Articles of Association

The Companies Acts 1948-1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

Articles

 

Articles of Association of the Institute of Quarrying as adopted by Special Resolution passed on 3 June 2008.

 

GENERAL

 

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

 

WORDS                                           MEANINGS

 

The Act                                                     The Companies Act, 1985, including any statutory modification or re-enactment thereof for the time being in force.

These Articles                                 These Articles of Association as amended from time to time.

The Institute                                    The above-named Institute.

The Industry                                   The extraction and processing of minerals, including secondary minerals, recycled        materials, crushed and dimension stone.

The Council                                     The Council of Management for the time being of the Institute.

Affiliated National Institute          An affiliated overseas body incorporated with limited liability authorised by the Council under                   the Bye-Laws.

Bye-Laws                                         The Bye-Laws from time to time made by the Council under the powers vested in it by these       Articles.

Corporate members                        Honorary Fellows, Fellows and Members of the Institute who together are the members of the    Institute for the purpose of the Memorandum of Association, and 'corporate member' shall be                   construed accordingly.

Non-corporate members                Persons not being corporate members who are pursuant to the Bye-Laws non-corporate members             and for the purpose of clarity described as such in the Bye-Laws and 'non-corporate member'     shall be construed accordingly.

Affiliated Overseas Members       Members of Affiliated National Institutes who by reason of such membership are non-corporate                                                            members of the Institute and 'Affiliated Overseas Member' shall be construed accordingly.

Overseas Branch                            A national Branch established in a country outside the United Kingdom.

The Office                                        The registered office of the Institute.

The Seal                                           The common seal of the Institute.

The United Kingdom                     Great Britain, Northern Ireland, the Isle of Man and the Channel Isles.

Month                                              Calendar month.

In writing                                          Written, printed or typed, or partly one and partly another and other modes of representing or                                                            reproducing words in visible form.

 

And 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; and words importing persons shall include corporations.

 

Where in the Articles reference is made to persons being 'corporate members of Affiliated National Institutes', or other similar wording is used, the wording shall refer to members of Affiliated National Institutes who under the constitution of those Institutes hold similar grades to those of corporate members of the Institute.

                 

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

 

CORPORATE MEMBERS

 

2. The number of corporate members with which the Institute is registered is 5,000 but the Council may from time to time register an increase in corporate members.

 

3. The provisions of section 352 of the Act shall be observed by the Institute, and every corporate member of the Institute shall either sign a written consent to become a corporate member or sign the register of corporate members on becoming a corporate member.

 

4. The Institute is established for the purposes expressed in the Memorandum of Association.

 

5. The subscribers to the Memorandum of Association and such other persons as the Council shall admit to corporate membership in accordance with the provisions hereinafter contained shall be corporate members of the Institute.

 

6. A. There shall be three grades of corporate membership:

 

(i) HONORARY FELLOWS, being persons elected as such by the Council whose services to and current position in the Institute and/or the Industry are considered by the Council to merit such recognition.

 

(ii) FELLOWS, being persons elected as such by the Council who shall at the time of application have suitable qualifications and experience as determined in the absolute discretion of the Council and shall be engaged in the Industry and shall:

 

(a) have met the Membership requirements of the Institute;

and

(b) have at least seven years' experience in the Industry including four years in a position of senior managerial charge.

 

(iii) MEMBERS, being persons elected as such by the Council who shall at the time of application have suitable qualifications and experience as determined in the absolute power discretion of the Council and engaged in the Industry and shall:

 

(a) have passed the professional examination of the Institute or possess an exempting qualification;

and

(b) have completed a period of training and experience in the Industry, of which not less than three years shall have been in a position of responsible charge.

                 

B.  An Inspector of Mines and Quarries or a candidate having the same experience in a position of equivalent status may:

                                   

(i) be elected by the Council as a Fellow if he shall have had appropriate level of experience in the Inspectorate as determined in the absolute discretion of the Council and shall be exempt from the requirements of sub-clauses A. (ii) (a) and (b) hereof, and

 

(ii) be elected as a Member if he shall have had appropriate level of experience in the expectorate as determined in the absolute discretion of Council and shall be exempt from the requirements of sub-clauses A. (iii) (a) and (b) hereof.

                 

C. (i) No Honorary Fellow shall be elected other than by way of Resolution of the Council.

 

(ii) No Fellow shall be elected unless proposed by two persons who shall be Fellows.

 

(iii) No Member shall be elected unless proposed by two persons each of whom shall be a Fellow or a Member.

