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B Y – L A W S

of the Court of Arbitration at the Centre for Mediation and Arbitration of Transport Sp. z o.o. (ltd) in Warsaw

 

§ 1

Name, Seat and Seal of the Court

 

  1. The Court of Arbitration at the Centre for Mediation and Arbitration of Transport Sp. z o.o. (ltd) in Warsaw, hereinafter referred to as the “Court”, is a permanent court of arbitration, an independent, separate organisational unit operating at the Centre for Mediation and Arbitration of Transport Sp. z o.o. (ltd) in Warsaw, hereinafter referred to as the “Company”, appointed to resolve disputes arising between parties in connection with specific contractual and non-contractual legal relationships referred for resolution under a valid arbitration agreement.
  2. The seat of the Court is located in Warsaw.
  3. The Court uses a round seal.
  4. The Court’s organisational structure includes the Mediation Centre of the Court of Arbitration at the Centre for Mediation and Arbitration of Transport Sp. z o.o. (ltd) in Warsaw, hereinafter referred to as the “Mediation Centre”.

 

§ 2

The Bodies of the Court

 

The Bodies of the Court are:

  1. the President of the Court,
  2. the President of the Mediation Centre,
  3. the Secretary of the Court and the Centre of Mediation, hereinafter referred to as the “Secretary”,
  4. the Committee of the Court.

 

§ 3

The President of the Court

 

  1. The President of the Court manages the Court and represents the Court externally.
  2. The President of the Court is appointed by the General Meeting of Shareholders of the Company, at the motion of the Management Board of the Company.
  3. The term of office of the President of the Court lasts three years following the appointment provided that the term of office of the first President of the Court lasts two years.
  4. The Management Board of the Company declares the expiry of the mandate of the President of the Court during his/her term of office in the event of:
    1. his/her death,
    2. his/her resignation from the position,
    3. his/her being convicted under a binding court ruling.
  1. The General Meeting of the Shareholders of the Company, at the motion of the Management Board of the Company, recalls the President of the Court during his/her term of office in the event of:
    1. the President of the Court being declared permanently unfit to perform his/her duties under a binding diagnosis by a physician,
    2. the President of the Court pursuing any activity competing with the Court’s activity,
    3. finding that the President of the Court, for any reason, offers no guarantee as to the proper performance of his/her duties.

The President of the Court is recalled upon the adoption, by the General Meeting of the Shareholders of the Company, of a resolution in this regard.

  1. The responsibilities of the President of the Court are as follows:
    1. appointing replacement arbitrators as well as deciding about their exclusion – to the extent set out in the Rules of the Court, as well as performing other duties and powers reserved for the President of the Court in those Rules; if the President of the Court is unable to sign a ruling or perform any other responsibility set out in the Rules, those actions shall be performed by the Committee of the Court,
    2. supervising the work performed by the Secretary and Court employees,
    3. preparing and presenting to the Committee of the Court an update on the activities of the Court and the President of the Court not less than once a quarter, as well as an annual written report on the activities of the Court and the President of the Court,
    4. preparing and presenting, at the motion of the Committee of the Court, at the next meeting of the Committee of the Court, detailed information about specific areas of activity of the Court and the President of the Court,
    5. accepting and reviewing individual registration requests as referred to in § 7 Sec. 4 in terms of formal requirements, and presenting them to the Committee of the Court for analysis, together with an opinion prepared by the President of the Court, within the deadline set by the Committee of the Court,
    6. preparing draft Rules of the Court or an amendment thereof and submitting such draft for review by the Committee of the Court,
    7. promoting the Court in Poland and abroad,
    8. other matters reserved for the jurisdiction of the President of the Court in these By-laws.

 

§ 4

The President of the Mediation Centre

 

  1. The President of the Mediation Centre manages the work of the Mediation Centre of the Court of Arbitration at the Centre for Mediation and Arbitration of Transport Sp. z o.o. (ltd) in Warsaw.
  2. The President of the Mediation Centre is appointed for a three-year term by the General Meeting of the Shareholders of the Company, at the motion of the Management Board of the Company upon consultation with the President of the Court.
  3. The provisions of § 3 Sec. 4 and § 3 Sec. 5 shall apply mutatis mutandis to the recall of the President of the Mediation Centre.
  4. The responsibilities of the President of the Mediation Centre are as follows:
    1. performing the activities and exercising the authority reserved in the Rules of the Court for the President of the Court in mediation proceedings,
    2. promoting mediation in Poland and abroad,
    3. preparing and presenting to the Committee of the Court an update on the activities of the Mediation Centre and the President of the Mediation Centre not less than once a quarter, as well as an annual written report on the activities of the Mediation Centre and the President of the Mediation Centre,
    4. performing other duties set out in these By-laws and entrusted to him/her by the Committee of the Court and the President of the Court.
  1. Upon the President of the Mediation Centre is appointed, his/her responsibilities shall be performed by the President of the Court.

