Section 1 Aims and objectives of the Association
(1) The aims and objectives of the Association are to promote arbitration. They include in particular:
a) to make available an institutional Court of Arbitration ("German Arbitration Court [Deutsches Schiedsgericht]") and its Arbitration Rules for the preparation, support and administration of arbitral proceedings; to nominate arbitrators and mediators, also on behalf of institutions with similar or the same objectives;
b) to conduct academic events, to conduct and grant research projects, to provide advanced and further training in the field of arbitration;
c) to promote and distribute publications and to conduct information events on arbitration.
(2) The Association will carry out its tasks in close contact with the organizations of the business sector and academic institutions.
(3) The Association solely and directly pursues only non-profit ("gemeinnützige") objectives within the meaning of the Chapter "Tax Exempt Objectives" of the Tax Code. The Association is nonprofit oriented; it does not primarily pursue its own commercial aims. The means of the Association may be used only for purposes in conformity with the statutory objectives. Members do not receive any grants out of the funds of the Association. No person may benefit from expenditures which are not compatible with the objectives of the Association or receive disproportionately high remunerations.
Section 2 Name, Seat and Legal Personality
(1) The name of the Association is "Deutsche Institution für Schiedsgerichtsbarkeit (DIS) e.V." (German Institution of Arbitration).
(2) The seat of the Association is Berlin.
Section 3 Membership
(1) Any natural or legal person, who is prepared and undertakes to promote the objectives of the Association as set forth in Section 1 to the best of his/her abilities, may become a member of the Association.
(2) An application to become a member is to be directed to the Executive Committee. The Board of Directors decides on the application.
(3) A person who has promoted the objectives of the Association in an outstanding manner may be appointed an Honorary Member by resolution of the General Assembly; former chairmen of the Board of Directors may be appointed Honorary President.
Section 4 Loss of Membership
(1) Membership is terminated:
a) by death,
b) by voluntary withdrawal,
c) by striking from the List of Members,
d) by loss of legal capacity.
(2) Voluntary withdrawal must be notified to the Board of Directors by registered mail at least three months prior to the end of the business year.
(3) A member can only be struck from the List of Members if the member
a) does not comply with his/her financial obligations towards the Association six months after falling due in spite of written reminder,
b) has become permanently insolvent,
c) has lost the capacity to accept public office,
d) has violated the objectives of the Association, has damaged its reputation or has shown himself/herself to be unworthy of membership of the Association by any other means.
(4) The Board of Directors decides on the striking from the List of Members.
Section 5 Contributions and Financial Year
(1) The Association is financed by:
a) membership contributions,
c) fees derived from the conduct of arbitral proceedings,
d) revenues from the conduct of events and the distribution of publications.
(2) The General Assembly fixes the membership contributions. Grants are given on a voluntary basis or for a specific period of time.
(3) The financial year of the Association corresponds to the calendar year.
Section 6 Organs of the Association
The organs of the Association are:
1. General Assembly ("Mitgliederversammlung"),
2. Board of Directors ("Vorstand"),
3. Advisory Board ("Beirat"),
4. Committees ("Ausschüsse").
Section 7 Board of Directors
(1) The Board of Directors consists of a Chairman, two Deputy Chairmen and up to 15 additional members.
(2) The Chairman of the Board of Directors and both Deputies form the Board of Directors within the meaning of Section 26 BGB (Civil Law Code).
(3) The Association is represented judicially and extra-judicially by two members of the Board of Directors within the meaning of Section 26 BGB (Civil Law Code).
(4) The composition of the Board of Directors should reflect in a balanced fashion the professions and organizations which have a particular interest in the aims and objectives of the Association. Five members of the Board of Directors are elected upon proposal of the Association of German Chambers of Industry and Commerce ("DIHK").
(5) The members of the Board of Directors are elected by the General Assembly for a period of four years. The elected Board of Directors remains in office until a new Board of Directors has been elected.
(6) The Board of Directors elects the Chairman and his Deputies from among its members.
(7) If a member of the Board of Directors leaves office before his tenure is at an end, the General Assembly shall elect a substitute member for the remaining tenure.
Section 8 Rights and Duties of the Board of Directors
(1) The Board of Directors is competent for all matters of the Association to the extent that such matters have not been assigned to another organ of the Association by the statutes. In particular, the Board of Directors has the following duties:
a) to prepare and convene the General Assembly, as well as to set of the agenda;
b) to implement resolutions of the General Assembly;
c) to decide on the presentation of the budget and the annual financial report;
d) to decide on applications for membership as well as on the striking of members from the List of Members.
(2) In matters of particular importance, the Board of Directors gives the Advisory Board an opportunity to comment.
Section 9 Advisory Board
(1) Organizations and professions who take a special interest in arbitration, in particular the leading organizations of the German business sector and the German National Committee of the International Chamber of Commerce, ought to be represented in the Advisory Board.
(2) The members of the Advisory Board are elected by the General Assembly upon proposal of the Board of Directors for a period of four years. The elected Advisory Board remains in office until a new Advisory Board has been elected.
(3) The Advisory Board consists of up to 21 members. These elect their chairman and his deputy.
Section 10 Rights and Duties of the Advisory Board
(1) The Advisory Board advises the Board of Directors in all matters of special concern. It can make proposals for consideration by the Board of Directors or the General Assembly.
