Article 1. General Provisions
- Georgian International Arbitration Centre (hereinafter referred to as “Arbitration Centre” or “GIAC”) is a non-commercial (non-entrepreneurial) legal entity, established by the Georgian Chamber of Commerce and Industry.
- Address of the Arbitration Centre is N. Shataidze Str. (former Berdnis Str.) N29, Tbilisi 0112, Georgia.
- E-mail address of Arbitration Centre is: email@example.com
- The Arbitration Centre has the set of arbitration rules adopted under the procedure specified in this Charter, which is an official document of the Arbitration Centre and disputes are settled in accordance with these rules. The Arbitration Rules regulate all the procedural and other issues with respect to the dispute settlement. All issues not specified herein are regulated by the Arbitration Rules.
- The Arbitration Centre is entitled to perform any activity to achieve its goals, unless it is not prohibited by the legislation. In addition, the Arbitration Centre is entitled to enter into agreements and carry out activities that ensure the achievement of its goals.
- The Arbitration Centre is independent from the Georgian Chamber of Commerce and Industry and its members in exercising its objectives and functions.
- Any referral to the Georgian Chamber of Commerce and Industry’s arbitration shall mean referral to “GIAC”.
- In terms of dispute settlement the Arbitration Centre is the legal successor of LLC “Court of Arbitration of Georgian Chamber of Commerce and Industry” founded by Georgian Chamber of commerce and Industry which has ceased to operate since 2012.
Article 2. Objectives
- The objectives of GIAC are:
- 1.1. To establish and develop independent and impartial alternative dispute settlement mechanisms in Georgia and in the entire Caucasus and Black Sea – Caspian region.
- 1.2. To ensure the establishment of a flexible and professional arbitration institution locally as well as internationally (considering the best practices in the field acknowledged worldwide).
- 1.3. Introduction of other alternative dispute resolution mechanisms.
- 1.4. Establishment of the Alternative Dispute Resolution Training Center.
- 1.5. Organization of conferences, workshops and invitation of foreign experts in the field of arbitration.
- 1.6. Educational, scientific and translation activities in the field of arbitration and alternative dispute settlement.
- 1.7. Performance of publishing activity with respect to alternative dispute settlement.
- 1.8. The promotion and development of alternative dispute settlement mechanisms in Georgia and the entire Caucasus and Black Sea – Caspian region.
- Any substantive modification of the Arbitration Centre’s objectives is prohibited.
Article 3. Governance of the Arbitration Centre
- The governing bodies of the Arbitration Centre are the Board and the Secretariat.
- The highest governing body of the Arbitration Centre is the Board. The Board is a collegial organ, which adopts resolutions on fundamental issues of the GIAC and defines general strategy and main directions of its activities.
- The Board does not interfere with any arbitration proceedings and does not have any connection with the dispute administration. Its activity is limited only to the functions specified herein.
- The Board meets at the Board meetings. The Board meetings are convened by the Chairperson of the Board, the Secretary General or two members of the Board within one month from the meeting call.
- The Board meetings are convened in person and/or through an internet-conference at least once a year. Upon the decision of the Chairperson of the Board or the Secretary General, instead of conducting a meeting, an agenda may be sent to all or some of the Board members via e-mail and the Board members are entitled to submit their position and/or adopt decisions with respect to the issues on the agenda in electronic form.
- The Secretary General arranges the calling of the Board meeting.
- The meeting members shall be notified of the meeting at least 7 business days prior to the meeting date by notice submitted by mail or e-mail, which shall include the agenda and respective materials.
- In accordance with the general rule the Board to makes decisions if at least more than half of its full composition participates in the meeting.
- Unless otherwise defined hereunder, the Board adopts decisions by majority vote of members attending the meeting.
- The Board:
- 10.1. Adopts a new charter and makes amendments thereto by 3/5 majority of full Board;
- 10.2. Approves the Arbitration Rules of the Arbitration Centre by 3/5 majority of full Board;
- 10.3. Appoints and removes the Secretary General by 3/5 majority of full Board through a secret or open voting;
- 10.4. Adopts the decision regarding liquidation or reorganization of the Arbitration Centre by 4/5 majority of full Board;
- 10.5. Elects new members of the Board;
- 10.6. Elects the Chairperson of the Board from current Board members, for the term of 2 years or term of member’s authority (whichever is shorter);
- 10.7. Decides the issue of legal entity establishment by the Arbitration Centre.
- 10.8. Elects members of the Arbitration Council based on the Secretary General’s nomination.
- 10.9. Approves the rotation rule of the Board members.
- 10.10. Decides on other issues expressly stipulated under this Charter.
- The Secretariat is responsible to take and keep the meeting minutes in hard copy as well as in electronic version. All members of the Board are entitled to receive copies of documentation with respect to the management of the Arbitration Centre.
