Article II – Purpose of the Council
Article III – Membership and Vacancies
1. Statement of independence
2. Council Members
2.1. Full Members
2.2. Duration of the Term
2.3. Emeritus Members
2.4. Nominating and Approving New Members
2.4.1. Nomination of Full Members
2.4.2. Resignation of Full Members
2.4.3. Removal of Full Members
Article IV – Officers and Terms of Service
1. Chair and Vice-Chair
2. Secretary
Article V – Meetings
1. Regular Meetings
2. Special Meetings
3. Decisions per capsulam
4. Meeting Notice, Waiver, Assent
5. Quorum
6. Voting Requirements
7. Minutes of the meetings
Article VI – Committees and Working Groups
WHEREAS it is widely accepted that international conventions holding provisions of uniform private law in view of their international nature, shall be given an autonomous interpretation free from the influence of national legal concepts and terminology and even from the domestic interpretative techniques themselves.
WHEREAS the interpretation rules contained in Article 31-33 of the Vienna Convention on the Law of Treaties (Vienna, 23 May 1969) are generally recognized as a codification of customary international law with regard to the interpretation of international conventions.
Whereas under Article 31 (3) (b) of the Vienna Convention on the Law of Treaties, the Court or arbitral tribunal seised in fulfilment of its international role when giving its autonomous interpretation may take into account inter alia “(b) any subsequent practice in the application of the treaty which establishes the agreement of the parties regarding its interpretation” which is generally understood to include prevailing views within the contracting states as evidenced by court and arbitral decisions and legal doctrine.
WHEREAS under Article 32 of the Vienna Convention on the Law of Treaties, the Court or arbitral tribunal seised in giving its autonomous interpretation may also have recourse to “supplementary means of interpretation, including the preparatory work of the treaty and the circumstances of its conclusion in order to confirm the meaning resulting from the application of article 31, or to determine the meaning when the interpretation according to article 31: (a) leaves the meaning ambiguous or obscure; or (b) leads to a result which is manifestly absurd or unreasonable.”.
Whereas the Convention on the Contract for the International Carriage of Goods by Road (CMR) (Geneva, 19 May 1956), hereinafter “the CMR Convention” is an international convention holding provisions of uniform private law to which an autonomous interpretation pursuant to the interpretation rules in Article 31-33 VCLT shall be given.
WHEREAS the courts and arbitral tribunals in contracting states of the CMR Convention however do not always have easy access to judicial and arbitral decisions, legal doctrine or the preparatory works concerning the interpretation of the CMR Convention.
ON THESE GROUNDS, It has been decided to set up the CMR Advisory Council with the aim of the CMR Advisory Council to promote the uniform and autonomous interpretation of the CMR Convention by making – as an amicus curiae to courts and arbitral tribunal in the contracting states – judicial and arbitral decisions, legal doctrine and preparatory works on the CMR Convention more easily accessible as well as by providing independent, impartial and well-informed legal opinions upon interpretation issues arising under the CMR Convention.
For the good functioning of the CMR Advisory Council, the following bylaws have been adopted.
The purpose of the Council shall be:
1. Statement of Independence
All Council members undertake to remain free from vested interests as provided for in the declaration of independence duly adopted.
2. Council Members
2.1. Full Members
The Council shall consist of no more than ten members. The initial members shall be those sitting on the Council on the date these Bylaws are adopted provided that the members should not come from the same country.
2.2. Duration of the Term
Council members may indefinitely serve on the Council, subject to resignation or removal as set forth in Article III 2.4.2 and 2.4.3.
2.3. Emeritus Members
A Council member may elect, at any time, to resign his or her position or to change his or her status to that of an emeritus member. Emeritus members serve on the Council in an advisory capacity and are entitled to attend meetings and participate therein, but they shall not be entitled to vote, do not count towards membership as defined in Article III 2.1. and do not count toward quorum as set forth in Article V.5. Emeritus members are not concerned by Article III 2.4.3.
An emeritus member may not change his or her status back to a Council member unless a vacancy exists and the change in status is approved by vote of at least two-thirds (2/3) of all the Council members.
2.4. Nominating and Approving New Members
2.4.1. Nomination of Full Members
To become a Council full member, a candidate must be nominated by a current Council full member and seconded by another current full Council member. The nomination for a new member must be made and seconded to the Chair before or at a meeting to be initially considered.
