Contents. Royal Charter 1. Byelaws 7. Members Regulations 22. Council Regulations 33. Index 46

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1 THIS COPY OF THE EXISTING CHARTER, BYELAWS AND REGULATIONS IS MARKED UP TO SHOW WHAT HAS HAPPENED TO EACH OF THE CLAUSES IN THE DRAFT REVISION TO BE PUT TO MEMBERS AT THE AGM IN JUNE 2010 In the mark-up, the draft revised Byelaws are prefixed B (B20 means draft Byelaw 20); draft Regulations in the new single set are prefixed R (RIII,6 means new draft Regulation Part III, number 6). Passages in blue have not been carried forward or re-written in the new draft; they have where appropriate been captured in subordinate documents or explanation given as to why they are not required. Contents Royal Charter 1 Byelaws 7 Members Regulations 22 Council Regulations 33 Index 46

2 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 an humble Petition has been presented unto Us by the company incorporated in the year of our Lord One thousand nine hundred and nineteen under the Companies Acts 1908 to 1917 and now known as The Institute of Cost and Management Accountants (hereinafter called the Company ) praying for the grant of a Charter of Incorporation: AND WHEREAS We have taken the said Petition into Our Royal Consideration and are minded to accede thereto: NOW KNOW YE that We by virtue of Our Prerogative Royal and of Our especial grace, certain knowledge and mere motion have willed and ordained and by these Presents for Us, Our Heirs and Successors do will and ordain as follows: 1 The persons who are now the members of the Company and all such persons as shall hereafter pursuant to this Our Charter and the Byelaws become Members of the Body Corporate hereby constituted and their successors, shall forever hereafter be by virtue of these Presents one Body Corporate and Politic by the name of The Chartered Institute of Management Accountants, (hereinafter referred to as the Institute ) and by the same name shall have perpetual succession and a Common Seal, with power to break, alter and make anew the said Seal from time to time at their will and pleasure, and by the same name shall and may sue, and be sued in all Courts, and in all manner of actions and suits, and shall have power to do all other matters and things incidental or appertaining to a Body Corporate. 2 The objects of the Institute shall be: (a) to promote and develop the science of Management Accountancy and to foster and maintain investigations and research into the best means and methods of developing and applying such science and to encourage, increase, disseminate and promote knowledge, education and training and the exchange of information and ideas in respect of all questions relating thereto or connected therewith; (b) In the interests of Members and the public, to provide a professional organisation for Management Accountants and by means of examination and other methods of assessment to test the skill and knowledge of persons desiring to enter the profession. 3 (a) The income and property of the Institute, whencesoever derived, shall be 2

3 applied solely towards the promotion of its objects as set forth in this Our Charter as amended or added to in the manner hereinafter provided and no Member shall as such have any personal claim on any of the said income or property; (b) No part of the income or property of the Institute shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to its Members, provided that nothing herein contained shall prevent the payment in good faith of remuneration to any Member thereof, or to any other person in return for services rendered to the Institute, or the payment in good faith of expenses incurred by any such person in providing such services, or the payment of interest at a rate not exceeding one per cent above the Bank of England minimum lending rate for the time being in force on money borrowed from any Member or any payment becoming due under or by virtue of any indemnity given by the Institute to any officials or servants or to any Member in accordance with the Byelaws; (c) No payment of remuneration (other than reimbursement of out-of-pocket expenses) shall be made by the Institute to any member of the Council of the Institute (hereinafter referred to as the Council ) except as may be specifically permitted by the Byelaws. 4 In furtherance of its objects the Institute shall, subject to this Our Charter and the Byelaws, have the following powers: (a) to promote, conduct and support research into the science of Management Accountancy and to publish the results of such research; (b) to lay down standards of education, training and experience appropriate for practitioners in the science of Management Accountancy and to hold examinations and tests of knowledge and experience and to award certificates and diplomas to those who pass such examinations and tests and, in circumstances provided by the Byelaws or expressly 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), to authorise such persons to use such words or letters after their names to indicate the grant of any such diploma, certificate or award as the Institute shall think proper and to exercise such powers either alone or jointly with any other educational or professional bodies, provided that no certificate or other like award issued by or on the authority of the Institute shall contain any statement expressing or implying that it is granted by or under the authority of any Department of Our Government or other authority unless in fact it is so granted; (bb) To facilitate arbitration, conciliation or mediation of any kind between Members and their clients; (c) to provide and improve facilities for persons desirous of studying the science of Management Accountancy; (d) to formulate standards of professional conduct and competence for all those engaged in the profession of Management Accountancy, to frame and establish rules (by way of Byelaw, regulation, code, or guidelines of any kind) for observance in all matters pertaining to professional practice therein, to discipline Members and Registered Students who fail to comply with such 3

