ARTICLE # 1
The Santiago Arbitration and Mediation Center, hereinafter the Center, is an internal organ of the Santiago Chamber of Commerce the purpose of which is to administrate national and international arbitrations which are submitted to such Center and to appoint arbitrators and mediators whenever stipulated by the parties. It operates according to the governing law, the rules in these bylaws and the rules of procedure.
ARTICLE # 2
The specific functions of the Center are as follows:
a) To administrate the arbitrations and mediations submitted to the Center and provide assistance and counseling in the course of the arbitration procedure as well as an organization appropriate to this end.
b) To prepare and update the list of arbitrators and mediators and delete those members who become disqualified or perform their obligations vis-à-vis the Center and the parties concerned negligently or irresponsibly.
c) To appoint arbitrators who are members of the arbitration corps to resolve a dispute when the parties have delegated that authority to the Santiago Chamber of Commerce.
d) To prepare studies and reports on matters relative to commercial arbitration and mediation, both national as well as international.
e) To perform the functions inherent to, and represent the Santiago Chamber of Commerce in its capacity as the Chilean Chapter of the Inter-American Convention on Commercial Arbitration.
f) To promote and advertise the institutions of arbitration and mediation.
g) To conduct studies aimed at improving and developing the institutions of arbitration, mediation and conciliation and present proposals and recommendations to the public authorities for the same purposes.
h) To maintain and foster relations with national and foreign agencies and institutions engaged in arbitration and mediation.
Santiago Chamber of Commercei) In general, to perform any other activity relating to commercial arbitration and the other alternative means of resolution of commercial disputes.
ARTICLE # 3
The procedure and ruling in the resolution of disputes submitted to the Center shall abide by the provisions contained in the Rules of Procedure, which may be amended by agreement of the parties.
ARTICLE # 4
The Center will have the following organs in order to perform its functions:
a) The Council.
b) The Arbitration Corps.
c) The List of Mediators.
d) The Secretariat General.
ARTICLE # 5
The Council is the managing body of the Center and is responsible for all the functions specified in article number 2 and other functions assigned thereto by these bylaws.
The Council will be comprised of twelve members, ten of whom will be appointed by the Board of Directors of the Santiago Chamber of Commerce and two by the Chilean Bar Association from among its members.
The Chilean Bar Association may at any time remove its representatives if so decided by its Board. Whenever it makes nominations, the Board of the Santiago Chamber of Commerce shall always try to achieve a fair representation of the principal sectors of business and law in relation to the institution of arbitration.
The position of Council Member will be compensated in the amount of 2 Monthly Tax Units per meeting attended (1). The Board of the Santiago Chamber of Commerce is empowered to review the amount of this fee when circumstances warrant.
ARTICLE # 6
The Council will hold office for a period of two years. The Council will elect a Chairman and Vice-Chairman from among its members at its first meeting at the beginning of each term, who will hold office for the entire term.
This election should be held within thirty days following the commencement of the respective term. Council Members may be successively reappointed to new terms of office.
ARTICLE # 7
Any vacancy in the position of Council Member occurring because of resignation, death, removal or other impediment that prevents continuing in office will be filled following the same procedure used when the outgoing Council Member was appointed. The new appointee will remain in office until the respective period is concluded.
ARTICLE # 8
Appointment to the position of Council Member automatically makes such person a member of the arbitration corps who may act as an arbitrator. (1) Translator’s Note: UTM stands for “Unidad Tributaria Mensual”, which translates as Monthly Tax Unit, and constitutes a monetary unit calculated according to certain rules and payable in Chilean pesos.
ARTICLE # 9
The Council shall meet a minimum of four times a year and whenever convened by the Chairman or at the request of five or more Council Members.
The Council may meet validly if a simple majority of its members are present. Notice must be given no less than five days in advance.
Council resolutions shall be adopted by a majority of votes of those present at the meeting, save special provision otherwise herein. The Chairman or his substitute shall cast the deciding vote in the case of ties.
However, the Council may, under the vote of two-thirds of the members present at the meeting, agree to special majorities for the approval of certain matters or affairs.
ARTICLE # 10
The meetings and actions of the Council shall be confidential unless approved otherwise by a majority of theCouncil Members present at the respective meeting.
ARTICLE # 11
Once a year, the Council will determine the fee and rate schedule for the services provided by the Center. This notwithstanding, the Council may review and adjust such fees and rates at any time if circumstances make it advisable.
The Council shall hear the Secretary General of the Center before setting fees and rates, which must in any case be approved by two-thirds of the Council Members present.
ARTICLE # 12
Whenever any Council Member has a direct interest in a matter that is submitted to the consideration of the Council, such member shall be disqualified from participating in the meeting(s) where the matter is discussed.
ARTICLE # 13
The Council may appoint commissions comprised of its members to study and research specific matters. The Council may also delegate special sporadic functions or tasks to one or more of its members.
ARTICLE # 14
The Center will prepare and keep a permanent list of arbitrators comprised of the individuals who, in the Council’s judgment, meet the requirements listed in the following article.
ARTICLE # 15
The individuals on the arbitrators' list constitute the arbitration corps of the Center. The Council shall take into particular consideration in the appointment of members their professional capacity and experience, prestige and known morality. The appointment term for all members of the arbitration team will be three years counted from their sworn-in date and their term renewal can be applied successively at their respective expiry dates. If at such expiry date, a specific member of the arbitration team is already committed to a case, his/her appointment will be understood as automatically extended until the case has been terminated or concluded.