Article 4. Board Membership
- The Board consists of at least 5 and not more than 11 members, out of whom one – the First Vice-President of the Georgian Chamber of Commerce and Industry is an ex officio member. Only natural persons are authorized to be members of the Board.
- The term of Board member’s authority is 4 years. A person may be elected as a Board member only twice consecutively.
- A new Board member is elected in accordance with the procedure defined in Article 4(4) of this Charter. In case when the current Board member’s term expires, a new Board member should be elected one month prior to the expiration of the current board member’s term, while the authority to act as the Board member is assigned upon the expiration of the old member’s term. This provision is not applicable when the current Board member may be elected for the second term The procedure for the second term election is defined by Board Member Rotation Rule of the GIAC (amended by the GIAC Board on Dec 1, 2017).
- An application for Board membership is submitted to the GIAC Secretariat. The Board votes the candidate, if at least two Board members second the candidacy. The Secretariat arranges the announcement of the call for a new member of the Board and based on the received applications submits the candidates to the Board.
- In case of several candidates for the Board membership, candidate(s) with majority of votes shall be elected. In case two or more candidates receive equal number of votes the special selection round shall be held, in which the candidates with most equal votes shall participate. In the special selection round the Board members shall not be entitled to abstain from the voting. If after the special selection round the winner is not elected, a new selection for a new Board member(s) shall be announced no later than within 2 months. In such a case the selection shall be carried out anew.
- If for any reason the number of the Board members is less than 5, an extraordinary meeting is convened to elect new members. In such case the Secretary General is responsible for calling of the extraordinary meeting.
- Any member of the Board may resign by submitting a written statement. A member may be removed by 3/5 majority of full Board vote if such person breaches this Charter or harms the reputation of the Arbitration Centre.
- A Board member is not entitled to participate in voting and has no voting rights if:
- 8.1. his/her candidacy is voted for election with the new term; or
- 8.2. an issue on his/her removal is being discussed;
- 8.3. the Board member has a conflict of interests with regard to the issues being discussed/voted upon.
- The Chairperson is elected from the Board members for a two-year term, with a possibility of reelection, by simple majority of the Board meeting attendees.
- The Chairperson of the Board:
- 10.1. Acts as the Secretary General in the event if the Arbitration Centre does not have the Secretary General;
- 10.2. Convenes and conducts Board meetings;
- 10.3. Signs all decisions adopted by the Board, in case of his/her absence, the decision is signed by the deputy Chairman (amended by the GIAC Board on Dec 1, 2017);
- 10.4. Performs any other function stipulated herein;
- The Chairperson of the Board shall have the decisive vote in case of an equal distribution of the votes during the Board meeting.
- The authority of the Chairperson of the Board commences upon his/her election and shall terminate upon the election of a new Chairperson.
- Only the Board is entitled to dismiss the Chairperson of the Board from his/her duties early in case of non-performance of responsibilities stipulated herein, abuse of authority and/or behavior non-complying with the Charter objectives of the Arbitration Centre. In such a case, the Board shall elect a new Chairperson within one month for the remaining period of the authority. Early termination of the Chairperson’s authority is possible if the issue is supported by at least 3/5 of board members.
- The Board may elect honorable members of the Board. The Honorable members of the Board do not have voting right.
Article 5. Secretariat
- The Arbitration Centre has a Secretariat, which performs the daily administration over disputes and arbitration process. It also ensures performance of the Charter objectives. The Secretariat engages in the daily operation of the Arbitration Centre, supports and facilitates the Arbitration Council and an arbitration tribunal while carrying out the functions assigned thereto under the Arbitration Rules.
- In order to effectively implement the objectives of the present Charter and dispute settlement, the Secretariat creates relevant structural units. The Secretary General issues relevant decisions with respect thereto.
- The Secretariat shall perform other functions assigned thereto under this Charter and the Arbitration Rules.
- The Secretary General manages the Secretariat. The Secretary General at the same time has the highest position in the Arbitration Centre, leading the performance of the Charter objectives of the Arbitration Centre through the Secretariat and has complete representative and managerial power.
- The Board appoints the Secretary General for a 5-year term, in accordance with the rules specified in this Charter, upon the expiration of this term the Secretary General continues to perform his/her duties until the appointment of a new Secretary General.
- The Secretary General has deputies. One of the deputies performs responsibilities of the Secretary General in the case latter’s absence or failure to perform his/her responsibility.