4 standards and rules, to co-operate with other bodies in the setting up of organisations for the purpose of dealing with cases of failure to comply with such standards and rules, to refer cases of alleged failure which are deemed by the Institute to require independent investigation and determination in the public interest to such organisations, and to consider recommendations from such organisations for review of the disciplinary and related provisions of the Institute; for the purpose of this article organisations shall include any form of body, whether corporate or not; (e) to hold conferences, meetings, seminars and discussions, and to promote the reading of learned papers; (f) to publish, produce and distribute and to assist in the publication, production and distribution of books, literature, pamphlets, films, posters, periodicals and journals; (g) to establish and maintain a library and collection of literature, films and other material; (h) to procure that, subject to the laws of the country concerned, the Institute be registered or recognised in any part of the World; (j) to institute and establish training courses, scholarships, grants, awards and prizes and to promote education; (k) to confer, consult, maintain contact and co-operate with any authorities, associations, societies, institutions or bodies of persons established or to be established in Our United Kingdom or elsewhere and to promote the science of Management Accountancy internationally; (l) to make arrangements for the carrying on of the work of the Institute and for such purpose to engage and provide in whole or in part for the salaries, pensions, superannuation and gratuities for officers, servants and employees of the Institute or the Company and their widows and dependants; (m) to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges in any part of the World necessary or convenient for the promotion of the objects of the Institute and to construct, maintain and alter any buildings or erections necessary, convenient or fitted for the work of the Institute; (n) to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Institute; (o) to administer the affairs and property of the Institute in all respects without any restrictions whatsoever and in the same manner as an individual may manage his own affairs and property and, in particular: (i) (ii) (iii) (iv) to take over and acquire all the property and assets of the Company and to assume the obligations of the Company and to do all such acts and things as may be incidental thereto, to demand and receive fees, subscriptions and other charges, to seek and accept donations and legacies, to borrow monies, whether on the security of any or all of the property 4

5 (v) (vi) of the Institute, or without security, to invest the funds of the Institute not immediately required for its purposes in such manner as may be prescribed by the Byelaws and to accept obligations and liabilities; (p) to undertake and execute any trusts which may be lawfully undertaken by the Institute and may further its objects; (q) to establish and support, or aid in the establishment and support of, any association or institution having objects similar to those of the Institute and to subscribe or guarantee money for purposes calculated to further its objects; (r) to give guarantees to Building Societies, Friendly Societies, Insurance Companies, Housing Associations, and any similar bodies whether in pursuance of continuing arrangements or not and generally to provide such assistance in connection with the housing of employees of the Institute as the Institute shall deem fit; (s) to enter into, and to give effect to, agreements or arrangements of any kind with other institutions (including the Company) whose objects are not repugnant to this Our Charter whereby: (i) (ii) activities shall be carried on in co-operation, any such institution shall be or become incorporated in, federated or affiliated to, associated with or recognised for any purpose by the Institute, or the Institute shall become affiliated, associated with or recognised for any purpose by, any such institution; Provided that no incorporation of the Institute in any other institution (except the Company) in the Institute be effected without the approval of the Lords of Our Most Privy Council (of which approval a Certificate under the hand of the Clerk of Our said Privy Council shall be conclusive evidence); (t) to bear and display the Armorial Bearings granted to the Company by Letters Patent dated the fifth day of October One thousand nine hundred and thirtytwo under the hand and Seal of Our Garter Clarenceux and Norroy Kings of Arms and duly recorded in Our College of Arms provided that the said Armorial Bearings, the bearing and use of which by the Institute is authorised by this Our Charter shall first be exemplified according to the laws of Arms and recorded in Our College of Arms in default of which the said authority shall be void and of no effect; (u) to do such other acts and things (including the promotion of a Bill or Bills in Parliament), whether incidental to the powers aforesaid or not, as may be requisite in order to further the objects of the Institute. 5 The Byelaws shall regulate the admission of Members of the Institute and the Period or periods of such membership and the terms and conditions subject to which such membership shall be held and such Byelaws shall apply as well to the first Members of the Institute as to those admitted hereafter and the Byelaws may prescribe such division of the membership into grades or classes as shall to the Institute seem proper and such divisions shall likewise be binding upon the first Members of the Institute as well as upon Members admitted hereafter. 6 There shall be a President and Deputy President and such number of Vice Presidents of the Institute as the Byelaws may prescribe. They and their 5

