INDEX RIAS CHARTER 2 6 RIAS BYELAWS RIAS Charter and Byelaws: Current Version

CHARTER and BYELAWS

INDEX CONTENTS PAGE RIAS CHARTER 2 6 RIAS BYELAWS 7-20 RIAS Charter and Byelaws: Current Version 20.05.13 1

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 The Royal Incorporation of Architects in Scotland ( The Royal Incorporation ) was constituted in Edinburgh in 1916 to organise and unite in fellowship the architects in Scotland, and to consolidate and co-ordinate the then existing professional organisations throughout Scotland. And Whereas His Majesty King George the Fifth was pleased to grant a Royal Charter to The Royal Incorporation on 6 th May 1922 ( the original Charter ) and a further supplementary Charter ( the supplementary Charter ) on 28 th May 1929: And whereas the Royal Institute of British Architects is the body for architects throughout the United Kingdom and represents architects at the UK and international levels: And whereas in recognition of the devolved government of Scotland, the Councils of both bodies have agreed that architecture and architects within Scotland will be represented by the Royal Incorporation, who through its partnership with the Royal Institute of British Architects, will service the local interests of its members and pursue the broader shared ambitions of the Incorporation and the Institute in the context of architectural affairs, provided that the Councils of the Royal Incorporation and the Royal Institute of British Architects shall refrain from any act or thing which may interfere with or tend to the prejudice of any right, power or privilege exercisable or endorsed by either body in pursuance of their objectives by virtue of any Royal Charter or of any Bye-law made and approved there under or otherwise howsoever: And whereas The Royal Incorporation has now presented to Us a humble Petition praying that, being desirous of furthering its Objects and in recognition of the status of Scotland, desires that We should grant a new Charter to The Royal Incorporation for the purposes set out in its Objects, in the manner set forth in the Petition but subject to any amendments and alterations which to Us may seem desirable. And Whereas We are minded to comply with the Prayer in the Petition: NOW THEREFORE KNOW YE that We by virtue of Our Prerogative Royal and of all other powers enabling Us so to do of Our especial grace, certain knowledge and mere motion, have granted and ordained, and do hereby for Us, Our Heirs and Successors, grant and Ordain as follows: 1 The original Charter and the supplementary Charter are hereby revoked. 2 THE PERSONS now Members of the voluntary Incorporated Body known as The Royal Incorporation of Architects in Scotland and all such persons as may hereafter become Members of the body corporate hereby constituted pursuant to or by virtue of the powers granted by these presents and their successors shall for ever hereafter be by virtue of these presents one body corporate and politic by the name of The Royal Incorporation of Architects in Scotland 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 implead and be impleaded in all Courts and in all manner of actions and suits, and shall have power to do all other matters and things instant and appertaining to the body corporate. 3 WE DO also hereby for Us Our Heirs and Successors licence authorise and for ever hereafter enable The Royal Incorporation of Architects in Scotland hereby incorporated or any person on its behalf to acquire any heritable property lands tenements or hereditaments whatsoever within our United Kingdom of Great Britain and Northern Ireland and Our other territories and to hold the same in perpetuity and from time to time to grant, feu, excamb, demise, alienate or otherwise dispose of the same or any part thereof. 4 AND WE DO hereby, also for Us Our Heirs and Successors give and grant Our Licence to any person or persons and any body politic or corporate to give grant or hold in perpetuity or demise to or for the benefit of The Royal Incorporation of Architects in Scotland any heritable property lands tenements or hereditaments whatsoever within Our United Kingdom of Great Britain and Northern Ireland and Our other territories. RIAS Charter and Byelaws: Current Version 20.05.13 2

5 THE OBJECTS and purposes for which The Royal Incorporation of Architects in Scotland (hereinafter called the Royal Incorporation ) is hereby constituted are as follows:- (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) TO organise and unite in fellowship the Architects of Scotland, and to combine their efforts for the general advancement of Architecture, and for the promotion of the aesthetic, scientific, and practical efficiency of the profession of Architecture. TO consolidate, and co-ordinate the interests and activities of the existing Chapter organisations relating to the profession of Architecture throughout Scotland, to each of which a definite portion of the territorial area of Scotland shall be assigned as its sphere of influence. TO promote and facilitate the acquirement of the knowledge of the various Crafts, Arts, and Sciences connected with Architecture. TO foster the study of the National Architecture of Scotland and to encourage its development. TO consider and discuss all subjects connected directly or indirectly with the profession of Architecture, and to ascertain and express the considered opinion of the profession on such subjects. TO maintain the status and protect the interests of the profession. TO devise and impose means for ascertaining the qualifications of Candidates for admission to the professional Membership of the Royal Incorporation by examination in theory and in practice, or by any other actual and practical tests, and to grant Certificates of Qualification to the successful Candidates. TO hold conferences and meetings for the discussion of professional affairs, interests, and duties, the reading of papers and delivery of lectures; to compile and revise Lists and Registers of Scottish Architects; to issue copies of papers, lectures, and professional Records from time to time to members of the Royal Incorporation, and generally to collect, collate, and publish information of service or interest to members of the Profession and to the Public at large. TO exercise professional supervision over the members of the Royal Incorporation, to promote competence and to secure for them such definite professional status as may assist them in the discharge of their duties. TO purchase, lease, rent, hold, and dispose of any building or hall to be used as a place of meeting for the members of the Royal Incorporation, or as a college, lecture or reading rooms or library, for the advancement of the above objects or any of them. TO apply, acquire, extend, and improve a library for the use of the members of the Royal Incorporation. TO allocate and set apart the funds of the Royal Incorporation or some part thereof, and to receive, hold, and administer Gifts, Donations, Bequests, and other Trust Funds for providing Prizes, Medals, and other Rewards and for the endowment of Scholarships, the provision of Pensions, and the making of Grants, or for other Educational or Charitable objects in connection with the profession of Architecture in Scotland. (m) TO do all such other lawful things as are incidental or conducive to the benefit of the above objects or any of them. 6. THE ROYAL INCORPORATION shall not carry on any trade or business or engage in any transaction with a view to pecuniary gain or profit to the members thereof. No member shall have any personal claim on any property of the Royal Incorporation or make any profit from Membership except in the case of and as a Salaried Officer of the Royal Incorporation. 7. UNLESS and until the Bye-laws of the Royal Incorporation shall otherwise provide there shall be four classes RIAS Charter and Byelaws: Current Version 20.05.13 3

