(Adopted 16th March 1988)
(Revised & updated up to 21 November 2019)
(First adopted at the Annual General Meeting held on 16th March 1988)
1. NAME AND ADDRESS
The Association shall be called The London Maritime Arbitrators Association. Its address shall be at The Baltic Exchange, 38 St Mary Axe, London EC3A 8BH or at such other place as the Committee shall determine.
(a) To advance and encourage the professional knowledge of London maritime arbitrators and mediators and by recommendation and advice to assist the expeditious procedure and disposal of disputes.
(b) To keep Members informed of developments in arbitration and maritime law and for that purpose to hold seminars and other meetings, circulate newsletters, etc.
(c) To lay down standards and rules of conduct to be observed by members in connection with their work as arbitrators, umpires or mediators.
(d) To publish and, from time to time, to amend terms, rules or regulations for the conduct of arbitrations.
(e) To give to the Members generally or any Member at his/her request, advice on specific questions relating to the conduct of arbitrations and mediations and to arbitration and mediation procedure.
(f) To consider and endeavour to obtain any amendments to the law or improvements in procedure of arbitrations or mediations which may seem desirable.
(g) To take any action which at any time may seem advisable to uphold and vindicate the prestige and impartiality of its Members and of London arbitrations and mediations; and to protect its Members in connection with their activities as arbitrators, umpires or mediators.
(h) To act as the representative of the Members of the Association in all discussions and any negotiations or dealings with authorities, organisations, institutes, companies, firms and persons engaged in or connected with arbitration, mediation and maritime affairs.
(i) When so requested or required to appoint arbitrators and/or umpires or mediators.
(j) At the request of any party to any dispute to recommend any Member or Members for appointment as arbitrators or mediators.
(k) To promote the reputation of the Association to actual and potential users of London maritime arbitration, including by the organisation of seminars on arbitration and legal subjects anywhere in the world.
(l) Generally to do all such things as in the judgement of the Committee or of the members of the Association may be necessary or convenient for the attainment of the above objects or any of them.
Membership of the Association shall be divided into the following categories:
(a) Full Members;
(b) Aspiring Full Members;
(c) Supporting Members;
(d) Honorary Members;
(e) Retired Members.
Each category of membership shall have the rights and be subject to the restrictions and obligations hereinafter mentioned.
4. ARBITRATING MEMBERS
4A. FULL MEMBERS
Full membership shall be restricted to those persons who in the opinion of the Committee are qualified by reason of their professional qualifications and/or their practical experience and training to act as arbitrators in maritime cases. Applicants may be admitted to Full membership subject to such restrictions as the Committee may in its absolute discretion impose.
4B. ASPIRING FULL MEMBERS
Aspiring Full Members shall be those arbitrating Members who intend in due course to apply for Full membership of the Association and who, in the opinion of the Committee, fulfil certain of the criteria for Full membership but who require further experience as arbitrators in arbitrations conducted under the Association’s Terms and Procedures and with other Full Members of the Association as co-arbitrators to satisfy all the necessary criteria for election to Full membership. Aspiring Full Members shall be subject to the following restrictions:
(a) they shall not be eligible for election to membership of the Committee;
(b) they shall pay an annual subscription which shall be less than that payable by Full Members which shall be fixed in the manner prescribed by Rule 13; and
(c) any reference to membership of the Association on notepaper or other writing shall make it clear that they are Aspiring Full as opposed to Full Members.
5. SUPPORTING MEMBERS
Supporting Members shall be those who are in sympathy with and wish to lend their support to the achievement of the objects of the Association.
Supporting Members shall be subject to the following restrictions:
(a) they shall not be eligible for election to membership of the Committee;
(b) they shall pay an annual subscription which shall be less than those payable by Full Members and Aspiring Full Members which shall be fixed in the manner prescribed by Rule 13; and
(c) any reference to membership of the Association on notepaper or other writing shall make it clear that they are Supporting as opposed to Aspiring Full Members or Full Members.