6 successors shall hold their respective offices for such terms and their successors shall be appointed in such manner, as shall from time to time be prescribed by or in accordance with the Byelaws. 7 There shall be such other officers of the Institute as the Byelaws may from time to time prescribe or authorise and they shall have such powers and duties and such periods of office and shall be appointed in such manner as may be prescribed by or in accordance with the Byelaws. 8 (a) There shall be a Council of the Institute in which shall be vested the government and control of the Institute and its affairs, subject to the provisions of this Our Charter and to the Byelaws and Regulations of the Institute. (b) The first members of the Council shall be the persons whose names are set forth in the First Schedule to this Our Charter and they shall continue in office for such period as shall be prescribed by or in accordance with the Byelaws. (This article is spent, the First Schedule having been deleted). (c) The successors to the first members of the Council shall be such number of Members of the Institute with such qualifications and shall be appointed in such manner and shall hold office for such period and on such terms generally as shall be prescribed by or in accordance with the Byelaws. (d) The business of the Council shall be conducted in such manner as shall be prescribed by or in accordance with the Byelaws. 9 (a) The Byelaws may, subject to the provisions of this Our Charter, govern such matters as the Institute may deem fit and meet with respect to or for the government of the Institute and the promotion of the objects of this Our Charter. (b) The Byelaws set out in the Second Schedule hereto shall be the first Byelaws of the Institute. 10 The Members of the Institute may, by Special Resolution in that behalf, make Byelaws adding to, amending or repealing the Byelaws for the time being in force; but no Byelaws so made shall have effect until 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). 11 The Byelaws 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; provided that any such further prescription or regulation shall not be repugnant to the provisions of this Our Charter or the Byelaws. Regulations may be added to, amended or repealed in like manner to that in which they were respectively made. 12 [The Royal Charter remains unchanged except for a redraft of this article 12 to permit a single set of Regulations and to reflect the increased importance of Subordinate Documents in the new structure] Regulations shall be made, amended or repealed by Special Resolution of the Members or by the Council as provided in the respective Byelaws which authorise the making thereof. Regulations which shall be made by Special Resolution shall be known as Members Regulations ; Regulations which shall be made by the Council shall be known as Council Regulations. Members Regulations may direct that any matter prescribed or regulated therein may be further prescribed or regulated by Council Regulations. 6

7 13 The Members may at any time amend or add to this Our Charter by a Special Resolution in that behalf and such amendment or addition shall when allowed by Us, Our Heirs or Successors in Council become effectual so that this Our Charter shall thenceforward continue and operate as amended or added to. This Article shall apply to this Our Charter as amended or added to in manner aforesaid. 14 The Members may by Special Resolution 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 such manner as shall be determined by such Special Resolution or in default of such direction as the Council shall think expedient having due regard to the liabilities of the Institute for the time being, and if, on the winding up or the dissolution of the Institute, there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the Members or any of them but shall, subject to any special trusts affecting the same, be given and transferred to some association or associations having objects similar to the objects of the Institute which shall prohibit the distribution of its or their income or property among its or their members to an extent at least as great as is imposed on the Institute by this Our Charter, such association or associations to be determined by the Council of the Institute at or before the time of dissolution. 15 For the purposes of this Our Charter a Special Resolution means a resolution passed at a General Meeting of the Members convened and held in accordance with the Byelaws and Regulations and passed by not less than two-thirds of the Members present and voting at the Meeting. 16 (a) In any case of conflict, then provisions of this Our Charter shall prevail over those of the Byelaws and Regulations, and the provisions of the Byelaws shall prevail over those of the Regulations. (b) Our Royal Will and Pleasure is that this Our Charter shall ever be construed benevolently and in every case most favourably to the Institute and the promotion of the objects of this Our Charter. IN WITNESS whereof We have caused these Our Letters to be made Patent. WITNESS Ourself at Westminster the eighteenth day of March in the twentyfourth year of Our Reign. BY WARRANT UNDER THE QUEEN S SIGN MANUAL 7

8 The First Schedule (omitted from this reprint) The First Members of the Council (omitted from this reprint) The Second Schedule Byelaws of the Institute DEFINITIONS 1 In the Byelaws and the Regulations except where the context otherwise requires: (a) the Charter means the Charter to which these Byelaws are annexed, as amended or added to from time to time, and all Supplemental Charters for the time being in force; [more clearly expressed in B1] (b) the Institute means The Chartered Institute of Management Accountants constituted by the Charter; [unnecessary; already defined in the Charter] (c) the Company means the Company limited by guarantee and incorporated on the 8th day of March 1919, and which now bears the name The Institute of Cost and Management Accountants ; [transitional; it was necessary in the original to refer to the company that was converted into a Chartered body] (d) the Profession means the profession of Management Accountancy; [the term is not used] (e) the Members means the corporate Members of the Institute and, for the purposes only of the disciplinary powers and procedures of the Institute, shall include any persons who have ceased to be Members on or after 14 June 2003; [(e), (f) and (g) here are replaced by a single definition of Member in draft B1. The term Corporate member is redundant and misleading since it implies that organisations can join] (f) the Fellows means the Fellows of the Institute; [see (e) above] (g) the Associates means the corporate Members of the Institute other than and excluding the Fellows; [see (e) above] (h) the Council means the Council of the Institute established pursuant to the Charter; [retained in B1, though shortened to remove redundant words] (j) Members Regulations has the same meaning as that attributed to it by the Charter, and the Members Regulations means all the Members Regulations for the time being in force; [(j) (k) and (l) are replaced in B1 by a single definition of Regulation] (k) Council Regulations has the same meaning as that attributed to it by the Charter, and the Council Regulations means all the Council Regulations for the time being in force; [see (j) above] (l) the Regulations means all the Members Regulations and all the Council Regulations for the time being in force; [see (j) above] 8