of active members of the Royal Incorporation namely Fellows, Members, Affiliates and Students; and two classes of Honorary Members, namely Honorary Fellows and Honorary Affiliates. 8. SUBJECT to the provisions of the Architects Act 1997 as from time to time amended, eligible members of the Royal Incorporation may use the style Chartered Architect. 9. THERE SHALL be a President, Past President, and Vice-Presidents of the Royal Incorporation. 10. THERE SHALL be a Council of the Royal Incorporation consisting of the President, the Past President, the Vice-Presidents, and such other member or members of the Royal Incorporation with such qualifications, and to be elected in such a manner and to hold office for such period and on such terms as to re-election or otherwise as the Bye-laws of the Royal Incorporation shall direct. 11. THE PRESIDENT of the Royal Incorporation shall be elected by the Council from the class of Fellows in a manner prescribed in the Bye-laws and shall be formally installed at the Annual General Meeting of the Royal Incorporation, and shall hold office for such period and on such terms as to re-election and otherwise as the Bye-laws of the Royal Incorporation shall direct. 12. SUCH OF THE members of the Royal Incorporation who are Presidents of Chapters shall in virtue of their office be Vice-Presidents of the Royal Incorporation. 13. PRESIDENTS of Chapters shall be elected in such manner and shall hold office for such period and on such terms as to re-election and otherwise as the Bye-laws for the time being of the Royal Incorporation shall direct. 14. OF THE total number of ordinary members of the Council of the Royal Incorporation such proportion thereof shall be elected by the Chapters as Chapter Representatives and such proportions shall be elected at the Annual General Meeting as Incorporation Representatives, as shall be prescribed by the Bye-laws. 15. The members of the Council shall hold office until the due election of their Successors, in accordance with the Bye-laws of the Royal Incorporation, but shall be eligible for re-election if otherwise qualified. 16. THE ROYAL INCORPORATION shall have such permanent Officers with such functions, tenure, and terms of office as the Bye-laws of the Royal Incorporation shall prescribe, and such other Officers as the Council of the Royal Incorporation may from time to time appoint. 17. THE GOVERNMENT and control of the Royal Incorporation and its affairs shall be vested in the Council subject to the provisions of these presents and to the Bye-laws of the Royal Incorporation. The business of the Council shall be conducted in such a manner as the Bye-laws of the Royal Incorporation may prescribe. 18. THE COUNCIL shall have power to decide conclusively respecting persons proposed for admission as a member whether they have fulfilled such conditions as are required by this Our Charter or are prescribed by the Bye-laws in respect of the appropriate class of membership in the Royal Incorporation: and the Council may make such Bye-laws as may be approved by Our Lords of the Privy Council as testified by the Certificate of the Clerk to Our Privy Council for the institution of such examinations as may be deemed reasonably necessary for the carrying out of the objects of the Royal Incorporation. 19. SUCH EXAMINATIONS as may be required by the Royal Incorporation shall be conducted and passed at such times in such manner and subject to such conditions as the Bye-laws of the Royal Incorporation shall prescribe. 20. PERSONS who by reason either of their position or experience in matters relating to Architecture appear to the Council to be able to render assistance to or promote the objects of the Royal Incorporation shall be eligible to be admitted as Honorary Members. 21. SUBJECT AS above the Qualifications, method and term of admission, privileges, and obligations of the members of the Royal Incorporation including the liability to expulsion, shall be such as the Bye-laws for the time being of the Royal Incorporation shall direct. 22. THE COUNCIL shall have power to institute Chapters and to assign to each such portion of the territorial area of Scotland as it thinks fit, and to decide conclusively respecting the Chapter to which any member shall be assigned or under which that Member shall be enrolled. RIAS Charter and Byelaws: Current Version 20.05.13 4

