Branch Model Rules

1.1. The Branch’s attention is drawn to the following relevant sections in the Chartered Institute’s Supplemental Royal Charter and Bye-laws (as last published on March 2023) which pertain directly to Board of Trustees’ responsibilities and obligations vis- a-vis the Branches and concomitantly the Branch’s obligations to the Institute and the Board of Trustees.

1.1.1. Supplemental Charter Article 1(6) provides:

“The Institute shall have power to establish and/or close Branches of the Institute in such places and on such terms as it may decide.”

1.1.2. Bye-law 6 provides:

6.1. The Board of Trustees shall establish, maintain and/or close Branches of the Institute in accordance with Regulations as published from time to time. Applications to open a new Branch should be addressed to the Chief Executive Officer, in writing, in accordance with the Regulations.

6.2. The Board of Trustees shall cause to be published from time-to-time Branch Model Rules, which shall form the basis of all rules adopted by the Branches.

6.3. Any Branch shall be entitled, upon the approval of the Board of Trustees, to establish Chapters in accordance with the Institute’s Regulations and Branch Model Rules, which may apply from time to time.

6.4. The activities of each Branch shall be subject to the direction of the Board of Trustees.

6.5. Each Branch shall submit annual accounts and an annual report on its activities and proceedings to the Executive by 31 January in each year.

6.6. The assets of any Branch and its Chapters, and any monies held in any bank account maintained by a Branch and its Chapters shall be and shall remain under the beneficial ownership of the Each Branch and its Chapters shall account to the Institute. for such assets and monies in such manner and at such times as the Board of Trustees shall direct. The elected committee members and officers of every Branch and Chapter shall act as fiduciaries to the Institute for such monies.

1.1.3. Bye-Law 7.1 provides:

The principal management of the Institute shall be in such place within England and Wales as the Board of Trustees may direct.

2.1. Branch members have knowledge of the area in which they practice and are in direct contact with potential users of arbitration and alternative dispute resolution processes. Accordingly, Branches represent the Institute in their locality and are uniquely placed to develop and promote the objects of the Institute and particularly to promote and popularise arbitration and alternative dispute resolution. Together each and every Branch should strive to contribute to the development of the Institute, with a substantially expanded membership, as a worldwide network of Branches and in co-operation with local arbitral and ADR institutes.

2.2. The functions, duties and responsibilities of the Branches are as follows:

2.2.1. to promote and represent the Institute, its services, arbitration and ADR and uphold the standards of the Institute throughout the designated Branch area through use of the local media, by direct contact with the public, local professions, businesses and organisations by:

2.2.1.1. arranging and promoting both social and technical Branch activities, such as: periodic meetings for the reading of papers, the delivery of lectures, the holding of demonstration arbitrations and other ADR mechanisms; and

2.2.1.2. conducting arbitration and other ADR training courses, when so authorised by the CEO; the Branch will agree with the Education and Training Department of the Institute on an annual basis the level/type of course(s) that the Branch will run in the Branch area in the particular

2.2.1.3. arranging the acquisition and dissemination of useful information connected with arbitration and ADR; and

2.2.1.4. affording a means of professional and social communication between members of the Branch and others concerned with arbitration and ADR; and

2.2.1.5. co-operating with other professional bodies on matters of common interest; and

2.2.1.6. setting up and running arbitration and ADR surgeries as part of the CPD programme, as approved by the Board of Trustees; and

2.2.2. to seek to increase membership through recruitment campaigns for new members of appropriate professional backgrounds and capabilities and, inter alia, to:

2.2.2.1. assist the Board of Trustees in identifying those areas of commerce, industry and the services where there is likely to be a growing demand for arbitration and ADR within their geographical region.

2.2.2.2. within its geographical region, act as the focal point for its members and arbitration/ADR users by developing individual Branch sub-sites to the Institute’s website (and, in reasonable time, where it has an independent website, to transfer it to the Institute’s website platform), or to provide material (at least an introduction to the branch, a programme of events and committee contact details) to the Executive for inclusion on the Institute’s website; updating such material on a regular basis and encouraging the exchange of information.

2.2.2.3. where appropriate, encourage members residing in a particular part of the Branch area to form a Chapter.

2.3. The Branches of the Institute shall in addition, in relation to their own Branch only, have the following functions, duties and responsibilities:

2.3.1. To promote locally a wider knowledge of the law and practice of arbitration and ADR; and

2.3.2. where appropriate to consider and advise upon improvement in the law, practice and procedures of arbitration and ADR in the country or countries in which the Branch is located and to keep the Executive informed of relevant developments (in the case of UK Branches such matters should be discussed and agreed at the regular UK Branch Chair meetings so that there is a coordinated approach for England and Wales); and

2.3.3. when so authorised by the Board of Trustees, to establish a panel of suitably qualified arbitrators, mediators, and/or adjudicators; and

2.3.4. where appropriate and duly authorised, to set draft examination papers and answers for consideration and approval by the Education and Training Department.

3.1. Individual Branches are encouraged to assume a measure of devolved responsibility, under the umbrella of the Institute, in upholding its objectives, and in the provision of training and services as defined in the Supplementary Royal Charter and Bye-laws.

3.2. In order to ensure that the Institute, and ultimately its Branches, develops in a coherent manner, each Branch shall provide the Executive with a Branch Plan supported by a Proposed Budget, thus forming a Business Plan for their development by the end of September each year for programmes commencing the following year.

4.1. Guidelines (issued by the Board of Trustees from time to time) for members wishing to set up a new branch are set out in Annex 1 to these Rules.

4.2. Guidelines (issued by the Board of Trustees from time to time) for members wishing to set up a new chapter or to upgrade a chapter to a branch, are set out in Annex 2 to these Rules.

