ISTC Articles of Association

The Companies Acts, 1985 - Company Limited by Guarantee and not having a Share Capital.

1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:

Words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender only shall include the feminine gender.

Subject as aforesaid, any words or expressions defined the Acts or any statutory notification thereof in force at the date on which these presents become binding on The Institute shall if not inconsistent with the subject or context, bear the same meanings in these presents.

2. The Institute is established for the purposes set out in the Memorandum of Association.

Membership

3. The provisions of Sections 352 and 353 of the Companies Acts shall be observed by The Institute, and every member of the Institute shall sign a written consent to become a member.

4. Membership of the Institute shall be open to those persons or bodies who, at the time of their application for admission, are wholly or in major part professionally engaged or employed in the field of scientific and technical communication as defined in clause 3 (b) of the Memorandum of Association. Temporary unemployment shall be disregarded for the purposes of this Article.

There shall be six classes of membership:

(i) Fellows
(ii) Members
(iii) Associate Members
(iv) Students
(v) Honorary Fellows
(vi) Institutional Affiliates (i.e. Businesses, Companies & Educational Establishments).

5. Fellows shall be those persons admitted by the Council at its absolute discretion, and who:

a. have been corporate members for at least two years and
b. have held a responsible position in the field of scientific or technical communication for at least four years and can satisfy the Council that they
c. either
have a comprehensive knowledge of the techniques of scientific or technical communication
or
have a special knowledge of some aspect of scientific or technical communication.

6. Members shall be those persons admitted by the Council at its absolute discretion and who either:

(a) possess an acceptable qualification and have had at least five years' experience of a type acceptable to the Council, of which they must have spent at least two years in the practice of scientific or technical communication in a responsible position
or
(b) have had at least five years' experience in the practice of technical communication, three years of which must have been in a responsible position, andcan satisfy the Council that they have a comprehensive knowledge of the techniques of scientific or technical communication

7. Associate Members shall be those persons admitted by the Council at its absolute discretion and who: wish to be associated with the Institute to further their knowledge of scientific and technical communication.

8. Students shall be those persons admitted by the Council at its absolute discretion and who:

(a) have enrolled in a formal course of further education that will eventually enable them to undertake duties in the field of scientific and technical communication
or
(b) are in full-time employment in the field of scientific and technical communication and are studying by on-the-job training or otherwise with the intention of achieving a qualification in a subject or subjects relevant to scientific and technical communication.
Student members must apply for a transfer to the grade of Associate Member immediately after they have passed an appropriate examination or examinations in a subject relevant to scientific and technical communication. In other cases membership in this grade will be reviewed not later than three years after admission.
(Changed 30th AGM, 5/10/2003)

9. Honorary Fellows shall be those persons elected to the grade by the Council at its absolute discretion and who in the opinion of the Council have rendered outstanding service to the profession of scientific and technical communication. The number of Honorary Fellows shall not at any time exceed twenty (20). Recommended to Council by the Membership Committee.

10. Business Affiliates shall be those organisations (i.e. Businesses, Companies and Educational Establishments) admitted by the Council at its absolute discretion and who

(a) employs scientific and technical communicators as may from time to time be determined by the Council and as set out in the Bye-laws of the Institute
and
(b) provide education or training in the field of scientific and technical communication as may from time to time be determined by the Council as set out in the Bye-laws of The Institute.

11. Except as the Council may determine, before any person/affiliate can be admitted to membership, or transferred from one class of membership to another, he/it must sign and deliver to The Institute an application in such term as the Council shall require.

12. The Council shall have the right to decide (without giving any reason therefore) all questions relating to the admission or rejection of any person to membership of any class, and no person shall be admitted to membership of any class unless he is first approved by the Council. Properly qualified members of any class, at the absolute discretion of the Council and subject to any requirements contained in these Articles, may, on application, be transferred to another class.

13. The rights and privileges of every member of any class of membership shall be personal to himself/itself and shall not be transferable or transmissible by his own act or by law except for the giving of proxies.