- The Secretary General:
- 7.1. Conducts and manages the daily activities of the Arbitration Centre;
- 7.2. Issues relevant documents while carrying out his/her duties;
- 7.3. Acts on behalf of the Arbitration Centre and solely presents it in relation with the third parties;
- 7.4. Convenes the Board meetings;
- 7.5. Disposes monetary funds and material resources of the Arbitration Centre, is responsible for the proper use of the said funds and resources, and signs any official and financial documentation;
- 7.6. Enters into transactions and concludes agreements on behalf of the entity;
- 7.7. Appoints and removes deputies and employees of the Secretariat;
- 7.8. Establishes and dissolves relevant structural units and approves their regulations and managers;
- 7.9. Drafts the Rules of Conduct of the Arbitration Council and submit to the Board for an approval;
- 7.10. Prepares the Arbitration Centre activity annual report and submits it to the Board;
- 7.11. Performs other duties prescribed by this Charter and the Arbitration Rules.
- The Board may terminate the authority of the Secretary General earlier than initially specified term of appointment, in accordance with this Charter. This issue can be raised by any member of the Board, if the Secretary General:
- 8.1. Does not perform his/her duties for 3 months consecutively;
- 8.2. Exceeded its authority;
- 8.3. Commits activities that are non-complying with the Charter purposes;
- 8.4. Carries out such activities which are conflicting with his/her position (conflict of interests).
- In case the Secretary General cannot or does not perform his/her duties for 4 months consecutively, his/her authority terminates automatically. The Board shall ensure the election of a new Secretary General within a reasonable period of time after the automatic termination of authority. Until the election of a new Secretary General, the first deputy Secretary General will assume all responsibilities.
Article 6. Arbitration Council
- The Arbitration Council ensures the efficient conduct of the arbitration proceedings and proper application of the Arbitration Rules in dispute settlement proceedings.
- The Arbitration Council ensures performance of the functions prescribed under this Charter and the Rules of the Arbitration Centre.
- The functions, powers and rules of conduct of the Arbitration Council are defined under this Charter, the Arbitration Rules and the rules adopted by the Secretary General and approved by the Board.
- The Arbitration Council consists of a Chairperson, 2 deputies and a minimum of 2 members, composition of which is confirmed by the Board. The Secretariat records the composition of the Arbitration Council.
- The Arbitration Council meets at meetings. The meeting shall be called by the Secretary General, who presents for the consideration at the meeting relevant issues stipulated under the Arbitration Rules. The Arbitration Council meeting is entitled to decide upon an issue, if minimum of 3 members are present. In cases stipulated under the Arbitration Rules, the Chairperson or one of the deputies thereto is entitled to make a decision on his/her own.
- Discussion and decision-making process at the meeting is confidential and only the Council members and relevant employees of the Secretariat may attend it. Persons attending the meeting are not allowed to disclose information that became known to them during the meeting. The duty of confidentiality shall continue for lifetime.
- A member of the Arbitration Council may be a citizen of Georgia or of a foreign state having higher legal education and work experience not less than 5 years or considerable experience in the field of dispute settlement.
- At the same time, a member of the Arbitration Council may be an arbitrator in a certain dispute. A Council member is not allowed to participate in those meetings of the Arbitration Council during which the issues related to the dispute with respect to which he/she may have conflicts of interest, are discussed.
Article 7. Conflicts of interest
- The authority of members of the Board, the Arbitration Council and the Secretary General automatically terminates if they are appointed to a political position in an executive body or occupies a position in a judicial or representative body.
- In case of issues of conflict of interests towards the Secretary General and/or the deputy Secretary General the Board is entitled to convene earlier and adopt a corresponding decision. In such case, the issue of removal of the Secretary General and/or the deputy Secretary General shall be decided by a simple majority vote.
Article 8. Liquidation/Reorganization
- The Arbitration Centre is established with unlimited term.
- The reorganization and liquidation of the Arbitration Centre shall be carried out in accordance with the procedure prescribed by law, by the decision of the board. Such decision should be published and registered pursuant to the rules prescribed by law.
Article 9. Final Provisions
- Provisions of this Charter enter into force after the founder’s – the Georgian Chamber of Commerce and Industry’s – decision on establishment of the Arbitration Centre is registered in the Public Registry by the relevant authorized body pursuant to the law.
- Any dispute arising out of this Charter or in connection with the operation of the Arbitration Centre shall be settled in accordance with the legislation of Georgia.
- This Charter shall be governed by the legislation of Georgia.
- This Charter is drafted in Georgian and English languages. In case of any discrepancy between these versions of the Charter, the Georgian version shall prevail. No translation of this Charter into any other language shall have legal binding capacity other than Georgian and English versions.
Article 10. Transitional Provisions
- Initially (upon establishment of the Arbitration Centre ) the first members of the Board are elected with the term of 2 or 4 years in order to ensure the Board members’ rotation principle, the rule of which is approved by the Board. The initial members of the Board are elected by the founder.
- Prior to the registration of this Charter in accordance with the Law, the founder – Georgian Chamber of Commerce and Industry – elects the Board of the “Arbitration Centre”.
Approved by the GIAC Board
on 11 December, 2013