6. HONORARY MEMBERS
The Committee may, in its discretion, elect one or more Honorary Members. An Honorary Member shall not be liable to pay any subscription He/she shall be entitled to attend, but not to vote either on a show of hands or on a ballot or on the taking of a poll, at any General Meeting of the Association. He/she shall not be reckoned in counting a quorum, nor be included in the number of Full Members entitled to requisition an Extraordinary General Meeting, nor shall he/she be eligible to serve as a Member of the Committee. An Honorary Member shall for all other purposes be a Member of the Association.
7. RESIGNATIONS AND RETIRED MEMBERS
Any Member wishing to resign his/her membership shall give written notice to the Honorary Secretary on or before 31st May in any year; otherwise he/she shall be liable to pay his/her subscription in respect of the then current year.
The Committee may, at the request of any Full Member so resigning, resolve that such Member shall become a Retired Member. Such Member shall after the ensuing 1st June pay a subscription in an amount to be determined by the Committee (which shall have the power to waive such subscription in its discretion) but not exceeding £5 per annum or a once for all retired life membership fee of £50, at such Member’s discretion. He/she shall be entitled to attend, but not to vote either on a show of hands or on a ballot or on the taking of a poll, at any General Meeting of the Association. He/she shall not be reckoned in counting a quorum, nor be included in the number of Full Members entitled to requisition an Extraordinary General Meeting, nor shall he/she be eligible to serve as a Member of the Committee. A Retired Member shall for all other purposes be a Member of the Association.
The business of the Association shall be managed by a Committee. The Committee may exercise (a) the powers and authorities expressly conferred on them by these Rules and (b) all the powers and authorities of the Association save only those which by these Rules are expressly required to be exercised by the Association in General Meeting. In particular the Committee may engage staff, including an Executive Secretary, and seek and use, the funds of the Association to pay for the running of the Association and such other matters as may be needed to achieve the objects of the Association as set out in Rule 2, including obtaining legal or other professional advice and assistance on any matter concerning or relating to maritime arbitration, the affairs of the Association or the rights and liabilities of any Full Member on any occasion when the Committee consider that it is necessary or advisable so to do.
Without prejudice to the generality of the foregoing, the Committee may borrow and raise money and accept money on deposit. It may also secure or discharge any debt or obligation of or binding on the Association, in particular by mortgaging or charging all or any part of the Association’s property and assets present or future or by the creation and issue of securities of any description, on such terms as may be thought expedient.
The Committee may authorise an annual allowance of expenditure by the President and/or Members participating in events in respect of travel, entertainment or such other matters as the Committee considers appropriate in furtherance of the objects of the Association, in particular, training and marketing.
The Committee may further delegate any of its functions to the Honorary Secretary of the Association, on such terms as it deems appropriate, and the Honorary Secretary may, as he/she deems appropriate, carry out such delegated functions by himself/herself or by others, but under his/her supervision. The Honorary Secretary may also, if necessary, appoint a deputy to attend meetings as set out in Rule 11.
The Committee may also authorise the Honorary Secretary, or the Executive Secretary, if one has been appointed, to make payments on its behalf, subject to such limits as it may from time to time impose. It may authorise the Honorary Secretary to apply for and hold cheque guarantee, debit and credit cards in the name of the Association in such amounts as it may direct and undertake transactions by means of online banking. The Committee may authorise the opening and operating of such bank accounts as it considers necessary for the proper running of the Association and give such undertakings as may be necessary for this purpose. It shall also nominate authorised signatories for such accounts.
9. THE COMMITTEE AND SUB-COMMITTEES
The Committee shall consist of not more than seven Full Members of the Association elected in accordance with Rule 10. In addition the two Immediate Past Presidents of the Association shall be entitled to attend Committee meetings but not to vote, unless they are also elected Members.