November 2011 (with minor revisions November 2023)

The Branch shall be called the............................. Branch and these Rules shall be subject to the Supplemental Charter and Bye-laws of the Institute. The Branch shall cover the following area: …...............................................

In these Rules:

3.1. Membership of the Branch shall comprise those members of the Institute whose billing address, as shown on the member’s profile and recorded in the central membership database, is within the Branch area.

3.2. In addition, a member may be affiliated (at no cost to the member) to one or more Branches other than the Branch in which they are located, as above, if they so wish. In this event the member should apply to the Branch of their choice for affiliation. Affiliation to a Branch entitles the member to attend all Branch meetings. It does not give a member any voting rights in such Branch or any right to stand for election to the Branch Committee of such Branch. The Branch shall have the right to determine whether it wishes to accept or reject that member’s application, which shall not be unreasonably refused.

3.3. In the event of the billing address of a member being in an area where there is no Branch, then, should they wish to join a Branch, they should apply to the Executive for membership of the Branch of their choice. The Executive will determine whether the member may join the Branch of their choice and will not unreasonably decide that they should join a different Branch.

3.4. In the event of a dispute over membership of a Branch the dispute may be referred by a member to the Chief Executive Officer for a decision.

3.5. Upon ceasing to be a member of the Institute, a person shall also forthwith cease to be a member of any Branch of the Institute.

4.1. England and Wales Branches - no entrance fee or annual subscription shall be charged by the Branch to its members. The Branch may, however, make appropriate charges to members attending such meetings, functions or other Branch activities as may be organised by the Committee.

4.2. International Branches – may charge an annual subscription up to a maximum of the difference between the England and Wales subscription and that for International members of equivalent grade. International Branches shall also be entitled (in consultation with the Board of Trustees) to agree among individual members of such Branch as to whether or not a Branch subscription is to be payable, on the grounds of hardship. With regard to members resident in countries for which members in Annual General Meeting have agreed special provision, the level of Branch subscription will be set accordingly.

4.3. The actual level of subscription for those members of Branches who are not located in an area for which special provision has been made is to be set after consultation with the Board of Trustees. It is to be collected by the Institute, unless otherwise agreed, and thereafter remitted to the Branch.

5.1. Ordinary meetings of the Branch for educational or social or other similar functions shall be held at such times and places as the Branch Committee shall decide. The meeting shall be chaired by the Chair Chair or, in their absence, by the Vice-Chair of the Branch or by such other person as the Branch Committee may decide.

6.1. The year for the purpose of the annual report and accounts shall be as per the Institute’s financial year, which commences on the 1st of January.

6.2. The Branch shall on or before the 30th day of April in each year hold an Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it. The Annual General Meeting shall be held at such time and place as the Branch Committee shall appoint.

6.3. The purpose of the Annual General Meeting of the Branch shall be to receive the report of the Chair, the financial statement of the Branch, either the report of the auditors or the independent examiner, whichever is appropriate and to approve the election of members and the appointment of ex officio members of the Branch Committee for the ensuing year, which shall be deemed to be ordinary business. Any other matters raised by the Branch Committee at the Annual General Meeting will be deemed to be special business.

6.4. The agenda shall set out the ordinary and special business to be transacted at the Annual General The agenda shall accompany the notice calling the Annual General Meeting.

6.5. No business shall be transacted at any Annual General Meeting unless there is a quorum of at least five members personally present and entitled to vote in the case of Branches with less than 500 members; in the case of Branches with 500 or more than 500 members, the quorum shall be 1% of the Branch membership from time to time, such members to be personally present and entitled to vote. The Chair of the meeting shall have a casting vote.

6.6. If within thirty minutes from the time appointed for holding the Annual General Meeting, a quorum of members is not personally present, the meeting shall stand adjourned to such time and place as the Chair, with the consent of the meeting, shall prescribe. The Honorary Secretary shall inform the members of the date and time of the adjourned meeting in accordance with the notice provisions set out in Rule 9 below.

6.7. On any resolution put to the meeting, (save in respect of elections to the Branch Committee which are governed by Rules 10 and 2 below) a vote shall be taken by a show of hands (which will involve the counting of proxies held by Members attending) or if a poll is demanded the procedure shall be that set out in Bye-law 19.22.

6.8. If a Member desires to raise any matter at an Annual General Meeting, they shall give written notice thereof to the Honorary Secretary not less than twenty- one days before the date of the meeting and such matter shall be included on the agenda. No decision may be taken on any matter not on the agenda

6.9. The Branch Secretary shall send copies of the following documents to the Executive:

(a) 6.10.1 to be sent by no later than 14 days before the Annual General Meeting:

• • • the notice calling the Annual General Meeting; and
    • the agenda.

(b) 6.10.2    to be sent within 2 months of the holding of the Annual General Meeting:

• • • the minutes of the Annual General Meeting;
    • in the event of there having been a postal vote, a copy of the scrutineers’ report as specified in Rule 9.8 below; and
    • a letter confirming that the notice periods prescribed in Rule 9 and 2 have been duly complied with.

7.1. By resolution of the Branch Committee, or at the request of the Branch Chair, or upon a requisition in writing of ten or more members of the Branch specifying the purpose of the meeting, the Branch Secretary shall convene an Extraordinary General Meeting, giving members twenty-eight days’ notice. The agenda accompanying the notice shall state the purpose for which the meeting is called. Every such meeting shall be held within forty-two days from the passing of such resolution or the receipt of such request or requisition. The quorum shall be ten members present and entitled to vote. The Chair of the meeting shall have a second or casting vote. On any resolution put to the meeting, voting shall be in accordance with the procedure at Rule 6.8 above.

8.1. At least twenty-eight days’ notice specifying the place, day and hour of a general meeting and, in the case of special business, the general nature of the business shall be given to the members in manner hereinafter mentioned, but the accidental omission to send such notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings.