14. Every member shall, following his election, receive a certificate specifying the class of membership. This certificate shall remain the property of and shall on demand be returned to The Institute.

15. Fellows and members of The Institute may, for the purpose of indicating their class of membership, use the following abbreviated designations after their names:

Fellow......... FISTC
Member...... MISTC

Associate Members, Students, Hon Fellows and Affiliates shall not indicate their membership.

16. The application fee payable by a member on his election or transfer to any class of membership of The Institute, and his annual subscription, shall be as specified in the Bye-laws of The Institute.

17. Subscriptions shall be payable in advance and shall become due on the 1st January of each year, or where appropriate on the anniversary of first being admitted to membership. Subject to the provisions of article 14, an election or transfer shall be deemed to have been made on the date when the member's application was approved by the Council, but if an applicant desires, an election or transfer made in November or December may be post-dated to 1st January of the following year.

18. The election of a candidate for admission or the transfer of a member to another class of membership, shall not be considered complete, and his name shall not be entered accordingly in the register of members of The Institute, until he:

(i) has lodged with the Secretary a signed statement expressing both his desire to become a Member of The Institute in the class offered by the Council (or to be transferred to the class offered), and his willingness to undertake all the responsibilities appertaining to the said class; and
(ii) has paid the appropriate application fee and annual subscription according to the scales laid down in the Bye-laws.

Until such time as both the foregoing conditions shall have been satisfied, a candidate or applicant shall not be deemed to be a Member (or to have effected a transfer in membership class), nor shall he be entitled to exercise or enjoy the rights and privileges of membership (or membership in the new class). If payment of the appropriate application fee and annual subscription shall not have been received within three months of election, then the election shall be declared null and void.

19. A Member of The Institute shall cease to be a Member if any one or more of the following apply:

(a) if he resigns his membership by giving notice in writing of his intention to resign;
(b) if he becomes of unsound mind;
(c) if after the issue of at leasst two requests for payment there shall be default for a period of three months in the payment of any subscription payable by him to The Institute, unless the Council considers there to be extenuating circumstances; or
(d) if he is removed from membership under Articles 20 or 21 of these Articles.

Provided always that any Member who ceases to be a Member shall remain liable for all subscriptions and contributions due from or imposed upon him up to the date when he shall cease to be a Member.

20. Any Member whose membership lapses as a result of non-payment of subscriptions may be re-admitted, at the discretion of the Council, on payment of the application fee and an annual subscription for the appropriate class.

21. Any Member may be removed from membership of The Institute by resolution of a majority of at least three-fourths of the Members of the Council present and voting at a Council Meeting at which not less than two-thirds of the total number of members of the Council shall be present. Such Members shall have seven clear days notice sent to him of the Council Meeting and he shall be entitled to attend the meeting and be heard in defence but shall not be entitled to be present at the voting or take part in the proceedings otherwise than as the Council shall permit.

Professional Conduct

22. The following regulations shall govern the standard of professional conduct of members of The Institute.

(i) Every member of any class or grade is required so to order his actions as to uphold the highest traditions of professional conduct;

(ii) Every Corporate member in whatever capacity he may be engaged, is required so to order his conduct as to uphold the dignity of his profession, and to act in a strictly fiduciary manner towards his clients or employers, towards others with whom his work is connected, and towards other members, in a manner consistent with the high standard set by The Institute.

(iii) Every member of any class or grade-insofar as he shall be engaged or employed in any advisory or consultative capacity-shall observe and be bound by the following regulations:

a. He shall act in a strictly fiduciary manner to his clients, and his charges to such clients shall constitute his only remuneration in connection with such work, except as provided by paragraph (d) of this article;

b. He shall not accept any trade commissions, discounts, allowances, or indirect profit in connection with the work upon which he is engaged;

c. He shall not, without disclosing the fact in writing to his clients, be a director or member of, or a shareholder in or act as agent for, any contracting or manufacturing company or firm or business with which he may have occasion to deal on behalf of his clients, or have any financial interest in such a business;

d. He shall not receive, directly or indirectly, any royalty, gratuity or commission on any patented or protected article or process used on work which he is carrying out for his clients, unless such royalty, gratuity or commission has been authorised in writing by those clients;

e. He shall not under any circumstances improperly solicit advisory or consultative work, either directly or by an agent, nor shall he pay, by commission or otherwise, any person who may introduce clients to him;

f. He shall not be the medium of payments made on his clients' behalf to any contractor or business firm (unless specially so requested by his clients), but shall only issue certificates or recommendations for payment by his clients.