 

(iv) The Council shall in the case of every person proposed for membership have an absolute and uncontrolled discretion to refuse to elect such person without giving any reason for such refusal.

                 

D. For the purpose of clauses A. and B. hereof the expressions 'senior managerial charge', 'responsible charge', 'engaged in the Industry', 'exempting qualification', 'position of equivalent status' and 'experience in the Industry' shall have such meanings as may from time to time be determined by the Council at its absolute discretion.

                 

E. A candidate with no exempting qualification but having ten years' experience in the Industry, of which not less than five years shall have been in a position of managerial charge, may at the discretion of the Council be admitted as a Fellow and shall be exempt from the provisions of sub-clause A. (ii) hereof, but he shall be required either to pass specified papers from the professional examination of the Institute or present a thesis on an approved subject and, if required by the Council, submit to a viva voce test.

                 

F. On the transfer of the membership of an Overseas Branch to an Affiliated National Institute with the approval of and on the terms laid down by the Council in accordance with the Bye-Laws:

                                   

(i) An Honorary Fellow who is a member of that Branch shall remain a corporate member and

                                   

(ii) Any other corporate member who is a member of that Branch may remain a corporate member in his own right provided he gives written notice to the Secretary of the Institute of his wish to remain a corporate member within six months of that Branch becoming an Affiliated National Institute.

                                   

nothing in this clause shall prevent an Affiliated Overseas Member from applying to become a corporate member in his own right if he wishes to do so.

 

7. Every candidate for election to a grade of corporate membership shall complete such application form for membership as the Council shall from time to time prescribe whereby he shall agree if elected that he will, if not already a corporate member, become a corporate member of the Institute.

 

8. Corporate members of the Institute shall pay to the Institute such entrance fees and subscriptions as shall from time to time be prescribed by the Council and approved by the Institute in General Meeting.

 

9. Any corporate member may resign from corporate membership of the Institute upon giving three months' notice in writing addressed to the Secretary and expiring at the end of the Institute's financial year; a notice of resignation expiring at a time other than the end of the Institute's financial year shall if approved by the Council and unless withdrawn by the corporate member be deemed to be a notice of resignation expiring at the end of the financial year current on the date when such notice originally purported to expire. No notice of resignation shall in any way prejudice the liability for any monies due to the Institute by the corporate member concerned.

 

10. If any corporate member neglects to pay any monies due to the Institute within three months after the same shall have become due such corporate member shall on receiving written notice to that effect from the Council thereupon be suspended from all rights and privileges of membership and such suspension shall continue until the payment in full of all arrears of the corporate member so suspended or until the determination of the corporate membership of the suspended corporate member.

 

11. A. If the Council upon complaint of not less than twenty corporate members resolve that the Council is of the opinion that any corporate member of the Institute has committed a breach of any of these Articles or of any Bye-Laws, Code of Conduct, rules or regulations made thereunder or has been guilty of conduct prejudicial or tending to the prejudice of the Institute the Council shall forthwith give notice in writing to the corporate member alleged to be in default specifying the general nature of the complaint made against such corporate member and specifying a date not less than forty-eight hours from the date of such notice on which a meeting of a disciplinary panel appointed by Council will be held at which such corporate member may attend and make such explanation as such corporate member may desire.

                 

B. If after receiving the recommendations of the disciplinary panel or after further considering the matter if the corporate member concerned does not attend such meeting or make such explanation the Council by a resolution of not less than three-quarters of the members present at the meeting of the Council confirms its previous resolution such corporate member shall thereupon be suspended from the benefit of corporate membership of the Institute.

                 

C. Unless within seven days of such suspension the corporate member concerned shall by notice in writing addressed to the Secretary require the matter to be placed before the Institute in General Meeting such corporate member shall at the expiration of the said period of seven days cease to be a corporate member of the Institute without prejudice to such corporate member's liability to pay any sum then due to the Institute.

                 

D. If any corporate member suspended as aforesaid shall so require the matter to be placed before the Institute in General Meeting the Secretary shall call a General Meeting as soon as reasonably possible after the receipt of such notice. The corporate member alleged to be in default shall be entitled to receive the same notice of the said General Meeting as the other corporate members and shall have the same right to attend and make explanation as such corporate member had of attending before the disciplinary panel.

                 

E. If after hearing the aforesaid explanation or after considering the matter if the corporate member concerned does not attend or make such explanation, the Institute in General Meeting by resolution of not less than three-quarters of the votes cast at such meeting so resolves the suspended corporate member shall thereupon cease to be a corporate member of the Institute without prejudice however to anything done or omitted whilst such suspension has been in force.