8.2. The Branch Secretary is to send a notice to members to invite nominations for election to the Branch Committee from the members of the Branch. The timetable for inviting nominations shall be in accordance with Rule 11.2.

8.3. If additional matters are raised, as per Rule 9, an amended agenda should be sent to all members fourteen days before the date of the meeting.*

8.4. Any notices to be given to or by any person pursuant to these Rules shall be in accordance with sections 308 and 1168 of the Companies Act 2006 (which, for the avoidance of doubt, shall include electronic communications).

8.5. The billing address of the member, as shown on the member’s profile and recorded in the central membership database, shall be the address to which all notices by the Branch shall be given. If any member fails to notify the Executive of any change to their billing address, they shall not be entitled to receive notices of meetings or other proceedings of the Branch, and no meetings or proceedings shall be invalidated or prejudiced by reason of nonreceipt by them of any notice.

8.6. The Branch may give notice to any member either personally or by sending it by post in a prepaid envelope addressed to the member at their registered address or by leaving it at that address or in accordance with sections 308 and 1168 of the Companies Act 2006 (which, for the avoidance of doubt, shall include electronic communications).

8.7. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. In the case of an Electronic Communication, the provisions of section 1168 Companies Act 2006 shall apply. A notice shall be deemed to be given at the expiration of forty-eight hours after the envelope containing it was posted, or in the case of a notice contained in an Electronic Communication, at the expiration of forty-eight hours after it was sent.

*It is anticipated that if the Secretary sends out an Agenda and Notice calling a meeting 28 days before an AGM, a member may then raise any additional matter by informing the Secretary not later than 21 days before the AGM. Thereafter the Secretary will have to send out an additional Agenda within 14 days of the meeting.

9.1. A postal vote (or such other method of voting as may be prescribed by the Byelaws from time to time) shall be necessary in cases where there is to be a contested election to fill a vacancy or vacancies on the Branch Committee (Rule 2) or to elect the Branch.

9.2. Candidate for Presidential Elections (Rule 11.4). The procedure for an election by postal vote (or such other method as referred to above) shall be in accordance with Bye-law 19.16 and shall be as follows:  one of them is willing to act.

9.3. The Branch Chair shall forward the nomination papers to every eligible member at least fourteen days prior to forwarding the voting papers as specified in Rule 9.5. Branch members may only nominate members from their own Branch.

9.4. If there is more than one candidate nominated, any candidate may within seven days of the closing date for the nominations withdraw or, with their consent, be withdrawn by the nominators in writing. If there are still two or more remaining candidates, an election shall be conducted as set out below. If the candidates validly nominated are not more in number than the number of vacancies, those nominated shall be deemed duly elected.

9.5. The Branch Chair shall, in accordance with the time limits laid down in the Bye-laws in these Rules and the Bye-laws, forward a voting paper to every eligible member and the voting paper shall be in such form as the Chief Executive Officer from time to time directs.

9.6. The voting papers shall be delivered or returned by post, prepaid, to the scrutineers at least seven clear days before the date fixed for the Branch Annual General Meeting. Any voting paper not received by that date shall be invalid.

9.7. As soon as the voting papers have been examined and the results of the election ascertained by the scrutineers, the voting papers, which shall remain confidential at all times, shall be retained by them for one month after the election, and then destroyed.

9.8. The scrutineers shall make and sign a report in which they shall state the total number of voting papers received, the number rejected and the grounds for rejection, the total number of votes in favour of each candidate, and the names of those who are duly elected, and shall send such report to the existing Branch Chair and the Chief Executive Officer, not later than three clear days before the date of the Branch Annual General Meeting.

9.9. The scrutineers' report shall be conclusive as to the facts of the election, notwithstanding any irregularity or informality. Provided always that if there be an equality of votes the Chair of the Branch Annual General Meeting may give such casting vote as may be necessary to remove the equality and complete the election.

9.10. The report of the scrutineers shall be read at the Branch Annual General Meeting.

9.11. Elections under this Rule shall take effect as from the conclusion of the Branch Annual General Meeting.

10.1. In accordance with Byelaw 1 there may be a President. The election procedures are set out in the Regulations.

11.1. The management of the Branch shall be vested in the Branch Committee, which shall consist of not less than six or more than fifteen members (“the elected members”) and in addition not more than five of the duly elected Chairs of the Branch’s Chapters.

11.1.1. At each Annual General Meeting one third of the elected members, or if the number of elected members is not a multiple of three, then the number nearest to but not exceeding one third shall retire from office. Those to retire shall be those who have been longest in office since their last election and, in the event of two or more having been in office for the same length of time, and a lesser number having to retire, such lesser number shall either retire by agreement or by drawing lots. Any elected member wishing to stand for re-election will need to be re-nominated by two members in accordance with Rule 11.2.

11.1.2. In the case of a Branch having less than 500 members, no elected member may serve on the Branch Committee of such Branch for more than three consecutive terms. In the case of a Branch having 500 or more than 500 members, no elected member may serve on the Branch Committee of such Branch for more than two consecutive terms. If an elected member wishes to seek re-election after two or three consecutive terms (as the case may be), they shall not do so until one year has elapsed from the date that they ceased to be a member of the Branch Committee*.This requirement shall not apply to an elected member who, in their second or third term (as the case may be depending on the size of the Branch membership), is the Vice Chair, Honorary Secretary, or Honorary Treasurer and intends to stand for election by the Branch Committee as Chair or Honorary Treasurer after their current term expires; such elected member may stand for election to the Branch Committee for one further term only, notwithstanding that they have already served two or three terms (as the case may be).

11.2. The procedure for election of elected members of the Committee shall be as follows:

Nominations for election to the Branch Committee signed by two members must be lodged with the Branch Secretary accompanied by a statement from the nominee that, if elected, they will accept office. No person who is not a member of the Branch may nominate or be nominated as a candidate.

