Committee of Patrons

SICA-FICA Constitution

The principle text of our constitution is in Dutch and it is also available in English, as below:

Article Nos.   1    2    3    4    5    6    7    8    9    10   11    12    13    14    15   16    17    18    19    20

1. The Foundation's name is: Stichting voor International Commerciële Arbitrage en Alternatieve Geschillenbeslechting ("Foundation for International Commercial Arbitration and Alternative Dispute Resolution"). The Foundation may be represented under the abbreviated title "SICA" and/or "FICA".
2. The official seat of the foundation is the municipality of The Hague.

1. The object of the Foundation is to promote the effective resolution of disputes by arbitration and alternative methods of dispute resolution, inter alia:
   1. by the establishment, advancement, maintenance and improvement throughout the world of the principles and foremost standards of knowledge, skill, practice and performance of international commercial arbitration and other methods for resolving disputes;
   2. by progressing the concepts of arbitral independence and impartiality, principles of natural justice, doctrines of international law, fairness and equality;
   3. by providing education and training in the processes of international commercial arbitration and other methods of dispute resolution;
   4. by encouraging the provision by others of relevant education and training to the approval of the Foundation;
   5. by encouraging research into arbitration and other methods of dispute resolution;
   6. by setting up and operating a library service and allied electronic access to relevant information;
   7. by doing all such other things as may be necessary to achieve this object for the benefit of users, advocates, experts, arbitrators and those involved in alternative dispute resolution processes.
2. The Foundation is purely charitable.

The funding for the operations of the Foundation shall be obtainable from:

1. the subscriptions of the associates, the amount of which shall be determined by the management board and approved by the board of commissioners. These subscriptions may be categorised to reflect associateship of individuals, corporations or other entities as may be devised by the management board and approved by the board of commissioners.
2. donations, gifts, legacies, grants, endowments, contributions and other funding of every nature and kind that may be given or granted by individuals, corporations, firms, governments and other governmental bodies, other charitable foundations, international financing and aid agencies and any and all other entities, acceptable to the management board and approved by the board of commissioners, that will assist in carrying out the object of the Foundation.

The Foundation shall be managed by the management board under the supervision of the board of commissioners.

1. The management board of the Foundation shall consist of such number of persons as the board of commissioners may determine but not less than three, each of whom shall be known as "officer". No commissioner may be appointed to the management board. An incompletely constituted management board shall retain its powers.
2. Officers shall be appointed, suspended and dismissed by the board of commissioners. Any vacancies which arise shall be filled as soon as possible.
3. The management board shall appoint from among the officers a presiding officer, a deputy presiding officer, a training and education officer, a secretary and a treasurer, or, as the case may be a secretary-treasurer.
4. Officers shall be appointed for a period of no more than four years.
5. Officers shall retire by rotation in accordance with a rotation list drawn up by the management board. An officer retiring in accordance with the rotation list shall be eligible for re-appointment forthwith.
6. An officer ceases to hold office:
   1. upon his death;
   2. upon his being declared bankrupt or applying for a suspension of payments;
   3. upon the appointment of a custodian to administer his affairs, and upon a court decision pursuant to which one or more of his assets are placed under curatorship as a result of his physical or mental condition;
   4. upon his removal from office by the court in cases provided for by law;
   5. upon his removal from office by the board of commissioners;
   6. upon the acceptance of his appointment as a commissioner.