Any alleged breach of this Article which may be brought before the Council, properly vouched for and supported by sufficient evidence, shall be investigated, and if proved, shall be dealt with by the Council, either by expulsion of the offender from The Institute under the procedure of Article 21, so far as it applies, or in such other manner as the Council may think fit.

Meetings

23. The Institute shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Council, and shall specify the meeting as such in the notices calling it, provided that every General meeting except the first shall be held not more than fifteen months after the holding of the last preceding General Meeting, and that so long as The Institute holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.

24. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.

25. The Council may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition as is provided by Section 132 of the Acts, or on a requisition in writing by not fewer than fifty Corporate members.

26. At least twenty-one days notice in writing of every Annual General Meeting and of every meeting convened to pass a special resolution and at least fourteen days' notice in writing of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to all members, and such other persons (including the Auditors) as are under these presents or under the Bye-laws or under the Acts entitled to receive such notices from The Institute; but with the consent of all members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Acts in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit.

27. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate the proceedings at that meeting or any resolution passed thereat.

Proceedings at General Meetings

28. All business that is transacted at an Extraordinary General Meeting shall be deemed special, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of: the income and expenditure account and balance sheet, and the report of the Council and of the Auditors; the election of members of the Council, and the appointment of, and the fixing of the remuneration of, the Auditors.

29. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided, fifteen Corporate members personally present shall be a quorum.

30. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other date, time and place as the Chairman of the meeting shall appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.

31. The President of The Institute for the time being shall preside as Chairman at every General Meeting, but if at any meeting he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or if he shall be unwilling to preside, the Vice-President, if present and willing to act shall preside, or, failing him, the Corporate members present shall choose some member of the Council, or if no such member be present, or if all the members of the Council present decline to take the chair, they shall choose some Corporate member of The Institute who shall be present to preside.

32. The Chairman of any General Meeting may (and shall, if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members other than those from whom a formal apology for absence has been received shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

Save as otherwise provided in these presents, the proceedings at all General Meetings shall be governed by such Standing Orders as are included in the Bye-laws and by commonly accepted practice.

33. At any General Meeting a motion put to the vote of the meeting shall be decided on a show of hands by a majority of the Corporate members present in person and entitled to vote, unless before or upon the declaration of the result of the show of hands a poll be demanded by the Chairman of the meeting or by at least five Corporate members present in person or by proxy and entitled to vote. Unless a poll be so demanded by the Chairman of the meeting that a motion has been carried, or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect made in the minute book 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 that motion. The demand for a poll may be withdrawn.

34. Subject to the provisions of Article 38 of these presents, if a poll be demanded in manner aforesaid, it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

35. No poll shall be demanded on the election of a chairman of a meeting or on any question of adjournment.

36. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.

37. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than a motion on which a poll has been demanded.

Votes of Members

38. At all meetings of The Institute every Fellow and Member shall on a show of hands or on a poll have one vote only. Every Associate Member, Student, Honorary Fellow and Institutional Affiliate Members shall have the right to be present at such meetings and to take part therein but shall have no right to vote or to demand a poll. On a poll votes may be cast personally or by proxy.

39. No objection shall be raised to the qualification of any voter except at the meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.

40. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing and witnessed. A proxy must be a Corporate member The Institute.

41. The instrument appointing a proxy and the power of attorney or other authority if any under which it is signed, or a notorially certified copy of that power of authority, shall be deposited with the Chairman of the meeting or the Secretary of The Institute not less than 48 hours before the time for holding the meeting or the adjourned meeting or the poll at which the person named in the instrument proposes to vote and in default the instrument of the proxy shall be treated as invalid.