Time periods for the election procedure (in days before the date of AGM)

11.3. The names of retiring elected members of the Branch Committee who are willing to be re-elected thereto shall be notified to the members in the notice by the Branch Secretary inviting nominations specified in Rule 8.2.

11.4. The Chair(s) of the Branch’s Chapters shall have the same status on the Branch committee as the elected The electoral arrangements for Chapter Chair(s) are set out in Annex 2 to the Branch Model Rules. If there are more than five Chapter Chair(s) who qualify to be members of the Branch Committee then they shall nominate five of their number to serve. If they cannot agree who is to serve, the Branch Chair shall supervise a ballot among the Chapter Chairs.

11.5. The Branch Committee shall have power to fill any casual vacancies that may arise and any member so appointed shall remain in office until the next Annual General Meeting.

11.6. The Branch Committee shall meet at such times and places as it shall Minutes of the business transacted at such meetings, including a record of the attendance of the members of the Branch Committee, shall be kept by the Honorary Secretary.

11.7. No business shall be transacted at any Branch Committee meeting unless there is a quorum of at least four members personally Participation in the meeting by any of the means set out in Bye-law 2.17 shall constitute presence at the meeting.

11.8. The immediate past Chair shall be an ex-officio member of the Branch Committee and shall have the right to vote. The immediate past Chair shall not offer themself for re-election to the Branch Committee until at least three years have elapsed from the expiry of their last term of office.

11.9. The Trustee for the Region within which each Branch is situated shall be an ex officio nonvoting member of such Branch Committee and shall be entitled to receive all Branch Committee papers of the Branch, on request. In the case of UK Branches the Trustee informally allocated to the Branch (see Regulation 7) shall be an ex officio non-voting member of such Branch Committee and entitled to receive Branch Committee papers of the Branch, on request.

11.10. The President shall be entitled to attend any Branch Committee meetings and receive Branch Committee papers, on request, in their ambassadorial role.

11.11. Should any member of the Branch Committee cease to be a member of the Institute or leave permanently the geographical area covered by the Branch or be absent without an accepted apology from three consecutive meetings, they shall be deemed to have vacated office.

* The rule relating to the number of terms a member may serve on a Branch Committee is intended to facilitate the rotation of Branch Committee membership. In smaller Branches there may be occasions when, despite calling for nominations, there is a shortage of members willing to stand for election to the Branch Committee. In such a case, the Branch may apply in writing, through the Chief Executive Officer, to the Board of Trustees for a waiver of the limit on the number of consecutive terms a particular member may serve on the Branch Committee. A waiver will only be granted if the Board is satisfied that, under all the circumstances, there are insufficient members willing and able to serve on the Branch Committee.

12.1. The Branch Committee shall from amongst its members elect annually (and shall have power to fill casual vacancies) a Chair, one or more Vice Chairs, an Honorary Secretary an Honorary Treasurer, a Public Relations Officer. In the absence of exceptional circumstances, a member shall not serve as Chair for a period longer than three years without a break of one Where exceptional circumstances are deemed to exist, specific approval is to be obtained from the Board of Trustees.

12.2. The Branch Committee may also appoint an Education and Training Officer, a Webmaster, a Membership Development Officer, and/or an Events Coordinator, from among the members of the Branch, to assist the Branch Committee.

12.3. A Vice Chair shall deputise for the Chair in their absence, and in the event of there not being a successor to the chair after a consecutive three-year term of office, the Vice Chair shall take the chair on a pro term basis until the next Annual General Meeting at which a Chair shall be elected to the Branch Committee.

12.4. Any two of the offices of Honorary Secretary, Honorary Treasurer, Branch Public Relations Officer, and/or Vice Chair may, at the discretion of the Branch Committee, be held by one person.

12.5. The Board of Trustees shall have the power to investigate and if deemed necessary dismiss the Chair, Vice Chair, Honorary Secretary, Honorary Treasurer, Public Relations Officer and/or any other officer of the Branch Committee should there be evidence of any significant failure in the proper management of the Branch or the duties of the officer. The Board of Trustees shall not dismiss any officer until it has received representations from the Branch Committee and the individual concerned. Such representations may be made in writing or, if so requested or deemed appropriate, in person at a meeting of the Board of Trustees.

12.6. If 10 members of the Branch, consider that the Chair is not able to discharge the duties of their office they may requisition the Branch Secretary to summon an Extraordinary General Meeting. If such meeting resolves that the Chair is not able to discharge those duties the Chair shall be deemed to have resigned.

12.7. In accordance with Article 1 and Bye-law 5.1 (4) a representative from each of the Branches will normally represent their Branch at the biennial meeting of Congress.

13.1. The Branch may appoint from amongst eminent members of its local community one or more Each Patron must be a person whom the Branch considers will prove effective in helping the Branch to develop and to fulfil its objectives. Before any approach is made, the Branch must obtain the agreement of the Board of Trustees to the appointment.

14.1. The assets of the Branch including any Chapter or Chapters established in accordance with Bye-law 6.6 and any monies held in any bank account maintained by the Branch, and/or any of its Chapters, shall be and shall remain under the beneficial ownership of the Institute. The Branch and its Chapters, if any, (through the Branch) shall account to the Institute for such assets and monies in such manner and at such times as the Board of Trustees may direct, as provided herein in Rule 14.3 below. In accordance with the provisions of Bye-law 6.6, the Branch and its Chapters, if any, and the elected committee members and officers thereof shall act as fiduciaries to the Institute for such assets and monies.

14.2. The funds of the Branch shall be derived from:

14.2.1. a discretionary grant which may be made by the Board of Trustees each year; or,

14.2.2. for International Branches, the Branch annual subscription; and

14.2.3. any surpluses which may accrue to the Branch through its activities.