1. Subject to the restrictions imposed by these articles of association the management board shall be entrusted with the management of the Foundation.
2. The management board shall be, subject to the approval of the board of commissioners, authorised to enter into agreements to purchase, sell or encumber registered property and to enter into agreements whereby the Foundation binds itself as surety or joint and several co-debtor or guarantees or secures the debts of a third party, as well as to represent the Foundation in such transactions.
3. Furthermore, the management board shall obtain the approval of the board of commissioners for decisions with respect to any one or more of the following matters:
   1. entering into agreements, whereby the Foundation is granted credit by a bank;
   2. lending or borrowing money, with the exception of acquiring money under a credit facility already granted to the Foundation by a bank;
   3. long term direct or indirect co-operation with another company and the termination of such co-operation;
   4. direct or indirect participation in the capital of another company and changing the size of such a participation;
   5. investments;
   6. the creation of limited rights in respect of legal rights and movable property;
   7. making settlements;
   8. being a party to legal proceedings which shall include the conducting of arbitration proceedings, with the exception of taking legal measures which cannot be delayed;
   9. making and changing employment agree-ments, as a result of which remuneration is granted, the amount of which exceeds the maximum amount per year to be determined by the board of commissioners and to be stated to the management board in writing;
   10. establishing pension plans and granting pension rights in excess of those arising from existing arrangements;
   11. setting up committees for special purposes and appointing people to serve on such committees;
   12. adopting regulations as mentioned in Article 19.
4. The board of commissioners may determine that any one or more of the resolutions referred to in paragraph 3 shall not require its approval if the amount involved does not exceed a value to be fixed by the board of commiss-ioners and stated to the management board in writing.
5. For the purpose of applicability of paragraph 2 a resolution of the management board approving the resolution of any other body or company in which the company participates shall be treated as a resolution of the management board to enter into a transaction as referred to in paragraph 2 provided that the first mentioned resolution is subject to such approval.
6. The board of commissioners is entitled to require further resolutions of the management board in addition to those mentioned in paragraph 3 to be subject to its approval. Such further resolutions shall be clearly specified and notified to the management board in writing.
7. The management board shall comply with instructions regarding the general course of the financial, social economic and employment policies to be given by the board of commissioners.
8. The lack of approval referred to in paragraphs 3, 4, 5 and 6 of this article does not affect the authority of the management board or of the officers to represent the Foundation.

1. The Foundation shall be represented by the management board. Two of the following officers acting together, shall also be authorised to represent the Foundation: presiding officer, deputy presiding officer, training and education officer, secretary, treasurer, or, as the case may be a secretary-treasurer.
2. The management board may resolve to grant one or more officers or third parties a power of attorney to represent the Foundation within the limits of that power of attorney.

1. Meetings of the management board shall be held whenever the presiding officer or at least two other officers or the chairman of the board of commissioners convene a meeting, but not less than once a year. The quorum for a meeting of the management board shall be at least one-half of all the officers, who must be present at the meeting or validly represented there in accordance with paragraph 4. If a meeting is adjourned solely because this quorum was not achieved, the quorum for the adjourned meeting, validly rescheduled, shall be at least one-half of all the officers, who must be present or validly represented there in accordance with paragraph 4.
2. Management board meetings shall be called by the presiding officer or at least two other officers or the chairman of the board of commissioners, or by the secretary of the management board on behalf of such person or persons. The calling of a meeting shall require written notice of not less than seven days, specifying the topics to be dealt with. If the notice has not been given in writing, or if the meeting is called at a term shorter than seven days, the management board may nevertheless pass valid resolutions, provided that all the officers are present or validly represented in accordance with paragraph 4 and none of them objects to the passing of such resolution.
3. Management board meetings shall be held at the place determined by the person or persons calling the meeting.
4. Officers attending a meeting of the management board may also agree to admit other people to attend that meeting. An officer may be represented at a meeting of the management board by another officer authorised by him in writing for that purpose. The expression "in writing" shall include any message transmitted by current means of communication and received in writing. An officer may not represent more than two other officers.
5. Each officer shall have one vote. An officer authorised to represent another in accordance with paragraph 4 may vote on his behalf. Unless these articles of association provide otherwise, all resolutions shall be passed by an absolute majority of the votes cast. Abstentions shall not be counted as votes. If the votes are equally divided in the case of an election of persons, lots shall be drawn to decide who is elected; if there is a tie of votes in any other voting, the proposal shall be deemed to be rejected.
6. All votes shall be taken orally. The officer chairing the meeting shall be entitled to decide that a vote is to be taken by secret ballot. For an election of persons, each person present at the meeting and entitled to vote shall be entitled to demand a vote by secret ballot. Voting by secret ballot shall take place by means of unsigned ballot papers.
7. The meetings shall be presided over by the presiding officer. In his absence the officers present at the meeting shall elect one of their number to chair the meeting; until that time, the eldest officer present at the meeting shall chair the meeting.
8. The business transacted at a meeting shall be recorded in minutes by a person designated for that purpose by the officer chairing the meeting. The minutes shall be adopted either at that meeting or at the next and shall, as evidence thereof, be signed by the officer chairing the meeting and the person who made the minutes.
9. The management board may also pass resolutions in a manner other than at a meeting, provided that all the officers are given the opportunity to cast their votes and declare in writing that they do not object to this manner of passing a resolution. A resolution shall then be adopted if the required majority of all the officers have declared in writing that they are in favour of the proposal. A report shall be drawn up with respect to a resolution adopted outside a meeting, which shall be approved at the next meeting and, as evidence thereof, be signed by the officer who chairs and the person who makes the minutes of that meeting. The report thus adopted shall be attached to the minutes together with the documents referred to in the first sentence of this paragraph.

