ARTICLEll LEGALITY OF ACTIONS. DISPUTES 11. INTERPRETATION OF THE CHARTER AND LEGALITY OF ACTIONS AND INTERPRETATION OF THE CHARTER 11.1.1 RETOSA shall do everything necessary within its powers, suitable and proper for the carrying out of its objectives provided that nothing shall be inconsistent with the provisions of this Charter or with the relevant laws in force in the SADC Member States. 11.2 INTERPRETATION AND APPLICATION OF THE CHARTER 11.2.1 Matters regarding the interpretation and/or application of this Charter, its Annexures and any of its other subsidiary legal instruments, which are not resolved by negotiation and agreement shall, in the first instance, be referred to an ad hoc Committee composed of three (3) members appointed by the Board and shall include a legal expert. The decision of the ad hoc Committee shall be offered to the Board for its consideration and decision in terms of the provisions in this Charter. The Board shall submit recommendationsfor approval by a majority vote of the members present at a General Meeting convened for that purpose, or at which AGM Meeting the matter shall have been tabled for consideration. 11.3 DECLARATION AND RESOLUTION OF DISPUTES 11.3.1 Any dispute between parties as RETOSA members or as represented on REfOSA's Board or Secretariat, which cannot be resolved by due and timeous consultation and .agreement.of the Board, or of the AGM, shall be referred to an external arbitrator acceptablet.o all.disputing parties, whose decision shall be final and binding. The cost of such arbitration shall be borne equally by the disputing parties. 11.3.2 Notwithstand the provisions of Article 11 paragraphs (2.1) and (3.1) above, any matter regarding the interpretation and/or application of the provisions of this Charter, its annexures and any of its other subsidiary legal instruments, which is not resolved by negotiation or agreement shall be referred by the disputing parties, to any competent court of law or to the SADC Tribunal established under Article 16 of the Treaty. ARTICLE12 AMENDMENTS OF CHARTER AND BY-LAWS 12.1 This Charter, with the exclusion of its by-laws and Annexes shall be amended by agreement of not less than two thirds of voting members at a special Meeting convened for that purpose, provided: 12.1.1 All proposed amendments shall be submitted to the Board by RETOSA Secretariat in writing for consideration by the Board at one of its meetings. 12.1.2 Members of the Board shall be givewrittel!. n.otlce .by t.he S.eaetariat of any such proposed amendments in accordance with the provisions of Article8.8 in this Charter. 13