23. EVERY FELLOW, Member, Affiliate, Student, and other member of the Royal Incorporation shall be entitled to obtain a Certificate of membership subject to such conditions and on payment of such subscriptions or other sums as the Bye-laws may from time to time prescribe, and any such person ceasing to be a member shall on demand deliver back the Certificate to the Council. 24. ALL Fellows may use after their names the initials FRIAS and all Members may use after their names the initials RIAS and all Honorary Fellows may use after their names the description Hon FRIAS. 25. ALL FELLOWS and Members of the Royal Incorporation shall, subject to any restriction imposed by the Byelaws, be entitled to be present and vote at General Meetings and take part in the discussion of business thereat. 26. ANY PERSON who ceases for any cause whatever to be a member of the Royal Incorporation shall be debarred from any further use of the initials described in Article 24. 27. The Royal Incorporation may revoke, amend or add to any of the provisions of Our Charter by a resolution passed by a majority of not less than two thirds of those members present, entitled to vote and voting, and any such revocation, amendment or addition shall, when allowed by Us, Our Heirs or Successors in Council, become effectual so that this Our Charter shall henceforth continue and operate as though it had been originally granted and made accordingly. 28. SUBJECT TO the provisions of this Our Charter the Bye-laws shall amongst other things, define, regulate, and prescribe:- (a) (b) (c) The qualifications for and the conditions of membership, and the mode of election and admission, and the privileges, obligations, and benefits of the several classes of members of the Royal Incorporation and the payments to be made by Members. The cases and manner in which a member of the Royal Incorporation may be excluded or suspended from membership, or reprimanded. The mode, time, and place of summoning and adjourning General Meetings, whether ordinary Business, Special, Annual, or otherwise, and the quorum for and the mode of voting at such Meetings, and the number of votes which shall form an effective majority at such Meetings, and the conduct of proceedings thereat. (d) The qualification and mode of election of the President, and the number, qualification, and mode of election of the other members of Council, and their respective tenures of office, and the mode of filling casual vacancies in the Council, and the quorum for Meetings of the Council. (e) The mode of election of the Presidents of Chapters and their tenures of office, and the functions, government, and internal management of such Chapters. (f) (g) (h) (i) (j) (k) The mode of election and tenure of office of the Auditor or Auditors, Secretary or Secretaries, Solicitor or Solicitors, and other Officials of the Royal Incorporation. The appointment of Standing Boards and Committees and the proceedings thereof. The terms and conditions for such Prizes, Medals, Exhibitions, Studentships, or Scholarships as have been or may from time to time be established by the Royal Incorporation. The details of the administration of any Gift, Donation, Bequest, or other Trust Fund for providing Prizes, Medals, and other rewards, and for the endowment of Scholarships, the provision of Pensions or the making of Grants or for other educational or charitable objects in connection with the profession of Architecture in Scotland. The constitution of a body of the members as Trustees in whom any monies and property of the Royal Incorporation can be vested in trust for the Royal Incorporation and the regulation of their appointment and their powers and duties. The relations of the Royal Incorporation to its Chapters and to other Societies having kindred aims and purposes. RIAS Charter and Byelaws: Current Version 20.05.13 5

29. The members may at any time by a 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 Royal Incorporation in such a manner as shall be determined by such Special Resolution or in default of such direction as the Council of the Royal Incorporation shall think expedient having due regard to the liabilities of the Royal Incorporation for the time being, and if, on the winding up or the dissolution of the Royal Incorporation, there shall remain, after the satisfaction of all of 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 charitable body or bodies, whose constitution restricts the distribution of property to the same or greater extent as this Our Charter, to be determined by the Council of the Royal Incorporation at or before the time of dissolution. For the purposes of this Our Charter a Special Resolution means a resolution passed at a Special General Meeting and held in accordance with the Bye-laws and passed by not less than two thirds of the members, present, entitled to vote and voting. 30. AND WE DO HEREBY for Us Our Heirs and Successors grant and declare that these Our Letters Patent or the enrolment or exemplification thereof shall be in all things good, firm, valid and effectual according to the true intent and meaning of the same and shall be taken construed and adjudged in all Our Courts or elsewhere in the most favourable sense and for the best advantage of the said Royal Incorporation any mis-recital, nonrecital, omission, defect, imperfection or thing whatsoever notwithstanding. In witness whereof We have ordered the Seal appointed by the Treaty of Union to be kept and made use of in place of the great Seal of Scotland to be appended hereto. At the Council Chamber, Whitehall the 10th day of December year 2003 BY THE LORDS OF HER MAJESTY'S MOST HONOURABLE PRIVY COUNCIL RIAS Charter and Byelaws: Current Version 20.05.13 6