9 (m) month means calendar month; [unnecessary] (n) in writing and written includes printing lithography and other modes of representing or reproducing words in a visible form; [updated and extended in B1 to reflect modern practice regarding fax] (o) the Laws of the Institute means the Charter, the Byelaws, the Regulations and all codes, rules, guidelines, or other provisions made in accordance with the provisions of the Charter, the Byelaws and the Regulations; [re-worded in B1 so as to embed the generic term Subordinate Documents] (p) any reference to the making of a Byelaw, Regulation or rule shall include a reference to the amending of a Byelaw, Regulation or rule already made, and any reference to an Act of Parliament or other enactment shall include a reference to such Act or enactment as amended or re-enacted from time to time; [carried forward into B1 but widened to embrace the Laws of the Institute] (q) words importing the masculine shall include the feminine and words in the singular shall include the plural and words in the plural shall include the singular; [included and simplified in B1] (r) complaint means an allegation (and may include several allegations) which has been received by, or raised by, the Institute that a Member or Registered Student is guilty of misconduct and which is in a form which has been determined under Members Regulation to be put to such Member or Registered Student for response; [amended in B1 to align with new PSC documentation] (s) complainant means a person making a complaint and may include the Institute; [unchanged in B1] (t) respondent means a Member or Registered Student who is the subject of a complaint; [now defined just before it is used, in RII,4] (u) consent order means an order made with the consent of a respondent by a Committee created under Members Regulations for the investigation of complaints under which a sanction is imposed without recourse to further proceedings; [definition is superfluous; the matter is described in RII, 17-21] (v) evidence includes any statement of a witness and any document (including a printout of an electronic document); [omitted because the conduct committees should be left to take their own view of what constitutes evidence, after taking legal advice] (w) Member in Practice means a Member registered as such under these Byelaws and defined in Council Regulations; [a specialist term not capable of misinterpretation and clarified in context at RI,11] (x) misconduct means in respect of any Member of Registered Student: (i) (ii) failure to comply with the Laws of the Institute; or conduct resulting in any conviction (or adverse finding by, or sanction or order of, or undertaking to, any tribunal or court or other body or authority) which the Institute considers relevant to the membership of or registration with the Institute; [appears almost untouched in B1] (y) any reference to the provision of information, documents, or any other 9

10 material to or by the Institute and to any method of such provision shall include a reference to the provision of such information, documents or material by means of electronic communication or in electronic form; [simplified in B1] (z) registered address" means the address provided to the Institute by a Member under Members' Regulation 10 or by a Registered Student under Members' Regulation 11. [reproduced in B1 without the cross references] 2 Any words and terms which may be defined by the Charter shall, unless the context otherwise requires, have a corresponding meaning in the Byelaws and the Regulations. [appears at the head of B1] MEMBERS OF THE INSTITUTE 3 There shall be two grades of corporate membership of the Institute namely Fellows and Associates. [the substance is retained in B2, but the term Corporate Member is removed] 4 The following shall be Fellows of the Institute: (a) the persons who are the Fellows of the Company at the date these Byelaws come into force and effect; [transitional] (b) persons who may be admitted as Fellows by resolution of the Council having (i) (ii) had a minimum of three years practical experience at a senior and responsible level, such experience being in addition to the three years practical experience required for Associateship and passed such examinations or other tests of knowledge or experience as shall in each case be specified by the Members Regulations (or, pursuant to such Members Regulations, having been exempted therefrom). [the substance of 4(b) appears in RI,2; the prescription that Council must admit by resolution is omitted so that they are now free to use whatever method they think fit. So that their authority be not left in doubt, draft B2 includes the provision that their decision is final, which is taken from existing MR4.3] 5 The following shall be Associates of the Institute: (a) the persons who are Associates of the Company at the date these Byelaws come into force and effect; [transitional] (b) persons who may be admitted as Associates by resolution of the Council having (i) (ii) had a minimum of three years practical experience in the work customarily done by Chartered Management Accountants and passed such examinations or other tests of knowledge or experience as shall in each case be specified by the Members Regulations (or, pursuant to such Members Regulations, having been exempted therefrom). [the substance of 5(b) appears in RI,1] 6 [most of 6 and 7 are lost except for the passages noted below, but B3 relegates the such things to Regulations] A person shall continue to be a Member of the Institute (whether a Fellow or an Associate) only for so long as 10

