Royal Charter

Elizabeth the Second

By the Grace of God, of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith:

TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!

WHEREAS We on 6 February 1979 by Royal Charter (hereinafter called “the Original Charter”) did constitute the persons named therein a body corporate and politic by the name of the Chartered Institute of Arbitrators (hereinafter referred to as “the Institute”) with perpetual succession and a Common Seal:

And whereas the Institute has presented a humble Petition to us setting forth that the Institute, being desirous of furthering its Object and serving the public interest, desires that We should be graciously pleased to grant a Supplemental Charter to the Institute for the purpose of making the Institute more representative of its worldwide membership and reforming the principal processes of governance, in the manner set forth in the Petition but subject to any amendments and alterations which to Us may seem desirable:

And whereas we are minded to comply with the Prayer in the Petition:

Now therefore know ye that We by virtue of Our Prerogative Royal and of all the other powers enabling us so to do of our especial grace, certain knowledge and mere motion, have granted and ordained, and do hereby for Us, Our Heirs and Successors, grant and ordain as follows:

1. Original Charter

1.1 The original Charter, save for the Article 1, which is now set out in the Article 2 below, shall be revoked.

2. Supplemental Charter

2.1 The persons now members of the Institute and all shall persons as hereafter may become members of the body corporate and politic hereby constituted shall forever hereafter be one body corporate and politic and the Institute shall have perpetual succession and a Common Seal with power to break, alter and make anew the said Seal from time to time at its will and pleasure and the Institute shall and may sue and be sued in all courts and in all manner of actions and suits and the Institute shall have power to do all other matters and things incidental or appertaining to a body corporate incidental or appertaining to a body corporate.

2.2 The object, powers and the duties of the Institute, and the practice and procedure by which it shall be governed are set forth in Articles 3 to 16 below and in the Bye-laws and in any Regulations made pursuant to Article 8.4. The Bye-laws and Regulations are subject to and shall be read in conjunction with the Charter.

3. Name

3.1 The name of the Institute shall be The Chartered Institute of Arbitrators.

4. Object

4.1 The object (“the Object”) for which the Institute is established and incorporated is to promote and facilitate worldwide the determination of disputes by all forms of private dispute resolution other than resolution by the court (collectively called “private dispute resolution”).

5. Achievement of the Object

5.1. The Object shall be achieved and carried out by the following and other suitable means:

	5.1.1. the worldwide promotion of the concept that private dispute resolution may be adopted as a genuine alternative to litigation in the courts by the use of flexible and sensible procedures which avoid unnecessary expense and delay;
	5.1.2. the provision of education and training both to those who wish to become qualified and proficient Practitioners, and to persons with an interest in private dispute resolution;
	5.1.3. the promotion and dissemination, as a learned society, of a wider knowledge of private dispute resolution by means of meetings, conferences, seminars and lectures and by the publication of relevant materials, including a journal, and other literature;
	5.1.4. the encouragement of members to become qualified and proficient Practitioners;
	5.1.5. the provision of means for testing the qualifications of candidates for admission to the various categories of membership by examination, assessment or other procedures;
	5.1.6. the supervision and monitoring of the performance and, if necessary, the discipline, suspension and/or expulsion of any member through an independent and impartial system of disciplinary proceedings;
	5.1.7. the promotion of a wider knowledge of the law relating to private dispute resolution;
	5.1.8. the consideration and giving of advice upon improvements in the law relating to private dispute resolution;
	5.1.9. the establishment of lists and panels of experienced Practitioners;
	5.1.10. providing for the appointment of Practitioners and the establishment of procedures to enable them to carry out their professional duties;
	5.1.11. the maintenance of an information and resource centre; and
	5.1.12. the provision of facilities in which to hold hearings, courses, conferences, meetings, seminars and lectures.

6. Powers

6.1 The Institute shall have the power:

6.1.1. to confer chartered status on those members who have attained the requisite level of expertise and proficiency in private dispute resolution and, where appropriate, to revoke such status, subject to the provisions of the Charter and the Bye-laws;

6.1.2. to provide for the issue, renewal, suspension or withdrawal of Panel Appointment Certificates, subject to the provisions of the Charter and the Bye-laws;

6.1.3. to appoint Peer Review Panels;

6.1.4. to institute and maintain an independent and impartial system of disciplinary proceedings for dealing with complaints and information against any member including Practitioners;

6.1.5. to provide for the appointment of nonmembers of the Institute to assist in or advise on the achievement of the Object;

6.1.6. to establish and/or close Branches of the Institute in such places and on such terms as it may decide;

6.1.7. to subscribe to charities or grant donations for any public purpose connected with the Object;

6.1.8. to grant pensions and allowances to employees or ex-employees of the Institute of their dependents; and to establish and/or administer and/or contribute to any charitable or benevolent fund from which may be made donations or advances to deserving persons (including dependents) who are or have been in the employment of the Institute and are in distressed circumstances;

