Structure:

1. The central management and control of the Irish Commercial Mediation Association (the “Association”), is vested in Irish Commercial Mediation Association Limited (the “Company”), which expresses its will through its Board of Directors. At all times, at least two member Directors of the Company will be members of the Council.
2. Except for the two member Directors of the Company, the members of the Council are elected or removed by the members of the Association, by a majority vote expressed at an AGM or an EGM of the Association.
3. Any person elected by the members of the Association, to serve on the Council, will not be entitled to take a seat on the Council, until such time as that person’s election is formally ratified by a resolution of the Board of Directors of the Company.
4. Membership of the Council of the Association shall consist of not less than 10 and not more than 18 people, or such other maximum number as shall be determined by the Board of Directors of the Company.
5. There must be a quorum for all meetings of the Council and that quorum shall consist of the following:  (a) At least one member Director of the Company; and  (b) At least 5 other Council members.
6. Subject to the approval in writing of the Directors of the Company, the Council is empowered, at all times, to co-opt a Council member, provided that in effecting the co-option, the number of Council members does not exceed the maximum fixed by the Directors of the Company.
7. The Council will be composed at all times, of a majority of mediators on the register maintained by the Secretary.
   

   Officers:

8. Following the election of the members to the Council at the AGM, those Council members will meet together, as soon as is practicable, and elect from amongst their number, the following officers:
   1.  Chairperson
   2. Deputy Chairperson
   3. Secretary
   4. Treasurer
   Those officers shall remain in office until the following AGM or until there is a vote to remove them passed by a majority of members meeting at a properly convened EGM.
9.  The Chairperson of the Council must be a professionally qualified member and except for the first Council voted into office by the AGM, every subsequent Chairperson will have to have been a member of the previous Council.
   

   Meetings:

10. All meetings will be chaired by the Chairperson of the Council, and in the absence of the Chairperson, those meetings will be chaired by the Deputy Chairperson, the Secretary, or the Treasurer, in that order.
11. In accord with the spirit of the Association, the Council will endeavour to reach decisions by consensus. Where that is not possible, a decision will be rendered by a simple majority of members attending the meeting. Whomsoever chairs the meeting of the Council will have a casting vote in the event that there is a tie in votes.
    

    Functions and Duties of the Council

12. The primary role of the Council is to manage and direct the affairs of the Association in accordance with the memorandum and articles of association of the Company.
13. Where it is deemed necessary, the Council will draw up a set of rules to govern the conduct of its business, subject to those rules being approved in writing by the Directors of the Company.
14. The Council will develop the policy of the Association on all matters relating to commercial mediation and it will act as a forum for members to discuss and agree the implementation of agreed policies.
15. The Council will put in place a policy for the study and promotion of commercial mediation in Ireland and it will endeavour to stimulate research on matters pertaining to commercial mediation.
16. The Council will establish working groups to examine matters of interest to the Association and it will monitor research and other work undertaken by such working groups at its direction.
17. The Council will coordinate the response of the Association to proposals circulated by the government, the judiciary, the court services body, or other source, and it will also generate its own proposals in relation to legislative or other changes, aimed at improving the environment or process for commercial mediation.
18. The Council will develop a communications policy and regularly review and update that policy, so as to disseminate as widely as possible, the views of the Association on all issues pertaining to commercial mediation.
19. The Council will coordinate the attendance of members of the Association at international conferences dealing with methods of dispute resolution, in particular, mediation.
20. The Council will establish a working group to draw up a code of practice to which qualified mediators must subscribe before they can be entered on a register of commercial mediators, to be maintained by the Secretary of the Association.
21. The Council will meet at least six times a year at a time, date and venue to be notified by the Secretary at least 7 days in advance, together with an agenda for each such meeting.
22. The Council through the Secretary is responsible for organising the AGM, the date and timing for which must be agreed in writing by the Board of Directors of the Company.
23. The Council through its Chairperson is responsible for drawing up and publishing an annual report of the activities of the Association, for each year, with that report to be presented to the AGM, except for the first AGM.
24. The Council will recommend staff for appointment by the Company.
25. The rules for the Council may be amended by a 2/3 vote of the members of the Council or by a majority vote at an AGM or EGM provided that any such proposed amendment is approved in advance by a resolution of the Directors of the Company.
    

    Election of Council Members

26. Any candidate going forward for election to the Council must do the following:  
    a) Prepare a curriculum vitae: 
    b) Be proposed and seconded in writing by 2 members of the Association 
    c) At least 7 clear days in advance of the AGM, at which Council members are to be elected, deposit a notice in writing with the Secretary notifying the candidate’s intention to stand for election signed by two other members proposing and seconding the candidate, together with the candidate’s c.v. by submitting themselves for election, candidates are consenting to their c.v.’s being circulated to all members of the Association.
27. A notice giving the date, time and venue for the AGM, will be circulated by the Secretary at least 21 clear days in advance of the date set for the AGM, together with a notice seeking applications from candidates seeking election to the Council. That notice shall specify:
    a)  The number of vacancies on the Council;
    b)  The names of the continuing and retiring members of the Council;
    c)  The attendance record of all members at meetings of the Council and of working groups of the Council.
28. If the number of candidates for election exceeds the number of vacancies, an election will take place at the AGM and it will be conducted by secret ballot and organised by the Secretary, who will appoint scrutineers.