AND WHEREAS the said Bye-laws have been submitted to the Lords of the Privy Council for allowance: BYE-LAWS OF THE ROYAL INCORPORATION OF ARCHITECTS IN SCOTLAND REFERRED TO IN THE FOREGOING ORDER 1. Interpretation In these Bye-laws, the following expressions shall have the meanings shown: The "Royal Incorporation" shall mean "The Royal Incorporation of Architects in Scotland". The words "Council", "Fellow(s)", "the Secretary", "Member(s)" and "Membership" shall, unless the context otherwise requires, mean the Council, Fellow(s), the Secretary/Chief Executive, Member(s) and Membership respectively of the Royal Incorporation of Architects in Scotland. "The Register of Architects" shall mean the Register of registered Architects set up and maintained under the Architects Act 1997. "The RIBA" shall mean "The Royal Institute of British Architects". 2. Classes of Members 2.1 The membership of the Royal Incorporation shall consist of the following classes: Fellows, Members, Students, Affiliates, Honorary Affiliates and Honorary Fellows. 2.2 Council may approve amendments or additions to classes of membership provided they are in accordance with the objectives of the Royal Charter. 3. Class of Fellows 3.1 At any given time, Fellows shall comprise every person on the register of members as a Fellow in accordance with these Bye-laws. 3.2 A candidate for election as a Fellow: 3.2.1 shall be not less than 35 years of age at the date of proposal; 3.2.2 shall be a Member and shall be in business on his or her own account as a partner or director in a public or private practice, or shall be in salaried employment, or shall be on the staff of a School of Architecture. 3.2.3 shall, for at least 7 years, whether consecutively or in the aggregate, prior to the date of proposal, have, as appropriate, been a partner or director; held a senior position in a business or department; held a senior post in a school of architecture; or served in any combination of the three foregoing categories; 3.2.4 shall also satisfy the Council that the candidate is a fit and proper person to become a Fellow both in respect of the candidate's own character and of the office currently held, and shall provide the Council with such particulars thereof as it may require; 3.2. 5 shall satisfy the Council that the candidate has passed any examinations which the Royal Incorporation may require or that the candidate is otherwise, by professional attainments, considered eligible for election as a Fellow; 3.2. 6 if within the United Kingdom shall be on the Register of Architects. 3.3 If the Council is satisfied that there are exceptional grounds for doing so it shall have discretion, in respect of the election to Fellowship; 3.4 A Fellow shall remain on the Register of Architects so long as the Fellow continues in this class provided that this requirement shall not apply for such period as the Fellow may be resident outwith the United Kingdom. RIAS Charter and Byelaws: Current Version 20.05.13 7

4. Class of Members 4.1 At any given time, Members shall comprise every person on the register of members as a Member in accordance with these Bye-laws. 4.2 A candidate for election as a Member: 5. Students 4.2.1 shall satisfy the Council that the candidate is a fit and proper person to become a Member in respect of the candidate's own character and the office currently held, and shall provide the Council with such particulars thereof as it may require; 4.2.2 shall have passed any examinations the Royal Incorporation may require; 4.2.3 shall be on the Register of Architects if resident or practising within the United Kingdom at the time of application. 4.3 A Member shall remain on the Register of Architects so long as the Member continues in this class provided that this requirement shall not apply for such period as the Member may be resident outwith the United Kingdom. 5.1 At any given time, Students shall comprise every person on the register of members as a Student in accordance with these Bye-laws. 5.2 Every candidate for election as a Student shall have attained such standard of education or has passed any examination as may be required by the Royal Incorporation. 5.3 The Council shall be entitled to remove from the register of members the name of any Student who has not applied for election as a Member and been so elected within one year from the date of the student's qualification to make such application, or who has not qualified as an Architect and applied for election as a Member within 10 years of election as a Student. 6. Class of Affiliates 6.1 At any given time, Affiliates shall comprise every person on the register of members as an Affiliate in accordance with these Bye-laws. 6.2 Affiliates shall be persons who by reason of their interest in matters relating to Architecture appear to the Council to be able and willing to support the objectives of the Royal Incorporation. 6.3 A candidate for election as an Affiliate shall satisfy the Council that the candidate is a fit and proper person to become an Affiliate in respect of the candidate's own character and any office currently held, and shall provide the Council with such particulars thereof as it may require. 6.4 Affiliates shall be entitled to such privileges as the Council may determine from time to time, but shall expressly not have the right to use any Affix related to such membership, nor to vote or take part in the management of the affairs of the Royal Incorporation. 6.5 An Affiliate may, at the request of those nominating, and at the discretion of Council when electing, not be required to pay a subscription to the Royal Incorporation. Such affiliates shall be referred to as Honorary Affiliates 7. Chapter Membership Subject to Bye-law 8, membership of the Royal Incorporation shall include concurrent membership of the Chapter within the territory of which the member normally practises or is employed or, upon request, is domiciled. 8. Category of Outwith Members RIAS Charter and Byelaws: Current Version 20.05.13 8

