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Article 1. CAS Objectives

1.1.   The Caspian Arbitration Society (the “Society” or the “CAS”) is a trading name and trademark of Olympeak Financial S.A., a public limited company established under the laws of the Canton and Republic of Geneva, Switzerland.

1.2.   The CAS has adopted a set of arbitration rules (the “Arbitration Rules”) as an official document of the Society. The CAS aims to maintain the Arbitration Rules as the most advanced set of arbitration rules in the world, drawing on the experience of the most outstanding academics and arbitration practitioners.

1.3.   The CAS may amend the Arbitration Rules from time to time in accordance with the procedures set out in this Charter. The amended Arbitration Rules shall apply to arbitration proceedings commenced after the publication of the amendments on the CAS website.

1.4.   The Arbitration Rules shall be treated as if they were incorporated by reference into this Charter.

1.5.   The objectives of the CAS are:

1. to develop and maintain an efficient, innovative and highly regarded dispute resolution platform which may be used by any party and in any kind of dispute insofar as this is consistent with the applicable laws;

2. to investigate and implement dispute resolution mechanisms as part of the platform which are specifically adapted to disputes involving countries in the Greater Caspian Region (Afghanistan, Armenia, Azerbaijan, Georgia, Iran, Kazakhstan, Kyrgyzstan, the Russian Federation, Tajikistan, Turkey, Turkmenistan, Ukraine, Uzbekistan);

3. to promote alternative dispute resolution mechanisms by combining a cutting-edge and innovative approach with existing best practice standards implemented on other platforms for international arbitration; and

4. to promote cooperation between arbitrators and other arbitration practitioners for the purposes of improving the CAS and other existing platforms for alternative dispute resolution.

 

Article 2. Organisational Structure

2.1.   The governing bodies of the CAS are:

1. Olympeak Financial S.A. (the “Company”); and

2. the CAS Advisory Board (the “Advisory Board”).

 

Article 3. The Company

3.1.   The Company shall be responsible for:

1. developing and maintaining the CAS website, including the up-to-date version of the Arbitration Rules, the up-to-date version of the list of arbitrators who have agreed to resolve disputes under the Arbitration Rules, dealing with the CAS's administrative matters such as routine corporate correspondence and so forth.

2. maintaining CAS email addresses;

3. maintaining the registration of and protecting the CAS trademark and trading names;

4. organising events to promote cooperation between arbitration practitioners;

5. identifying academics and arbitration practitioners who could improve the Arbitration Rules;

6. appointing the initial members of the Advisory Board; and

7. other activities which may, in the Company's discretion, be consistent with the objective of the CAS.

3.2.   The Company shall not:

1. participate in the appointment of any arbitrators in any arbitration proceedings;

2. give instructions to any of the members of the Advisory Board in relation to any arbitration proceedings; or

3. otherwise intervene in any matters concerning the application of the Arbitration Rules in any arbitration proceedings.

 

Article 4. The Advisory Board

4.1.   The Advisory Board shall consist of up to eleven members.

4.2.   The Company shall have the right to appoint up to three members of the Advisory Board. The Company shall ensure that the Advisory Board consists of at least three members at any given time.

4.3. The other members of the Advisory Board shall be selected by the three members appointed by the Company, by a majority vote. All voting procedures may be conducted by email.

4.4. The Advisory Board members shall be appointed for a term of two years. The CAS Advisory Board members may be re-elected for an unlimited number of times.

4.5. The Advisory Board shall have the following responsibilities:

1. contributing to the improvement and development of the CAS Rules.

2. reviewing and approving any amendments to the Arbitration Rules as may be proposed by the Company or any members of the Advisory Board from time to time.

3. promoting the image of the CAS in the arbitration community and among the potential users of the Arbitration Rules.

4. fulfilling such duties as the Arbitration Rules may assign to the Advisory Board from time to time, including appointment of arbitrators and ruling on arbitration challenges.

4.6. The Advisory Board and any members of the Advisory Board shall not:

1. take instructions from the Company or any other person which might result in the Advisory Board's decisions on any matters not being independent and impartial.

2. breach the Charter or the Arbitration Rules, or act in any other manner which might bring the CAS or its Arbitration Rules into disrepute.