The Committee shall elect from those elected to the Committee a President who shall normally hold office for a period of two years or such other period as shall be agreed by a simple majority of the Committee at any point prior to the expiry of that two year term. The Committee may also elect a Vice President. It shall appoint an Honorary Secretary (who need not be a Member of the Committee). He/she shall also act as Honorary Treasurer. The Committee may also appoint such other honorary and paid officers, including an Executive Secretary, as it may think appropriate.
In connection with the discharge of the objects stated in Rule 2(g) and (k), the Committee shall have the power to spend such of the funds of the Association as in its absolute discretion it shall deem necessary for these purposes, such expenditure being separately audited in the annual accounts, and the reason for and result of such expenditure shall be dealt with in the Report of the President for the previous year at the Association’s Annual General Meeting
The Committee shall meet at such times as it shall think fit and in person wherever possible. Three Members shall constitute a quorum. The President, or in his/her absence the Vice-President if appointed, or failing him/her a Member of the Committee appointed by it, shall take the chair at all meetings of the Committee. The Committee shall normally decide all matters on a show of hands, and the chairman shall have a second or casting vote in the event of a tie.
Any Member of the Committee who shall absent himself/herself without sufficient reason from Committee meetings for a period exceeding six months shall be deemed to have resigned from the Committee.
The Committee has the right to co-opt at any time any Full Member as an additional Committee Member to serve for such purposes or for such time as the Committee may decide; but any such additional Committee Member shall retire in any event not later than the conclusion of the Annual General Meeting next after the date on which he/she was co-opted, but shall be eligible for election as a Member of the Committee or for further co-option. Such additional Committee Member shall not be entitled to vote.
The Committee may establish and dissolve sub-committees comprising at least one Member of the Committee, and other Members as determined by the Committee, for the purpose of examining and reporting to the Committee for specific purposes as resolved on by the Committee. These may include the following:
(a) a Supporting Members Liaison Committee in London and in the Asia Pacific Region;
(b) a Membership sub-committee to report to the Committee on applications for membership in the various categories;
(c) a Professional Conduct sub-committee to report to the Committee on alleged breaches of the Rules by Members of the Association;
(d) an Audit sub-committee for the purpose of examining the accounting records of the Association before their submission to external accountants for audit and reporting to the Committee thereon.
10. ELECTIONS TO THE COMMITTEE
At the conclusion of each Annual General Meeting two elected Members of the Committee shall retire. The Members of the Committee to retire shall not include the President who may continue in office until his/her period in office expires, but shall be any other Member or Members who have been longest in office since last elected. Where the number of Members due to retire as above is greater than the number required to retire, the Member or Members to retire shall be decided by agreement between them or failing agreement by lot. Any Member retiring shall be eligible for re-election provided that (i) a Member who has served on the Committee for six or more consecutive years (unless he/she is serving in the office of President or Vice-President) shall not again be eligible until after a break of two years and (ii) in the interests of continuity the Honorary Secretary (if a Member of the Committee) shall not be subject to retirement but shall hold office for such period as may be determined by the Committee.
Any Full Member may nominate up to two other Full Members for election to the Committee. Members so nominated shall declare in writing that they are willing to serve.
Written nominations for election to the Committee must be received by the Honorary Secretary not less than twenty-one days before the Annual General Meeting in each year save that in its absolute discretion, the Committee may accept late nominations.
11. HONORARY SECRETARY AND EXECUTIVE SECRETARY
The Honorary Secretary shall carry out such of the functions of the Committee as it may from time to time delegate to him/her, subject to such limits and such supervision as the Committee may impose.
The Honorary Secretary shall attend (in person or by deputy) all meetings of the Association and of the Committee and shall cause to be taken the minutes of the proceedings and shall present the minutes for confirmation at the following meeting.