 

NON-CORPORATE MEMBERS

 

12. A. The Council may from time to time make Bye-Laws providing for the election of persons to non-corporate membership. Those grades of non-corporate members known as Associates, Students and Affiliated Overseas Members shall not be corporate members but shall have such rights and privileges as the Bye-Laws shall from time to time provide.

                 

B. The corporate members and non-corporate members shall be comprised in such Branches or other groups as the Bye-Laws may from time to time provide.

                 

C. The Council may from time to time make Bye-Laws concerning Affiliated National Institutes and Affiliated National Branches which are or have been formed to take over membership of any Overseas Branch and the transfer of the assets, liabilities and membership of any such Overseas Branch (as the case may be) to such Affiliated National Institute or Affiliated National Branch.

                 

D. The Council may from time to time make Bye-Laws providing for other overseas bodies, which do not fall within the provisions of clause C. of this Article, to become Affiliated National Institutes or Affiliated National Branches.

                 

E. Before such Bye-Laws are made, under clauses C. or D. of this Article, the Council shall ensure that the Presidents' Committee is fully consulted.

 

13.On the transfer of the membership of an Overseas Branch to an Affiliated National Institute or an Affiliated National Branch with the approval and on the terms laid down by the Council in accordance with the Bye-Laws:

                 

A. Each corporate member who is a member of that Branch and does not by virtue of clause F. of Article 6 remain a corporate member shall cease to be a corporate member and shall become an Affiliated Overseas Member.

                 

B. Each non-corporate member who is a non-corporate member of that Branch shall unless he shall have first indicated in writing to the Institute that he wishes to remain a non-corporate member in his own right cease to be a non-corporate member and become an Affiliated Overseas Member.

                 

Nothing in this Article shall prevent an Affiliated Overseas Member from applying to become a non-corporate member in his own right if he wishes to do so.

 

DESIGNATORY LETTERS AND COAT OF ARMS

 

14. A. (i)   A corporate member who has been elected into the grade of Honorary Fellow may describe himself as an 'Honorary Fellow of The Institute of Quarrying' and may use the designatory letters 'Hon. F.I.Q.'

 

(ii) A corporate member who has been elected into the grade of Fellow may describe himself as a 'Fellow of The Institute of Quarrying' and may use the designatory letters 'F.I.Q.'

                                   

(iii) A corporate member who has been elected into the grade of Member may describe himself as a 'Member of The Institute of Quarrying' and may use the designatory letters 'M.I.Q.'

                                   

(iv) No non-corporate member shall use as his description or as part thereof the words 'Member of The Institute of Quarrying' or any other words or designatory letters tending to associate him with the Institute.

                 

(v) Notwithstanding the provisions of sub-clause A. (v) of this Article an Affiliated Overseas Member who is an Honorary Fellow, Fellow or Member of the Affiliated National Institute or Affiliated National Branch of which he is a corporate member may use the designatory letters applicable to his grade of membership provided the grade to which he belongs is, under the constitution of the relevant Affiliated National Institute or Affiliated National Branch, of an equivalent standard to the grade having the same name in these Articles.

                                   

(vi) Where any person who under the provisions of this Article is entitled to use as his description or as part thereof the words 'Member of The Institute of Quarrying', acts jointly or in partnership with any other person who is not so entitled, the said description shall not be used to describe the firm or partnership, and no designatory letters or any words tending to associate the firm or partnership with the Institute shall be used as part of the name thereof.

                 

B. The Institute, the Branches of the Institute, the Affiliated National Institutes and the Affiliated National Branches shall be entitled to use the Institute's Coat of Arms on and subject to such terms and conditions as the Council shall from time to time direct.

 

GENERAL MEETINGS

 

15. 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 Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting.

 

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

 

17. The Council may whenever it thinks fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by section 368 of the Act.

 

18. Twenty-one days' notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and fourteen days' notice in writing at the least 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 the meeting, and in the case of special business the general nature of that business, shall   be given in manner hereinafter mentioned to such persons (including the Auditors) as are under these Articles or under the Act entitled to receive such notices from the Institute; but with the consent of all the corporate members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those corporate members may think fit.

 

19. The accidental omission to give notice of a meeting to or non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.

 

PROCEEDINGS AT GENERAL MEETINGS

 

20. All business shall be deemed special that is transacted at an Extraordinary General Meeting, 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 reports of the Council and of the Auditors, and the appointment of, and the fixing of the remuneration of, the Auditors.

 

21. 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 ten corporate members personally present shall be a quorum.

 

22. 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 corporate 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 place as the Council may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the corporate members present shall be a quorum.