8.1 Fellows, Members and students who, after election, are subsequently employed outwith Scotland shall not belong to a Chapter, but shall be placed in an Outwith category of membership. 8.2 Affiliates who are resident outwith Scotland shall not belong to a Chapter but shall be placed in an Outwith category of affiliate membership. 8.3 Honorary Fellows who are resident outwith Scotland shall not belong to a Chapter but shall be placed in an Outwith category of membership. 9. Honorary Fellows 9.1 At any given time, Honorary Fellows shall comprise those persons on the register of members as Honorary Fellows in accordance with these Bye-laws. 9.2 Honorary Fellows shall be persons of distinction who by reason of their eminence in art, science, literature or contribution to the public life of Scotland appear to the Council to be able to render assistance in promoting the objects of the Royal Incorporation. 9.3 Nominations for Honorary Class Proposals for the election of Honorary Fellows shall be made either by the Council on its own initiative or on the nomination of not less than 4 Fellows or Members and must give the forename, surname and/or titles and addresses of the nominee and a statement of the grounds on which the nominee is recommended. All nominations for the election of Honorary Fellows shall be submitted to the Council, and shall be approved by a majority of not less than two thirds of the Council present, entitled to vote and voting. No candidates for election to the Honorary class shall be required to pass any examination. 9.4 Honorary Fellows shall be entitled to the ordinary privileges of membership, except the right to vote or take part in the management of affairs of the Royal Incorporation. 9.5 Honorary Fellows shall not be required to pay a subscription to the Royal Incorporation. 9.6 Honorary Fellows of the Incorporation shall be entitled to use the affix HonFRIAS. 10. Retired Categories Any Fellow or Member who has reached the age of 55 (or earlier at Council s discretion) and has retired from practice as an architect may, subject to the approval of the Council, be transferred without election to the category of "Retired Fellow" or "Retired Member" as the case may be but in such case such a member's interest in or claim against the property of the Royal Incorporation or any of its Chapters shall cease. The amount of the annual subscription payable by such Retired Fellows or Retired Member shall be such amount as may be determined by a resolution of the Council provided that Fellows and Members who have paid subscriptions as full members for 25 years shall be exempt further payment. A Retired Fellow or Retired Member shall have the right to use the affix of the member's class, shall be entitled to receive such publications and services of the Royal Incorporation as the Council shall from time to time determine, to attend and vote at General Meetings and be eligible for election to the Council and appointment to Committees. 11. Application for Election to Fellowship Every candidate for election to Fellowship must be proposed and seconded by two members on the official nomination form. The Council shall be entitled to obtain such information regarding the candidate from the proposer and seconder as it sees fit. The nomination form must be accompanied by a written statement giving full particulars of the candidate's architectural education and experience and professional work. The nomination form when completed shall be forwarded to the Secretary who shall, on the instructions of the Council, make such enquiries regarding the candidate as shall be decided by the Council. Simultaneously the Secretary shall report receipt of the nomination form to the Chapter concerned and the said Chapter shall be entitled to make any comment on a candidate which it wishes to bring to the notice of the Council. Thereafter the application shall be dealt with in accordance with Bye-law 15. 12. Application for Election to Class of Member RIAS Charter and Byelaws: Current Version 20.05.13 9

12.1 Candidates for election to the class of Member shall submit the official nomination form which must be accompanied by a written statement by the candidate giving full particulars of the candidate's architectural education and experience and professional work. 12.2 The nomination form of every applicant for election to the class of Member who complies with the requirements of Bye-law 4 shall be forwarded to the Secretary of the Chapter within whose territory the candidate normally practises or is employed for submission to the Chapter Council which shall enquire into the fitness and qualification of the applicant so nominated, where applicable corporate membership of the RIBA being sufficient evidence for Chapter Council that a candidate satisfies the requirements of Bye-law 4. 12.3 In the event of the Chapter Council being of the opinion that the candidate is eligible and qualified for election the application shall be approved by the Chapter Council and this approval will be notified to the Secretary. 12.4 In the event of the Chapter Council not being of such an opinion the application form shall be returned to the Secretary, together with a statement setting out the reasons for such opinion. 12.5 The nomination form of an applicant for election to the class of Member who complies with the requirements of Bye-law 4 who is domiciled outwith Scotland shall be considered by the Secretary who shall enquire into the fitness and qualification of the applicant so nominated. 12.6 The application shall thereafter be dealt with in accordance with Bye-law 15. 13. Application for Election to Studentship Candidates for election as Students shall make application and be proposed in such form and manner as the Council shall from time to time prescribe. 14. Application for Election to Affiliateship and Honorary Affiliateship 14.1 Candidates for election to Affiliateship or Honorary Affiliateship shall be proposed on the official nomination form which must be accompanied by a written statement by the candidate giving full particulars of the candidate's education, experience and professional work. 14.2 The nomination form of every applicant for election to Affiliateship or Honorary Affiliateship who complies with the requirements of Bye-law 6 shall be forwarded to the Secretary of the Chapter within whose territory the candidate is domiciled or is employed for submission to the Chapter Council which shall enquire into the fitness and qualification of the applicant so nominated. 14.3 In the event of the Chapter Council being of the opinion that the candidate is eligible and qualified for election the application form shall be approved by the Chapter Council and this approval will be notified to the Secretary. 14.4 In the event of the Chapter Council not being of such an opinion, the application shall be returned to the Secretary together with a statement setting out the reasons for such opinions. 14.5 The nomination form of an applicant for election to Affiliateship or Honorary Affiliateship who complies with the requirements of Bye-law 6 who is domiciled outwith Scotland shall be considered by the Secretary who shall enquire into the fitness and qualification of the applicant so nominated, and form an opinion as to whether the candidate is eligible and qualified for election, or not. 14.6 The application shall thereafter be dealt with in accordance with Bye-law 15. 15 Election to Membership Miscellaneous Provisions 15.1 All application forms whether for Fellowship, Honorary Fellowship, the class of Member, Student Membership, Affiliateship or Honorary Affiliateship shall be submitted to the first convenient meeting of the Council and dealt with in accordance with the provisions of this Bye-law. RIAS Charter and Byelaws: Current Version 20.05.13 10

