Article I — Name, Status & Legal Seat

1.1 Name. The name of the Organization shall be The Neutrals Organization (also styled THE-NEUTRALS). The Organization may operate internationally under the trade name The Neutrals and any registered marks the Organization adopts.

1.2 Legal Status. The Neutrals is organized and operated exclusively for non-profit, educational, certification, and public-service purposes. The Organization shall be a not-for-profit corporation / association / foundation under the laws of the [insert Country / State of incorporation], and shall comply with all local and international statutory requirements applicable to non-profit entities.

1.3 Principal Office. The principal office shall be at such location as the Executive Management determines. The Organization may establish regional offices, back offices, and representative offices in other jurisdictions.

Article II — Purpose & Objectives

2.1 Purpose. The Neutrals exists to certify, convene, and curate a global bench of independent neutrals (mediators, arbitrators, evaluators, ombuds, facilitators and related professionals) and to promote prevention-first dispute systems and best practice in conflict prevention and resolution.

2.2 Core Objectives.

• Establish, maintain, and govern a global registry and sectoral benches of Certified Neutrals.

• Develop, maintain and enforce standards of independence, impartiality, competence, and ethics for Certified Neutrals.

• Provide certification, continuing professional development, and quality assurance for certified practitioners.

• Offer administrative, appointment, and registry services to businesses, governments and institutions seeking independent neutrals.

• Design and promote dispute-prevention architectures, dispute system design, and sectoral protocols.

• Publish guidance, research and thought leadership on dispute prevention and neutral practice.

• Operate transparently, accountably, and consistently with non-profit rules.

Article III — Definitions

For clarity in these Bylaws:

• Certified Neutral — an individual who holds a current certification/designation issued by The Neutrals following the Organization’s certification procedures.

• Registry — the Organization’s database of Certified Neutrals, sectoral benches and approved panels.

• Independent Certification Board (ICB) — the independent body responsible for evaluating applications and granting certification.

• Executive Board (or Board of Directors) — the governing board responsible for strategic governance, fiduciary oversight, and appointment of senior officers.

• Executive Management — the senior operational leadership (e.g., Executive Director / Secretary General) managing day-to-day operations.

• Member — where used in governance contexts, refers to certified individuals or institutional participants who hold governance rights as set out in these Bylaws. (See Article V.)

Article IV — Values, Standards & Code of Ethics

4.1 Core Values. Independence, impartiality, competence, confidentiality, professionalism, prevention-first thinking, and cross-jurisdictional respect.

4.2 Code of Ethics. The Organization shall adopt a publicly available Code of Ethical Conduct for Certified Neutrals. Compliance with the Code is mandatory for certification; violations are subject to the Discipline & Oversight procedures in Article XI.

4.3 Standards & Accreditation. The Organization shall promulgate certification standards (the “Standards”) covering eligibility, competence, continuing education, conflict checks, and independence declarations.

Article V — Membership / Certification Classes & Governance Rights

Important Clarification: Certification is an earned professional designation, not a passive subscription. For governance clarity these Bylaws also classify certain participants as “Members” solely for defined governance rights.

5.1 Classes. The Organization may have the following classes:

• Certified Neutrals (individuals who hold current certification).

• Institutional Partners (organizations, law firms, corporations that have entered into institutional agreements with The Neutrals).

• Associate & Affiliate Participants (training partners, academic partners, pro-bono partners).

• Honorary Fellows (by nomination for exceptional contribution).
  (Other classes may be created by the Board consistent with the Articles of Incorporation.)

5.2 Rights & Privileges.

• Certified Neutrals: entitled to use the THE-NEUTRALS™ mark subject to the Organization’s trademark licence; eligible for appointment lists, training, and to stand for certain governance roles where expressly provided; may receive voting rights for specified matters as the Board determines.

• Institutional Partners: access to services and recognition as set by contractual agreements; may receive limited governance participation as specified.

• Honorary Fellows: non-voting unless otherwise specified.

5.3 No Presumption of Membership. Being certified is principally a professional recognition. Any governance rights conferred on Certified Neutrals are limited and set by these Bylaws and regulations. The Organization shall clearly distinguish promotional/marketing benefits from governance entitlements.

Article VI — Governance Structure

6.1 General Structure. Governance roles shall be separated to protect independence of certification:

• Executive Board (strategic governance, fiduciary oversight).

• Independent Certification Board (ICB) (certification decisions, standards interpretation, appeals).