14.3. The funds shall be under the management of the Branch Committee and shall be used only to pursue the objectives of the Institute in their geographical area and support the business plan of the Branch, and its Chapters, if any, as agreed with the Board of Trustees each year, if applicable*. In the event of the Branch being closed or amalgamated or in some other way ceasing to exist in its present form, such funds will be disposed of as directed by the Board of Trustees.

14.4. The Branch shall open an account in the name of the Branch at a bank approved by the Committee and shall, through its Honorary Treasurer, keep proper income and expenditure accounts which shall be made up to the end of each quarter. The Branch shall file a statement of account a copy of the bank reconciliation as at the quarter- end and such VAT information (in the case of UK Branches) or any such equivalent tax for International Branches or Chapters, as the Institute may require with the Institute quarterly by the 14th day following the end of the calendar quarter. Year-end information shall be sent to the Institute no later than the 31st of January of the year following the last financial year. The Branch financial records must always be kept up to date and be made available for inspection by the Institute or its auditors on reasonable notice, if so requested. All Branches must comply with local legal and tax requirements. A Chapter may, with the approval of the Branch Committee, open a Chapter account and shall supply the Branch with such information regarding the Chapter account as the Honorary Treasurer of the Branch shall require.

14.5. It is a requirement for all larger Branches to have their year-end accounts and financial records externally audited. Larger Branches are defined as those Branches which in the previous financial year had either total income or net assets in excess of £10,000 or have one or more Chapters within the Branch area. The funds of any such Chapter shall be part of the assets of the Branch (as stated in Rule 14.1) and such funds shall be included in the Branch accounts and be subject to the Branch audit. All Branches, including those that do not meet these criteria, may be subject to periodic visits by Institute staff for the purpose of carrying out an internal audit to ensure that information being reported to the Institute in accordance with Rule 14.4 is being properly and accurately compiled with the cost of such routine visits being borne centrally. Branches which fail to meet the timetable for the submission of financial information laid down in Rule 14.4 may be visited by Institute staff in order to prepare or otherwise obtain the information required by that rule and the cost of such visits will be borne by the Branch.

14.6. The person appointed by the Branch to carry out the audit function required by Rule 14.5 must be independent. This person may be either a Registered Auditor or an independent examiner. A Registered Auditor is an individual holding appropriate qualifications who has been entered on the Register of Auditors under the Companies Act 2006 in the UK or the equivalent legislation elsewhere. An independent examiner need not be a practicing accountant but must have the requisite ability and practical experience to carry out a competent examination of the Accounts and must have no connection with the Trustees (the individual Board of Trustee members) which might inhibit the impartial conduct of the examination. The following persons are deemed to be connected persons for this purpose:

(a) Branch Committee members or other Branch officials;

(b) A major donor or beneficiary;

(c) A close relative, business partner or employee of a person within (a) or (b) above.

Every effort should be made to have the audit carried out on an honorary basis, but it is recognised that in order to maintain complete independence, there may be circumstances where an appropriate fee will be required.

14.7. Cheques shall be signed by the Honorary Treasurer and one other member of the Branch Committee. The Honorary Treasurer and one other Branch Committee member shall be authorized to carry out electronic transactions of Branch funds if the Branch maintains an electronic bank account.

14.8. In the event of any unexpected expenditure arising, from for example the calling of a requisitioned Extraordinary General Meeting, the Branch may apply to the Institute for a supplementary grant before incurring the expenditure. The Institute will consider all such requests in a timely manner but will not be bound to make any grant, either in whole or in part.

14.9. For the avoidance of doubt, in the event of any breach of the fiduciary duty imposed by this section of the Rules on the Branch elected committee members and officers thereof, in connection with the financial control and regulation of the assets and funds of the Branch, the individuals concerned may be held personally liable to the Institute to make good any losses sustained/caused thereby.

* Business Plans shall normally be approved by the Board of Trustees before the end of the calendar year preceding the year to which they relate.

15.1. A “Chapter” is a subsection of a Branch of the Institute, formed to further the Object of the Institute at its local level.

15.2. Any Branch shall be entitled, upon the approval of the Board of Trustees, to establish Chapters consisting of members residing in a particular part of the Branch area. The requirements for establishing a Chapter in Branch area and for upgrade of a Chapter to a Branch are set out in Annex 2 to these Rules.

15.3. The role and function of the Chapter shall be to:

• promote and represent the Institute, its services, arbitration and ADR throughout the designated Chapter area, and
• to provide those members within the Chapter’s geographical area additional localised networking and socialising opportunities.

• With the prior agreement of the Branch Committee and through it where necessary of the Education and Training Department, to arrange, promote and conduct both social and technical activities, training courses and assessments on behalf of the Branch.

15.4. The affairs of each Chapter will be managed by a Chapter Chair and, where constituted, a Chapter Committee under the direction of the Branch Committee to which they must regularly report and act in conformity with these Branch Model Rules and any rules, regulations or Bye-laws which may be promulgated by the Institute from time to time. The requirements for appointment and elections of Chapter Chairmen and Chapter Committees are set out in Annex 2 to these Rules.

15.5. The Chapter Committee and/or the Chapter Chair(s) shall have such powers authorities and discretions with respect to the management of the affairs of the Chapter, as are consistent with the Branch Model Rules, which the Branch Committee may in its discretion confer on it, or the individual, from time to time.

15.6. Each duly elected Chapter Chair of a Chapter in a Branch’s geographical area shall be a member of the Branch Committee (in accordance with the provisions of Rule 1 and 11.4 above) save that no more than five elected Chapter Chairs may serve on the Branch Committee at any one time.

