The Council
1. The Civil Mediation Council (“the Council”) is an unincorporated association of Members (“the Members”) who agree to be subject to this Constitution.
Definitions
2. For the purposes of this Constitution:
2.1 “mediation” means mediation and related dispute resolution techniques applied in the areas of law set out in Article 60 below;
2.2 a “Mediation Provider” is defined as an organisation based in the United Kingdom whose primary purpose or purposes include the provision of mediation services or training, or the promotion of mediation;
2.3 an “Accredited Mediation Provider” is defined as an organisation which has been accredited by the Council in accordance with the procedures set out at Article 24 below; and
2.4 a "Mediator" is defined as an individual ordinarily resident in the United Kingdom, who has been accredited by an Accredited Mediation Provider or by one of the bodies in Article 5.3 below, who remains so accredited, and who conducts a professional mediation practice, whether solely or in conjunction with other business or professional pursuits.
Purpose
3. The Purpose of the Council (“the Purpose”) is to represent the common interests of Mediation Providers and Mediators in promoting mediation; to do so through the performance of the Council’s objects; and, generally, by improving the understanding of the uses and applications of mediation.
Objects
4. The specific objects for which the Council is established are as follows (“the Objects”):
4.1 to be a neutral and independent body to represent and promote civil and commercial mediation and other dispute resolution options as alternatives to litigation and thereby to further law reform and access to justice for the general public;
4.2 to create a culture of best practice by encouraging research, continuing education and quality standards in the field; by issuing codes of good practice; and by conducting accreditation of mediation providers and through them individual mediators;
4.3 to be a focal point for the impartial and learned consideration of issues surrounding mediation and other dispute resolution options;
4.4 to foster, and be a commissioning body for, research into the use and application of mediation and other dispute resolution options;
4.5 to be a forum for debating issues surrounding mediation including through an annual series of conferences and seminars;
4.6 to be a portal for access by potential users of and referrers to mediation and other dispute resolution options including judges, lawyers and the general public;
4.7 to establish and foster the fullest understanding amongst the judiciary, lawyers and the general public of mediation and other dispute resolution options, including means of access, cost-benefits and the simplicity of mediation procedure;
4.8 to identify and lobby for effective legal and regulatory provisions to support mediation and its effective use; and to offer to government and others access to the considered views of the mediation community as a whole;
4.9 to collate and offer appropriate information on and about mediation and other dispute resolution options including the means of access to services and practitioners;
4.10 to assemble and make generally available an impartial online library of information about mediation and other dispute resolution options including practice methods, accrediting bodies, providers and practitioners; and
4.11 to liaise with all other relevant bodies, persons and departments for the achievement of its purposes.
Membership of the Council
5. Membership of the Council (“Members”) shall be open to:
5.1 Mediation Providers
5.2 Mediators
5.3 The Law Society, and the Bar Council
5.4 Academic bodies with an interest in mediation (“Academic Members”)
5.5 The Department for Constitutional Affairs (“DCA”) and the Department of Trade and Industry (“DTI”) or their successors in title
5A. Associate Membership of the Council shall also be open to:
(i) organisations and individuals based or ordinarily resident overseas who by reason of domicile only are ineligible under Article 2 of the Constitution to become Members; and
(ii) any other organisation which, or individual whom, while not meeting the criteria set out in Article 2, share the aims and objectives of the Council and are considered by the Board to be appropriate for Associate Membership.
5B. Associate Members shall not be eligible to vote, or propose or second resolutions, or to stand for election to the Board, but shall otherwise, on payment of the relevant subscription, be able to enjoy the benefits and rights attaching to Members.
6. Any question of eligibility for membership shall be determined by the Board (as defined in Article 10 below).
Rights and obligations of Members
7. Each Member of the Council will have one vote at the General Meeting of the Council.
8. Members shall pay an annual membership fee with the amount thereof to be determined by the Board of the Council (as defined by Article 9 below). Any changes in the annual membership fee shall be notified to Members at least three months before the sum becomes due.
