Memorandum of Association. Articles of Association. Bylaws

Transcription

1 AUSTRALIAN INSTITUTE OF QUANTITY SURVEYORS ABN Memorandum of Association (Pages 1 to 6) Articles of Association (Pages 7 to 33) and Bylaws (Pages 21 to 30) Adopted by resolution 18 December (Further adopted by resolution on 27 September 1990, 13 May 1998, 25 October 2002 and 19 April 2013.) Reprinted September 1990 Reprinted June 1998 Reprinted November 2002 Reprinted July 2005 Reprinted August 2007 Reprinted September 2011 Reprinted May 2013 Reprinted April 2013 Page 1

2 MEMORANDUM OF ASSOCIATION 1. The name of the Company is THE AUSTRALIAN INSTITUTE OF QUANTITY SURVEYORS. 2. The provisions of the third Schedule to the Companies Ordinance 1962 shall not apply to the Company and the powers of paragraph 3 shall be read and construed without reference to the provisions of that Schedule. 3. The objects for which the Company is established are: a) The advancement of quantity surveying, the unity of quantity surveyors on an Australia-wide basis, by education and research and continuing professional development improve and elevate the technical knowledge of persons engaged in or about to engage in the profession of quantity surveying, and to secure uniformity in education standards and methodology by quantity surveyors throughout Australia. b) The examination of applicants for membership, the issue and granting of Diplomas and Certificates of qualification and membership. c) To represent generally the views of the profession of quantity surveying to preserve and maintain its integrity and status and to suppress dishonourable and unprofessional conduct or practices. d) To afford means of adjusting professional differences and to decide all questions of ethics usage or courtesy in connection with the profession. e) To promote good feeling and friendly relationships amongst the members and to assist necessitous members and the relatives of deceased members and to act as members of any fund or funds for the purpose and to make payment out of the income of the Institute from time to time to such fund of funds. f) To watch over, protect and promote the interests of the profession generally and conduct research for the development of industry. g) To increase the interest and confidence of the public in the profession. h) To acquire form and maintain libraries and premises for the use of members. i) To encourage and reward the study of quantity surveying and to grant awards, prizes and donations. j) To purchase, take on lease, or in exchange rent, hire or otherwise acquire and hold any real or personal property. k) For any of the purposes of the Institute: i) Subject to any Act or Acts of the Commonwealth or a State affecting the same, to acquire by purchase, lease, gift or otherwise any lands or premises and to construct alter or maintain any buildings; ii) iii) iv) To accept gifts of moneys, literature, publications, books or the like; To publish articles and literary works; To publish forms for the use of quantity surveyors and to copyright the same; v) To affiliate with similar or kindred bodies outside Australia; vi) To encourage settlement of disputes by Arbitration and to act as or to nominate Arbitrators and Umpires on such terms and in such cases as may be deemed expedient. Page 2

3 l) Subject to the provisions of the Companies Ordinance or Ordinances or any other Act or Acts of any State or Territory of the Commonwealth of Australia affecting the same to invest the moneys and funds of the Institute in any one or more of the investments following: i) Upon mortgage of freehold property in any part of the Commonwealth of Australia. ii) In the purchase of public or Government securities of the Commonwealth of Australia or of any of the States thereof. iii) In the purchase of real estate of freeholder leasehold tenure. iv) On deposit with any bank or public company carrying on business in the Commonwealth of Australia. v) In the purchase of bonds, debentures, mortgages or other securities of any city municipality, shire or other public body, corporation or company secured upon any undertaking or works or upon rates, tolls, dues or revenues leviable or obtainable thereout. vi) In or upon the stock or shares of any public company (other than a mining company) which the Council of the Institute may from time to time deem suitable With power to vary any such investments from time to time for any other or others of the kind described and to sell any real property so purchased for money or for valuable consideration and purchase other or others or otherwise invest the proceeds of the sale. m) To sell improve, lease, mortgage, dispose of or otherwise deal with all or any part of the property of the Institute as may from time to time be determined by the Institute. n) To borrow or raise money in such manner as the Institute may think fit and in particular by mortgages or debentures (terminable or perpetual) or other securities of the Institute with power if need be to vary such mortgages, debentures or other securities of the Institute both present and future and to pay interest upon any borrowed money at such rates and form such date or dates as the Institute may think proper or reasonable. o) To bring before and confer with government, municipal, local and other authorities and public bodies and associations and the officials thereof in all parts of the Commonwealth of Australia and elsewhere upon all matters affecting quantity surveying. p) To originate and promote improvements in the law and to support or oppose alterations therein and to effect improvements in administration in matters connected with quantity surveying and for those purposes to take such steps and proceedings as may be deemed expedient or conducive to the attainment of such purposes. q) If thought fit to apply for and obtain any Act or Acts of the Commonwealth of Australia or any State therein. r) To collect and circulate statistics and other information relating to quantity surveying to print, publish, issue and circulate and assist and support the publication issue and circulation of such newspapers, periodicals, books, papers, circulars and other literary productions and to provide for lectures, exhibitions and demonstrations relating to quantity surveying and to adopt such other means of publicity as may seem expedient for promoting the objects of the Institute. s) To hold or promote competitions of any description authorised by law which may be calculated to assist the objects of the Institute or to advertise or promote the sale, distribution or circulation of any publication issued or sold by it or in which it is interested. Page 3

