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10. COUNCIL
10.1 Membership of the Council:
10.1.1 Number of Councillors:
The Council shall consist of such number of Members as the Council
determines from time to time in its discretion.
10.1.2 Appointment of Councillors:
The Council shall consist of:
- one Councillor nominated by each Branch in accordance with
clause 9.9 of the Rules; and
- if there are less Councillors nominated by the Branches than
the maximum number of Councillors from time to time determined
by the Council, such further Councillors as may be nominated
by a Member and elected at an Annual General Meeting in accordance
with clause 14 of the Rules.
10.1.3 Vacancy: The Council
shall have the power at any time to appoint any Member to be a
Councillor to fill a vacancy. Any Councillor so appointed shall
hold office only until the next Annual General Meeting, but shall
then be eligible for re-election.
10.1.4 Office Holders:
- The Council shall, at its first meeting following each Annual
General Meeting, appoint a President, Vice-President, Secretary
and Treasurer who shall hold office until the end of their respective
terms as a Councillor or until earlier retirement from the office
of Councillor.
- The President and Vice-President must be Associates or Fellows
of the Institute.
- No person may hold office as President for more than 4 consecutive
years.
- The President, or in his or her absence, the Vice-President
or if both are absent a Councillor appointed by the meeting
of the Council, shall preside at all meetings of the Council
and at any Annual General Meeting or Special General Meeting
and in the case of an equality of votes shall have a casting
vote.
10.1.5 Committees: The
Council may from time to time appoint such committees as it may
deem necessary or expedient and may delegate to or confer on them
such powers and duties as the Council may decide. The Council
may, in its discretion, co-opt Members of the Institute to serve
on such committees. Any such committees shall be responsible to
the Council and shall report their proceedings at intervals as
directed by the Council and shall conduct their business in accordance
with the directions of the Council. The President shall be entitled
to attend all committee meetings whether or not he or she is an
appointed Member of the Committee.
10.2 Vacation of Office of Councillor:
The office of a Councillor shall be vacated if the Councillor:
10.2.1 ceases to be a Member;
or
10.2.2 becomes bankrupt
or makes any arrangement or composition with his or her creditors
generally; or
10.2.3 becomes a patient
as that term is defined in the Mental Health (Compulsory Assessment
and Treatment) Act 1992, or becomes a person subject to the jurisdiction
of the High Court under section 6 or section 25 of the Protection
of Personal and Property Rights Act 1988; or
10.2.4 resigns his office
by notice in writing to the Institute; or
10.2.5 exempts himself
or herself from three consecutive meetings of the Council unless
he has obtained leave of absence from or tendered an apology to
the Council.
10.3 Meetings of the Board:
The Council shall determine at its first meeting after the Annual
General Meeting how often, at what times and in what manner the
Council will meet. The quorum for a meeting of the Council shall
be not less than fifty per cent of the total number of Councillors
on the Council. A special meeting of the Council may be called by
requisition of not less than four Councillors by seven days written
notice giving the time and place of such meeting and stating the
purposes of such meeting.
10.4 General Duties: The
Council shall undertake all duties necessary to ensure that the
objects of the Institute are observed and attained.
10.5 Control of Affairs and Powers
of Council: The affairs of the Institute shall be under the
control of the Council. The Council shall have such powers, rights
and authorities as may reasonably be necessary or expedient to enable
it to carry out its functions including the procedures for conduct
of meetings.
10.6 Regulation of Meetings:
The Council may meet together for the despatch of business, adjourn
and otherwise regulate its meetings as it thinks fit. Questions
arising at any meeting shall be decided by a majority of votes of
those present at the meeting and any resolution shall be binding
on the Council.
10.7 Vacancies: The continuing
Councillors may act notwithstanding any vacancy in their body but
if and so long as their number is reduced below the number fixed
as the necessary quorum the continuing Councillors may act for the
purpose of summoning a general meeting but for no other purpose.