(2) The Advisory Board must give its consent to:
a) the budget,
b) the membership contributions.
(3) The Advisory Board is entitled to request the Board of Directors to convene an extraordinary General Assembly if the state of the financial affairs of the Association so warrants it. If the Board of Directors does not convene a General Assembly within four months of receiving such written request, the Advisory Board itself may convene an extraordinary General Assembly through its chairman.
(4) The Advisory Board should convene once per year or as necessary. A meeting is to be called if five members of the Advisory Board so demand. Section 11 applies mutatis mutandis in respect of the period of notice and the voting procedure.
Section 11 General Assembly
(1) The General Assembly
a) elects the Board of Directors and the Advisory Board,
b) appoints two auditors to audit the annual financial report,
c) gives formal approval to the actions of the Board of Directors and the Secretary General,
d) approves the budget and the annual financial report,
e) passes the schedule of membership dues as well as amendments to the Statutes.
(2) The General Assembly shall be convened at least once during each financial year. It is chaired by the Chairman or one of his deputies.
(3) Extraordinary General Assemblies are to be convened whenever it is in the interests of the Association to do so, or when so required by the Board of Directors, or by written request of at least 20 members citing reasons and purpose, or upon application of the Advisory Board (Section 10 sub. 3).
(4) The Board of Directors sets the agenda of the General Assembly and issues a separate written invitation to members informing them of the agenda. The invitation shall be issued at least three weeks prior to the meeting.
(5) Resolutions are passed by a majority vote of members attending. In the event of a tie, the Chairman of the General Assembly has the casting vote. Amendmends to the Statutes require a majority of three-quarters of the votes cast. This applies also, in variation of Section 33 sub. 1 sentence 2 BGB (Civil Law Code), to amendments in the Association’s objectives.
(6) Resolutions passed by the General Assembly are to be recorded in minutes signed by the Chairman of the Board of Directors and the Secretary and to be distributed to the members.
Section 12 DIS Arbitration Rules
The Association adopts the Arbitration Rules of the German Arbitration Committee ("Deutscher Ausschuss für Schiedsgerichtswesen [DAS]") as its own Arbitration Rules. These are the "Arbitration Rules of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V. [DIS])" (procedural rules for the "German Arbitration Court [Deutsches Schiedsgericht]").
Section 13 Committees
In order to perform specific functions, the association may set up committees.
Section 14 Appointing Committee
(1) The "Appointing Committee" consists of three members and three alternate members, who are appointed for a period of two years by the Board of Directors assisted by the chairman of the Advisory Board. Consecutive appointments are permitted. In the case of one or more members being temporarily unable to perform their duties, the alternate members in alphabetical order perform the functions of the members prevented from acting.
(2) The "Appointing Committee" nominates arbitrators and substitute arbitrators upon proposal of the Executive Committee (Geschäftsführung).
(3) The "Appointing Committee" also revokes the mandate of arbitrators and mediators, to the extent that the latter is provided for by the applicable arbitration rules.
(4) Further functions may be assigned to the "Appointing Committee".
(5) The "Appointing Committee" is not bound by directions. Its work is confidential. It decides by simple majority. In general, the decision is taken by written procedure.
(6) The members of the "Appointing Committee" who participate in any function in arbitral proceedings before the DIS cannot participate in decisions regarding such arbitral proceedings. A member of the "Appointing Committee" may not be nominated as arbitrator pursuant to subsection 2 of this section.
(7) The Executive Committee (Geschäftsführung) is not bound by directions with regard to its proposals pursuant to subsection 2 of this section.
Section 15 Organization Committee
(1) The Organization Committee is concerned with arranging and coordinating organizational measures ensuring as far as possible the conduct of arbitral proceedings according to uniform criteria. This applies both to arbitral proceedings administered by the German Institution of Arbitration and to proceedings according to foreign arbitration rules or to ad hoc arbitration proceedings conducted in the Federal Republic of Germany.
(2) The Committee consists of 9 members, elected by the General Assembly for a period of 4 years. Of these, 7 members are nominated by the Association of German Chambers of Industry and Commerce (DIHK).
(3) The members of the Committee appoint a Chairman and Deputy Chairman from among themselves.
(4) Secretary of the Committee is the Secretary General of the Association.
Section 16 Secretary General
(1) The Board of Directors appoints the Secretary General.
(2) The Secretary General conducts the day-to-day business and administers the finances. Payments on behalf of the Association in excess of DM 5,000.00 require authorization by the Chairman or his deputy.
(3) The Secretary General keeps account of revenues and expenditures. The annual financial report, drawn up by the Secretary General and passed by the Board of Directors, is audited by two auditors appointed by the General Assembly and is presented to the latter for its approval.
(4) The Secretary General prepares the draft budget.
Section 17 Dissolution of the Association
(1) Dissolution of the Association is subject to the statutory provisions.
(2) If the Association is dissolved or ceases to exist, or if the pursuit of its declared aims and objective is frustrated, the assets of the Association shall be transferred to a public corporation or to any other tax-privileged corporation for utilization in furthering science and research.
(3) The granting of assets or any share of assets to members of the Association is not permitted.
* Translation from German. Only the German text is authoritative.