4 t) To appoint any person or persons to accept and hold in trust for the Institute any property belonging to the Institute or in which it is interested and to execute and do all such deeds instruments, acts and things as may be requisite to vest the same in such person or persons. u) To indemnity any member of the Institute in respect of any action take or to be taken or any liability incurred by such member in any matter which the Institute may consider would further the objects and policy of the Institute. v) To enter into any contracts or arrangements with any other Institute or Institutes and/or kindred bodies whether at present existing or not and whether operating within the Commonwealth of Australia or outside thereof for the purpose of furthering directly or indirectly the attainment of any of the objects of the Institute. w) In furtherance of the objects of the Institute delegate to any other Institute and/or kindred bodies such powers and authorities as may be deemed expedient from time to time and to cancel, vary or alter any such powers and authorities from time to time. x) To do all such things as are incidental or conducive to the attainment of the above objects. y) To exercise all or any of the above powers in any part of the Commonwealth of Australia or elsewhere and to register in compliance with any Act for the time being in force in such place or places. 4. The income and property of the Institute whencesoever derived shall be applied solely towards the promotion of the objects of the Institute as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Institute or to any of them or to any person claiming through any of them. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Institute or to any members thereof or other person in return for any services actually rendered to the Institute or the repayment of money advanced by any member to or for the purpose of the Institute or the payment of interest thereon at a rate of interest not exceeding the rate from the time being charged by banks in the Australian Capital Territory on overdrawn accounts but so that no member of the Council or of the Executive or Governing Body of the Institute shall be appointed to any salaried office of the Institute or any office of the Institute paid by fees and that no remuneration or other benefit in money or money s worth shall be given by the Institute to any member of such Council or Executive or Governing Body except repayment of out of pocket expenses and interest at the rate aforementioned on money lent provided that the provision last aforesaid shall not apply to any payment to any railway, gas, electric light, water or telephone company of which a member of the Council or of the Executive or Governing Body may be a member of any other company in which such member shall not hold more than one hundredth part of the capital and such members shall not be bound to account for any share of profits they may receive in respect of such payment. Nothing in this present clause contained shall prevent the gratuitous distribution among or sale at a discount to subscribers to the funds of the Institute of any newspapers, books or other publications whether published by the Institute or not. 5. If the Institute acts in contravention of the fourth paragraph of this Memorandum the liability of every member of the Institute who has received any such divided bonus or other profit as aforesaid to repay such dividend bonus or other profit at the suit of the Institute shall remain. 6. The liability of the members is limited. Every member of the Institute undertakes to contribute to the Institute in the event of the same being wound up during the time that Page 4

5 they is a member or within one year afterwards for payment of the debts and liabilities of the Institute contracted before the time at which he ceases to be a member and of the costs charges and expenses of winding up the same and for the adjustment of the right of the contributories amongst themselves such amount as may be required not exceeding ten dollars and in addition such other amounts as shall be recoverable from them under the preceding clause. 7. If upon winding up or dissolution of the Institute there remains after the satisfaction of all its debts and liabilities any money or property whatsoever the same shall not be paid to or distributed among the members of the Institute but shall be given or transferred to some other association, institution or institutions having objects similar to the objects of this Institute and which prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Institute under of by virtue of Clause 4 hereof such association, institution or institutions to be determined by the members of the Institute at or before the time of dissolution and in default thereof by the Judge of the Supreme Court of The Australian Capital Territory or such other judge of that Court as may have or acquire jurisdiction in the matter and if so far as effect cannot be given to the aforesaid provision then to some charitable object. 8. No addition, alteration or amendment shall be made to or in the regulations contained in this Memorandum of Association for the time being in force unless approved by the Attorney-General, a Minister of State acting for and on behalf of the Attorney-General, or an Officer of the Commonwealth authorised by the Attorney-General, and no amendment to the Articles of Association shall take effect unless approved by the Register of Companies. 9. The fourth and eighth paragraphs of this Memorandum contain conditions on which the Licence is granted by the Attorney-General of the Commonwealth of Australia in pursuance and under the provisions of Section 24 of the Companies Ordinance True accounts shall be kept of the sums of money received and expended by the Institute and the matter in respect of which such receipt and expenditure takes place and of the property credits and liabilities of the Institute and subject to any reasonable restriction as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Institute for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the Institute shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors. 11. The name and addresses and occupations of the subscribers are as follows: John Silversmith 9 Alvona Avenue ST IVES Gerald Wolff 322 Mona Vale Road ST IVES Magnus S Donald 68 Lady Davidson Crescent FORESTVILLE Albert M Morgan 258 Belmore Road RIVERWOOD Lindsay J Lynch 4 Cogan Place LANE COVE 12. We the several persons whose signatures are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association. Page 5