 

23. The President of the Institute and failing him the Deputy President shall preside as chairman at every General Meeting, but if there be no such President or Deputy President, or if at any meeting neither shall be present within fifteen minutes after the time appointed for holding the same, and willing to preside, the corporate members present shall choose some corporate member of the Council, or if no such corporate member be present or if all the corporate 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.

 

24. The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn a 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 corporate members shall not be entitled to any notice of an adjournment, or of the business to be transacted at the adjourned meeting.

 

25. A poll shall be taken on every resolution for the election of any Honorary Officer. Subject as aforesaid at any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the chairman of the meeting or by at least three corporate members present in person or by proxy, or by a corporate member or corporate members in person or by proxy and representing one-tenth of the total voting rights of all the corporate members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the chairman of the meeting that a resolution 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 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 the resolution. The demand for a poll may be withdrawn.

 

26. Subject to the provisions of Article 29, a poll 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.

 

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

 

28. 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.

 

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

 

VOTES OF MEMBERS

 

30. Subject as hereinafter provided, every corporate member shall have one vote.

 

31. Save as herein expressly provided, no member other than a corporate member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Institute in respect of his corporate membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another corporate member, at any General Meeting.

 

32. Votes may be given on a poll either personally or by proxy. On a show of hands a corporate member present only by proxy shall have no vote.

 

33. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing.

 

34. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the Office not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

 

35. A vote given in accordance with the terms of an instrument of 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 the death, insanity or revocation as aforesaid shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

 

36.  Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:

 

THE INSTITUTE OF QUARRYING

"I

of

a corporate member of the above-named Institute, hereby,

appoint

of,

and failing him,

of,

to vote for me and on my behalf at the (Annual or Extraordinary, or Adjourned, as the case may be) General Meeting of the Institute to be held on the                         day of                      and, at every adjournment thereof.

As witness my hand this                                        day of                      ."

 

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

 

COUNCIL OF MANAGEMENT

 

37. A. The Council shall comprise:

 

(i) the Honorary Officers (As defined by Article 38);

                                   

(ii) such past Presidents as are willing and eligible to serve on the Council; but if there are more than three such persons those three who have most recently held office;

                                   

(iii) such persons, not exceeding ten in number, as may be appointed by the Council from among the Vice-Presidents;

                                   

(iv) such other persons, not exceeding ten in number, as may be appointed by the Council as Additional Members;

                                   

(v) such persons, who may, provided the limit specified in sub-clause A. (vi) of this Article is not exceeded, be non-corporate members, as may from time to time be elected or appointed Branch Representatives under the provisions of the Bye-Laws;

                                   

(vi) the aggregate number of non-corporate members serving on the Council at any one time shall not exceed six.

                 

B. Each Branch Representative shall hold office from the conclusion of the Annual Meeting of the Branch at which he is elected or if later the date of his appointment until the conclusion of the next Annual Meeting of his Branch as the case may be. Where such a Representative ceases to be comprised in the Branch by which he was elected or appointed he shall cease forthwith to serve on the Council.

                 

C. The number of members of the Council shall not be less than ten.

                 

D. No person other than the non-corporate members mentioned in sub-clause A. (v) of this Article shall be elected or appointed to the Council unless he is a corporate member.

 

38. A. The Honorary Officers shall be:

(i)  the President,

(ii) the Deputy President,

(iii) the Chairman, and

(iv) the Deputy Chairman.

                 

B. The Honorary Officers shall be elected from amongst the corporate members at the Annual General Meeting in each year. Each of them shall hold office from his election until the election of the next holder of his office has taken place at the next Annual General Meeting and shall be eligible for re-election at that meeting.

                 

C. An Honorary Officer who ceases to be a corporate member of the Institute shall cease forthwith to hold office.

                 

D. A casual vacancy among the Honorary Officers may be filled by an appointment by the Council. Such an appointee shall hold office from his appointment until the election of the next holder of his office has taken place at the next Annual General Meeting and shall be eligible for election at that meeting. 

 

39. A. The Institute in General Meeting may elect to the office of Vice-President a corporate member of the Institute who has rendered distinguished service to the Institute and to the Industry and has been proposed for that office by the Council; but no person shall be elected to that office if immediately after his election the number of Vice-Presidents would exceed twenty-five.

                 

B. A Vice-President shall hold office as such during his life, or until he shall resign that office or cease to be a corporate member of the Institute.