• Ethics & Oversight Committee (discipline, conflicts, ethics investigations).

• Executive Management (operational leadership and administration).

• Advisory Councils / Sectoral Panels (non-voting technical and sector experts advising operations).

6.2 Executive Board (Board of Directors).

• Composition, appointment, and terms shall be set in the Organization’s Articles/Regulations. The Board must include independent directors and may include representatives from major stakeholder groups, but must avoid conflicts with the ICB or Ethics Committee to preserve independent certification.

• Duties: set strategy, approve budgets, appoint Executive Management, ensure compliance, approve policies, and maintain fiduciary oversight.

6.3 Independent Certification Board (ICB).

• The ICB shall be independent of the Executive Board and Executive Management. It evaluates certification applications, sets application criteria, and issues/withholds certifications. The ICB also hears certification appeals (or delegates to an independent appeals panel).

• Composition: senior neutrals, legal experts, and sector specialists. Terms and quorum rules are set in the Certification Regulations.

• Independence safeguards: ICB members must disclose conflicts and recuse from matters where conflict exists.

6.4 Ethics & Oversight Committee.

• Handles complaints, investigate alleged ethical breaches, recommend sanctions (including suspension or revocation of certification) and oversee remedial actions.

6.5 Advisory Councils & Sectoral Panels.

• Non-governing bodies composed of sector experts to advise on panels, curricula, sector standards, and appointment suitability. They do not decide certification applications.

Article VII — Meetings, Quorum & Voting

7.1 Annual General Meeting (AGM). If applicable under the Articles, an AGM shall be held once per year for matters reserved to members (approval of annual accounts, election of applicable directors, major policy decisions).

7.2 Special Meetings. May be called in accordance with the Articles and Regulations.

7.3 Quorum & Voting. Quorum and voting rules for each body (Board, ICB, Ethics Committee, AGM) are governed by separate rules; default quorum is a majority unless stricter rules are required. Decisions are by majority vote unless otherwise specified.

7.4 Remote Participation. Meetings may be held virtually; remote participants are included in quorum and may vote.

Article VIII — Certification: Application, Evaluation, Granting & Renewal

8.1 Application. Persons seeking the Certified Neutral designation shall submit an application through the Organization’s prescribed process, supplying CV, identification, professional references, proof of qualifications, sector experience, and any other required documents.

8.2 Evaluation Criteria. The ICB shall evaluate applications against published criteria (examples: minimum experience, training, demonstrated independence, ethical record, sector competence). The criteria and scoring shall be public and fair.

8.3 Assessment Process.

• Initial screening (administrative completeness and conflict checks).

• Substantive review (ICB scoring, interviews or panel review where required).

• Decision (grant, conditional grant, request for supplementary info, or refusal).

• Timing: the Organization will publish expected timelines (e.g., decision within 5–7 business days for standard applications), without compromising due process.

8.4 Certification Grant. Successful candidates receive:

• Digital certificate and licence to use the THE-NEUTRALS™ mark in accordance with branding rules.

• Listing in the Registry and eligibility for appointment by clients and institutions subject to any limits/laws.

• Access to member services as defined.

8.5 Designation Fee & Renewal.

• A designation fee (annual) and renewal terms may be required. Fees and categories will be set by the Board and published.

• Renewal requires confirmation of continuing compliance, CPD (continuing professional development), and re-declaration of conflicts.

• Failure to renew or serious ethical breach may cause suspension or revocation.

8.6 Conditional Certifications & Provisional Status.

• The ICB may grant conditional or provisional designations (e.g., for Next-Gen neutrals) with defined conditions and timelines.

8.7 Appeals.

• Applicants or certificants may appeal adverse certification or disciplinary decisions to an independent Appeals Panel within a defined timeframe. The Appeals Panel shall be composed of neutral, independent members and act under published procedures.

Article IX — Use of Marks, Trademarks & Branding

9.1 Ownership. The Organization owns or controls the THE-NEUTRALS™ marks, logos and trademarks. Use is licensed, not sold.

9.2 Licence Terms. Certified Neutrals receive a non-exclusive, revocable licence to use the mark subject to brand guidelines, ethical compliance, and payment of fees. The Organization shall publish brand guidelines.

9.3 Misuse & Enforcement. Misuse is a breach of the Code and these Bylaws. The Organization may require corrective actions, suspend licence rights, or pursue legal remedies.