6 Signature of Subscribers J Silversmith G Wolff Magnus S Donald A Morgan L J Lynch Witness to Signature T J Lesmond 12 Delaware Street EPPING T J Lesmond B J Hazlewood 49 Brennan Street YAGOONA B J Hazlewood B J Hazlewood DATED the Eighteenth day of December 1970 Page 6

7 ARTICLES OF ASSOCIATION (Adopted by Resolution 13 May 1998 and 25 October, 2002 and 19 April 2013) DEFINITIONS 1. In these Articles: Annual Session of Council means a Council Meeting or series of Council Meetings held from day to day at or about the time of the Annual General Meeting of the Institute. Books includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any documents. Chapter means the body of members in any particular territory. Member used in the context of Corporate Membership shall mean a Member in the Corporate grade. Member(s) and Institute Member(s) when used in general terms shall mean the general membership covering all grades unless construed otherwise. Month means calendar month. President includes a Vice President. includes, but is not limited to, the designations: - Building or Construction: Economist, Cost Consultant, Cost Manager or Arbitrator - Cost or Budget: Consultant, Controller, Engineer,Value Manager or Planner - Estimator - Project Manager or Planner and similar callings dealing with any aspects of construction costs and planning and means a person qualified under conditions laid down by the Institute from time to time and includes any teacher, lecturer, professor or student involved in such callings. Register shall have the same meaning as books. Secretary means any person appointed to perform the duties of a secretary of the Institute and includes an Honorary Secretary. Territory means any State of the Commonwealth of Australia or any other area constituted a territory by resolution of the Council from time to time. The Act means the Companies Act The Council means the Councillors of the Institute elected or appointed pursuant to these Articles. The Institute means the company registered as THE AUSTRALIAN INSTITUTE OF QUANTITY SURVEYORS. The Office means the registered office for the time being of the Institute. Year means calendar year. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form. Words or expressions contained in these articles shall be interpreted in accordance with the provisions of the Act. Headings are included for ease of reference only and do not form part of the Articles. 2. The Institute is established for the purposes set out in the Memorandum of Association. Page 7

8 MEMBERSHIP 3. The subscribers to the Memorandum of Association and such other persons as the Council shall admit to membership in accordance with these articles shall be members. FOUNDATION MEMBERS 4. The foundation members of the Institute shall consist of the signatories to the Memorandum of Association together with such persons who on the Thirty-first day of December in the year 1970 were members of the Australian Institute of s Limited and the Institute of s of Australia (or the Amalgamating Institutes) and have agreed to become members of the Institute all of whom shall be admitted ad eundem gradum provided that where no corresponding class of membership of the Institute is available to any of the aforesaid persons they shall be admitted to membership in such class as shall be nominated by the Institute of which they were a member. Non-corporate members of the aforesaid Institutes may elect to continue to corporate membership under the conditions existing in their respective Institutes at the time they were admitted to membership of the Institute. CLASSIFICATION OF MEMBERS 5. There shall be corporate members and non-corporate members Corporate Members shall comprise: Life Fellows Fellows Members Associates 5.2. Non Corporate Members shall comprise: Affiliates Technicians Probationers Students Honorary members of all grades Retired members of all grades ADMISSION TO MEMBERSHIP 6. The general conditions of admission to and membership of the Institute shall be: 6.1. Corporate Membership of the Institute is open to any person who is or has been actively engaged in any branch of the profession of Quantity Surveying, however called, and whose attainments and qualifications are recognised by Council as falling within those prescribed by the Institute Non-corporate Membership of the Institute is available to any person who is actively engaged in any branch of the profession of Quantity Surveying, however called, and is a person undergoing a course of training or study to fit them for the profession of Quantity Surveying. OR is a person not qualified for Corporate Membership but meeting the requirements prescribed by the Institute and whose admission will further the aims of the Institute and who is deemed worthy of admission. 7. Every applicant for membership of the Institute (other than the subscribers to the Memorandum of Association and foundation members referred to in Article 4) shall be proposed by at least one member of the Institute or recognised institute. The application for membership shall be made in writing, signed by the applicant and their proposer/s and shall be in such form as the Council from time to time prescribes including payment of application fee. Such applications shall be considered by the Council which shall thereupon determine upon the admission or rejection of the applicant. Page 8