The Honorary Secretary shall also cause to be kept proper accounts of the Association’s income and expenditure and assets and liabilities. He/she shall cause such accounts to be audited annually and he/she shall present such audited accounts to the members at the Annual General Meeting following the year of account. He/she shall also present for approval at each Annual General Meeting his/her estimates of the Association’s income and expenditure for the current year. He/she or his/her deputy shall not be entitled to vote at any meeting of the Committee unless a member of the Committee.
12. ELECTION OF THE MEMBERS
Application for membership shall be submitted in writing to the Honorary Secretary in such form as the Committee may require. The election of candidates making such application shall be at the absolute discretion of the Committee and the Committee shall in no circumstances be compellable to state its reasons for or against the election of any particular candidate.
Membership shall continue, subject to the provision of these Rules, from year to year without need for re-election.
The annual subscriptions for each category of Member shall be such sums as shall from time to time be recommended by the Committee and approved by the Association in General Meeting.
Subject as herein provided, subscriptions fall due on 1st June in each year, and shall be for the calendar year.
A Member who attains membership in any year shall become liable to pay his/her first annual subscription forthwith upon notification of election as a member, but if he/she shall be elected on or after 1st November in any year his/her subscription shall also cover the next following year.
Subscriptions are payable by bank transfer, cheque or cash as shall be directed by the Honorary Secretary as Honorary Treasurer.
Any Member who shall not pay his/her subscription within three calendar months after the same shall fall due shall be required by the Honorary Secretary to pay the same, and if he/she fails to pay for one month thereafter his/her membership shall terminate forthwith, although such termination shall not disqualify him/her from making application for re-admission as a member on such terms as the Committee may decide.
14. PRESIDENT’S APPOINTMENTS
Where the President is asked to appoint or nominate an arbitrator, umpire or mediator, such appointments or nominations shall be made by the President personally, who shall also make appointments pursuant to the LMAA Small Claims Procedure and/or such other default procedure as may contractually apply when so asked. If the President anticipates that he/she may not be available to make such appointments or nominations, he/she may authorise the Vice-President (if one has been appointed) or a Past President to do so on his/her behalf in his/her absence. Notification to the parties of appointments or nominations may be made by or on behalf of the Honorary Secretary.
15. EXPULSION OR SUSPENSION OF MEMBERS
A. On conviction of a criminal offence.
Should a Member of any category be convicted of a criminal offence involving dishonesty or of a criminal offence of any other nature susceptible of a sentence of imprisonment, the Committee may expel or suspend the Member or require him/her to resign; provided that before reaching any determination the Committee shall invite the Member to make representations in writing as to why he/she should not be expelled or suspended. The decision of the Committee shall be by a simple majority of those present and eligible to vote.
B. For discreditable or disreputable conduct.
Should a complaint be made to the Association in writing that a Full or Aspiring Full Member has committed conduct of such a nature that it is either discreditable to the Member or such as to bring the Association into disrepute or should any allegation or information to such effect come to the attention of the Association (hereinafter “the complaint”) it shall be dealt with in the following way.
The Committee may at any time, as necessary, appoint a professional conduct sub-committee (the Professional Conduct Committee, hereinafter “the PCC”) to serve for such period as the Committee shall require. The sub-committee shall consist of a chairman and two other members. The chairman shall be a practising or retired barrister or solicitor; the other two members shall be either Full or Retired Members of the Association and one or both may be Members of the Committee. The Honorary Secretary may at all stages act as secretary to the sub-committee, be privy to its deliberations and act on its instructions.
In the first instance the complaint shall be referred to the PCC which shall conduct any necessary investigations into the matter. These shall include giving notice to the Member of the substance of the complaint and inviting the Member concerned to comment in writing.
Thereafter the PCC may determine either (i) that no further action be taken or (ii) that the matter can be dealt with informally by admonishing the Member informally if appropriate or (iii) that the conduct appears to the PCC to be of sufficient gravity to warrant referring it to a full disciplinary hearing.