1. The board of commissioners of the Foundation shall consist of such number of persons as it may determine but not less than three, each of whom shall be known as "commissioner". An incompletely constituted board of commissioners shall retain its powers.
2. Commissioners shall be appointed by the board of commissioners. Any vacancies which arise shall be filled as soon as possible.
3. The board of commissioners shall appoint from among its commissioners a chairman, a vice-chairman and a secretary.
4. Commissioners shall be appointed for a period of no more than four years.
5. Commissioners shall retire by rotation in accordance with a rotation list drawn up by the board of commissioners. A commissioner retiring in accordance with the rotation list shall be eligible for re-appointment forthwith.
6. A commissioner ceases to hold office:
   1. upon his death;
   2. upon his retirement, whether or not in accordance with the rotation list referred to in paragraph 5;
   3. upon his being declared a bankrupt or applying for a suspension of payments;
   4. upon the appointment of a custodian to administer his affairs, and upon a court decision pursuant to which one or more of his assets are placed under curatorship as a result of his physical or mental condition;
   5. upon his removal from office by the court in cases provided for by law;
   6. upon his removal from office by the board of commissioners;
   7. upon the acceptance of his appointment as an officer.

1. It shall be the duty of the board of commissioners to supervise the management board and the general course of affairs of the Foundation. In performing their duties, the commissioners shall act in accordance with the interests of the Foundation.
2. The board of commissioners shall assist the manage-ment board with advice. The management board shall supply the board of commissioners in due time with the information required for the performance of its duties.

1. Meetings of the board of commissioners shall be held whenever the chairman or at least two other commissioners convene a meeting, but not less than once a year. The quorum for a meeting of the board of commissioners shall be at least one-half of all the commissioners, who must be present at the meeting or validly represented there in accordance with paragraph 4. If a meeting is adjourned solely because this quorum was not achieved, the quorum for the adjourned meeting, validly rescheduled, shall be at least one-half of all the officers, who must be present or validly represented there in accordance with paragraph 4.
2. Board of commissioners meetings shall be called by the chairman or at least two other commissioners, or by the secretary of the board of commissioners on behalf of such person or persons. The calling of a meeting shall require written notice of not less than seven days, specifying the topics to be dealt with. If the notice has not been given in writing, or if the topic to be dealt with has not been specified in the notice, or if the meeting is called at a term shorter than seven days, the board of commissioners may nevertheless pass valid resolutions, provided that all the commissioners are present or validly represented in accordance with paragraph 4 and none of them objects to the passing of such resolution.
3. Board of commissioners meetings shall be held at the place determined by the person or persons calling the meeting.
4. Commissioners attending a meeting of the board of commissioners may also agree to admit other people to attend that meeting. A commissioner may be represented at a meeting of the board of commissioners by another commissioner authorised by him in writing for that purpose. The expression "in writing" shall include any message transmitted by current means of communication and received in writing. A commissioner may not represent more than two other commissioners.
5. Each commissioner shall have one vote. A commissioner authorised to represent another in accordance with paragraph 4 may vote for him. Unless these articles of association provide otherwise, all resolutions shall be passed by an absolute majority of the votes cast. Abstentions shall not be counted as votes. If the votes are equally divided in the case of an election of persons, lots shall be drawn to decide who is elected; if there is a tie of votes in any other voting, the proposal shall be deemed to be rejected.
6. All votes shall be taken orally. The commissioner chairing the meeting shall be entitled to decide that a vote is to be taken by secret ballot. For an election of persons, each person present at the meeting and entitled to vote shall be entitled to demand a vote by secret ballot. Voting by secret ballot shall take place by means of unsigned ballot papers.
7. The meetings shall be presided over by the chairman. In his absence the commissioners present at the meeting shall elect one of their number to chair the meeting; until that time, the eldest commissioner present at the meeting shall chair the meeting.
8. The business transacted at a meeting shall be recorded in minutes by a person designated for that purpose by the commissioner chairing the meeting. The minutes shall be adopted either at that meeting or at the next and shall, as evidence thereof, be signed by the commissioner chairing the meeting and the person who made the minutes.
9. The board of commissioners may also pass resolutions in a manner other than at a meeting, provided that all the commissioners are given the opportunity to cast their votes and declare in writing that they do not object to this manner of passing a resolution. A resolution shall then be adopted if the required majority of all the commissioners have declared in writing that they are in favour of the proposal. A report shall be drawn up with respect to a resolution adopted outside a meeting, which shall be approved at the next meeting and, as evidence thereof, be signed by the commissioner who chairs and the person who makes the minutes of that meeting. The report thus adopted shall be attached to the minutes together with the documents referred to in the first sentence of this paragraph.
10. The board of commissioners shall meet together with the management board as often as either board deems necessary. If the board of commissioners decides to hold such a meeting, the officers shall be obliged to attend. The provisions in the first sentence of each of paragraphs 2 and 3 shall apply to such a meeting.