9 UNSUCCESSFUL APPLICATIONS 8. Following the rejection of an application the candidate concerned shall be notified, together with the reasons for rejection. Unsuccessful candidates shall have the right of appeal to a committee established by Council for the purpose which will contain none of the persons on any previous assessment committee or panel. Parties to an appeal shall be responsible for any and all of their own costs involved in the appeal. SUCCESSFUL APPLICANTS 9. When an applicant has been accepted for membership the Secretary shall forthwith send to the applicant written notice of their acceptance and a request for payment of their prorated annual subscription. Upon payment of their prorated annual subscription the applicant shall become a member of the Institute, provided nevertheless that if such payment be not made within two calendar months after the date of the notice, the Council may in its discretion cancel its acceptance of the applicant for membership of the Institute. 10. The application fee and annual subscription payable by members of the Institute shall be such as the Council shall from time to time prescribe, provided that the Institute in general meeting may alter all or any of such amounts determined by Council. REGISTER OF MEMBERS 11. A register of members shall be kept by the Secretary of the Institute which will contain such particulars as are required by the Act, and as the Council may from time to time prescribe. Every Member shall furnish the Council with all the required information to enable it to complete a record of their qualifications. No name or designation shall be entered in the register nor shall any name be removed from the register save as provided for in these Articles. CESSATION OF MEMBERSHIP 12. If the subscription of a member shall remain unpaid for a period of two calendar months after it becomes due then the member may after notice of the default shall have been sent to them by the Secretary shall be deemed to have resigned their membership and shall be debarred from all privileges of membership. 13. A member may at any time by giving notice in writing to the Secretary resign their membership of the Institute but shall continue liable for any annual subscription and all arrears due and unpaid at the date of their resignation and for all other moneys due by them to the Institute and in addition for any sum not exceeding ten (10) dollars for which they are liable as a member of the Institute under clause 6 of the memorandum of association of the Institute. REINSTATEMENT 14. Corporate and non-corporate members whose membership is terminated for any reason may be reinstated and in such class of membership as Council may determine. Any person who has ceased to be a member for more than five years may be required to pass an examination test or assessment as directed by Council provided that the Council may, upon receipt of all arrears, reinstate in their membership any such member. 15. In the event that the applicant is not prepared to accept the determination of Council they shall have the right of appeal to a committee established by Council for the purpose which will contain none of the persons on any previous assessment committee or panel. Parties to an appeal shall be responsible for any and all of their own costs involved in the appeal. Page 9

10 CREDENTIALS OF MEMBERS STATUTORY LIMITATIONS 16. In any state or country where there is in force a Statute restricting the use of designation to persons duly registered as such under such Statute, none but persons so registered as s shall be eligible to become corporate members or if already corporate members shall be entitled to remain such members of the Institute. EXAMINATIONS 17. Examinations under these Articles which the Institute may from time to time think fit to establish shall be held at such times and places within the Commonwealth of Australia or elsewhere and in such manner as the Council may from time to time determine. The Council may determine the fees to be paid by candidates in respect of all examinations which the Institute may hold under the authority of these Articles or which the Institute may hereafter be empowered or required by Statute to hold and such other examinations as the Institute may from time to time think fit to conduct. DIPLOMAS, CERTIFICATES 18. The Institute shall have power to grant such diplomas or Certificates in connection with examinations or otherwise in such manner as the Council of the Institute may from time to time prescribe. Provided that every diploma or certificate on the face of it shall show that it is merely a certificate granted on an examination by the Institute or upon other qualifications prescribed by the Articles of Association for the time being in force and that it does not take effect under any statutory or public power. DIPLOMAS OF MEMBERSHIP 19. Every Corporate Member and such other members as the Institute shall determine shall be entitled to obtain a diploma of membership, subject to such conditions and on payment of such subscriptions or other sums as the Council may from time to time prescribe, but all diplomas issued shall be the property of the Institute and any such person ceasing to be a member shall deliver back to the council their diploma of membership. LETTERS 20. Every corporate member and such other members as the Council shall determine may use after their names such initials as shall be determined. 21. No other classes are to use any initials. 22. A member practising with any person not a corporate member of the Institute shall not use after the title of the firm any abbreviated forms or initials or describe the firm as members of the Institute but the member themself may use the initials to which they are entitled. COMPOSITION OF COUNCIL CONSTITUTION OF INSTITUTE COUNCIL 23. The Council of the Institute shall consist of two Councillors representing each Chapter elected by ballot of such Chapter. ELECTION OF COUNCILLORS 24. The election of Councillors shall take place in the following manner: a) Any two corporate members of the Institute shall be at liberty to nominate any other corporate member to serve as a Councillor. b) The nomination which shall be in writing and signed by the member and their proposer and seconder shall be lodged with the Secretary at least fourteen days before the annual general meeting at which the election is to take place. Page 10

