ROYAL CHARTER. AND WHEREAS We having taken the said Petition unto Our Royal consideration are minded to accede thereto:

Transcription

1 ROYAL CHARTER ELIZABETH THE SECOND by the Grace of God of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith: TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING! WHEREAS UK and Ireland Ltd (herein after referred to as the Company ) was incorporated as a company limited by guarantee under the Companies Act 1948 in the year of our Lord One thousand nine hundred and eighty and has by a Humble Petition prayed that We might be graciously pleased to grant to it a Charter of Incorporation for the better advancement of the practice of internal auditing and the education of practioners therein: AND WHEREAS We having taken the said Petition unto Our Royal consideration are minded to accede thereto: NOW THEREFORE KNOW YE that by virtue of Our Prerogative Royal and of Our especial grace, certain knowledge and mere motion, to grant and declare, and by these Presents do for Us, Our Heirs and Successors, grant and declare as follows: 1. All present members of the Company and all other persons who may hereafter become members of the body corporate hereby constituted are hereby created and henceforth forever shall be one Body Politic and Corporate by the name of Chartered Institute of Internal Auditors (herein after referred to as the Institute ) and by the same name shall have perpetual succession and a Common Seal with power to alter, vary and break and make anew such Seal at their discretion, and by the same name shall and may sue and be sued in all Courts and in all manner of actions and proceedings, and shall have power to do all other matters and things incidental or appertaining to a Body Corporate. 2. In this Our Charter unless the context otherwise requires: (1) the Byelaws means the Byelaws set out in the Schedule to this Charter as amended from time to time as hereinafter provided; 1

2 (2) the Council means the Council of the Institute referred to below as from time to time constituted in accordance with the Byelaws; (3) Ordinary Resolution means a resolution of a General Meeting of the Institute which has been carried by a simple majority of such members of the Institute as, being entitled to vote, vote in person or by proxy at the meeting; (4) Special Resolution means a resolution of a General Meeting of the Institute which has been carried by a majority of not less than two thirds being entitled to vote, vote in person or by proxy at the meeting; (5) Voting Member refers to those Members entitled to vote, as defined by the Byelaws; (6) words importing the singular number only shall include the plural number, and vice versa; (7) words importing one gender only shall include all genders; (8) words importing persons shall include bodies corporate and unincorporated associations. 3. The objects for which the Institute is incorporated shall be to promote and develop the profession of Internal Auditing and to foster and maintain investigations and research into the best means and methods of developing and applying such a profession and to encourage, increase, disseminate and promote knowledge, education and training, standard setting and the exchange of information and ideas in respect of all questions relating thereto or connected therewith; 4. Without limiting its capacities at law as a chartered corporation, the Institute may exercise the following powers in pursuing its objects: (1) to print and publish literature, books, journals, newspapers, periodicals, educational books and courses; to hold and provide seminars, lectures and courses of education and provide other means of education; (2) to hold examinations and to award recognition of success to examinees achieving such standards as may from time to time be decided by the Institute; to organise competitions and similar events and to make awards for activities associated with Internal Auditing; (3) to act in association with any other company, association, institute, society, body or person in the pursuance of the objects of the Institute; 2

3 (4) to solicit and procure by any lawful means and to accept and receive any donation of property of any nature and any device, legacy or annuity, subscription, contribution or fund for the purpose of promoting the Institute's objects or any of them, and to apply to such purpose the capital as well as the income of any such legacy, donation or fund; (5) to undertake, accept, execute and administer, without remuneration, any charitable trusts; (6) to establish and support or aid in the establishment and support of any charitable association or institution, trust or fund, and to subscribe or guarantee money for any charitable purpose which the Institute shall consider calculated to promote its objects or any of them; (7) to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property or any estate or interest whatsoever, and any rights, privileges and easements over or in respect of any property which may be considered necessary or convenient for the purpose of the Institute; (8) to sell, manage, lease, mortgage, exchange, dispose of or otherwise deal with and turn to account all or any part of the property of the Institute as may be considered expedient with a view to the promotion of its objects or any of them; (9) to borrow and raise money in such manner as may be considered expedient, and to issue debentures, debenture stock and other securities, and for the purpose of securing any debt or other obligation of the Institute to mortgage or charge all or any part of the property of the Institute; (10) to invest and deal with the monies of the Institute not immediately required for its purposes in or upon such investments, securities or property as may be determined, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided; (11) to draw, accept, make, endorse, issue and negotiate bills of exchange, promissory notes and other negotiable instruments; (12) to take over all the assets, undertakings and obligations of the Company and for such purpose to enter into all such contracts (including contracts of indemnity) as may be necessary or desirable; (13) to do all such other lawful things as shall be incidental or conducive to the attainment of the foregoing objects or any of them; 3