1. An associate of the Foundation shall be each person or entity who has been admitted for that purpose by the management board. The management board may designate categories of associates to reflect whether an associate is an individual, a firm or corporation or other kind of entity.
2. An associate shall be obliged to pay the subscription mentioned in Article 3.
3. The management board may also create "honorary associates" for special purposes, including but not limited to liaison with other arbitral bodies or recognition of valuable service to the Foundation and in cases where appointment to the committee of patrons is either not feasible or unjustified. Honorary associates shall have precisely the same rights and obligations as associates but shall be exempt from paying the subscription mentioned in Article 3.
4. Associateship ends:
   1. in the case where the associate is an individual upon the death of the associate;
   2. in the case where a corporation or other entity is an associate upon that corporation or entity ceasing to exist;
   3. upon resignation by the associate;
   4. upon the associate being declared bankrupt or applying for a suspension of payments;
   5. upon non-payment of the subscription mentioned in Article 3 within two months of its due date;
   6. upon the appointment of a custodian to administer the associate's affairs, and upon a court decision to which one or more of the associate's assets are placed under curatorship as a result of the associate's physical or mental condition;
   7. when cancelled by a resolution of the management board as approved by the board of commissioners;
   8. by notice of a meeting of associates which can only make such a decision by a majority of at least two-thirds of the votes representing all the associates.
5. If associateship ends in the course of a year, the subscription for that year shall remain due for that entire year.

1. Meetings of associates shall be held whenever the management board shall convene a meeting or at least one tenth of all the associates so request in writing.
2. A meeting of associates shall be convened by the management board or when requested by at least one tenth of all the associates by the secretary of the management board on behalf of such persons. The calling of a meeting of associates shall require written notice of not less than two months, specifying the topics to be dealt with.
3. A meeting of associates shall be held at a place to be determined either by the management board or by agreement between the management board and the associates requesting the meeting. In the event of no agreement, the views of the management board shall prevail.
4. Admission to a meeting of associates is also open to commissioners and officers. An associate may be represented at a meeting of associates by another associate authorised by him in writing for that purpose. No associate may represent more than one other associate.
5. A meeting of associates ordered by the management board shall be chaired by the presiding officer or, in his absence, by an officer or commissioner or associate appointed by the management board. A meeting of associates called on the request of at least one tenth of all the associates shall be chaired by a person to be determined by the meeting itself; until that time, the eldest associate present shall chair the meeting. The business transacted at a meeting of associates shall be recorded in minutes by a person designated for that purpose by the meeting.
6. Any and all resolutions passed by a meeting of associates shall be advisory to the management board.