In the event, however, that the complaint concerns the conduct by one or more members of a tribunal engaged in current arbitral proceedings, the PCC shall postpone consideration of the complaint until such time as the arbitral proceedings have been concluded or a court of competent jurisdiction shall have removed the Member or Members as arbitrators, or he/she or they shall have resigned or otherwise ceased to act in the reference.
Where an award has been issued by a Member, and any steps to challenge the award before a court of competent jurisdiction have been taken, the PCC may at its discretion postpone consideration of the complaint until such challenge has been finally determined or finally withdrawn, and shall not refer it to a full disciplinary hearing unless and until that stage has been reached.
The PCC shall report as may be necessary to the Committee on the outcome of each complaint. Whenever the sub-committee shall decide to refer a complaint to a full disciplinary hearing the President shall thereupon appoint a disciplinary tribunal (hereinafter “the tribunal”) to adjudicate on the matter. The tribunal shall consist of a chairman and two other members. The chairman shall be either a retired High Court judge or a senior lawyer who has been appointed to act as deputy High Court judge and shall not be a Member of the Association. The other two members shall be either Full or Retired Members of the Association who are not serving Members of the Committee or the PCC and who have not been involved previously in considering the matter.
The PCC shall thereafter act on behalf of the Association in presenting the complaint to the tribunal and may if appropriate instruct lawyers for this purpose.
The procedure before and at the disciplinary hearing shall be in the sole discretion of the chairman. Unless he/she directs otherwise the proceedings shall take place in private and the procedure shall be as follows.
Within 28 days of the setting-up of the tribunal the Association shall serve on the Member and on all members of the tribunal a statement of the PCC’s case supported by the written statements of all witnesses of fact and copies of all relevant documents (including all those on which the PCC intends to rely at the hearing).
Within 28 days of such service the Member shall serve on the Association and all members of the tribunal a statement of the Member’s defence supported by the written statements of all witnesses of fact and copies of all relevant documents (including all those on which the Member intends to rely at the hearing).
Following the service of such documents, but within a reasonable time thereafter, a hearing shall take place, conducted in private, at which the Member may appear personally or with reasonable representation. At such hearing the Member and the PCC may each cross-examine the other’s witnesses but there shall be a limit of one hour for the cross-examination of each witness. Final submissions shall thereafter be made in writing but the PCC and the Member may, in addition, each make oral submissions limited to half an hour for each party.
The burden of proof shall be on the Association to prove all relevant facts beyond reasonable doubt.
As soon as practicable after the hearing the tribunal shall issue a written decision in which it shall find whether the conduct of the Member was discreditable to the Member or such as to bring the Association into disrepute. If it shall so find the tribunal shall recommend whether the Member should be expelled, suspended, cautioned, or required to resign. Such decision and recommendation must be made either by all of the tribunal or by a majority of the tribunal which includes the chairman. If the tribunal does not so find then no further action shall be taken against the Member in respect of the complaint in question.
The tribunal shall have a discretion to order how the costs and expenses of the Association including the costs of the chairman of the tribunal and the Member shall be borne. It may order that all or any part of such costs and expenses be borne and paid by the Association or by the Member or be paid by the Association to the Member or by the Member to the Association. It may also determine the amount of any recoverable costs.
On receiving the decision of the tribunal the PCC shall report on the outcome to the Committee which shall thereafter give effect to all orders and recommendations of the tribunal and shall, in accordance with its decision, order that the Member be expelled, suspended, cautioned, or required to resign. The Committee shall also enforce any order or recommendation of the tribunal with regard to the payment of costs and expenses. The Committee may at its discretion publish some or all of the decision of the tribunal.
No action or other proceedings shall lie against the Association, the members of the tribunal, the members of the PCC, or of the Committee, or any of them in respect of any of the matters dealt with in this rule and no Member who is expelled or suspended or required to resign shall have any claim in respect of his/her subscription or otherwise howsoever.