15.2 A candidate for election, either as a Fellow or Member whose occupations cover more than one of the categories described in Bye-laws 3 or 4 shall state on the nomination form the occupation in respect of which the candidate wishes the application to be considered. 15.3 The election of candidates shall take place at the Ordinary Meetings of the Council. 15.4 Voting at the election of candidates shall be by show of hands or by a ballot at the option of the Council and a candidate shall be elected if supported by a two thirds majority of the members of the Council present entitled to vote and voting. 15.5 The decision of the Council shall be final and the Council shall not be required to give a reason for refusing to elect any person to membership. 15.6 The Secretary shall inform all successful candidates of their election and shall require them to sign a Declaration that they shall be bound by the Charter, Bye-laws and regulations of the Royal Incorporation and of their Chapter. No candidates shall be entitled to the rights and privileges of membership until they have signed and returned the said Declaration to the Secretary and have paid their first subscription to the Royal Incorporation and, if required, to their Chapter. 15.7 In the event of any candidate failing to comply with these requirements within two months of the date of election, such election shall be void unless the delay be satisfactorily explained to the Council of the Royal Incorporation. 15.8 No candidate for election in any Class of Membership who has failed to gain election shall be proposed again within a period of 12 months. 16 Privileges and Obligations of Members 16.1 A Fellow may use the initials FRIAS after the Fellow s name and a Member may use the initials RIAS after the Member s name. 16.2 Every Honorary Fellow, Fellow, Member, Student, Honorary Affiliate and Affiliate shall be entitled to receive a Certificate of membership or Diploma in respect of the class to which the Member belongs and shall be, so long as the Member remains a member of the Royal Incorporation, entitled to hold the said Certificate or Diploma. 16.3 Every Certificate or Diploma so issued shall be in such a form as the Council may from time to time determine. It shall be the property of the Royal Incorporation, and in event of cessation of membership, it shall be returned to the Council and shall be recoverable on demand. 16.4 Every member shall be required to furnish particulars of the member's addresses, private and official, and of any official position and appointment held, and of any changes thereof within 2 months of such a change, both to the Secretary and to the Secretary of his or her Chapter. 17. Resignation and Cessation of Membership 17.1 Intimation of all resignations shall be made in writing, and addressed to the Secretary and to the Secretary of the Chapter to which the resigning member belonged. Resignations or cessations of membership from any cause shall not release the Member concerned from any obligation the member may have incurred to the Royal Incorporation or to any of its Chapters. Any member tendering resignation as aforesaid shall forward with such letter of resignation the Certificate of membership or Diploma. No notice of resignation received after 31st January in any year shall relieve a member of liability to pay the annual subscription for the year then current. 17.2 Resignation from or cessation of membership shall terminate the membership both in the Royal Incorporation and in the Chapters. Members resigning or otherwise ceasing to be members shall forfeit all interest in the funds or property of the Royal Incorporation and if its Chapters, and such interest shall remain vested in the Royal Incorporation and in such Chapters. 17.3 Upon receipt of such notice of resignation and simultaneously with minuting such cessation of membership, the Secretary shall thereupon notify the Chapter concerned. RIAS Charter and Byelaws: Current Version 20.05.13 11