42. An instrument appointing a proxy shall be in any reasonable and recognised form of which the Council shall approve and shall state the precise meeting at which it is to be used and whether it is to be used for or against a particular motion.

43. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll and any instrument appointing a proxy shall be deemed to confer authority to vote at any adjournment of a meeting for which the instrument of proxy was applicable.

44. A vote given in accordance with the terms of an instrument appointing a proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Chairman of the meeting or the Secretary of The Institute before the commencement of the meeting at which the proxy is used.

Council of Management

45. The business of The Institute shall be managed by the Council which shall be elected by the members of The Institute as provided for in Articles 52 to 54 inclusive save as otherwise provided in Article 48. The Council shall consist of Officers and Ordinary Members of Council.

46. The number of members of the Council, including the Officers, shall be not less than twenty or more than thirty.

47. Only Corporate members of The Institute may be members of the Council (Changed May 1991).

48. The first members of the Council shall be the subscribers to the Memorandum of Association, who shall appoint from their number the first Officers of The Institute.

49. The Council may from time to time appoint any eligible Corporate member of The Institute as a member of the Council, either to fill a casual vacancy or by way of addition to the Council, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain his office only until the next Annual General Meeting, when his appointment shall be subjected to election as provided in these presents. The number of members thus appointed shall not at any time exceed six (6) and no member so appointed shall serve as an Officer of The Institute.

50. Of the first Ordinary Members of the Council, one-third, or if their number is not a multiple of three then the number nearest to one-third, shall retire at each of the first, second and third Annual General Meetings. Such members of the Council to retire at the first and second Annual General Meetings shall, in the absence of agreement, be selected from among them by lot. Subject to the aforesaid provisions, Ordinary Members of the Council shall retire at the next Annual General Meeting upon having completed three consecutive years in office.

51. All Ordinary Members of the Council to retire as provided in Article 50 shall be eligible for re-election to the Council for a further period of three years (Changed May 1985).

52. Not later than twelve clear weeks before the notified date of the Annual General Meeting, a list of members of Council retiring at the next Annual General Meeting shall be sent by post to each member of The Institute. This shall be accompanied by a list of nominations proposed by Council for election of Ordinary Members, also by a form for nominations by members. Each nomination shall be proposed and seconded by Corporate members and endorsed by five supporters, two of whom may be Non-corporate members. The nomination form shall be signed by the nominee as consenting to the nomination and sent to the Secretary so as to be received not less than six clear weeks before the notified date of the Annual General Meeting. Should the number of nominees for Council exceed the number of vacancies, a postal ballot shall be held.

53. If a postal ballot is held, ballot papers shall, not less than 21 days prior to the notified date of the Annual General Meeting, be sent to all Corporate members of The Institute, to be returned and received by the Secretary not less than seven days before the Annual General Meeting. Two scrutineers shall be declared at the Annual General Meeting.

54. Newly elected members of Council shall take up their appointments immediately after the conclusion of the Annual General Meeting at which they were declared elected. This shall apply notwithstanding any adjournment of the Meeting, and if a meeting is adjourned the new members of Council shall hold office during the adjourned meeting.

55. The Council shall have power at any time and from to time to appoint any non-Corporate member of The Institute as a co-opted member of the Council until the next Annual General Meeting: provided that the total number of co-opted members shall not at any time exceed three: that co-opted members shall not have the right to vote at Council meetings, and shall not be considered as members of the Council for the purposes of Articles 45 to 58 inclusive. (Changed May 1991)

56. The members for the time being of the Council may act notwithstanding any vacancy in their body: provided always that the case the members of the Council shall at any time be or be reduced in numbers to fewer than ten, it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of The Institute, filling vacancies in their body or summoning a General Meeting, but not for any other purpose.

Officers of the Institute

57. The Officers of The Institute shall be the President, Vice-President, Immediate Past President and Honorary Treasurer.

