ICSAS Council Constitution

Membership of the Council

1. The Council shall consist of not more than 15 and not less than 5 members.

2. The Council shall meet at least once a year, usually during the month of December (“the annual meeting”). Other meetings shall take place as and when agreed by the members.

3. At the annual meeting elections for membership of the Council shall be held. Each of the currently serving members shall resign, but shall be entitled to offer himself/herself for re-election. Any other person, who has indicated a willingness to serve as a Council member, shall be considered for membership at the annual meeting. Each of the currently serving members shall be entitled to cast one vote for or against each candidate offering himself/herself for election or re-election as the case may be. Each candidate who secures a simple majority of the votes cast shall be elected, provided that the total number of members so elected shall not exceed 15.

4. Any member may resign at any time and with effect from any future date by giving notice in writing to each of the other Council members.

Functions of the Council and Responsibilities of Council members
5. The arbitration service run by ICSAS is administered by the Directors (“the Directors”) of the company (“the Company”) which has been set up to provide the arbitration service. The day to day administration of the affairs of ICSAS and of arbitrations proceeding under the auspices of ICSAS is in the hands of the Secretary of ICSAS (“the Secretary”), who may or may not be a Director of the Company.

6. The Council shall act as advisers to the Directors on arbitral matters relating to shipping and the commodity trades. In particular the Council shall keep the ICSAS Arbitration Rules under regular review and make recommendations as to any revisions or additions which may be appropriate in the light of trade custom and practice.

7. The Council shall act as promoters of ICSAS by making recommendations to the Directors as to where, how and by whom the arbitration service provided by ICSAS might be adopted for the resolution of disputes. In particular the Council shall identify sectors of the shipping and commodity trades which might be receptive to the introduction of the service.

8. Any complaint made about an ICSAS Tribunal’s conduct of an arbitration, about an individual arbitrator or about the ICSAS administration of an arbitration shall initially be considered by the Secretary, who shall be responsible (in consultation with the Directors) for dealing with the complaint in an appropriate manner. Any complaint which the Directors conclude should be referred to the Council before any action is taken shall be so referred by means of a written report prepared by the Secretary and sent to all members. After considering such report, whether or not in a specially convened meeting, the Council shall make recommendations to the Directors as to what action it considers should be taken. The Directors shall then take whatever action they believe to be appropriate, after giving due consideration to the recommendations of the Council. All complaints shall in any event be reported to the Council, whether or not the Directors are seeking the Council’s recommendations.

9. Neither the Council as a body nor any individual member of the Council (other than a member who is also a Director of the Company) shall have any responsibility for the administration of arbitrations proceeding under the auspices of ICSAS. Nothing shall be said or done by any member that could lead any party to such an arbitration to believe that the Council or an individual member (other than a member who is also a Director of the Company) accepts or has such responsibility.

Changes to the Constitution
10. Any part of the constitution of the Council may be changed at any time by a majority of not less than 75% of the votes cast by the current members at a meeting of the Council where not less than 14 days’ written notice of a proposal to change the constitution has been given to all members. Any member may give such notice. Members may vote in person on the proposal at the meeting or by written proxy given to a Director of the Company.

List of Members
11. A list of the current members of the Council shall be kept at the offices of the Company (details of which are given below) which shall be available for inspection by anyone who wishes to inspect the same. A copy of the list shall be provided to anyone on request.