 

§ 5

The Secretary

 

  1. The Secretary is an executive body reporting to the President of the Court with respect to the primary activities of the Court and in matters entrusted thereto by the President of the Court.
  2. The Secretary is appointed by the General Meeting of the Shareholders of the Company, at the motion of the Management Board of the Company upon consultation with the President of the Court.
  3. The provisions of § 3 Sec. 4 and § 3 Sec. 5 apply mutatis mutandis to the recall of the Secretary.
  4. The responsibilities of the Secretary are as follows:
    1. performing activities as set out in the By-laws and the Rules of the Court,
    2. executing the decisions of the President of the Court, as set out in the By-laws and the Rules of the Court,
    3. providing oral and written statements regarding the functioning of the Court and the principles stemming from the Rules of the Court,
    4. preparing and presenting to the Committee of the Court an update on the activities of the Office of the Secretary not less than once a quarter, as well as an annual written report on the activities of the Office of the Secretary,
    5. preparing reports and statistics on the Court’s activity,
    6. overseeing the assets entrusted to the Court by the Company,
    7. maintaining workplace discipline in the Court and direct supervision over Court employees.
  1. The Deputy Secretary, if appointed, performs the responsibilities of the Secretary within the scope of his/her written authorization and during the Secretary’s absence.

 

§ 6

The Committee of the Court

 

  1. The Committee of the Court is the decision-making and reviewing body of the Court. The Committee of the Court operates in accordance with the By-laws and the Rules of the Court.
  2. The Committee of the Court is composed of from 3 to 7 members.
  3. The President and the members of the Committee of the Court are appointed by the General Meeting of the Shareholders of the Company, at the motion of the Management Board of the Company for a joint three-year term of office. The term of office commences on the date on which the Committee of the Court is appointed.
  4. At the request of the President of the Committee of the Court, the Committee of the Court may appoint one or two deputy presidents.
  5. If the mandate of an Committee of the Court member expires before the lapse of the term of office, the General Meeting of the Shareholders of the Company appoints another member of the Committee of the Court for the period until the lapse of the then-current term of office of the Committee of the Court.
  6. The Management Board of the Company declares the expiry of the mandate of a member of the Committee of the Court during his/her term of office in the event of:
    1. his/her death, or
    2. resignation from the position,
    3. him/her being convicted under a binding court ruling.
  1. The General Meeting of the Shareholders of the Company may, at the motion of the Management Board of the Company, recall a member of the Committee of the Court during his/her term of office in the event of:
    1. him/her being declared permanently unfit to perform his/her duties under a binding diagnosis by a physician,
    2. him/her pursuing any activity competing with the activity conducted at the Court,
    3. the Management Board of the Company finding that the Committee of the Court member, for any reason, offers no guarantee as to the proper performance of his/her duties.

As a result of a recall, the mandate of the Committee of the Court member in question expires upon the adoption by the General Meeting of the Shareholders of the Company of a resolution concerning the recall.