6.1.9. to acquire property and/or to sell, lease or otherwise dispose of all or any part of the Institute’s property, or to borrow or raise money with or without a charge upon all or any of the property of the Institute, with a view to the furtherance of the Object, subject to complying with the restrictions on disposals imposed by the Charities Act 2011 or any statutory modification thereof;

6.1.10. to accept any gift of property, whether subject to any special trust or not, in furtherance of the Object;

6.1.11. to construct, maintain and/or alter any buildings to be used as the offices of the Institute and/or in furtherance of the Object;

6.1.12. to establish and/or support any other association similarly formed for the purposes of the Object, provided that the other association is precluded by its constitution from distributing any of its profits or assets amongst its members;

6.1.13. to federate, amalgamate with and/or affiliate to, subject to the prior consent of the Privy Council, anybody having similar charitable purposes to those of the Institute and not formed for the purpose of profit, and to acquire and undertake all or any part of the assets and liabilities of any such body which the Institute may acquire;

6.1.14. to provide indemnity insurance to cover the liability of the individual members of the Board of Trustees which might attach to them by virtue of their negligence, breach of trust or breach of duty. The following liabilities are excluded from indemnity insurance;

a) fines;

b) costs of unsuccessfully defending criminal prosecutions or offences arising out of the fraud, dishonesty or wilful or reckless misconduct of a trustee;

c) liabilities to the charity that result from conduct that the trustee knew or must be assumed to have known was not in the best interests of the charity or about which the person concerned did not care whether it was in the best interests of the charity or not;

6.1.15. to acquire by subscription or otherwise and to hold or to deal in the shares or securities in any corporation or to carry on business in any part of the world and to establish a trading
subsidiary of the Institute in furtherance of the Object;

6.1.16. to carry out any of the functions hereinbefore described by appointing an investment manager for the Institute who shall
have the power at their discretion to buy or sell investments which are consistent with the terms of this Charter and which are in accordance with the investment policy of the Board of Trustees;

6.1.17. to take part in the formation for control of any such corporation referred to in Article 6.1(15) above and for that purpose to appoint directors thereof provided that any director who shall be in receipt of remuneration from such corporation shall not be a member of the Board of Trustees;

6.1.18. to make, amend or revoke such Bye-laws as it considers necessary for the governance and the efficient management of the Institute provided that if the terms of any such Bye-laws are inconsistent with the terms of this Charter the latter shall prevail. The Bye-laws as attached hereto shall be the Bye-laws of the Institute until the same shall be revoked, amended or added to in the manner provided in Article 13.2;

6.1.19. to appoint a Chief Executive Officer and other Executive Officers; and

6.1.20. to do all such things as will advance or promote or further the Object.

7. Application of Income and Assets

7.1 The income and assets of the Institute shall be applied solely towards the furtherance of the Object, and no portion thereof shall be paid by way of dividend or other payment to the members of the Institute, provided that nothing shall prevent the Institute from making a payment of a proper sum in respect of any services actually rendered by any person or member, other than members of the Board of Trustees, to the Institute for carrying out services at the request of the Institute.

7.2. No member of the Board of Trustees shall be appointed to any salaried office of the Institute or any office of the Institute paid by fees (unless such fees shall be waived), and no remuneration or other benefit in money or money’s worth shall be given by the Institute to any member of such Board except:

	7.2.1. for a benefit from the Institute in the capacity of a beneficiary of the Institute;
	7.2.2. for interest on money lent to the Institute at a reasonable and proper rate not exceeding the Bank of England base rate;
	7.2.3. for reasonable and proper rent for premises demised or let to the Institute; and/or
	7.2.4. under a contract for the supply of services (including goods that are supplied in connection with the provision of services) to the Institute other than for acting as a member of the Board, where that it is permitted in accordance with, and subject to the conditions in, sections 185 and 186 of the Charities Act 2011 (or any statutory modification or re-enactment thereof) and that such member of the Board withdraws from any meeting while the contract is being discussed and does not vote on the matter.

7.3 A member of the Board of Trustees:

7.3.1 shall be entitled to be paid reasonable out-of-pocket expenses properly incurred when acting on behalf of the Institute;

7.3.2 may benefit from insurance cover, including indemnity insurance, purchased at the expense of the Institute in accordance with Article 6.1(14).

7.4 The assets of each Branch of the Institute and any monies in any bank account held by the Branch shall be and remain in the beneficial
ownership of the Institute. Each Branch shall be accountable to the Board of Trustees for such assets and monies, and the committee members and the officers of each Branch shall act as fiduciaries to the Institute in respect thereof.

8. Board of Trustees

8.1 There shall be a Board of Trustees.

8.2 Subject to the provisions of this Charter and to the Bye-laws and Regulations, the management and control of the Institute and its affairs shall be vested in the Board of Trustees who shall have power to act in all matters in the name of the Institute and execute and do all such deeds, acts and things as the Institute itself might do.

8.3 The Board of Trustees shall have power to delegate any of their functions, for such purpose and in such manner as the Bye-laws or Regulations may prescribe, to such person or persons and in such manner as they may deem appropriate including, if thought fit, the power to sub-delegate.