11 he shall pay the subscription hereafter specified and shall comply with such conditions of membership appropriate to his particular grade as shall for the time being be prescribed by or pursuant to the Members Regulations. Such Members Regulations may impose such requirements as to the observance of the Laws of the Institute [cf RI,3] and adherence to the proper standards and practices of the Profession as may be thought appropriate. 7 There shall be power by Members Regulations to prescribe for the payment of application fees [RI,5] as a condition for admission into membership of either grade or for the transfer from one grade to another and for the payment of periodic subscriptions as a condition for the admission into or continuation of membership and also to provide for the prescription of the level of such admission fees and subscriptions which may vary according to circumstances therein prescribed and also to provide for the reduction or waiver of such admission fees and subscriptions either in prescribed circumstances or at the discretion of the Council [reflected in RI,7(c) and RI,9] or any person or persons designated by the Council. 8 (a) A person shall cease to be a Member if: (i) the Institute accepts his written notice of resignation addressed to the Chief Executive; or (ii) the Institute terminates his membership due to non-payment of subscriptions; or (iii) he is expelled as a result of disciplinary proceedings; or (iv) he is disqualified from being a company director or from acting as a trustee [the substance so far appears in B4(a)-(d) except that the requirement ( shall cease ) is replaced by a permission ( the Institute may terminate )] unless he makes representations to the Institute in this regard and the Council determines to waive the effect of this subparagraph in the light of such representations. [omitted deliberately as being inappropriate for a standard setting body], (b) A notice of resignation will not be accepted if the Member in question is the subject of a current disciplinary investigation or complaint, and paragraph (a)(iv) of this Byelaw shall not be of effect while a Member is subject to such investigation or complaint. [covered by B4(a)] (c) A person whose membership ceases shall remain liable for any fee, subscription, or debt owed to the Institute at the time of such ceasing. [covered in B4] 9 (a) Every person who shall for the time being be a Member (whether a Fellow or an Associate) shall be entitled to apply to himself the description Chartered Management Accountant and in the case of a Fellow the description being of a Fellow of The Chartered Institute of Management Accountants and in the case of an Associate the description of an Associate of The Chartered Institute of Management Accountants. [shortened in B5 because the descriptive phrases above are simply matters of fact and do not need to be specifically allowed] (b) Every person who shall for the time being be a Fellow shall be entitled to use after his name the qualifying letters FCMA and every person who shall for the time being be an Associate shall be entitled to use after his name the qualifying letters ACMA. [included more simply in B5] (c) In circumstances where the use by Fellows or Associates in a country other 11

12 than the United Kingdom, of the descriptions or qualifying letters prescribed by the two preceding sub-paragraphs would be unlawful or impracticable there shall be power by Members Regulations to prescribe that other descriptions and qualifying letters shall be applied to such Fellows and Associates outside the United Kingdom. [this provision is at variance with Members Regulation 4.5; the two are conflated and the inconsistency removed, in B5] (d) Subject to approval by Her Majesty s Most Honourable Privy Council as required by the Charter, there shall be power by Council Regulations to prescribe the descriptions and qualifying letters which may be applied to persons to whom may have been awarded any diploma or other distinction of the Institute, or of any body supported by the Institute and the period during which such descriptions and qualifying letters may be used. [unnecessary; already provided in Article 4 of the Charter] 10 There shall be power by Members Regulations to prescribe for the affiliation or association of persons with the Institute in such manner as the Council may from time to time determine and with such privileges and rights and upon such conditions as the Council shall think fit; provided that no person so becoming associated or affiliated as aforesaid shall be a Member of the Institute for any purpose of the Laws of the Institute. [replaced by simpler RI,25. This Byelaw conflicts with MR13 where the authority required is a Council Regulation. RI,25 follows MR13 in this.] 10 (a) The Council may admit suitable persons of good standing as honorary fellows of the Institute (and may withdraw the designation at its discretion). Honorary fellows may use the designatory letters HonFCMA and shall have such other rights and obligations as may be determined from time to time by the Council; provided that an honorary fellow shall not be a Member of the Institute for any purpose of the Laws of the Institute. [= B10] DISCIPLINARY PROVISIONS 11 The Council may by Council Regulations make provision for, or approve other forms of prescription of, the professional standards to be observed by Members and Registered Students. A Member or Registered Student shall be liable to disciplinary action by the Institute, and may be liable to such action by organisations referred to under Article 4(d) of the Charter, if he is alleged to have been guilty of misconduct (as defined by Byelaw 1(x)). [11 here and 13 below are mainly necessary to distinguish between matters to be covered in MRs and those to be covered in CRs, which will not be necessary in this revised structure. In the new Byelaws the necessary powers and requirements are included in B11 and 12 but without the lists of what the Regulations must contain, all of which appear together in Part II of the new Regulations] 12 It shall be the responsibility of the Council to ensure that complaints against Members and Registered Students are thoroughly and fairly investigated and determined, and that appropriate sanctions are imposed if such complaints are upheld. It shall be the duty of Members and Registered Students to observe the Laws of the Institute and to co-operate with and submit to its disciplinary procedures and those of any organisation to which a complaint may have been referred, or passed on request, by the Institute in the public interest. [unchanged within B11] 13 Members Regulations shall specify procedures for the investigation and 12