58. The Council may at any time and from time to time appoint any elected member of the Council to be an Officer of The Institute, or transfer an Officer from one Office to another either for the purpose of filling a casual vacancy or to replace an Officer who retires under the provisions of Article 61.

59. The Officers of The Institute shall serve as Officers until the conclusion of the second Annual General Meeting following their first appointment, however that appointment was made. Any Officer retiring in manner aforesaid shall be eligible for re-appointment by the Council for a further term of one year and after that for one further term of one year. When an Officer retires after serving as an Officer for two, three or four years, he shall be eligible (or re-elected as an Ordinary member of Council) provided that the total length of his service on the council, both as an Ordinary member and as an Officer, does not thereby exceed the six-year limit imposed by Articles 50 and 51. If the six-year limit applies, the Officer shall not be eligible for re-election to Council until the Annual General Meeting following that at which he retires.

Provided that nothing herein shall allow any member of Council to serve both as an Ordinary member of Council and as an Officer for a single continuous period of more than eight years.

Provided also that the Office of Immediate Past President is not subject to the aforesaid regulations; a retiring President shall be eligible to hold the Office of Immediate Past President for a period of one year after his retirement and this one year may be in addition to any length of service referred to in this Article or in Articles 53 and 54.

Secretary

60. The Secretary shall be appointed by the Council for such time, at such remuneration and upon such conditions as they think fit and any Secretary so appointed may be removed by them. The provisions of Sections 1 77 and 1 79 of the Acts shall apply and be observed. The Council may from time to time by resolution appoint an Assistant or Deputy Secretary and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.

Disqualification or Removal of Members of the Council

61. A member of the Council shall cease to be a member of the Council:

a. if a receiving order is made against him or he makes any arrangement or composition with his creditors;

or

b. if he becomes of unsound mind;

or

c. if he ceases to be a Corporate member of The Institute;

or

d. if by notice in writing to The Institute he resigns his membership of the Council;

or

e. if he ceases to hold office by reason of any order made under Section 188 of the Acts;

or

f. if he is removed from office by a resolution duly passed pursuant to Section 184 of the Acts;

or

g. if he ceases to be a member by virtue of Section 185 of the Acts.

In addition and without prejudice to the provisions of Section 184 of the Acts, The Institute may by Extraordinary Resolution remove any member of the Council before the expiration of his term of office, and may by Ordinary Resolution appoint another qualified member in his stead; but any person so appointed shall retain his office only until the following Annual General Meeting, at which he can be nominated for election.

Powers of the Council

62. The Council may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of The Institute as they think fit and may exercise all such powers of The Institute and do on behalf of The Institute all such acts as may be exercised and done by The Institute and as are not by statute or by these presents required to be exercised or done by The Institute in General Meeting subject nevertheless to any regulations of these presents to the provisions of the statutes for the time being in force and affecting The Institute and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by The Institute in General Meeting but no regulation made by The Institute in General Meeting shall invalidate any prior act of the Council which would have been valid if such regulations had not been made.

Proceedings of the Council

63. The Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Except as provided under Articles 55 and 56 of these present, five members of Council shall be a quorum. (Changed 30th AGM, 5/10/2003)

Questions arising at any meeting shall be decided by a majority of votes subject to the provisions of Article 21. Every elected member and appointed member of the Council present shall have one vote and in case of an equality of votes the Chairman of the meeting shall have a second or casting vote. (Changed May 1991)

64. On the request of the President, or on the request of not less than five members of Council, the Secretary shall at any time summon a meeting of the Council by notice in writing to the several members of the Council. Not less than three days notice shall be given of such meetings, exclusive of the day on which the notice is given or deemed to have been given and of the day on which the meeting is held. Such notice shall not be necessary when the Council have arranged to meet at a regular time and place on the same day or days in every month. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of a meeting. (Changed 30th AGM, 5/10/2003)

65. The President or in his absence the Vice-President shall preside at all meetings of the Council. If at any meeting neither the President nor the Vice-President is present within ten minutes of the time appointed for the holding of the meeting, the members of the Council present shall choose one of their number to be Chairman of the meeting.