9. A failure to pay the annual membership fee within 30 days of the due date will, providing a reminder has been sent, lead to the Member being deemed to have resigned from the Council.
Governance
10. The Council shall be governed under the Constitution by a Board of Members (“the Board”) which shall be composed of Members of the Council, as follows:
10.1 A Chairman, elected by the Board who will usually but not necessarily be a retired member of the Judiciary
10.2 Five Accredited Mediation Providers elected by the Members
10.3 Five Mediators elected by the Members
10.4 One representative nominated by the Law Society
10.5 One representative nominated by the Bar Council
10.6 One representative jointly nominated by the DCA and the DTI
10.7 Two representatives of Academic Members elected by the Members
11. Elections for members of the Board shall be governed by Article 54, below.
12. The Board shall meet at least quarterly, the quorum for which shall be six. All members of the Board shall be entitled to vote at meetings of the Board. Votes shall be decided by a simple majority of those present and, in the event of equality, the person chairing the meeting shall have a casting vote.
13. The Board shall have the power to appoint committees and to delegate to the Officers of the Council (as defined in Article 15 below) or individual Board Members such of its powers as it may deem necessary or expedient to further the work of the Council, the Purpose or the Objects.
14. The Board is empowered to employ such staff as its funding allows and the Purpose and Objects require and to lease appropriate premises if necessary.
Officers of the Council
15. The Officers of the Council (“the Officers”) will be individuals who, subject to Article 16 below, will ordinarily be drawn from members of the Board, but may also in the Board’s discretion be Members of the Council, and shall in either event be elected annually by the Board. The Officers shall be:
15.1 the Chairman;
15.2 a Vice-Chairman;
15.3 the Secretary; and
15.4 the Treasurer.
In the event of a vacancy in the Officers, the other Officers shall be entitled to fill such vacancy by co-option of another Board Member, or otherwise, until the next Board meeting.
17. A Public Relations Officer may also be appointed as an Officer by the Board.
18. Without limiting the authority which may be granted to them pursuant to Article 12 above, the Officers shall have the power to:
18.1 convene the Annual General Meeting of the Council, any meeting of the Board, and the elections to the Board;
18.2 collect funds for the Council;
18.3 prepare an annual account and submit the same to the Annual General Meeting;
18.4 record resolutions of the Board and those of the Annual General Meeting or of any Extraordinary General Meeting;
18.5 enter into monetary or other legally binding obligations on behalf of the Council and to apply the funds of the Council in satisfaction of those obligations;
18.6 open bank accounts in the name of the Council and to deposit the funds of the Council with any reputable financial institution; provided always that the written consent of any two of the Officers shall be required for any expenditure of the funds of the Council above £1,000;
18.7 make public statements on behalf of the Board or the Council; and
18.8 represent the Board or the Council as may be appropriate.
19. The Officers shall meet at least three times a year at regular intervals and shall further meet on the request of the Chairman or, in his or her absence, the Vice Chairman for the despatch of urgent business.
20. Meetings shall be conducted by the Chairman or in his or her absence, the Vice Chairman or, in his or her absence, a person nominated by the Board.
21. The quorum of the Officers shall be two Officers. The Officers shall decide by simple majority. In case of equality, the person chairing the meeting shall have a casting vote.
Committees
22. Pursuant to Article 12 above, the Board shall have power to appoint committees, consisting of such persons as the Board shall from time to time select to carry out such activities and with such of its powers save to:
22.1 expel Members;
22.2 incur any expense on behalf of the Council, or give any warranty, or any representation or enter into any legally binding commitment on behalf of the Council, except to such extent as the Board from time to time specifically authorises in writing.
23. Each such committee shall keep suitable minutes of its proceedings which it shall produce to the Board and shall conduct its business in accordance with the directions of the Board. The Board shall have the power to appoint members of the Board to any sub-committee to fill any casual vacancy.