  1. The responsibilities of the Committee of the Court are as follows:
    1. adopting and amending the Rules of the Court at the request of the President of the Court,
    2. adopting guidelines on the direction in which the Court is to proceed,
    3. reviewing information and reports from the President of the Court, the President of the Mediation Centre and the Secretary as referred to in § 3 Sec. 6 let. c and d, § 4 Sec. 4 let. c and in § 5 Sec. 4 let. d and e, and, if necessary, providing appropriate assessments, conclusions and guidelines for the applicable bodies of the Court,
    4. appointing replacement arbitrators in the scope reserved in the By-laws of the Court for the responsibility of the Committee of the Court,
    5. excluding arbitrators from ruling on certain matters, to the extent reserved in the Rules of the Court for the responsibility of the Committee of the Court,
    6. entering, upon consultation with the President of the Court, as referred to in § 7 Sec. 3, individual arbitrators and mediators on those lists, and, at the motion of the President of the Court or the President of the Committee of the Court, removing arbitrators and mediators from those lists,
    7. selecting Court rulings pertaining to important legal issues for publication,
    8. considering, at the motion of the President of the Committee of the Court or the President of the Court, other matters related to the activity of the Court, including matters related to the performance of the duties of arbitrators and mediators and compliance with the code of ethics.
  1. Decisions of the Committee of the Court are in the form of resolutions adopted by an absolute majority of votes with at least half the members of the Committee of the Court being present. If there is a tie, the President of the Committee of the Court will cast the deciding vote.
  2. The Committee of the Court may adopt resolutions by means of circulars, i.e. with its members’ stances being agreed by correspondence or using other forms of direct remote communication, except from the cases referred to in § 7 Sec. 8 let. b, c and h.
  3. The President of the Committee of the Court manages the work of the Committee of the Court, represents it externally, and performs other activities as set out in the By-laws and the Rules of the Court. Deputy Presidents of the Committee of the Court, if appointed, undertake actions, within the scope set out in their written authorisations, on behalf of the President of the Committee of the Court or during his/her absence.
  4. The Committee of the Court holds meetings as necessary, but not less than once a quarter.
  5. The President of the Committee of the Court convenes meetings on his/her own initiative. The President of the Court or at least two members of the Committee of the Court may request that a meeting be convened and propose an agenda. The President of the Committee of the Court convenes the meeting within one week from the date of receipt of the request, selecting a date for the meeting no later than one month after the receipt of the request for an Committee of the Court meeting to be convened. If the President of the Committee of the Court fails to convene a meeting in accordance with the terms set out above, the requesting party may convene the meeting personally, providing the date, venue and proposed agenda of the meeting. In the absence of the President of the Committee of the Court, meetings are convened by the Deputy President of the Committee of the Court.

 

§ 7

Arbitrators and Mediators

 

  1. A natural person having full capacity for acts in law, enjoying full civil rights and possessing qualifications useful to perform the duties of arbitrator or mediator, can become an arbitrator and/or mediator.
  2. Arbitrators and mediators are impartial and independent, perform their duties to the best of their knowledge and ability.
  3. The Court maintains:
    1. a List of Arbitrators Recommended by the Court of Arbitration at the Centre for Arbitration and Mediation of Transport Sp. z o.o. (ltd) in Warsaw, which includes: a List of Arbitrators-Lawyers and a List of Arbitrators-Professionals,
    2. a List of Mediators of the Mediation Centre of the Court of Arbitration at the Centre for Arbitration and Mediation of Transport Sp. z o.o. (ltd) in Warsaw.
  1. Persons who wish to be entered on the lists referred to in § 7 Sec. 3 must submit requests to the President of the Court, together with an arbitrator/mediator questionnaire in accordance with the form set forth by the President of the Court.

 

§ 8

No Conflict with the Court’s Interests

 

  1. The President of the Court, the President of the Mediation Centre, members of the Committee of the Court, the Secretary, the Deputy Secretary and Court employees cannot, without the consent of the General Meeting of the Shareholders of the Company, participate in the activities of any other permanent general court of arbitration in Poland as members of its governing bodies or as its employees, or promote its activities.
  2. Members of the governing bodies and employees of another permanent general court of arbitration in Poland may be entered on the list of arbitrators and mediators of the Court solely upon the approval of the Committee of the Court, granted after review by the President of the Court.
  3. The President of the Court, the President of the Mediation Centre and members of the Committee of the Court may not be appointed by the appointing authority as arbitrator or mediator, nor may they appear before the Court as a legal representative of a party to any proceedings.
  4. The Secretary, the Deputy Secretary and employees of the Court may not perform the duties of arbitrator or mediator, nor may they appear before the Court as a legal representative of a party to any proceedings.
  5. If an arbitrator or mediator entered on the list of arbitrators and mediators of the Court becomes a member of a governing body of another permanent general court of arbitration in Poland or is employed by that court, deletion from the list of arbitrators and mediators takes place if the Committee of the Court refuses to grant the consent referred to in § 8 Sec. 2 or if the arbitrator or mediator fails to request such consent.

 

§ 9

Transitional and Final Provisions

 

  1. These By-laws enter into force on 1st October 2013.
  2. Until the Committee of the Court is appointed, the rights and obligations of the Committee set out in the By-laws or the Rules of the Court shall be performed by the President of the Court.

 

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