3. hold themselves out as having the authority to represent the Company or take any actions on behalf of the Company otherwise than in accordance with the Arbitration Rules or the Charter.

4.7. An Advisory Board member shall not be entitled to participate in a vote and shall have no voting rights if:

1. the member is appointed by the Company under the transitional provisions of this Charter and the issue to be voted upon relates in any manner to the Company’s business activities, or to any other third party affiliated with the Company or its representatives, or to any issue that in any manner may give rise to a conflict of interest;

2. the renewal of the term of that member to sit on the Advisory Board is being put to a vote;

3. his or her removal from the Advisory Board is being discussed;

4. the member has a conflict of interest with regard to the issues being discussed or voted upon.

4.8.   Advisory Board members appointed by the Company shall not participate in any decisions pursuant to the Arbitration Rules if the decisions in any way concern the Company or any of its shareholders or affiliates or may affect the interests of the Company in any way.

4.9.   Where the Advisory Board is required to make a decision under the Arbitration Rules (e.g. in relation to an arbitrator challenge or appointment), it shall do so as follows:

1. the decision shall be made by three members of the Advisory Board.

2. where there are only three members of the Advisory Board, they shall all participate in the decision-making process.

3. where there are more than three members of the Advisory Board, the three members who are to make the decision are to be selected by rotation, in the alphabetical order of their surnames. For example, if the Advisory Board consists of members named Andrews, Brown, Johnson, Mason and Smith, then the first decision shall be made by Andrews, Brown and Johnson, the second decision shall be made by Mason, Smith and Andrews, the third decision shall be taken by Brown, Johnson and Mason and so forth.

4. where a member of the Advisory Board is unable to participate in the decision-making process due to illness, conflict of interests or other reasons, then the decision shall be taken by the next available member. For example, if the decision has to be taken by Andrews, Brown and Johnson, but Johnson is unavailable, then the decision shall be taken by Andrews, Johnson and Mason. The next decision will then be taken by Smith, Andrews and Brown.

5. the decision shall be made by the majority of the three members, who shall all sign the decision.

 

Article 5. Advisory Board Members acting as Arbitrators

5.1.   There shall be no restrictions for members of the Advisory Board to act as counsel or arbitrators in arbitrations conducted under the Arbitration Rules, subject to the following sub-articles.

5.2.   The three members of the Advisory Board tasked with appointing an arbitrator under the Arbitration Rules shall not be entitled to appoint one or more of the three members as arbitrators, that is the Advisory Board members tasked with appointment shall not appoint themselves.

5.3.   Where an Advisory Board member is acting as an arbitrator or counsel in an arbitration conducted under the Arbitration Rules, they shall not participate in any decision of the Advisory Board in relation to the arbitration (e.g. arbitration challenge or appointment of an arbitrator).

 

ARTICLE 6. Appointment of Advisory Board Members

6.1.   Any member of the Advisory Board agreeing to be appointed by the CAS, shall be deemed to have accepted appointment pursuant to this Charter, provided that the Charter is made available to the Advisory Board member or is available to CAS's website.

 

ARTICLE 7. Removal of Board Members

7.1.   The Company may, at any time and for any reason, remove any Advisory Board members appointed by it and replace them with other members.

7.2.   The Advisory Board may, at any time and for any reason, by a majority vote, remove the Advisory Board members appointed by it and replace them with other members.

 

ARTICLE 8. Dissolution of CAS

8.1.   The Company shall be entitled to terminate the activities of the CAS and withdraw its permission to use the CAS trade name and trademark from any person. The withdrawal / termination shall take immediately if there are no pending arbitrations under the Arbitration Rules. If there are pending arbitrations under the Arbitration Rules, then, with respect to any person involved in the arbitration, the withdrawal/termination shall take effect at the time when the arbitration is completed.

 

Article 9. Dispute Resolution

9.1.   Any internal dispute arising out of this Charter and as regards the activities of the CAS as a legal entity shall be considered and finally resolved by the Courts of England and Wales. The applicable law shall be the law of England and Wales.

 

Article 10. No Swiss corporate law responsibilities

10.1. The Advisory Board members shall not be treated as directors of the Company within the meaning of Swiss law and shall have no duties to the Company other than those specified in this Charter.