11 c) Balloting lists shall be prepared (if necessary) containing the names of the candidates only in alphabetical order, and each corporate member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies. d) In case there shall not be sufficient number of candidates nominated the Council of the Institute may fill up the remaining vacancy or vacancies. Any person so appointed shall hold office only until the next following Annual Session of Council. TERM OF OFFICE 25. Each Councillor may hold office from the commencement of the first Annual Session of Council held after their election to the commencement of the third annual session of Council held after their election but at least one Councillor representing each Chapter shall retire in each year as determined by the Chapter and shall be eligible for re-election. CASUAL VACANCIES 26. In the event of a vacancy in the Council occurring through the death or resignation of a member or from any other cause a by-election shall be conducted within the Chapter concerned and such by-election shall be regulated mutatis mutandis by the regulations in force for the time being in respect of election of Councillors. Provided that if the vacancy shall occur or exist at such time prior to a Council Meeting that an election cannot be held in accordance with such regulations the President of the Institute shall have power to nominate a Councillor who shall be a member of the Chapter concerned. Any person so appointed shall hold office only until the next following annual session of Council. REMOVAL OF COUNCILLOR 27. The Institute may by ordinary resolution of which special notice pursuant to Section 249 of the Act, has been given, remove any office bearer or other Councillor before the expiration of their period of office, and may by an ordinary resolution appoint another person in their stead; the person so appointed shall hold office only until the next following Annual session of Council. 28. The office of a Councillor shall become vacant if the Councillor: a) becomes bankrupt or makes any arrangement or composition with their creditors generally; b) becomes prohibited from being a director of a company by reason of any order made under the Act; c) ceases to be a Councillor by operation of Section 226 of the Act; ( Age of Directors ); d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; e) resigns their office by notice in writing to the Institute; f) for more than six months is absent without permission of the Council from meetings of the Council held during that period; g) holds any office or profit under the Institute; h) ceases to be a member of the Institute; or i) is directly or indirectly interested within the meaning of Section 228 of the Act (disclosure of interest in contracts, property) in any contract or proposed contract with the Institute. Provided always that nothing in this sub-article shall affect the operation of clause 3 of the Memorandum of Association of the Institute. ELECTION OF OFFICE BEARERS 29. The Councillors during the course of the Annual session of the Council and prior to the Annual General Meeting of that session shall elect from their number a President and any number of Vice Presidents one of whom shall be designated President Elect each of whom shall hold office from such time in the said Annual session of Council to such time in the next ensuing Annual session of Council as the Council may determine and such period shall for the purposes of this Article be deemed a year. Page 11

12 30. In the event of the incapacitation of the President the President Elect shall possess all the powers of the President and shall act as such during the period of such incapacitation and in the event of the death or resignation of the President the President Elect (notwithstanding anything contained in this Article) shall become the President for the term of unexpired Presidency. A member who has held the office of President or President Elect shall be eligible for election for a second term but thereafter they shall not be again eligible for election to such office until a period of three years has elapsed form the time of their relinquishing office. 31. The assumption by a Vice President of the office of President in accordance with this Article shall not be deemed to be an election of such Vice President to the office of President. APPOINTMENT OF OFFICERS 32. The Council may appoint a Secretary and such other officers and/or acting officers whether honorary or otherwise as it may deem fit. SECRETARY 33. The Secretary shall in accordance with Section 236 of the Act, be appointed by the Council for such term, upon such conditions as it thinks fit, and any Secretary so appointed may be removed by it. Nothing herein shall prevent the Council from appointing a member of the Institute as Honorary Secretary and any member so appointed shall be subject to the provisions of clause 3 of the Memorandum of Association. Page 12