8.4 The Board of Trustees shall have power to make, amend or revoke such Regulations and rules as it considers necessary for the governance and the efficient management of the Institute, provided that any such Regulations or rules are consistent with this Charter and the Bye-laws.

9. Patron

9.1 The Institute may have a Patron who shall be appointed by the Board of Trustees in accordance with the provisions of the Regulations.

10. President

10.1 The Institute may have a President, a Deputy President and a Vice President who shall (if any) be appointed in accordance with the provisions of the Regulations.

11. Membership and Chartered Status

11.1 The membership of the Institute shall consist of three classes of Voting members, namely Associate, Member and Fellow, who may use
the respective initials after their names, “ACIArb”, “MCIArb” and “FCIArb” and such other non-voting classes of membership as are set out in the Bye-Laws or which the Board of Trustees may prescribe in accordance with Bye-Law 8.13 and the Regulations.

11.2 The qualifications for membership; the election of members; the privileges of membership; the designated status of members; the issue of Panel Appointment Certificates; the entrance fee and subscription of members; the resignation of members; the supervision and discipline of members; and the suspension or expulsion of members shall all be in accordance with the provisions of the Byelaws and/or the Regulations.

11.3 Upon satisfactory completion of the appropriate examinations and assessments, as specified by the Board of Trustees in Regulations
from time to time, a member shall be entitled to describe themselves, depending on their discipline, as either:

	11.3.1 “Chartered Arbitrator”; and/ or
	11.3.2 “Chartered Adjudicator”;

and shall be entitled to use after their name the associated designatory initials: “C.Arb” and/ or “C.Adj” as appropriate.

12. Congress

12.1 The Trustees shall have power to convene a Congress of the Representatives of all the Branches of the Institute and an elected Representative of those members without a Branch, as set out in the Bye-laws.

12.2 The purpose of any such Congress shall include, but not be limited to:

	12.2.1. discussing significant issues arising in the field of private dispute resolution;
	12.2.2. ascertaining the views of the Branch Representatives on these and any other issues in respect of the policies, structure and management of the Institute or in the field of private dispute resolution.

13. Amendment of the Charter and Bye-laws

13.1 The members of the Institute may at an Extraordinary General Meeting amend, add to or revoke any of the provisions of this Charter by a resolution passed by at least three-quarters of the members, present in person, or by proxy, or by post (which shall include such electronic means as the Board of Trustees shall determine), and entitled to vote, provided that no such amendment, addition or revocation shall have effect until, in the case of this Our Charter, it has been allowed by Us or Our Heirs and Successors in Council, or, in the case of this Bye-laws, it has been approved by the Lords of Our Privy Council.

13.2 The members of the Institute may at an Extraordinary General Meeting amend, add to or revoke any of the provisions of the Bye-laws by a resolution passed by at least two-thirds of the members, present in person, or by proxy, or by post (which shall include such electronic means as the Board of Trustees shall determine), and entitled to vote, provided that no resolution shall take effect without the consent of the Privy Council and, where appropriate, the Charity Commission.

14. Dissolution

14.1 A resolution seeking the dissolution of the Institute may only be considered and passed at an Extraordinary General Meeting by an order of the Board of Trustees or on a requisition signed by not less than fifty members of the Institute.

14.2 If at such a duly convened meeting the resolution seeking dissolution is carried by at least three-quarters of the members, present in person, or by proxy, or by post, and entitled to vote, the Board of Trustees shall thereupon inform the Privy Council, and such resolution will not become effective until it has approved the same. If the Privy Council approves the said resolution, the Board of Trustees shall thereupon, or on such date as may be specified in the said resolution, proceed to realise the assets of the Institute and discharge all debts and liabilities of the Institute.

14.3 On dissolution any surplus assets shall not be paid or distributed to the members of the Institute but will be given or transferred to some
other voluntary or charitable organisation or entity having a similar object as the Institute or whose object includes the promotion of private dispute resolution as defined in Article 4.

15. Governing Law

15.1 This Charter and any associated Bye-laws, or other Regulations or rules which the Board of Trustees may make from time to time, shall be governed by the laws of England and Wales.

16. Interpretation

16.1 Any necessary definition of a word or an expression which is used in this Charter or in the Bye-laws shall be set out in Bye-law 1.

16.2 And Lastly We do by these Presents for Us, Our Heirs and Successors grant and declare that these Our Letters shall be in all things valid and effectual in law according to the true intent and meaning thereof and shall be taken, construed and adjudged in the most favourable and beneficial sense for the best advantage of the Institute as well in Our Courts of Record as elsewhere by all judges, officers, ministers and other subjects whatsoever of Us, Our Heirs and Successors any non-recital, mis-recital or other omission, defect or thing to the contrary notwithstanding.

In Witness whereof We have caused these Our Letters to be made Patent.

Witness Ourself at Westminster

the ............................................... day of ....................................................

in the.................................................... Year of Our Reign

By Warrant Under The Queen’s Sign Manual