15.7. The Branch committee may:

• Fill any casual vacancy that may arise in the Chapter committee, and/or replace an appointed (but not elected) Chapter Chair, from time to time; and
• appoint up to three Branch members to be additional members of the Chapter committee with the agreement of the Chapter Chair (if they have been duly elected).Any member so appointed shall remain in office until the next elections for the Chapter committee.

15.8 The Branch Committee shall have the power to investigate and if deemed necessary remove any duly elected Chapter Chair and/or member of a Chapter committee and if thought fit appoint another individual in place of that office holder, should there be evidence of any significant failure in the proper management of the Chapter or the duties of the officer. The Branch committee shall not dismiss any officer until it has received representations from the Chapter Committee and the individual Such representations may be made in writing or in person as deemed appropriate by the Branch committee. There shall be a right of appeal to the Chief Executive Officer who shall, in their discretion, decide whether the Board of Trustees should become seized of the matter.

15.9. The provisions of these Rules that govern the conduct of the Branch committee shall apply mutatis mutandis (insofar as they are practicable and subject to the express requirements of Annex 2) to the Chapter committee and/or the Chapter Chair, as the case may be.

15.10. The Branch retains ultimate control and responsibility for networking, training and other professional and social events within the Branch area, but it has a duty both to provide funds and to ensure their ready availability to Chapters. In particular, the Branch must be confident, when applying for the establishment of a Chapter, that it will be able to support the Chapter while it begins to develop the range of activities outlined in Rule 15.3, and that the Chapter can reasonably be expected to become financially self-sustaining in the medium term (see paragraph 2.2.2.3 of the Preamble, Rule 15.3 and paragraph 1.c of Annex 2 of the Branch Model Rules).

15.11. The assets of any Chapters, and any monies held in any bank account maintained by Chapters, shall be under the direction of the Branch Committee, and shall remain under the beneficial ownership of the Institute.

15.12. Each Chapter shall account to the Branch for such assets and The elected committee members and officers of every Chapter shall act as fiduciaries to the Institute for such monies.

16.1. Branches shall be permitted to form SIGS from amongst their members in order to address needs or topics of particular interest to a cross-section of their members.

16.2. A SIG shall have as its leader a SIG Chair who will report to the Branch Committee as to the activities of the SIG.

16.3. The Branch Committee may allocate funds of the Branch to enable a SIG to hold events and other activities as agreed with the Branch Committee from time to time.

16.4. Each Branch is strongly encouraged to form a SIG to address the interests of Young Members in the The Branch Committee shall allocate funds of the Branch to support its Young Members SIG. A Young Member shall be defined as a member (of any grade) below the age of 40.

16.5. Where a Branch forms a Young Members SIG, the SIG will appoint a Young Members Group Representative (“YMGR”) who will have an ex officio seat on the Branch Committee. The YMGR will also represent the Young Members SIG on any International steering group set up by the Institute for Young Members’ interests.

17.1. Branches and Chapters shall be permitted to refer to themselves as a Branch or Chapter of the Chartered Institute of Arbitrators and may commission the printing of official stationery bearing the Institute’s and the Branch’s full name and the Institute’s logo. The elected officers on the Branch or Chapter Committees thereof, are only licensed to use the Institute’s logo and name for the purposes of dealing with Institute and Branch business. All use of the name, trademarks and logos of the Institute, shall be subject to the regulation and control of the Institute.

17.2. Branches and Chapters may only register Intellectual Property Rights in the name of the Institute (rather than in the name of the Branch or Chapter). If there is a local legal restriction which has the effect of preventing registration of the Intellectual Property Rights by the Institute, the Branch or Chapter shall not register any intellectual property rights in the name of the Branch or Chapter without the prior written consent of the CEO.

18.1. In order to assist with Branch administration, the Branch shall be permitted to employ, engage or otherwise hire a person or persons or a service company or other entity PROVIDED ALWAYS THAT:

18.1.1. Such person(s) or company will be paid by the Branch from Branch funds;

18.1.2. The Branch Secretary shall inform the Executive as to, and supply details of, the employment, engagement, or hiring of any such person(s), company, or other entity;

18.1.3. No family member of a member, whether related by blood or marriage, shall be employed engaged or hired as above, whether directly or through any service company;

18.1.4. the Branch shall be responsible for any tax (including but not limited to income tax, national insurance, social security contributions and any other liability, deduction, contribution, assessment, or claim) arising from or made in connection with either the employment or engagement or any payment or benefit (where such recovery is not prohibited by law); and

18.1.5. the Branch shall comply with all applicable laws, regulations, codes and sanctions relating to the employment or engagement.

19.1. By reason of the Institute’s Chartered and charitable status, these rules shall be interpreted according to the laws of England and Wales, consistently and in accordance with the Institute’s Royal Charter, Bye-Laws and Regulations in force for the time Any dispute or difference arising between the Institute and any Branch or any member in relation thereto shall be referred to the Board of Trustees whose decision shall be final and binding.

19.2. These Rules shall be adopted by Branches without amendment, unless particular local circumstances or local law necessitate amendment to any part of them. In that event, amendment may be permitted after submission of reason and justification (including where appropriate written advice from local legal Counsel) for proposed amendments and only then with the prior consent of the Chief Executive Officer.

1. The Branch Model Rules set out in detail the responsibilities, powers and rules of a Branch of the This document is intended as a guide to setting up a branch and should be read in conjunction with the Branch Model Rules.

2. The Board of Trustees has adopted the following guidelines when it considers whether to approve the formation of a Branch:

2.1. There shall be a minimum of 40 members (in good standing) in the geographical area of the proposed Branch*.

2.2. The majority of those members must be willing to support the setting up and running of the Branch.

3. While the Board of Trustees requires 40 members to recognise an official Branch it recognises that there may not be 40 members of the Institute in the area at the onset of the process.

4. The Institute recommends a minimum of 6 people, and preferably 12, acts as an interim committee (“steering group”) for an embryo branch, their goal being to get the minimum 40 members. They should elect a Chair and a secretary.