13 INSTITUTE COUNCIL MEETINGS FREQUENCY 34. A meeting of the Council shall be held at least once in every year and more than 15 months to elapse between meetings. VOTES BY PROXY 35. Votes may be given personally or by proxy and every proxy shall be appointed in writing under the hand of the appointer in the form or to the effect following: Page 13

14 EXERCISE OF AUTHORITIES 36. A meeting of the Council for the time being at which a quorum is present shall be competent to exercise all or any of the authorities powers and discretions by or under the Articles of Association for the time being vested in or exercisable by the Council generally. Page 14

15 OUT OF SESSION RESOLUTION 37. A resolution in writing (which may consist of several documents in like form each signed by one or more Councillors) signed by all members of the Council in Australia for the time being shall be as valid and effectual as if it had been passed at a meeting of the Council duly called and constituted PROVIDED that no resolution shall be so signed in relation to the professional or other misconduct of a member. POWERS AND DUTIES OF THE COUNCIL 38. The business of the Institute shall be managed by the Council who may pay all expenses incurred in promoting and registering the Institute and may exercise all such powers of the Institute as are not, by the Act or by these Articles, required to be exercised by the Institute in general meeting, subject, nevertheless, to any of these articles, the provisions of the Act and such directions not being inconsistent with the aforesaid Articles or provisions, as may be prescribed by the Institute in general meeting; provided that any direction, rule, or by-law of the company issued or made by the Council may be disallowed by the Institute in general meeting; and provided further that no resolution passed by the Institute in general meeting shall invalidate any prior act of the Council which would have been valid if that resolution had not been passed. 39. The Council may exercise all the powers of the Institute to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Institute. 40. For the purposes of clause 3 of the Memorandum of Association the rate of interest payable in respect of money lent by members to the Institute shall not exceed the rate paid for the time being by the Institute s bankers in respect of term deposits. 41. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Institute shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two Councillors or in such other manner as the Council from time to time determines. 42. The Council shall cause minutes to be made - a) of all appointments of officers and servants; b) of the names of the Councillors present at all meetings of the Institute and of the Council and c) of all proceedings at all meetings of the Institute and of the Council. Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting. PROCEEDINGS OF THE COUNCIL 43. The Council may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Councillor may at any time and a Secretary shall, on the requisition of a Councillor convene a meeting of the Council. 44. Subject to these Articles questions arising at any meeting of the Council shall be decided by a majority of votes and a determination by a majority of the Councillors present shall for all purposes be deemed a determination of the Councillors. In case of an equality of votes the chairman of the meeting shall have a second casting vote. Page 15

16 QUORUM 45. The quorum necessary for the transaction of the business of the Council shall be a majority of the total number of Councillors as provided in Article 20 or such greater number as may be fixed by the Councillors providing that there shall be at least one Councillor representing each Chapter and if at any meeting of the Council a Chapter shall be represented by only one Councillor such Councillor shall at that meeting have two votes. 46. The President shall preside as chairman at every meeting of the Council, or if there is no President, or if at any meeting they are not present within ten minutes after the time appointed for holding the meeting, or, if being present, they are unwilling to preside, the President Elect shall be chairman or if the President Elect is not present at the meeting, or, if being present, they are unwilling to preside, then the members may choose one of their number to be the chairman of the meeting. DELEGATION TO COMMITTEES 47. The Council may delegate any of its powers and or functions (not being duties imposed on the Council as the Councillors of the Institute by the Act or the general law) to one or more committees consisting of such member or members of the Institute as the Council thinks fit. Any committee so formed shall conform to any directions that may be given by the Council and subject thereto shall have power to co-opt any member or members of the Institute and all members of such committees shall have one vote. ADVISORY COMMITTEES 48. The Council may appoint one or more advisory committees consisting of such members of the Council and such other member or members of the Institute as the Council thinks fit. Such advisory committees shall act in an advisory capacity only. They shall conform to any directions that may be given by the Council and subject thereto shall have power to co-opt any other member or members of the Institute and all members of such advisory committees shall have one vote. COMMITTEE PROCEDURE 49. Every committee or advisory committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote. 50. The Council may establish one or more learned societies or interest groups as Institute Colleges. Such Colleges will have a management committee (appointed by Council for the first year and subsequently elected by the College members). Colleges will be responsible to the Council and act under the same authority and procedures as Committees appointed by Council. VALIDITY OF ACTS 51. All acts done by any meeting of the Council or of a committee or by any Councillor shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Council committee or Councillor, or that the Councillors or any of them were disqualified, be as valid as if every such person had been appointed and was qualified to be a Councillor or committee member. FORMAL INSTRUMENT 52. The Council shall provide for the safe custody of the formal instrument which shall only be used by the authority of the Council or of a committee of the Council authorised by the Councillors in that behalf, and every instrument to which the formal instrument is affixed shall be signed by a Councillor and shall be countersigned by the Secretary or by a second Councillor or by some other person appointed by the Council for that purpose. Page 16