 

C. The Council may appoint a Vice-President to serve on the Council, but shall not do so if the number of Vice-Presidents serving on the Council would exceed ten. A Vice-President appointed under this power shall serve on the Council for one year from the date of his appointment and shall be eligible for re-appointment. There is no limit to the number of terms of office that can be served but it would not be normal practice to appoint (or re-appoint) those no longer actively involved in the Industry.

 

40. The Council may appoint any corporate member of the Institute, other than a Vice-President, as an Additional Member to serve on the Council; but shall not do so if immediately after that appointment the number of such Additional Members serving on the Council would exceed ten. A corporate member appointed under this power shall serve on the Council for up to three years and shall then be eligible for re-appointment. There is no limit to the number of terms of office that can be served but it would not be normal practice to appoint (or re-appoint) corporate members no longer actively involved in the Industry.

 

POWERS OF THE COUNCIL

 

41. The business of the Institute shall be managed by the Council who may make Bye-Laws (not inconsistent with or amounting to an alteration of these Articles) for the conduct of the affairs of the Institute, 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 Articles required to be exercised or done by the Institute in General Meeting, subject nevertheless to any regulations of these Articles, 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 regulation had not been made.

 

42. The members for the time being of the Council may act notwithstanding any vacancy in their body; provided always that in case the members of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these Articles, it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Institute, filling up vacancies in their body, or summoning a General Meeting, but not for any other purpose.

 

PROCEEDINGS OF THE COUNCIL

 

43.The Council may meet for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, ten shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes: in case of an equality of votes the chairman of the meeting shall have a second or casting vote.

 

44. A member of the Council may, and on the request of a member of the Council the Secretary shall at any time, summon a meeting of the Council by notice served upon the several members of the Council. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of a meeting.

 

45. The Chairman of the Institute shall be entitled to preside at all meetings of the Council at which he shall be present, but if there be no such Chairman, or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the meeting and willing to preside, the Deputy Chairman shall preside and failing him the members of the Council present shall choose one of their number to be the chairman of the meeting.

 

46. 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. Provided that no resolution of a meeting of the Council or of any committee of the Council shall be valid or of any effect unless a majority of the persons present at such meeting are corporate members.

 

47. The Council may delegate any of its powers to committees consisting of such member or members of the Council as it thinks fit, or to the Committee of any Branch established under the Bye-Laws provided that such committee shall consist predominantly of corporate members, and 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 Articles 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.

 

48. All acts bona fide done by any meeting of the Council or of any committee of the Council, or by 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 such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.

 

49. The Council shall cause proper minutes to be made of all 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 meeting, 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.

 

DISQUALIFICATION OF MEMBERS OF THE COUNCIL

 

50. The office of a member of the Council shall be vacated:

 

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

 

B. If he becomes of unsound mind.

 

C. If not being one of the non-corporate members mentioned in sub-clause A. (v) of Article 37 he ceases to be a corporate member of the Institute.

 

D. If by notice in writing to the Institute he resigns his office.

 

E. If he becomes prohibited by reason of any Court order made under the Act.

 

F. If he is removed from office by a resolution duly passed pursuant to section 303 of the Act.

 

SECRETARY

 

51.The Secretary and the Treasurer shall be appointed by the Council for such time, at such remuneration and upon such conditions consistent with the provisions of Clause 4 of the Memorandum of Association as they may think fit, and any Secretary or Treasurer so appointed may be removed by them. The provisions of sections 283 and 284 of the Act 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. The offices of Secretary and Treasurer may be held by one person.

 

SEAL

 

52. 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 the 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 signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

 

ACCOUNTS

 

53. The Institute in General Meeting may from time to time impose reasonable restrictions as to the time and manner of the inspection by the corporate members, other than members of the Council, of the accounts and books of the Institute, or any of them, and subject to such restrictions the accounts and books of the Institute shall be open to the inspection of such corporate members at all reasonable times during business hours.

 

54. At the Annual General Meeting in every year the Council shall lay before the Institute a proper income and expenditure account for the period since the last preceding account made up to a date not more than four 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 (all of which shall be framed in accordance with any statutory requirements for the time being in force) 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 238 (4) of the Act, 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 laid before the meeting as required by section 241 of the Act.

 

AUDIT

 

55. Once at least in every 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.

 

NOTICES

 

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

 

57. Any notice, if served by post, shall be deemed to have been served on the day after the 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.

 

DISSOLUTION

 

58. Clause 9 of the Memorandum of Association of the Institute relating to the winding up and dissolution of the Institute shall have effect as if the provisions thereof were repeated in these Articles with the words 'corporate members' substituted for the words 'the members of the Institute' where they appear in the said clause.