5. The route to gaining members is usually through introductory courses leading to Associate grade (ACIArb), but if the region in question has an existing population of practicing arbitrators it may well be that they will automatically qualify for membership at other grades (MCIArb or FCIArb).

6. The Institute can help with the organisation of an introductory course, but where this involves overseas travel, we would suggest that the steering group attempt to find at least 30 candidates to make the course cost effective. The Institute’s Education and Training team will be happy to advise.

7. Once the results from the assessments or examinations from courses are available, the steering group should decide whether they have sufficient support and interest to proceed with the formation of a Branch.

8. Another method that has proved effective in the past is to organise a conference on some aspect of arbitration or ADR in the This will attract interest from practicing lawyers and may even provide the opportunity to mount a workshop on the back of the conference, leading to membership.

9. The process of obtaining approval from the Board of Trustees for the formation of a new Branch is generally in two stages.

*A group of members (not being part of a Chapter) within an existing Branch area wishing to form a new Branch will not, except in the most exceptional circumstances, be permitted to do so without first having demonstrated that they can be viable as a Chapter over a period of at least five years.

10. The steering group should formally request (through the Executive) the Institute’s Board of Trustees to approve the formation of a Branch in principle. (A Branch Application template is available from the Executive on request. This sets out the information which the steering group will need to provide to satisfy the Board of Trustees that a new Branch in the proposed area will be viable).

11. Although the detailed legal requirements for the Branch constitution will be dealt with as part of the second stage (see below), it is imperative that the steering group is confident that there are no issues arising out of local legal requirements which make it impossible to set up the branch, before proceeding to submit the formal Branch Application (above) to the Board of Trustees.

12. Once the Board of Trustees has approved the formation of a Branch in principle, the second stage is to deal with the setting up and approval of the Branch The issues in setting up the constitution are discussed in more detail below. It is important to note that any variations of or amendments to the Branch Model Rules (which are the standard form) require further approval from the Board of Trustees. For this second stage, the steering group/ proposed officers should liaise directly with the Institute’s General Counsel and Director of Legal Services.

13. As part of the application process, enquiries should be made into any requirements of the local jurisdiction as to any legal formalities of setting up the branch. From experience, the legal formalities of setting up a branch differ from one country to the next.

13.1. Under the standard model (in the Branch Model Rules) a branch of the Institute has no legal entity distinct from the Institute and is part of the corporate body which is the Institute. It follows that it is automatically subject to the constitutional requirements and Objects of the This is important from the point of view of the Institute’s charitable status, as it ensures that every part of the Institute is compliant with the requirements of the Charity Commission in the UK. Furthermore, under English law, the fact that a branch has a separate committee to manage its affairs does not make the branch a separate legal entity. The Board of Trustees remains legally responsible for the finances and activities of all branches.

13.2. It is possible that a new branch may only be able to establish itself by setting up as a separate entity in the local There are two main reasons for this:

(i) The local branch officers consider that limited liability status, or a separate vehicle, will protect them from liability in the event of a third party, or indeed a member, bringing proceedings against them and/or

(ii) Local law may dictate that, as a matter of local regulatory requirements, the branch cannot operate within the region, especially as a charity, without having a separate entity which is capable of being registered locally.

14. These factors can make complying with local requirements while meeting the Institute’s requirements complex. All variations from or amendments of the Branch Model Rules will need the approval of the Board of Trustees; and the Board of Trustees and the Institute shall have complete discretion as to whether or not to accept or reject such amendments or variations. The Institute’s Director of Legal Services should be consulted before the structure for the Branch locally has been determined. The Director will provide more detailed advice as to how to comply with the various requirements.

15. Once approval (both stages) from the Board of Trustees has been obtained and the steering group has taken the necessary steps to comply with local law, the steering group should hold a general meeting to:

• Elect a committee
• Adopt the appropriate set of branch rules/constitutional documents
• Send a copy of the adopted and signed branch rules to the

For further assistance on this important procedure, please contact the Chief Executive Officer at the Institute.

1. Groups of members within an existing Branch geographical area may apply for the formation of a Chapter in the first instance to the Chair of the Branch in question. If the Branch supports the application, which it will not unreasonably refuse, it will forward the application on the group’s behalf to the Chief Executive Officer, who will instruct the Executive to prepare a submission for the Board of Trustees to consider, including:

(a) Details of the geographical area that the proposed Chapter will cover;

(b) Confirmation that there is a minimum of 15 members (in good standing) in the geographical area of the proposed Chapter (or such lesser number as the Branch Committee and Executive jointly conclude is the minimum necessary to ensure the proposed Chapter's viability) and that the majority of those members are willing to support the setting up and running of the Chapter;

(c) The Branch's recommendation, recognising the potential future aspiration of any Chapter to become a Branch, confirming that it will support the Chapter financially as appropriate (see Rule 15.10), and giving the names and standing of the proposed initial office holders;

(d) The view of the regional Trustee;

(e) Any other information considered relevant by the Executive.

2. On the Branch Committee's decision to recommend the first Chapter in its geographical area, it will take cognizance of the potential aspirations of concentrations of members elsewhere in its area to form Chapters and will discuss with the Executive how it will apportion geographical responsibilities accordingly in the future.

3. Should the Branch oppose the application it shall inform the Chief Executive Officer, or if it fails to do so, the group of members wishing to form a Chapter may inform the Chief Executive Officer, of the group's application. The Chief Executive Officer will use their best efforts to broker an amicable resolution between the Branch and the group. Should that fail to resolve the matter, the Chief Executive Officer shall instruct the Executive to prepare a paper for the Board of Trustees to consider as at paragraph 2 above with the following additions:

3.1. The view of the group;

3.2. Any advice from the Director of Legal Services and

3.3. A summary of the advantages and disadvantages of forming a Chapter if appropriate.

4. The Board of Trustees will consider the application at its next meeting. Its decision as to whether or not to form the Chapter shall be final.