17.4 Candidates for readmission must comply with such of the Bye-laws relating to admission and such other terms and conditions as the Council may think fit to require in each individual case. 18. Discipline 18.1 The Council shall put in place formal procedures for handling of complaints. 18.2 Any member contravening the Declaration signed by the member or conducting himself or herself in a manner which in the opinion of the Special Committee of the Disciplinary Panel is derogatory to his or her professional character or engaging in any occupation which in the opinion of the Special Committee of the Disciplinary Panel is inconsistent with the profession of an architect shall, following investigation and disciplinary procedures as approved by the Council from time to time be liable to reprimand, suspension or expulsion. 18.3 Where a complaint against a member is considered and determined by the Architects Registration Board or any successor to it, the Council shall be entitled to accept, adopt and apply the findings of the Architects Registration Board both in relation to the merits of the complaint and any penalty imposed as being the appropriate disposal of a complaint involving a breach of Byelaw 18.2 without holding any further enquiry or proceedings provided always that the Council shall have before it a copy certified by the Clerk or other authorised official of the Architects Registration Board of their findings. The Council shall not however be obliged if it so resolves, to adopt and apply the determination of the Architects Registration Board. 19. Subscriptions 19.1 The amount of annual subscription and entrance fees payable to the Royal Incorporation and/or to any Chapter be determined by decision of the Council from time to time. 19.2 The Council shall be authorised to fix the entrance fee payable for any class of membership of the Royal Incorporation and for membership of any Chapter, providing that any entrance fee payable shall not exceed the amount of a subscription payable by a Fellow from time to time. Annual subscriptions applicable to a Chapter shall not be more than half the annual subscription payable by a Fellow, Member, Affiliate or Student as the case may be and shall be subject to approval by the Council. 19.3 All subscriptions shall be payable in advance and every member shall be liable for the payment of the member's subscriptions until the member ceases to be a member either by resignation or under the foregoing Bye-laws. 19.4 The name of a member whose annual subscription is in arrears for three months or more shall be placed before the Council. A member whose annual subscription remains in arrears for six months or more if so proved, shall be removed from the Register of members and of the Chapter. Reasonable notice, however, shall be given to the member by the Secretary of the intention to place the member's name before the Council under this Bye-law. 20. The Council 20.1 The Council shall consist of the President, Past President, Vice Presidents, Chapter Representatives elected in accordance with the provisions of Bye-laws 24 and 37.6.4, Incorporation Representatives elected in accordance with the provisions of Bye-law 25, the convenors of all RIAS full committees and Student Representatives (if co-opted in accordance with Bye-law 20.3); members of the Council of the RIBA who are elected to represent the RIBA in Scotland and/or are nationally elected representatives resident in Scotland; co-opted members appointed in accordance with the provisions of Bye-law 20.2; and Board members of the Architects Registration Board or any successor to it who are resident in Scotland as ex-officio members. 20.2 The Council may co-opt not more than 6 representatives from the Fellowship and Member classes of membership. 20.3 The Council may co-opt not more than 2 Student Representatives from the student membership to be in attendance; they shall not have voting rights. RIAS Charter and Byelaws: Current Version 20.05.13 12

20.4 The President RIBA shall be a voting member of RIAS Council. 21. The President The President, who must be a Fellow, shall be elected annually by the Council and shall be installed at the Annual General Meeting to serve for one year, although the President may be re-elected for one further year. If present, the President shall preside at all meetings of the Royal Incorporation and of the Council and shall be ex officio a member of all Boards, Committees or Working Groups of the Royal Incorporation. 22. Past President The Past President shall be the last President to have demitted office if willing to serve, and failing such, any previous holder of the position, who may be elected by the Council. 23. Vice-Presidents 23.1 The Vice-Presidents shall be the Presidents of the several Chapters. 23.2 In case of the absence of the President, or of the President's inability to act, the duties shall devolve firstly on the Past President or, if he/she is not available to act, a Vice President selected by Council. 24. Chapter Representatives 24.1 Each Chapter shall be represented on the Council, and the number of their representatives, until otherwise determined by the Council, shall be as follows: 2 from the Aberdeen Chapter; 2 from the Dundee Chapter; 5 from the Edinburgh Chapter; 5 from the Glasgow Chapter; 1 from the Inverness Chapter; 1 from the Stirling Chapter. 24.2 Fellows and Members, whether in the Retired class or not, shall be eligible as Chapter Representatives on the Council. The Council shall determine the number of Representatives from any additional Chapters constituted in accordance with Bye-law 37.1. 24.3 A Chapter Representative may serve on the Council for not more than 3 consecutive years. 25. Incorporation Representatives There shall not be more than twelve Incorporation Representatives until otherwise determined by the Council who shall be elected by the general body of Fellows and Members. Incorporation Representatives may be either Fellows or Members, whether in the Retired Category or not. Incorporation Representatives shall be eligible to serve on the Council for a period of 3 years, and one third of their number shall retire each year. Those members retiring may offer themselves for re-election. The Council shall prepare a scheme providing for the nomination and election of Incorporation Representatives. 26. Vacancies in the Council 26.1 In the event of the office of President becoming vacant by resignation or otherwise, the Past President shall act as President until the next Annual General Meeting. Vacancies from similar causes in a Vice-Presidentship and in Chapter Representatives shall be filled by the appointment of another Member or Members from the Chapter or Chapters in whose Representation the vacancy or vacancies occur. In the event of a Chapter President being elected to the office of President of the Royal Incorporation, the Chapter concerned shall appoint one of its Vice-Presidents to fill the Chapter President's position as Vice-President of the Royal Incorporation until the next Annual General Meeting. 26.2 A member of the Council may resign by sending a letter of resignation in writing to the Secretary, and upon the expiration of 30 days from the date of sending in such resignation or upon the earlier acceptance by the Council, the member shall cease to be a member of the Council. RIAS Charter and Byelaws: Current Version 20.05.13 13

