a general rule practise as arbitrators or umpires but who satisfy the Committee that they devote all or a substantial proportion of their time to arbitrations in the Construction Industry.
(b) individuals who satisfy the Committee, in its absolute discretion, that they have been and are still substantially engaged as adjudicator, conciliator, mediator, dispute resolution board member or other tribunal in disputes in the construction industry as a whole.
(c) such other persons as the Committee may in its absolute discretion invite to become supporting members in recognition of their outstanding contribution to arbitration or to the resolution of disputes generally.
“Overseas members” shall be such persons who satisfy the Committee in its absolute discretion that they possess the qualifications necessary for arbitrator membership or supporting membership but who are citizens of and / or who reside and practise in countries other than the United Kingdom.
"Affiliated Members" shall be companies or organisations connected with the Construction Industry who are in sympathy with and wish to lend their support to the achievement of the objects of this Society.
Supporting, Overseas, Affiliated Members and Retired Members shall be deemed to be members of the Society, except that:-
(a) They shall not be eligible for election to membership of the Committee, though this shall not prevent the Committee from exercising its power of co-option.
(b) They shall pay annual subscriptions which shall be less than that payable by Arbitrator members but nevertheless fixed in the manner described by Rule 9 and
(c) They shall not be deemed to be members for the purposes of Rules 13, 14 or 16 insofar as they relate to a member forming part of a quorum and they shall not be entitled to vote either on a show of hands or on a poll.
The entrance fees and annual subscriptions for each of the above classes of member shall be such sums as shall from time to time be recommended by the Committee and approved by the Society in General Meeting.
Subject as herein provided entrance fees shall fall due immediately upon election and subscriptions shall fall due on l st of January in each year and such subscriptions shall be for the ensuing calendar year. Any member who attains membership in any year shall become liable to pay the entrance fee and his first annual subscription forthwith upon notification of election as a member. If he shall be elected on or after the 1st October in any year his subscription shall also cover the next following year.
Subscriptions are payable to the Honorary Secretary.
Any member who shall not pay his subscription within three calendar months after the same shall fall due shall be required by the Honorary Secretary to pay the same, and if he fails to pay for 28 days thereafter, his membership shall terminate forthwith provided that such termination shall not disqualify him from making application for re-admission as a member on such terms as the Committee may decide.
10. RESIGNATIONS AND RETIRED MEMBERS
Any member wishing to resign his membership shall give written notice to the Honorary Secretary on or before 30th November in any year; otherwise he shall be liable to pay his subscription in respect of the next current year.
The Committee may, at the request of any member so resigning, resolve that such member shall cease to be a member and shall become instead a retired member.
Retired members shall be entitled to attend, but not to vote at any general meeting of the Society. They shall not be reckoned in counting a quorum, nor be included in the number of members entitled to requisition an Extraordinary General Meeting, nor shall they be eligible to serve as members of the Committee. Save as aforesaid, retired members shall be deemed members of the Society.
11. EXPULSION OR SUSPENSION OF MEMBERS
Any member being charged with or suspected or conduct such as in the opinion of the Committee renders it desirable that an enquiry be held shall be invited to attend a meeting of the Committee, and the Committee shall then enquire into the nature of the allegations made against him. If after enquiry, the Committee finds that the allegations are established either in whole or in part against him, he may be cautioned or suspended, or required to resign his membership, or may be expelled from the Society; and the decision of the Committee may be published by the Committee in such manner as it thinks fit.
No member shall be suspended, required to resign or expelled except by a resolution supported by at least three quarters of the members of the Committee. No action or other proceedings shall lie against the members of the Committee or any of them in respect of any of the matters dealt with under this Rule and no member against whom the Committee has decided upon a suspension, requirement to resign or expulsion shall have any claim in respect of his subscription or otherwise howsoever.
A notice may be given by the Society to any member either by delivering the same to him personally or by sending it to him by post at his registered address. When a notice is sent by post, service of the notice shall be deemed to have been effected by properly addressing, prepaying and posting an envelope containing such notice and service shall be deemed to have been effected at the time at which the same would have been delivered in the ordinary course of post. A certificate signed by the Honorary Secretary to the effect that a notice was put into the post, prepaid and addressed to a member at his registered address, shall be deemed conclusive evidence thereof.
13. GENERAL MEETINGS
The Annual General Meeting shall be convened in March of each year. Ten members shall form a quorum, but if within 15 minutes after the time fixed for the holding of the meeting a quorum be not present, the meeting shall be dissolved and all matters which might, if a quorum had been present, have been done at the meeting so dissolved, may forthwith be done on behalf of the Society by the Committee.
At the Annual General Meeting in each year the Committee shall submit the accounts for the past year.
The business for the Annual General Meeting shall be
(a) To note aplogies for absence;
(b) To approve the minutes of the previous year’s Annual General Meeting;
(c) To receive the Report of the President for the previous year;
(d) To consider and approve the accounts of the Societyfor the previous year.
(e) To elect members of the Committee pursuant to Rule 4;
(f) To fix the annual subscription pursuant to Rule 9;
(g) To consider such other matters as the Committee may think desirable and
(h) Any other business.
An Extraordinary General Meeting may be convened at any time by direction of the Committee, or on the requisition of the Honorary Secretary signed by not less than 12 members and stating the business for which the Extraordinary General Meeting is required. If the meeting so requisitioned be not convened within 21 days, the said 12 members may convene the meeting themselves. At any Extraordinary General Meeting 10 members shall form a quorum; and if the quorum is not present within 15 minutes of the time fixed for the holding of the meeting then the meeting shall be dissolved.
At least 14 days notice of all General Meetings shall be given, but the non-receipt of such notice by any one or more members shall not invalidate the proceedings.
Should any member desire that a matter be brought up at a General Meeting (whether Annual or Extraordinary) he shall send particulars thereof in writing and signed by himself and one other member in such time that the Honorary Secretary receives the same at least 28 clear days before the date of the meeting. The Honorary Secretary shall then include such matter in the agenda for the meeting. No business not included in the agenda shall be voted on at any General Meeting.
At all General Meetings, except in regard to matters provided by Rule 14, a majority of votes decides a resolution. Voting shall be by show of hands unless a poll of all members entitled to vote be demanded by not less than 15 members present at the meeting. In the event of a poll the meeting shall be adjourned to such time and place as may be decided by the chairman of the meeting. The decision of the members as shown by the poll shall be reported to the adjourned meeting and shall be deemed to be the decision of such meeting. The chairman, on a show of hands or on a poll, shall have a second or casting vote.
14. ALTERATION OF RULES
These Rules may be altered by a resolution in General Meeting provided that the resolution is carried by a majority of not less than two thirds of those present at the meeting or, in event of a poll, by a majority of not less than two thirds of the members of the Society. A copy of these Rules and all subsequent amendments thereto shall be furnished to each member.
15. OBSERVANCE AND INTERPRETATION OF THE RULES
Every member undertakes and agrees to abide by the Rules for the time being in force, and to accept as final and binding the decision of the Committee in all cases of dispute of disagreement as to the interpretation thereof.
The Society may be dissolved by an Extraordinary General Meeting convened on the recommendation of the Committee or on the requisition of a simple majority of the members. If a dissolution be resolved on, the Committee shall so soon as possible liquidate the affairs of the Society, and if there be any net assets remaining on such dissolution, they shall be disposed of at the discretion of the Committee.