Accreditation of Mediation Providers
24. Mediation Providers shall be accredited by the Board on behalf of the Council if they:
24.1 satisfy the Board that they have reached the standards required by the Board as determined from time to time; and
24.2 have paid the annual membership fee for an Accredited Mediation Provider due to the Council
25. Such Mediation Providers who meet the criteria set by the Board under Article 24 above shall be entitled to describe themselves as “Accredited by the Civil Mediation Council”.
26. Accreditation shall be carried out annually using such systems and methodology as the Board may consider appropriate. The Secretary to the Council shall maintain a list of all current Accredited Mediation Providers which shall be open to public inspection.
27. Mediators are not accredited by the Council. Mediators are accredited by Accredited Mediation Providers, or the professional bodies in Article 5.3 above who shall apply the same standards in accrediting mediators as those required by the Board of Accredited Mediation Providers.
Exclusion
28. A Member of the Council may be excluded by the Board for dishonourable or unprofessional conduct likely to bring the Council into disrepute.
Maintenance
29. The Council will be maintained primarily by the membership fees paid by Members, and the interest, bonuses or earnings arising from the same, always excepting that:
29.1 the Council will also be eligible to apply for and/or to accept and use such grants, donations, sponsorship, gift, legacies or other contributions which may be made or given to it from time to time; always provided that
29.2 any such grant, donation, sponsorship, gift, legacy or other contribution, offered to the Council shall be scrutinised by the Officers to ensure that it is offered, made or given free of any express or implied term or condition that is or may appear to be inconsistent with purpose and/or objectives of the Council and that if the Officers are in doubt they shall refer the matter to the Board.
Information
30. The Council shall be entitled to establish and maintain a comprehensive information centre in such format and ways as it shall deem appropriate. As part of this process, the Council is empowered to create and maintain a website.
Public eye
31. The Council shall take such reasonable steps as may be necessary to keep itself in the public eye.
Insurance and due diligence
32. The Board shall ensure that the Council conducts its internal and external affairs with due diligence and under appropriate professional and other indemnity insurances. The Board shall take appropriate steps to ensure that its Members are not personally liable for the acts or omissions of the Officers, Board or Council acting as a body.
Equal opportunities
33. The Council will be an equal opportunities body and employer. It will foster and encourage Board membership, representation and involvement by and with all sections of the community.
Data Protection / Freedom of Information
34. If and to the extent that the Council comes to hold relevant personal information, it will comply with all pertinent legislation.
Annual General Meetings
35. Annual General Meetings of the Council shall be held once each calendar year on such day as the Board shall determine.
36. Annual General Meetings of the Council shall be open to all Members.
37. The Chairman or, in his or her absence, the Vice Chairman, or, in his or her absence, a person nominated by the Board shall preside at the Annual General Meeting of the Council.
38. The business of the Annual General Meeting shall consist of:
38.1 the reception of the Chairman's report on the activities of the Council during the preceding year;
38.2 biannually, notification by the Chairman of the results of the election by the Members of the elected Board Members; and
38.3 any other business of which notice may have been given or which may be permitted to be raised without notice.
39. Any Member wishing to raise any matter at the Annual General Meeting shall give notice in writing thereof to the Secretary no later than three months before the date of the meeting always provided that the Chairman of the meeting may allow any matter to be raised at the Annual General Meeting without such previous written notice as aforesaid.
40. In addition, two Officers or Board Members acting jointly may convene Extraordinary General Meetings of the Council to transact any matter which the Officers wish to bring before the Members.
41. Notice convening an Extraordinary General Meeting shall be sent by the Secretary to the Members not less than 14 days before the meeting and shall specify the place, date and time as well as the matters to be dealt with.