Following the nomination and second by another Council member, the Chair shall nominate two reporters to prepare a report on the candidate. The report shall outline the candidate’s qualifications and review the candidate’s writings and other materials to assist Council members in making an informed decision when voting on the nominee during the meeting held to approve the nomination, in a maximum of 3 months. The candidate’s curriculum vitae shall be distributed to members at least one month in advance of the deciding meeting. No later than one month before the meeting, the reporters shall submit their findings to the Chair. Council members may also send their comments to the Chair. Reports and comments will be distributed at the meeting. Approval of a new member requires an affirmative vote of at least two-thirds (2/3) of all the Council members pursuant to the procedures set forth below.
2.4.2. Resignation of Full Members
A member may resign at any time for any reason by submitting a letter of resignation to the Secretary of the Council. Resignation may be made effective as of a date or event specified in the letter of resignation (such as upon the election of a new member to fill the vacancy thus created).
2.4.3. Removal of Full Members
A full member can be removed by failing to engage with the work of the Council or by persistent absence to meetings, by the vote of two-thirds (2/3) of the full members of the Council.
The officers of the Council shall be the Chair, the Vice-Chair and the Secretary. Officers shall assume their duties at the conclusion of the meeting at which they are elected.
1. Chair and Vice-Chair
The Chair shall preside at all meetings of the Council, with the responsibility to prepare the meetings and keep the records, in collaboration with the Secretary. He or she shall be elected from among the voting members of the Council, and shall serve a term of three years. The Chair is limited to a term of three years with the opportunity to be re-elected once, thereby allowing a member to serve as Chair for a maximum of six consecutive years.
A Cice-Chair is elected under the same conditions. In the absence of the Chair, the powers of the Vice-Chair are the same as those of the Chair.
2. Secretary
The Council shall have a Secretary, who shall be responsible for preparing and preserving the minutes of each Council meeting and shall be the final authority for purposes of certifying the actions of the Council. The Secretary shall serve for a term of three years, with the opportunity to be re-appointed for additional terms. Within six months before the conclusion of such term or if a vacancy arises, Council members may nominate an individual to serve or to be re-appointed as Secretary pursuant to a procedure established by the Chair. Such an individual need not be a member of the Council. The Chair shall present the nominee or nominees to the Council, and the Council shall re-appoint or select the individual who will serve as Secretary by an affirmative vote.
1. Regular Meetings
The Council shall meet at least once a year in person at such time and place as determined by the Chair in consultation with the members. Exceptionally, one or more members could be allowed by the Chair to attend those meetings online.
2. Special Meetings
A special meeting may be called at any time by the Chair. The meetings shall be organized preferably by videoconference.
The Council may meet in person or by any other means or combination of means by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by such means is deemed to be present in person at the meeting on all matters, except on matters relating to the election of new members.
3. Decisions per capsulam
On the initiative of the Chair, the full members of the council may act and take decisions without meeting. The decisions taken must then be unanimous.
4. Meeting Notice, Waiver, Assent
Notice of each meeting of the Council shall be sent to each member at least thirty (30) days prior to the date of the meeting. A member may waive any notice required by these Bylaws before or after the date and time stated in the notice for the meeting. A member’s presence at a meeting waives any defect in notice.
5. Quorum
A quorum shall consist of half of the full members of the Council. Once a quorum has been established, it shall remain established for the duration of the meeting and despite any adjournment and resumption of the same meeting.
6. Voting Requirements
Each member of the Council shall have one vote on any matter that comes before the Council for a vote. The affirmative vote of a majority of members present and voting constitutes an act of the Council unless these Bylaws require the vote of a greater number of members.
The council shall strive to reach a consensual opinion before is issued. If consensus cannot be reached, the opinion shall be adopted by the two-thirds (2/3) majority.
7. Minutes of the meetings
All decisions of the Council are recorded in minutes.
A member has the right to have any objection raised by him or her to be recorder in the minutes.
The Council may create such committees and working groups as it sees fit for specific tasks and purposes. The Council may invite such persons as it thinks fit to participate in their work. Such persons do not have to be a member of the Council.
Such committees and working groups report to the Council about the outcomes of their activities.
The Council may appoint rapporteurs to prepare a report on any subject as it sees fit. The rapporteur does not have to be a member of the Council.
These Bylaws may be amended at any meeting of the Council, provided that the notice for the meetings includes a statement that the amendment will be considered at the meeting together with the text of the proposed amendment. An amendment so proposed, may be adopted by a vote of a majority of the members of the Council.