13 determination of complaints against any Member or Registered Student, and for the hearing of appeals against findings and sanctions under those procedures. For this purpose, such Regulations shall prescribe the composition, method of appointment, functions, procedure, powers, and quora of Committees, and shall observe relevant principles of United Kingdom and European Community human rights legislation as amended from time to time. [simplified in the first sentence of B12] 14 Members Regulations under Byelaw 13 shall further prescribe (a) that any meeting of a committee created in pursuance of Byelaw 13 other than an investigating committee shall contain a majority of members who are not Members or Registered Students of the Institute; (b) procedures which ensure that a Member or Registered Student against whom a complaint has been made receives notification of the complaint which has been made against him, of any proposed hearing, of his rights to attend, to be represented, to call and cross-examine witnesses, and to appeal against a finding or sanction made against him; (c) procedures under which a complainant may seek review of a Committee s findings, including a proposal to issue a consent order; (d) the sanctions which may be imposed on Members and Registered Students following disciplinary action, which shall include expulsion from membership, cancellation of student registration, or a fine, or an award of costs, or any combination of these; (e) the circumstances in which a consent order may be imposed and the procedure for doing so; (f) the circumstances, if any, in which hearings of Committees may be held in public; and (g) the circumstances in which, and method or methods by which, decisions of any Committees may be publicised. [this Byelaw 14 lists things that must be included in the Regulations. They are, so there is no need to repeat them] 14A A Member or Registered Student shall report to the Institute any facts or matters which cause him reasonably to believe that another Member or Registered Student may have been guilty of misconduct (as defined by Byelaw 1(x)) and when considering making such a report, shall have regard to guidelines issued in this connection by the Institute. [reproduced unchanged in B11] CIMA PROFESSIONAL DEVELOPMENT 15 Every Member shall, as a condition of membership, undertake CIMA Professional Development ( CPD ) and shall participate in the system for monitoring and enforcement of this requirement in accordance with Members Regulations. Such Regulations shall specify the means by which Members are required to demonstrate CPD compliance, and by which the Institute may verify such compliance. [stated more simply in B7, with additional detail in RI,13-18] HONORARY OFFICERS 13

14 16 The Honorary Officers of the Institute shall be the President, the Deputy President, one Vice President ( the Vice President ) and the Immediate Past President. [re-worded slightly in B14] 17 The President, the Deputy President and the Vice President shall be elected at the Annual General Meeting of the Institute, on the nomination of the Council, and shall hold office from the end of that meeting until the end of the next following Annual General Meeting. [contained unchanged within B14] 18 A person who has previously been an Honorary Officer shall not be precluded from nomination and election under Byelaw 17. [included in B14] 19 A casual vacancy in the office of President, Deputy President or Vice President may be filled by the Council until the end of the next following Annual General Meeting. [included in B15] GENERAL MEETINGS OF THE INSTITUTE 20 All Members of the Institute shall be entitled to attend every General Meeting thereof. [unchanged within B13] 21 An Annual General Meeting of the Institute shall be held once in every calendar year at such time and place as may be determined by the Council and not more than fifteen months shall elapse between the date of one Annual General Meeting and the date of the next; provided that the first Annual General Meeting shall be held not later than twelve months from the date these Byelaws shall come into force and no other Annual General Meeting need be held during the calendar year during which these Byelaws come into force, or during the following calendar year. [substantially reproduced within B13, but without the transitional arrangements] 22 The Annual General Meeting shall be for the purpose of transacting the following business: (a) receiving and considering the report of the Council on the business of the Institute; (b) electing, on the nomination of the Council, the President, the Deputy President and the Vice President; (c) appointing the auditors and either determining their remuneration or authorising the Council to determine the same; (d) receiving the accounts of the Institute; (e) such other business as the Council may think fit and as is appropriate for a General Meeting. [unchanged in RIII,1, except for omitting the last eight words] 23 A General Meeting of the Institute other than an Annual General Meeting may be called at any time by the Council and shall be so called if so required by a notice which: (a) shall state fully the objects of the Meeting; and (b) shall be signed by a number of Members being not less than one per cent of the number of the Members of the Institute at that date. [= RIII,2] Such notice may consist of several documents in like form and if the Meeting 14