4 (14) to do all or any of the things and matters aforesaid in any part of the World. 5. (1) The Institute shall consist of such members in such grades or categories as the Byelaws from time to time prescribe. The qualifications, manner and terms of admission, rights and privileges and obligations of each grade or category of membership and the terms under which members may be subject to disciplinary sanctions by the Institute shall be as the Byelaws shall prescribe. The Byelaws or Council may prescribe post-nominal designations by which members of certain grades or categories may be designated as belonging to the Institute. (2) The members of the existing Institute as at the date of this Our Charter shall continue in the same grades or categories in the Institute, subject to the provisions of this our Charter and the Byelaws. 6. (1) There shall be such officers of the Institute, with such functions, tenure and terms of office, as the Byelaws may from time to time prescribe. (2) The officers of the Company as at the date of this Our Charter shall continue in office for the terms for which they were elected, subject to the provisions of this Our Charter and Byelaws. 7. (1) The governance and control of the Institute shall be vested in the Council constituted in accordance with the Byelaws. The members of the Council shall have such tenure and the terms of office as the Byelaws may from time to time prescribe. The Council shall manage the affairs of the Institute in accordance with this Our Charter and the Byelaws and shall exercise such powers and do such acts and things as may be exercised or done by the Institute and are not by the provisions of this Our Charter or the Byelaws directed to be exercised or done by the Institute in General Meeting. (2) The members of the Council of the Company at the date of this Our Charter shall continue in office for the term for which they were elected, subject to the provisions of this Our Charter and Byelaws. 8. The Council may from time to time appoint such Patron or Patrons of the Institute as may accept the invitation of the Council to take such appointment. 4

5 9. The affairs of the Institute shall be managed in accordance with the Byelaws. The Voting Members of the Institute may, by Special Resolution, add to, amend or repeal the Byelaws for the time being, if that shall seem expedient for the furtherance of the objects of the Institute; but no Byelaws so made shall take effect until the same shall have been approved by the Lords of Our Most Honourable Privy Council (of which approval a certificate under the hand of the Clerk of Our said Privy Council shall be conclusive evidence). 10. Subject to terms of this Our Charter, the Byelaws may regulate any matter relating to the administration of the Institute and its affairs, and may direct that any matter which, pursuant to this Our Charter, might be prescribed or regulated in the Byelaws may be further prescribed or regulated by Regulations. No such further prescription or regulation shall be effective to any extent to which it is inconsistent with the provisions of this Our Charter or the Byelaws. 11. Regulations shall be of two kinds to be known as General Regulations and Council Regulations. General Regulations shall be made by Special Resolution in a General Meeting. Council Regulations shall be made by the Council. Regulations of either kind may be added to, amended or revoked in like manner to that in which they were respectively made. 12. The Institute may at any time amend, add to or revoke any of the provisions of this Our Charter by a Special Resolution at a General Meeting of the Institute and any such amendment, addition or revocation shall, when allowed by Us, Our Heirs, or Successors in Council, become effectual. 13. (1) The Members of the Institute may by a Special Resolution passed at a General Meeting specially summoned for the purpose determine to surrender this Our Charter subject to the sanction of Us, Our Heirs, or Successors in Council and upon such terms as We or They may consider fit, and wind up or otherwise deal with the affairs of the Institute in the manner directed by such General Meeting or in default of such directions as the Council thinks expedient having due regard to the liabilities of the Institute for the time being. (2) If the Institute is wound up or dissolved and after all its debts and liabilities have 5

6 been satisfied there remains any property whatsoever, the same shall be distributed among the Members of the Institute either in cash or in specie on a just and equitable basis taking into account the trading history of each Member of the Institute. 14. Lastly, We do hereby for Us, Our Heirs and Successors grant that these Our Letters or the enrolment thereof shall be in all things good, firm valid, sufficient and effectual in law notwithstanding any omission, imperfection, defect, matter, cause or thing whatsoever to the contrary thereof in these Our Letters contained and shall be taken construed and adjudged benevolently and in every case most favourably to the Institute and the promotion of the objects of this Our Charter. IN WITNESS whereofwe have caused these Our Letters to be made Patent. WITNESS Ourself at Westminster the day of in the year of Our Reign BY WARRANT UNDER THE QUEEN S SIGN MANUAL 6