Chairman’s Decision Final
42. The decision of the Chairman of the meeting as to the result of the voting on any question shall be final and an entry in the Minute Book signed by the Chairman of the meeting shall be conclusive of the terms of any resolution and of its having been passed.
Minutes
43. The Secretary shall record in a Minute Book the proceedings of all General Meetings and meetings of the Board.
Register Of Members
44. The Secretary shall maintain a list of names and addresses of all Members, which may be inspected on notice by any Member.
45. The Secretary may keep such list on a computer or other medium and each of the Members and past Members shall be deemed to have consented thereto unless they shall have given written notice to the contrary to the Secretary.
Bylaws
46. The Board shall have power to make and from lime to time amend bylaws for regulating the conduct and affairs of the Council provided the same are not inconsistent with this Constitution. Such bylaws shall be notified to the Members within two working weeks of their adoption and shall be binding on all the Members as from adoption.
Alteration of Constitution
47. The Members of the Council shall have power materially to alter this Constitution by majority of 75% of those present and voting at a General Meeting.
48. The Board shall have the power to correct any error or typography that may be detected from time to time in this Constitution which does not materially alter this Constitution.
Expenses
49. All expenses and outgoings of the Council incurred in holding meetings shall be borne by the funds of the Council subject to any sponsorship, etc as considered in Article 29 above.
50. All expenses of the Members, Board Members and the Officers reasonably incurred on behalf of the Council and approved in advance by the Officers will be paid for by the Council.
Financial Year
51. The financial year of the Council shall end on 31 December in each year.
Accounts
52. No accounts or other financial statements shall require to be prepared unless and until the turnover of the Council exceeds £50,000 per annum and there shall be no requirement to appoint an auditor. It shall be the responsibility of the Treasurer and of the Board as a whole to ensure that the Council’s financial affairs are managed responsibly.
53. In addition, the Treasurer shall prepare and submit at the Annual General Meeting an unaudited statement of receipts and expenses of the Council for the 12 month period ending on 31st December in each year, it being understood (for the avoidance of doubt) that such statement shall not constitute accounts.
Election of Board Members
54. Elections of the elected Board Members shall be conducted by secret ballot organised biannually by the Officers.
Candidates for election shall be Members of the Council and, in the case of mediation providers, shall be Accredited Mediation Providers.
56. The Officers shall notify to all Members an election timetable that shall include a date, not less than four weeks after the notification, for candidates to declare themselves. Candidates shall be notified to Members not less than four weeks before the closing date for ballot papers to be received.
57. The secret ballot may be conducted by post, email or fax, in such a manner and in such a way as the Officers, subject to the supervision of the Board, shall consider appropriate and proportionate to the resources of the Council.
Dissolution
58. If the number of Members shall at any time fall below two, or if at any time the Board shall pass in a meeting by a majority comprising at least two thirds of all the elected Members of the Board entitled to vote a resolution of its intention to dissolve the Council such dissolution shall take effect immediately.
59. In the event of the dissolution of the Council the available funds of the Council shall be transferred to such one or more charitable institutions having objects which include objects similar or reasonably similar to those hereinbefore declared as shall be chosen by the Board and approved by the meeting of the Board at which the decision to dissolve the Council is confirmed.
Areas of law
60. The areas of law for the purposes of Article 2.1 are:
60.1 Civil law (other than family law);
60.2 Commercial law;
60.3 Employment law;
60.4 Sports law;
60.5 Public and administrative law;
60.6 Regulatory law;
60.7 Consumer law; and
60.8 any other area that the Members of the Council shall, pursuant to Article 47 above, add from time to time.
Agreement and Adoption
61. This Constitution was agreed at a meeting of the Board of the Council on 15th day of December 2003, at 12, Bloomsbury Square, London.
62. It was formally adopted by the following at the meeting of the Board on 26th February 2004 and amended at paragraphs 5A and 5B by the Annual General Meeting held at 4 Hamilton Place, London on 2nd December 2004.
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