Notwithstanding the requirements that the Council may stipulate to meet the foregoing purpose, the requirements to be a member of the arbitration corps shall be:a) A minimum of ten years of professional experience, or a business record of renowned competence and probity.
b) A residence or office in the Metropolitan Region. This requirement will not apply in the event of international arbitrations.
c) That the person has full exercise of his/her civil or politicalrights.
d) That the person has never been sanctioned for a breach of professional ethics.
e) Members of the arbitration corps who fail to meet one of the above requirements will be removed from the list, for which a resolution of the Council will suffice, adopted by a simple majority. The removal shall not preclude conclusion of the claims currently being heard by said arbitrator.
ARTICLE # 16
The vote of two-thirds of the Council Members present at the respective meeting shall be required to remove one or more arbitrators from the arbitration corps for reasons other than those stipulated in the preceding article. The arbitrators affected shall be entitled to be heard by the Council at the same meeting where the measure is debated.
The Council may also adopt the measures it deems pertinent in order to ensure compliance with the provisions in article 18 hereof.
ARTICLE # 17
Those individuals interested in joining the Center's arbitration corps must submit an application to the Council's Chairman together with the information specified by the Council. The application may be accepted or rejected without reason, which will be notified directly to the applicant by the Secretary General.
ARTICLE # 18
Members of the arbitration corps shall be obligated, in the performance of their functions, to abide by the principles and rules governing the Arbitration and Mediation Center, to act at all times with due diligence, and to guarantee the parties confidentiality, equanimity and impartiality. If the appointment of an arbitrator made directly by the parties falls upon a member of the arbitration corps, the arbitrator must accept the position unless there is a personal reason that may ultimately be qualified by the Council
ARTICLE # 19
The arbitration corps members will charge the fees specified by the Center, save agreement otherwise with theparties, and shall require the parties to pay the Center’s administration fee.
ARTICLE # 20
The Arbitration and Mediation Center may only appoint existing members of the Center’s arbitration corps as arbitrators or mediators in disputes submitted thereto.
Notwithstanding the above, under prior approval of the Council, the Center may agree to administrate an arbitration claim that will be heard by an arbitrator who is not a member of the arbitration corps, in which case said arbitrator shall become a temporary member for the duration of the process.
The Council should adopt a procedure for the appointment of arbitrators that will ensure objectivity and transparency while simultaneously harmonizing specializations and qualifications according to each case.
ARTICLE # 21
The Center will have a Secretariat General in charge of performing administrative tasks of the Center in furtherance of an appropriate conduct of litigation submitted to the arbitrators and mediators. The Secretariat General shall also ensure compliance with the resolutions adopted by the Council.
ARTICLE # 22
The Secretariat General will be managed by a Secretary General who will be answerable to the Council for the normal operation and administrative organization of the Center.
The Secretary General will be appointed by the Council and shall hold office as long as he/she enjoys the trust of the Council.
The Secretary General shall always be an attorney-at-law.
ARTICLE # 23
The specific duties of the Secretary General are:
a) To act as Secretary to the Council; in that capacity, he/she shall participate in all meetings with the right to voice.
b) To evaluate the arbitration, mediation and conciliation requests submitted to the Center; process them, present
them to the consideration of the Council or reject them as specified in articles 26 and 27 of these bylaws To prepare the operational budget for the year and define the material needs of the Center.
d) To arrange for adequate human and material resources required by the arbitrators and mediators who act within the purview of the Center.
e) To refer the files of closed cases to the relevant Judicial Archive.
In general, the Secretary General shall perform any other task assigned thereto in these bylaws, by the Council or that arises directly from the functions corresponding to the Secretariat General.
ARTICLE # 24
The Secretariat General will have the standing organs necessary to fulfill its functions, as determined by the Council, under approval of the Board of Directors of the Santiago Chamber of Commerce.
ARTICLE # 25
Upon presentation of a request for the Arbitration and Mediation Center to intervene by virtue of application of an arbitration clause, the Secretary General shall qualify the pertinence of the request and confirm the requirements that must be fulfilled as specified in the articles that follow.
If the request is accepted, the Secretary General will adopt the measures necessary for an expeditious commencement of the cause.
ARTICLE # 26
Any person who wishes to submit a controversy to arbitration or mediation by the Center shall present the corresponding request in writing to the Secretary General.
The arbitration request should contain at least the following information and details:
a) The specific request to submit the dispute to administration by the Center, without prejudice to the exceptions in subparagraph two of article 20 hereof.
b) The name and address of the parties and, whenever applicable, the authority to submit the request.
c) A reference to the act or contract from which the controversy arises and an authentic copy of the same.d) A reference to the respective arbitration clause and an authentic copy of the same, whenever it is set out in an instrument other than the contract that is the basis for the dispute.
e) The name or names of the arbitrator(s) appointed by the parties, whenever there is no explicit mention of such in the document stipulated in d) above or, alternatively, the request for their appointment by the Center. In the latter case, the request should be accompanied by a copy of the mandate whereby the parties delegate the authority to appoint the arbitrator(s) to the Chairman of the Santiago Chamber of Commerce.
The provisions in article 50 of the respective regulations shall be followed in regard to Mediation requests.
ARTICLE # 27
In addition to the information stipulated in the preceding article, the parties shall furnish the sum set by the Council, at the proposal of the Secretary General, to pay for expenses and fees of the arbitration procedure. The arbitration shall not begin without this payment.
ARTICLE # 28
The bylaws and the rules of procedure of the Arbitration and Mediation Center may be amended by the Board of Directors of the Santiago Chamber of Commerce at the recommendation of the Center’s Council.
For the members of the arbitration team that had such valid status at 30 August 2002, the appointment term stipulated in article 12 of these statutes will be counted from 1 September 2002.