26.3 The office of a member of the Council shall be vacated if: 26.3.1 the member ceases to be a member or is suspended or excluded for any period from membership; or 26.3.2 the member is removed from the office by Resolution of the Royal Incorporation passed at a Special General Meeting; or 26.3.3 while a member such member becomes incapable by reason of mental disorder. 26.4 In the event of such a vacancy occurring in the Council for any reason, the Council shall be entitled to co-opt a member to fill the vacancy and such co-opted member shall serve on the Council until the next Annual General Meeting. 27. Council Officers In addition to the President, Past President and Vice-President, the Council may in its discretion appoint an Honorary Secretary and/or an Honorary Treasurer or such other officers as it may from time to time decide. 28. Procedures and Powers of the Council 28.1 The Council shall hold at least four meetings in the course of the year. Not less than one third of the total membership of the Council shall form a quorum. The President or any five members of the Council may by letter to the Secretary require a Special Meeting of the Council to be called. At least 4 days notice shall be given to each member of the Council at the address furnished by the member to the Secretary for this purpose. The non-receipt of a notice by a member of the Council shall not invalidate the proceedings of any meeting. The proceedings of any meeting of the Council or any Committee thereof shall not be invalidated either by any vacancy in the Council or Committee or by any irregularity in the appointment of a Council or Committee member. 28.2 The Council may appoint Committees and/or Boards from membership and may fix the quorum thereof and may delegate any of its powers to such Committees and/or Boards and make rules for regulating the proceedings of the Committees and/or Boards. 28.3 At meetings of the Council Fellows and Members present, entitled to vote and voting, shall have equal voting rights. In the case of the equality of votes the Chairman shall have a second or casting vote. 28.4 Voting shall in the first instance be by show of hands and shall be by a simple majority of those present, entitled to vote and voting; if a poll is demanded by at least 15 Fellows and/or Members the person chairing shall order a poll to be taken in such a manner as the person chairing thinks fit including the appointment of scrutineers. In addition, the person chairing shall have a casting vote on all occasions that a vote is taken. 28.5 The demand for a poll shall not prevent the meeting from transacting business which is not the subject of such demand. 28.6 The person chairing may with the consent of the majority of those present and entitled to vote and voting adjourn the meeting from time to time and from place to place. 28.7 Any member may, if the Council so authorises, be recompensed for any expense actually incurred by such member in the business or on behalf of the Royal Incorporation. 28.8 The Council may from time to time appoint 2 or more of its members to act as Attorneys either generally or specifically with such powers and for such periods as may be determined. 28.9 Conference The Council may make arrangements for conferences for the consideration of subjects of interest to the architectural profession, the reading of papers and delivery of lectures. RIAS Charter and Byelaws: Current Version 20.05.13 14

28.10 Responsibility The Council shall be empowered to exercise the powers and duties in Scotland of the RIBA on such terms as may be from time to time agreed. 28.11 Secretary and Treasurer/Chief Executive Officer The Council shall appoint a Secretary and Treasurer / Chief Executive Officer who shall be responsible to the Council and subject thereto. The appointee shall conduct the administrative business of the Royal Incorporation. 29. Special and General Meetings 29.1 An Annual General Meeting of the Royal Incorporation shall be held each year in such place as shall be decided by the Council: 21 days' notice of the Annual General Meeting shall be given to all members. 29.2 The business at an Annual General Meeting shall include: 29.2.1 Submission of the Annual Report of the President and Council. 29.2.2 Submission of the Annual Accounts 29.2.3 The installation of the President. 29.2.4 Report of the election for Incorporation Representatives to serve on the Council for the ensuing 12 months. 29.2.5 Such other business as is allowed by the President and is competent for consideration at a General Meeting. 29.3 The Council may call general Meetings of the Royal Incorporation giving 21 days' written notice thereof to all members whose registered address is within Scotland for such purposes (excluding subjects reserved for Special General Meetings in accordance with Bye-law 29.5) as the Council may decide. The notice calling the meeting shall incorporate an Agenda of the item(s) to be discussed and/or the Resolution(s) to be put to the meeting. Any Resolution(s) must be passed by a majority of those members present and entitled to vote and voting. Any amendment to a Resolution set out in the notice calling the meeting shall be proposed and seconded and submitted to the Secretary not less than 7 days before the date of the General Meeting. 29.4 The Council will call a Special General Meeting of the Royal Incorporation on giving 21 days' written notice to all members whose registered address is within Scotland and shall do so at the written request of not less than 30 Fellows and/or Members. If the Council fails to call a Special General Meeting within three months of receipt of such written request, the members making the request or not less than 25 of them may convene a Special General Meeting to be held at such time and place as they may decide, but subject otherwise to the provisions of these Bye-laws. 29.5 A Special General Meeting shall be summoned for the following purposes only: 29.5.1 To approve the adoption of new Bye-laws or the repeal, alteration or suspension of existing Bye-laws. 29.5.2 To approve the issue of a Statement of Professional Conduct. 29.5.3 For a special purpose stipulated in the notice calling the meeting. 29.6 No business apart from that stipulated in the notice calling the meeting shall be transacted, and a Resolution put to a Special General meeting must be carried by at least three quarters of those present and entitled to vote and voting. RIAS Charter and Byelaws: Current Version 20.05.13 15