5. Upon approval by the Board of Trustees, the Branch Committee shall appoint the first Chair of the Chapter, to serve as Chair for a period of no more than three years. Within three years of the Chapter Chair's appointment, an election for the Chapter Chair (from members in the Chapter area) shall be held, for which office the first, appointed, Chapter Chair may be nominated to stand for election. The election will be held according to a simplified form of the Branch Committee election procedures in the Branch Model Rules. The Branch Committee shall decide how the election shall be conducted and manage the election process. Nominations by two members resident within the Chapter geographical area will be submitted to the Branch Chair or their nominee no later than 45 days before the date of the election. In a contested election, voting may be conducted by email.

6. The Branch Committee may, on its own cognizance or at the request of the Chapter Chair and in any event in consultation with the Chapter Chair, co-opt any members whose billing address lies within the Chapter geographical area to serve on a Chapter Committee. When the Branch Committee deems it appropriate and, in any event, no later than the introduction of elections for the Chapter Chair, Chapter Committee elections will be established on procedures as close to those outlined at paragraph 5 above as is practicable. The Chapter Chair shall, at their discretion, allot portfolios to such elected Chapter Committee members from time to time.

7. The Chapter Chair and Chapter Committee members shall serve for a term of three years and be eligible for re-election once, save that the Branch Committee shall provide for sufficient overlap of Chapter office holders to ensure continuity by ensuring an appropriate percentage of the Chapter Committee members retire at every tri-ennial election.

8. The development of a Chapter as a major source of overall Branch revenue should be applauded by all, and the Branch must give due weight to the benefits being provided through the Chapter to the Branch in planning future expenditure.

9. It is a matter for local agreement as to whether Chapters should have their own bank accounts. The following principles will apply:

(a) The Branch will agree with the Chapter annually what activities the Chapter will undertake to organise and the funding of and likely return from them. The Chapter will submit to the Branch a brief outline budget of the intended events and activities sufficient for the Branch to ascertain whether they are likely to cover their costs (a template form will be provided by the Executive). If a loss is forecast, the Branch may at its discretion decide that a Chapter event should nevertheless take place in the best interests of the Branch and its recruitment and retention of members.

(b) On the establishment of a Chapter, a funding arrangement should be agreed between the Branch and its Chapter, in consultation with the Executive, recognising that where the Chapter has undertaken to organise a programme of events and activities, the Branch undertakes to provide sufficient ready funds to meet the advance costs of the projected spend for the forthcoming year. Such funds should be sufficiently accessible so that individual members of the Chapter do not have to use personal funds to underwrite Chapter activities.

(c) surplus, if they have a Chapter bank account separate from that of the Branch they may with the Branch’s agreement retain the surplus until they have built up sufficient funds to underwrite roughly the following year’s agreed programme of events and activities (including any subsidy of events, which must have been included in the outline budget approved by the Branch). Thereafter they should remit to the Branch bank account a proportion of any additional surplus to be agreed (it is suggested that 50% might be appropriate). In any event, where a Chapter bank account balance exceeds twice the agreed budget for the previous accounting year the Chapter Chair and Branch Committee will discuss whether the excess should be remitted to the Branch bank account or what other productive use may be made of it. The Executive will wish to be aware of the outcome of that discussion when the Branch audited annual accounts are submitted to the Director of Finance. Without being overly prescriptive, the expectation is that Branches will establish a cooperative relationship with their Chapters from the outset, including how the funding arrangements will help meet the Institute’s overall objectives, with the onus on the Branch to ensure such a relationship exists.

10. Only in the most exceptional circumstances will any consideration be given to the upgrading of a Chapter to a Branch without the Chapter first having:

(i) elected a Chair and Committee;

(ii) demonstrated that it has been operating successfully and has been financially viable as a Chapter for an appropriate period*; and

(iii) demonstrated that it has the ability to offer all the events and activities appropriate to a full Branch.

11. Any Chapter fulfilling these requirements may apply to its mother Branch to be upgraded to a Branch. If the Branch supports, the application it will forward the application to the Chief Executive Officer who will instruct the Executive to prepare the current check list of information relating to the formation of a Branch required by the Board of Trustees as set out in Annex 1 to the Branch Model Rules and pass it to the Board of Trustees for consideration at its next standard meeting.

12. Should the Branch oppose the application, it shall inform the Chief Executive Officer. If it fails so to inform the Chief Executive Officer, the Chapter shall inform the Chief Executive Officer. The Chief Executive Officer will first usentheir best efforts to broker an amicable resolution between Branch and Chapter. Should this fail (save in the case of any applications current at the time of this Regulation coming into force where they will report directly to the Board of Trustees), they will then invite the Branch and Chapter to jointly nominate as intermediary one of either the President, the regional Trustee, a neighbouring Branch Chair or other senior office holder as the parties may jointly agree and the Branch Committee and Chapter shall undertake to engage cooperatively with their chosen intermediary to resolve their differences. Should this prove unsuccessful, the intermediary will inform the Chief Executive Officer who will instruct the Executive to assemble the information necessary to prepare the standard check list of information for the Board of Trustees, with the following additional information:

(a) the view of the Chapter;

(b) a report by the chosen intermediary, to which the Board of Trustees will attach due weight;

(c) any potential conflicts reported by the Branch or Chapter regarding any participant in the process (absent exceptional reasons, any participant so identified shall recuse themself from any further participation in the process);

(d) any advice from the General Counsel - Director of Legal Services before submitting it to the Board of Trustees for decision.

*The appropriate period will normally be at least five years. The Chapter will also need to show that it has a minimum of 40 active members in the relevant area.