17 ACCOUNTS 53. The Council shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditors report thereon as required by the Act provided, however that the Council shall cause to be made out and laid before each annual general meeting a balance sheet and profit and loss account made up to a date not more than five months before the date of the meeting. 54. The Council shall from time to time determine in accordance with clause 10 of the Memorandum of Association at what times and places and under what conditions or directions the accounting and other records of the Institute shall be open to the inspection of members. AUDIT 55. A properly qualified Auditor or Auditors shall be appointed and their duties regulated in accordance with the Act. GENERAL MEETINGS OF THE INSTITUTE FREQUENCY OF ANNUAL GENERAL MEETING 56. The Annual General Meeting shall be held at such time and place in each year as may be prescribed by the Council. 57. The business of the Annual General Meeting shall be to appoint an auditor (who shall be a registered company auditor) to fill any vacancy and unless the same shall have been received at a preceding General Meeting in the same year to receive the accounts of the past year with the Auditor s Certificate and Report and also the Report of the Council on the past year s transactions and accounts, and any other business which under the articles ought to be transacted at an Annual General Meeting and any business which is brought under consideration by the report of the Council. SPECIAL GENERAL MEETING 58. The Council shall on the requisition of not less than three Council members or on the requisition of members of the Institute representing not less than ten per cent of the total voting rights of all members having at the date of the deposit a right to vote forthwith proceed duly to convene a Special General Meeting. 59. The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the Institute and may consist of several documents in like form each signed by one or more requisitionists. If the Council does not within twenty one days from the date of the deposit of the requisition proceed duly to convene a meeting the requisitionists or any of them representing more than fifty per cent of the total voting rights of all of them may themselves convene a meeting but any meeting so convened shall not be held after the expiration of three months from the date of the deposit. 60. A meeting convened under this Article by the requisitionists shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Council. 61. Any reasonable expenses incurred by the requisitionists by reason of failure of the Council duly to convene a meeting shall be repaid to the requisitionists by the Institute and any sum so repaid shall be recoverable by the Institute from such of the Councillors as were in fault. BUSINESS AT SPECIAL GENERAL MEETINGS 62. All business shall be deemed to be special that is transacted at a Special General Meeting and no business shall be entered upon by any Special General Meeting except such as is set forth in the notice convening the same. Page 17

18 ORDINARY GENERAL MEETINGS 63. All General Meetings other than Annual and Special General Meetings shall be deemed to be Ordinary General Meetings. 64. At an Ordinary General Meeting no question involving a vote of members of the Institute shall be brought forward unless notice thereof in writing has been given in which case such notice setting forth the nature of the question shall be printed in the notice paper convening the meeting at which such question is to be put. NOTICE OF MEETING 65. Not less than thirty calendar days notice of an Annual, Ordinary or Special General Meeting shall be given to the members. Notice of any General Meeting shall specify the day, hour and place of such meeting and the nature of the business to be brought forward. The accidental omission to give the required notice to any member shall not invalidate the proceedings at any General Meeting. QUORUM 66. At all General meetings twenty corporate members or ten per cent of the corporate members, whichever is the lesser, shall form a quorum. No business shall be transacted at any General Meeting unless a quorum of members be present at the time when the meeting commences business. LACK OF QUORUM 67. If within half an hour from the time appointed for the meeting a quorum be not present the meeting if convened by or upon the requisition of corporate members shall be dissolved. In any other case it shall stand adjourned to the next day at the same time and place or as the corporate members present shall determine and at such postponed meeting the business shall be transacted by the corporate members present (being not less than three) shall be deemed to be a quorum. CHAIRMAN 68. The President of the Institute or failing them the President-Elect shall preside as Chairman at every General Meeting of the Institute. If within fifteen minutes after the time appointed for holding any such meeting neither the President nor President-Elect be present and willing to act the corporate members present shall choose one of the corporate members of the Council present to be Chairman or if no corporate member of Council be present and willing to act the corporate members of the Institute present shall choose one of their number to be Chairman. No business shall be discussed or transacted at any General Meeting whilst the Chair is vacant except the election of a Chairman. ADJOURNMENT 69. The Chairman of a General Meeting may with the consent of the meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. VOTING 70. At any General Meeting every question shall be decided in the first instance by a show of hands unless a poll be demanded in manner hereinafter provided; and a declaration by the Chairman that a resolution has been carried or has not been carried by a particular majority and a record in the minutes of the Institute shall be conclusive evidence of the fact without proof of the number of votes recorded in favour of or against such resolution. Page 18