15 shall not have been held within three months of the date of the notice any six of the signatories may call the Meeting provided that it be held within five months of the date of the notice. [= RIII,3] 24 Any 25 Members acting jointly may propose, in writing to the Chief Executive, that the Charter, Byelaws or Members Regulations be amended by Special Resolution. The Council shall ensure that the proposal, or a version of it agreed with the proposers, is included in the business of the next forthcoming Annual General Meeting of or the subsequent Annual General Meeting. [= RIII,4] 25 No business shall be transacted at any General Meeting (other than the adjournment thereof) unless a quorum of Members is present at the time when the Meeting proceeds to business. Twenty Members personally present shall constitute a quorum except where a meeting, which was either an Annual General Meeting or was convened of its own motion by the Council, is required to be adjourned by reason of the absence of a quorum, in which case the Members present at the adjourned Meeting shall be a quorum. [= RIII,5] 26 Every Member entitled to attend and vote at General Meetings shall be entitled to appoint some other Member to be his proxy to attend and vote upon any poll and the other Member so appointed shall be entitled to cast the vote of that Member upon a poll in addition to his own. Each proxy shall apply only to a specified Meeting or any adjournment thereof. Members Regulations shall make provision in respect of the form and method of use of proxy authorities. [first sentence = RIII,6; second sentence omitted] 27 At any General Meeting a resolution shall be decided on a show of hands and every Member personally present shall be entitled to one vote unless a poll is (before or on the declaration of the result of the show of hands) demanded: (a) by the Chairman; or (b) by at least five Members present in person or by proxy; [= RIII,7] Unless a poll be so demanded a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of General Meetings of the Institute shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn. [= RIII,8] 28 (a) If a poll is duly demanded, it shall be taken at such time and in such manner as the Chairman shall direct, and the result of the poll shall be deemed to be the resolution of the Meeting at which it was demanded. [= RIII,9] (b) Notwithstanding the foregoing provisions, no poll shall be permitted upon any question affecting the Chairman of the Meeting, or any adjournment of the Meeting. [= RIII,10] (c) Upon a poll, every Member present in person or by proxy upon the taking of the poll shall have one vote. [= RIII,11] 29 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands take place, or at which the poll is demanded, shall be entitled to a second or casting vote. [= RIII,12] 15

16 30 No objection shall be made to the validity of any vote except at a Meeting or poll at which such vote shall be tendered and every vote not disallowed at such Meeting shall be valid. The Chairman of the Meeting shall be the sole and absolute judge of the validity of every vote tendered at that Meeting or poll resolved at that Meeting to be taken. [= RIII,13] 31 Not less than twenty-one days written notice shall be given of every General Meeting of the Institute. The notice shall be exclusive of the day on which it is served or deemed to be served, and shall specify the place, the day and the hour of meeting and the general nature of the business to be transacted and shall be given in manner hereafter prescribed. [= RIII,14] 32 Subject to the Charter and the Bye-Laws, the following matters relative to General Meetings shall be prescribed and regulated by Members Regulations: [this Byelaw is lost because its principal purpose was to specify which of the two types of Regulation would be needed for such matters. The four items listed are in fact covered in the new draft Regulations at RIII,18,19,20-21, and 2-3, respectively] (a) the extent, if at all, to which Members who are in arrears with subscriptions or other payments shall be entitled to vote at General Meetings; (b) the appointment of a Chairman of each Meeting; (c) the circumstances in which and the means by which a Meeting may be adjourned; (d) the form of notice of every Meeting; 33 The accidental omission to give notice of a Meeting to, or the non-receipt of a notice of a Meeting by, any Member, or the attendance and voting at any Meeting of any person subsequently found not to have been entitled so to attend and vote, and any other defect in the convening, calling and conduct of the Meeting shall not invalidate the proceedings thereat. [= RIII,15] THE COUNCIL 34 (a) Subject to paragraph (b) below, a member of the Council shall not seek or receive any payment, remuneration or other benefit of any kind from the Institute, or from its subsidiaries, trusts, charities, or associated companies or organisations (in this Byelaw called "related companies"). [= B23] (b) Paragraph (a) above shall not preclude (i) payments in respect of reasonable out of pocket expenses incurred in the course of duties undertaken as such member; or (ii) payment to a member of the Council for services supplied by such member in marking papers or online documents in connection with an examination held by the Institute; or (iii) payments made in respect of the relief of poverty or distress. [= B24] (c) A payment to be made under paragraph (b) (ii) above shall be authorised by a resolution of the Council passed at a meeting where the member to receive payment has declared his interest and has withdrawn from any discussion relating to such payment and from voting on the resolution in question. [= B25] (d) The Institute or related companies may make payments to a company or other entity in which a member of the Council has an interest in return for 16