66. A meeting of the Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of The Institute for the time being vested in the Council generally.

67. Subject to the provisions of Article 75, the Council may delegate any of their powers to committees consisting of such member or members of the Council as they think fit and persons who may or may not be members of The Institute may be co-opted on to any committee. The total number of persons co-opted on to any committee not being Corporate members of The Institute shall not exceed one-third of the total number of the members of such committee and such co-opted persons shall not be entitled to vote at meetings of the committee. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations imposed on it by the Council. The meetings and proceedings of any such committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the Council.

68. The Council may at any time or from time to time appoint an ad hoc committee consisting of such persons as the Council may select to consider and report on any specific matter or matters.

69. All acts bona fide by any meeting of the Council or of any committee of the Council or by any person acting as a member of the Council shall notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid or that they or any of them were disqualified be as valid as if every person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.

70. Each member of the Council or of any committee appointed by the Council and each officer of The Institute shall be indemnified out of the funds and property of The Institute to such extent as the Council shall approve from and against such costs, charges, damages and expenses as he may sustain by reason of his accepting office or acting in execution of the duties or powers imposed upon or given to him by these presents or the Bye-laws of The Institute.

71. Each member of the Council and each member of The Institute in his capacity as member of any council, committee or other body duly appointed by or with the approval of the Council for the purposes of The Institute shall be accountable in respect of his own acts only and he shall not be accountable for any acts done or authorised to which he shall not have expressly assented and no member of any body shall incur any personal liability in respect of any loss or damage incurred through any act, matter or thing done, authorised or suffered to be done by him being done in good faith for the benefit of The Institute although in excess oh his legal power or incurred through any omission1 error judgement or oversight on his part.

72. The Council shall cause proper minutes to be made of all elections and appointments of officers made by the Council and of the proceedings of all meetings of The Institute and of the Council and of committees of the Council and all business transacted at such meetings and any such minutes of any meetings if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

73. A resolution in writing signed by all the members for the time being of the Council or of any committee of the Council who are entitled to receive notice of a meeting of the Council or of such committee shall be valid and effectual as if it had been passed at a meeting of the Council or of such committee duly convened and constituted.

74. The Council shall have power to arrange sessional meetings and otherwise to provide a forum for the interchange of ideas between members and others by means of conferences, meetings, discussions, symposia and such other means as may be decided, provided that no business connected with the management or administration of the affairs of The Institute shall be transacted at any such meetings, and the Council may make, repeal and vary such regulations as they think fit for regulating attendances and proceedings at any such meetings, including the conditions under which visitors may be received or introduced.

75. The Council may delegate any of its powers under Article 74 to a committee, the members of which shall be appointed annually by the Council.

The Seal

76. The Seal of The Institute shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of at least two members of the Council and of the Secretary and the said members and Secretary shall sign every instrument to which the Seal shall be so affixed in their presence and in favour of any purchaser or person bona fide dealing with The Institute such signature shall be conclusive evidence of the fact that the Seal has been properly affixed.

Bye-Laws

77. The Institute may from time to time by Extraordinary Resolution of a General Meeting make such Bye-laws as The Institute may deem fit and from time to time rescind or vary and make others in their stead, provided that such Bye-laws for the time being may not in any respect be repugnant to the Laws of England or inconsistent with the express provisions of these presents, and provided also that no Bye-laws shall be made under this power which would amount to such an addition to or alteration of these Articles as could only legally be made by Special Resolution. A Bye-law shall not make either valid or invalid any prior act which would have been invalid or valid if such Bye-law had not been made.