19 VOTING BY POLL 71. At any General Meeting a poll may be demanded before or upon the declaration of a show of hands by three corporate members present at the meeting and such poll shall be taken at such time and in such manner as the Chairman shall direct and the result of such poll shall be deemed to be the resolution of the Institute in such meeting. In case of an equality of votes either on a show of hands or at a poll the Chairman shall be entitled to a casting vote in addition to the vote to which they may be entitled as a member. VOTES BY PROXY 72. Votes may be given personally or by proxy and every proxy shall be appointed in writing under the hand of the appointer in the form or to the effect following. PROXY 73. No person shall act as proxy unless at the time of appointment they are a member qualified and entitled to be present and to vote as such and no proxy shall be treated as duly appointed or entitled to vote as such unless their appointment as a proxy be handed to the Chairman before the time of holding the meeting or adjourned meeting at which they propose to vote and such appointment shall be kept under the control of the Chairman but be at all times produced at the request of the giver or holder of the proxy. Unless at the time of voting they expresses a contrary intention a proxy shall be deemed to vote both on behalf of themself and on behalf of the member or members who appointed them as a proxy. Page 19

20 VISITORS 74. Every member with the previous consent of the President shall have the privilege of introducing visitors to be present while the public business of the Institute is being transacted. RESOLUTION 75. At General Meetings any resolution (other than a special resolution) adopted by a bare majority or by such majority as the Institute may from time to time prescribe of those members having the right to vote and voting at such meetings shall be deemed and is hereby declared to be a resolution of the Institute. MEMBERS ENTITLED TO VOTE 76. At General Meetings Corporate Members shall be entitled to be present and to take part in the discussions on any subject brought before the meetings and to vote thereon subject to the provisions of Article 12. MEMBERS NOT ENTITLED TO VOTE 77. At General Meetings Non-Corporate Members shall be entitled to be present and to take part in the discussions on any subject brought before the meetings but shall not be entitled to vote. Page 20

21 NOTICE 78. Any notice required by law or by or under these articles to be given to any member shall be given by sending it by post, or electronic mail, to them at their registered address, or to the address, if any, supplied by them for the giving of notices. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post. Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected by properly addressing an containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its sending. The word letter shall include a copy of the journal of the Institute in which is printed such notice. 79. Notice of every general meeting shall be given in any manner hereinbefore authorised to: a) every member except those members for whom the Institute has no registered address or other address or an address for the giving of notices to them; and b) the Auditor or Auditors for the time being of the Institute. 80. No other person shall be entitled to receive notices of general meetings. WINDING UP 81. The provisions of clause 7 of the Memorandum of Association relating to the winding up or dissolution of the Institution of the Institute shall have effect and be observed as if the same were repeated in these Articles. INDEMNITY 82. Every Councillor, Auditor, Secretary and other officer for the time being of the Institute shall be indemnified out of the assets of the Institute against any liability arising out of the execution of the duties of their office which is incurred by them in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application under the Act in which relief is granted to them by the Court pursuant to Section 535 of the Act in respect of any negligence default breach of duty or breach of trust. REGULATIONS AND BY-LAWS 83. The Institute subject to the limitations imposed by the Memorandum of Association and by these Articles may make regulations and by-laws for the proper control, administration and management of the Institute s operations, finances, affairs, interests, effects of property and may amend or repeal the said regulations and By-laws from time to time. ALTERATION AND REPEAL OF ARTICLES 84. These Articles may be altered or repealed or new Articles may be passed at any General Meeting of the Institute provided that notice of any such proposal shall be given to the members in a manner determined by the Council and provided that such proposal must be carried by a majority of seventy five per cent of the members present in person or by proxy who are entitled to vote. COMPLIANCE WITH MEMORANDUM AND ARTICLES OF ASSOCIATION BY LAWS REGULATIONS AND CODE OF PROFESSIONAL CONDUCT 85. Every member shall comply with the Memorandum and Articles of Association of the Institute and with By Laws, Regulations and Code of Professional Conduct from time to time established by the Institute. Page 21