A clause in the articles of association providing for the referral to a board of arbiters of honour (probiviri) of disputes arising between members and the association, save where that body is vested with the functions of a true arbitral tribunal, merely establishes an internal remedy designed to forestall the dispute and does not preclude members from having recourse to the courts.
For an arbitration clause providing for the referral of disputes between the association and a member to an arbitral tribunal composed of arbiters of honour appointed by the general meeting to be valid, the articles of association must provide from the outset and in general terms that the arbiters of honour be designated with the participation of all members, and not only of those present and voting at the general meeting, since only in this way can the guarantee of impartiality of those called upon to resolve the dispute between the entity and the member be achieved.
The failure to plead that arbitral proceedings had previously been commenced contributes to excluding the relevance of the clause relied upon for the purposes of referring the dispute to arbitrators.