Article X — Discipline, Suspension & Revocation

10.1 Grounds. Breach of the Code, misrepresentation, conflicts of interest, criminal conviction affecting practice, fraud, or serious professional misconduct.

10.2 Process.

• Complaint received → preliminary screening → investigation by Ethics Committee → opportunity for the certificant to respond → recommendation to Board/ICB for sanction.

• Sanctions range from admonition to suspension, demotion of certification, revocation, publication of sanction (as appropriate and lawful).

10.3 Due Process. All disciplinary actions respect natural justice, confidentiality during investigation, and right to appeal.

Article XI — Finance, Audit & Insurance

11.1 Funds & Accounts. The Organization shall maintain proper accounts, receive fees, grants, and donations, and ensure transparent financial controls.

11.2 Annual Budget & Approval. Board approves annual budget and financial policies.

11.3 Audit. Annual independent audit by qualified auditors and publication of an annual report and financial statements consistent with legal requirements.

11.4 Reserves & Investment Policy. The Board will adopt policies on reserves and ethical investments.

11.5 Insurance. The Organization will maintain adequate directors’ & officers’ liability, professional indemnity, and general insurance cover as appropriate.

Article XII — Transparency & Reporting

12.1 Annual Report. The Organization shall publish an annual report including governance, number of certified neutrals, financial statements, major activities, and material changes.

12.2 Registry Publication. The Registry lists Certified Neutrals and sector benches in accordance with privacy and consent. Sensitive personal data shall not be published without consent.

12.3 Data Protection. The Organization shall implement data protection policies consistent with applicable law (e.g., GDPR standards for personal data of EU citizens).

Article XIII — Conflicts of Interest & Independence

13.1 Disclosure. Directors, ICB members, staff, and certificants must disclose all real or perceived conflicts.

13.2 Recusal & Restrictions. Individuals with conflicts must recuse themselves from related decisions.

13.3 Independence Protections. Certification decisions must be insulated from commercial influence; advertising or payment by third parties cannot affect certification outcomes.

Article XIV — Committees, Panels & Working Groups

14.1 Establishment. The Board may establish committees (finance, audit, accreditation, governance), sectoral panels and working groups for technical guidance.

14.2 Mandates. Each committee will have written terms of reference, reporting lines and membership rules.

Article XV — Contracts, Signing Authority & Legal Matters

15.1 Signing Authority. The Board shall designate persons authorized to execute contracts and legally bind the Organization (typically two signatories: Executive Director plus Chair or Treasurer).

15.2 Legal Counsel. The Organization will retain independent legal counsel for governance, intellectual property, and jurisdictional matters.

Article XVI — Amendments to Bylaws

16.1 Power to Amend. These Bylaws may be amended by a qualified majority of the Board and, where legally required, by a vote of Members at an AGM. Notice of proposed amendments shall be circulated 30 days before the vote.

16.2 Transitional Provisions. Amendments shall include transitional rules for existing certificants and governance roles.

Article XVII — Dissolution

17.1 Dissolution. On dissolution, assets shall be distributed to one or more not-for-profit entities with similar purposes, in accordance with law and the Organization’s Articles.

Article XVIII — Dispute Resolution & Governing Law

18.1 Internal Disputes. Internal governance disputes shall be resolved by Board mediation/arbitration procedures before resort to external courts.

18.2 Governing Law. These Bylaws shall be governed by the laws of the country of incorporation (to be specified in the Articles).

Article XIX — Miscellaneous Provisions

19.1 Severability. If any provision is invalid, the remainder remains in force.

19.2 Language. The official language is English; translations may be provided but the English version governs.

19.3 Publication. These Bylaws and all governance policies referenced shall be made available on the Organization’s website.

Annex A — Certification Procedures (Summary)

A.1 Application dossier (CV, ID, references, declarations, sector evidence).
A.2 Administrative review (completeness & conflict checks).
A.3 Substantive review (scoring matrix aligned to published Standards).
A.4 Interview or peer panel review (if required).
A.5 Decision & notification (grant / conditional grant / decline).
A.6 Appeal mechanism (independent Appeals Panel).
A.7 Renewal & CPD (annual renewal, CPD credits, re-declaration of conflicts).

Annex B — Discipline & Appeals (Summary)

B.1 Complaint intake & confidentiality → B.2 Investigation → B.3 Show cause & response → B.4 Decision → B.5 Sanction → B.6 Appeal (independent panel).