10.8 Validity of Proceedings:
All acts done by any meeting of the Council or a committee of the
Council shall, notwithstanding that it be afterwards discovered
that there was some defect in the appointment of any Councillor
or committee member or that any Councillor or committee member was
for any reason disqualified from holding office as a Councillor
or committee member, be as valid as if such Councillor or committee
member had been duly appointed and was qualified to hold office.
10.9 Resolutions in Writing:
A resolution in writing, signed by the Council shall be as valid
and effectual as if it had been passed at a meeting of the Council.
Any such resolution may consist of several documents in like form
each signed by one or more Councillors.
10.10 Rescission of Resolutions:
Any resolution of the Council may be rescinded or varied from time
to time by the Council by the same majority as was necessary to
pass the resolution being rescinded or varied.
10.11 Minutes: A Minute Book
shall be provided and kept by the Council. Minutes of the proceedings
of all meetings of the Council and of any committee of the Council
shall be prepared and entered in the Minute Book and if confirmed
at a subsequent meeting of the Council or committee of the Council
(as appropriate) shall be signed by the Chairperson of the meeting
as a true and correct record. Every such minute purporting to be
so signed shall be prima facie evidence of the facts therein stated.
10.12 Accounts: The Institute
shall keep an account or accounts at such bank or banks as the Council
shall time to time determine. All moneys payable shall be passed
by the Council for payment. Cheques shall be drawn, signed and endorsed
by such person or persons as the Council shall from time to time
authorise in writing.
10.13 Audit: The Council
shall cause full and correct records and accounts to be kept of
all receipts, credits, payments, assets, liabilities and transactions
and all other matters necessary for showing the true state and condition
of the Institute and as soon as practicable after the end of each
financial year cause to be prepared financial statements including
a balance sheet, income and expenditure account and notes to those
statements, giving a true and fair view of the financial position
of the Institute for that financial year. Unless the Council resolves
to the contrary such financial statements shall be audited by the
Auditor appointed at the preceding Annual General Meeting.
10.14 Seal: There shall be
a Common Seal of the Institute which shall bear the registered name
of the Institute and shall be deposited with the Secretary. The
Seal shall not be used except by authority of a resolution of the
Council and every document to which the Seal is affixed shall be
signed by three Councillors including the President, or in his or
her absence or disability, the Vice-President or Secretary.
10.15 Execution of Documents:
All documents required to be executed by the Institute shall be
deemed to be validly executed and binding if those documents have
been entered into and executed under the Seal by the authority of
the Council previously given and signed in the manner described
in subclause 10. 14.
10.16 Tax Returns: The Council
shall cause to be prepared or filed with the Inland Revenue Department
all necessary tax accounts, returns, reports, declarations, notices,
certificates, reconciliations and other information required to
be prepared or filed so as to allow the Institute to obtain and
retain tax exempt status for taxation purposes.
10.17 Delegation: The Council
may from time to time in writing, either generally or particularly,
delegate to the Executive Officer, or to any committee of the Council
appointed by it, all or any of the powers of the Council under the
Rules, provided that the powers which may be so delegated shall
not include the power to delegate.
10.18 Staff: The Council
may, from time to time and on such conditions of employment as it
thinks fit, appoint such officers and employees as it thinks necessary
for the efficient operation of the Institute.
11. REMUNERATION
OF COUNCILLORS
With the exception of the Secretary and Treasurer, Councillors
shall not be entitled to remuneration for their services but may,
at the discretion of the Council, be entitled to reimbursement for
their reasonable expenditure for travelling and accommodation expenses
and other expenses incurred in attending meetings of the Council
or its committees or while otherwise engaged on the business of
the Institute. The Council may, in its discretion, provide for the
remuneration of the Secretary and Treasurer provided that any such
remuneration paid shall be reasonable in view of the services provided
and duties carried out by the Secretary and Treasurer.
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