1. The management board, in accordance with Article 7, paragraph 2, may, by power of attorney, grant one or more officers or associates the right to establish branches of associates of the Foundation, each of which shall be known as a "branch". Branches may be est-ablished in countries or in areas that the management board deems to be in the best interests of the Found-ation and shall be managed by a branch committee.
2. A branch may have its own constitution and bylaws provided these do not conflict with these articles of association and any regulations made in accordance with Article 19. Such constitution and bylaws shall be binding on the associates in that branch and the appointment, suspension and dismissal of officers and/or associates on a branch committee shall be subject to the approval of the management board.
3. Associates in a branch must be in the first instance associates of the Foundation, in accordance with Article 12, and secondarily associates of their branch. An associate in a country or area that has an authorised branch need not be in that branch.
4. The management board may cancel and decertify any branch with the approval of the board of commissioners.

1. The management board may set up a committee of patrons, each of whom shall be known as "patron".
2. The committee of patrons shall consist of such number of persons as the management board may determine. Patrons shall be appointed or removed by the management board with the approval of the board of commissioners.
3. Patrons shall be persons who can contribute to the realisation of the object of the Foundation because of their educational and/or professional expertise and standing, their outstanding background of public service to their community as well as because of their special merit in, experience of, and interest in the object and means of the Foundation.
4. Patrons shall be expected to contribute to the realisation of the object of the Foundation and to allow inter alia that their patronage shall be announced for that purpose.
5. The management board may differentiate between classes or groups of patrons.

1. The financial year of the Foundation shall be the calendar year.
2. The management board shall keep records pertaining to the financial position and the activities of the Foundation in conformity with the requirements of its activities. The management board shall keep these records, as well as the books, documents and all other data related thereto in such manner that the Foundation's rights and obligations can be ascertained therefrom at all times.
3. The management board shall draw up a balance sheet and a profit and loss account of the Foundation every year within six months of the end of the relevant financial year.
4. The board of commissioners shall be entitled to have the documents referred to in paragraph 3 examined by an accountant of its choice. The board of commiss-ioners shall report to the management board on the result of any such examination.
5. The management board shall adopt the documents referred to in paragraph 3 when they have been approved by the board of commissioners.
6. The management board shall send to each associate a copy of the adopted and approved documents referred to in paragraph 3.
7. The management board shall keep the books, documents and all other data related thereto referred to in paragraph 2 for a period of ten years without prejudice to the provisions of paragraph 8.
8. The data referred to in paragraphs 2 and 3, with the ex-ception of the written balance sheet and profit and loss account, may be transferred to other means of recording data, provided that the transfer involves an exact and complete reproduction of the relevant data and provided that the data are available at all times during the entire term in which they must be preserved and that the data can be made legible within a reasonable period of time.

1. The management board is empowered to amend the articles of association. A resolution by the management board to amend the articles of association shall require the approval of the board of commissioners. A copy of the proposal, containing the verbatim text of the proposed amendment, shall be attached to the notice of the joint meeting of the management board and the board of commissioners at which the amendment is to be discussed.
2. A resolution to amend the articles of association shall become effective only after a notarial deed therefor has been drawn up. Each officer is authorised to execute such deed.

1. The management board is empowered to dissolve the Foundation.
2. A resolution by the management board to dissolve the Foundation shall require the approval of the board of commissioners.
3. After the dissolution of the Foundation, the balance of the remaining funds shall be transferred to a foundation or institution of a charitable nature with similar objects to this Foundation. This foundation or institution is to be determined by the management board and shall require the approval of the board of commissioners.
4. Upon dissolution, all the liquidation shall be effected by the officers.
5. On completion of liquidation, the books and records of the dissolved Foundation shall remain in the custody of the person designated by the liquidators for that purpose for the period prescribed by law.
6. Furthermore, the provisions of Title 1, Book 2 of the Civil Code shall apply to the liquidation.

1. The management board may formulate one or more regulations.
2. The regulations may not be contrary to the law nor to these articles of association.

The first financial year of the Foundation shall end on the thirty-first day of December nineteen hundred and ninety-nine.