Area Groups

78. The Council may from time to time form Area Groups, consisting of members of The Institute drawn from within an area specified by Council, who will act together to arrange meetings and generally promote the objects of The Institute as set out in the Memorandum of Association. (Changed May 1993)

79. Each Area Group shall appoint Officers as specified by Council and these officers shall be Corporate members of The Institute unless the Council shall otherwise approve. All Officers of an Area Group shall be elected by the Corporate Members of The Institute ordinarily resident, or whose place of work is within the boundaries of the Area at a general meeting of the Area Group. All Officers so elected shall serve for a period as specified by council but must retire at the end of such period. Any Officers so retiring are eligible to offer themselves for re-election. The Council may, at its sole discretion from time to time, appoint as an ex-officio member of the Council any of the Officers of any Area Group, and a person so appointed shall be entitled to receive notice of and attend such Council meetings as the Council may direct ( but not to vote thereat), but he shall not be deemed to be a member of the Council for these presents or of the Acts. Any such appointment may be rescinded by the Council at its absolute discretion. (Changed May 1993)

80. Rules governing the conduct of the affairs and meetings of an Area Group shall be determined by the Council, subject always to the provisions of these presents. The Council shall approve the boundaries of the area covered by an Area Group and shall have the power to dissolve an Area Group at any time after it has been formed.

81. The Council may authorise the payment of grants, either annually or otherwise, to Area Groups for use in furthering the objects of The Institute; such grants may be made conditional or unconditional as the Council may determine. The officers of each Area Group shall cause proper books of accounts to be kept and a statement of account shall be submitted to the Council annually or as the Council shall determine.

Specialist Sections

82. Specialist Sections of The Institute may be formed by the Council and may compromise such classes or grades of membership of The Institute as the Council may think fit. Specialist Sections may be formed jointly with other organisations, subject to the approval of Council.

83. The Council shall determine the specialisations with which each Specialist Section shall deal, and shall make rules as to the conduct of the affairs and meetings of the Sections and as to the functions which they shall perform, subject always to the provisions of these presents and shall have power to dissolve any Specialist Section at any time after it has been formed. The control of any Specialist Section may be vested in a committee appointed by the Council, and the Council may appoint as members of such a committee those members who have been provisionally selected (or elected) by the members desirous of forming a Specialist Section.

Accounts

84. The Council shall cause proper books to be kept with respect to:

a. all sums of money received and expended by The Institute and the matters in respect of which such receipts and expenditure take place;

and

b. all sales and purchases of goods by The Institute

and

c. the assets and liabilities of The Institute.

Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true and fair view of the state of The Institute's affairs and to explain its transactions.

85. The books of account shall be kept at the registered office, or subject to Section 147(3) of the Acts, at such other place or places as the Council shall think fit and shall be open to the inspection of the members of the Council.

86. The Institute in General Meeting may from time to time make reasonable conditions and regulations as to the time and manner of the inspection of the accounts and books of The Institute, or any of them, and subject to such conditions and regulations the accounts and books of The Institute shall be open to the inspection of members at all reasonable times during business hours.

87. At every Annual General Meeting the Council shall lay before The Institute a proper income and expenditure account for the period since the last preceding accounts (or in the case of the first account since the incorporation of The Institute) made up to date not more than five months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and the Auditors, and copies of such account, balance sheet and reports and of any other documents required by law to be annexed or attached thereto or to accompany the same shall, not less than twenty-one clear days before the date of the meeting, subject nevertheless to the provisions of Section 158(1)(c) of the Acts, to be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served. The Auditors report shall be open to inspection and be read before the meeting as required by Section 162 of the Acts.

88. No Officer, Ordinary Member, or servant of the Council shall incur expenditure on behalf of or pledge the credit of The Institute without the prior written authority of the council.

Audit

89. Once at least in every calendar year the accounts of The Institute shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.

90. Auditors shall be appointed and their duties regulated in accordance with Sections 159 to 162 of the Acts, the members of the Council being treated as the Directories mentioned in those sections.

Notices

91. Save as provided in Article 93 of these presents, notice of every General Meeting shall be given to every member of The Institute.

92. A notice may be served by The Institute upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members.

93. Any member described in the register of members by an address not within the United kingdom shall not be entitled to receive notices of meetings from The Institute. Provided that, if such a member gives an address within the United Kingdom at which notices may be served upon him, then he shall be entitled to receive such notices at that address.

94. Any notice, if served by post, shall be deemed to have been served on the second day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.

Updated at AGM of 5.10.2003.

See Also:

• Memorandum of Association

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