16. GENERAL MEETINGS
The Annual General Meeting shall be convened in May of each year. Ten Full Members shall form a quorum, but if within fifteen minutes after the time fixed for the holding of the meeting a quorum be not present, the meeting shall be dissolved, and all matters which might, if a quorum had been present, have been done at the meeting so dissolved, may forthwith be done on behalf of the Association by the Committee.
At the Annual General Meeting in each year the Committee shall submit the accounts for the past year.
The business for the Annual General Meeting shall be (a) to consider the accounts of the Association and the President’s report for the previous year; (b) to consider the estimates of income and expenditure prepared by the Honorary Secretary pursuant to Rule 11; (c) to fix the annual subscriptions pursuant to Rule 13; (d) to elect Members of the Committee pursuant to Rule 10; (e) such other matters as the Committee may think desirable; and (f) (for discussion only) any other business.
An Extraordinary General Meeting may be convened at any time by direction of the Committee, or on a requisition to the Honorary Secretary signed by not less than twelve Full Members and stating the business for which the Extraordinary General Meeting is required. If the meeting so requisitioned be not convened within 21 days, the said twelve Members may convene the meeting themselves. At any Extraordinary General Meeting ten Full Members shall form a quorum; and if a quorum is not present within fifteen minutes of the time fixed for the holding of the meeting, then the meeting shall be dissolved and all matters which might, if a quorum had been present, have been done at the meeting so dissolved, may forthwith be done on behalf of the Association by the Committee.
At least fourteen days’ notice of all General Meetings shall be given, but the non-receipt of such notice by any one or more Members shall not invalidate the proceedings.
Should any Member desire that a matter be brought up at a General Meeting (whether Annual or Extraordinary), he/she shall send particulars thereof in writing and signed by himself/herself and one other Member in such time that the Honorary Secretary receives the same at least 28 clear days before the date of the meeting. The Honorary Secretary shall then include such matter in the agenda for the meeting. No business not included in the agenda shall be determined at any meeting unless a resolution in favour of such determination shall be passed unanimously by all Members present at the meeting entitled to vote.
At all General Meetings the President, or in his/her absence the Vice-President or failing him/her a Member of the Committee appointed by those present at the meeting, shall take the chair. Except in regard to the matter provided for in Rules 17 and 19, a majority of votes of those entitled to vote decides a resolution. Voting shall be by show of hands (except for elections to the Committee, which shall be by ballot of the Full Members present or by prior distance voting by email or other electronic means as may be directed by the Committee) unless a poll of all Full Members be demanded by not less than fifteen Full Members present at the meeting. In the event of a poll the meeting shall be adjourned to such time and place as may be decided by the chairman of the meeting. The decision as shown by the poll shall be reported to the adjourned meeting and shall be deemed to be the decision of such meeting. The chairman, on a show of hands or on a ballot or on a poll, shall have a second or casting vote.
17. ALTERATION OF RULES
These Rules may be altered by a resolution in General Meeting provided that the resolution is carried by a majority of not less than two-thirds of the Full Members present at the meeting, or in the event of a poll by a majority of not less than two-thirds of the Full Members of the Association voting in the poll. A copy of these Rules and all subsequent amendments thereto shall be available on the Association’s website and brought to the attention of Members upon amendment.
18. OBSERVANCE AND INTERPRETATION OF RULES
Every Member undertakes and agrees to abide by the Rules for the time being in force and to accept as final and binding the decision of the Committee in all cases of dispute or disagreement as to the interpretation thereof.
The Association may be dissolved by an Extraordinary General Meeting convened on the recommendation of the Committee or on the requisition of a simple majority of the Full Members. Provided that the resolution for such dissolution be carried by a majority of not less than two-thirds of the Full Members present at the meeting or in the event of a poll by a majority of not less than two-thirds of the Full Members voting in the poll, the Committee shall as soon as possible liquidate the affairs of the Association and if there be any net assets remaining on such dissolution, they shall be returned to the Members at the direction of the Committee, which shall take into account any available and relevant UK government tax guidance.