17 goods or services supplied by that company or other entity to the Institute or related companies, provided that in any case where the interest of the member of the Council is considered by the Council to be significant or substantial, the proposed supply and payment shall be authorised by a resolution of the Council passed at a meeting where the member with the interest has declared it and has withdrawn from any discussion relating to such supply and payment and from voting on the resolution in question. [= B26] 35 The following shall be ex officio members of the Council: (a) The President; (b) the Deputy President; (c) the Vice President; (d) the Immediate Past President of the Institute [so far this Byelaw is replaced by the first 10 words of B16] until the close of the first Annual General Meeting following the date he ceased to be President and provided he shall remain a Fellow. [It is unnecessary to define the term of office for the Immediate Past President, which clearly has to equate to the President s term, defined in revised B14. It is nonsense to prescribe that s/he must be a Fellow. No such requirement is stated for the other Honorary Officers, though they have to be Fellows to become Council members and so be eligible for Honorary Officer. The Immediate Past President is so by virtue of the fact, not by being eligible.] 36 (a) In addition to the ex officio members, there shall be thirty-five members of the Council being fellows elected in the manner hereinafter prescribed; provided that there shall be power by Members Regulations to increase the number of such elected Members to not more than forty or to reduce such number to not less than thirty. [adapted as the beginning of B17, though 35 is updated to 38] (b) For the purpose of the election of Fellows to the Council, areas shall be prescribed by Council Regulations which shall also prescribe the number of Fellows to be elected to the Council to represent each area. Every part of the United Kingdom shall be included in one (and only one) of such areas and other countries or parts thereof may be included in such areas to such extent (if at all) as the Council shall think appropriate. [this matter is dealt with in shorter form in RIV,1] (c) Fellows may be nominated to stand for election under this Byelaw to represent the area within which their registered address lies. In the event of there being only one nomination for an area, that Fellow shall be declared elected, and in the event of there being more than one nomination, an election shall be held. [included in B17] Members' Regulations shall prescribe the method of nomination, and Council Regulations shall prescribe all matters relating to such an election. 37 The Council may co-opt such a number (not exceeding one-third of the elected members) of Fellows as additional members, as the Council may think fit. [= B18] 38 (a) Except in the case of a former President, an ex-officio member of the Council shall continue as a member for so long as he holds the office which qualified him. [= B19] 17

18 (b) An elected member of the Council shall serve as a member from the close of the Annual General Meeting following his election until the close of the third Annual General Meeting following the date his service commenced, or such shorter period as may be prescribed by Council Regulations for the purpose of securing rotation. [= B20] (c) A co-opted member of the Council shall serve as a member for such period as may be prescribed by the Council not being longer than until the end of the second Annual General Meeting following the date his service commenced. [= B21] (d) [this Byelaw is repeated almost exactly in new B27 except for the up-dated treatment of (iv) below] An elected or co-opted member of the Council shall vacate office immediately: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) if he becomes a member of the Council in another capacity, if he ceases to be a Fellow, if he resigns by notice in writing to the Chief Executive, if he becomes incapable by reason of mental disorder within the meaning of the Mental Health Act 1983, [replaced by acceptable modern treatment in B27 (d) and (e)] if the Council resolves that he has been guilty of misconduct (as defined in Byelaw 1(x)), if, being an elected member, his registered address ceases to be within the area he was elected to represent, provided that if such event occurs after 1 February but before the Annual General Meeting in the same year, the member shall cease to hold office from the date of the next Annual General Meeting, if a receiving order in bankruptcy is made against him or he enters into any arrangement or composition with his creditors, if he is absent from three consecutive meetings of the Council without, in the opinion of the Council, reasonable cause, and the Council resolves that he should vacate office, if the Members in General Meeting resolve that he be removed from membership of the Council. 39 (a) A former member of the Council shall be eligible for re-election or further cooption, except that neither a former President who shall have completed his period of service as an ex officio member nor a former co-opted member who shall have served as a co-opted member for six continuous years, shall be eligible for co-option or further co-option as the case may be until at least one year shall have elapsed from the date of the expiration of his last period of service. [= B28] (b) Casual vacancies among elected members shall be filled at the next election and the member then elected shall continue until the date when the membership of his predecessor would normally have ceased. [= B29] 40 The quorum for meetings of the Council shall be one-quarter of the total number of members of the Council. [carried forward in RIV,3] 41 Subject to the Byelaws, all matters relating to the holding of meetings of the Council, and the transaction of business of the Council whether at a meeting of the Council or otherwise, may be determined by or in accordance with Council Regulations. [equivalent in draft to B16] 42 [this Byelaw with its list is replaced by the simple power in draft B22 to exercise all the powers of the Institute. The powers of the Institute are given 18