TSI Memorandum, Articles and Bye-Laws
THE COMPANIES ACT 2006
MEMORANDUM OF ASSOCIATION
of
THE TRADING STANDARDS INSTITUTE
(First Registered 2nd May 1893)
[As consolidated by Special Resolution duly passed on 10th July 2007.
Updated 6th June 2011]
1. The name of the Institute is THE TRADING STANDARDS INSTITUTE.
2. The registered office of the Institute will be situated in England.
3. The purpose for which the Institute is established is to promote excellence and enhance the professionalism of members in support of informing consumers, encouraging honest businesses and targeting rogue traders.
4. The objects for which the Institute is established are:
(a) To advance the legal, technical, scientific, practical and general knowledge of persons engaged in the administration of legislation (or rules, regulations, statutory instruments, orders and provisions made under or arising from such legislation) relative to weights and measures, fair trading, consumer and public protection, and such other legislation or duties including trading standards administration and all such allied or related matters as can or may be administered or undertaken by its members and of persons engaged in the giving of advice to consumers and traders and of all other persons as may be interested therein;
(b) To promote the interchange of ideas, opinions and experiences between its members, and to promote and encourage courses for industry and the provision of information on consumer affairs and to keep members and all other persons as may be interested therein aware of and advise them from time to time on any new or proposed legislation which affects the activities or responsibilities of the trading standards administration or which arises as a consequence of British association with the European Community and any other country and to discuss and consult on those matters with Central and Local Government, trade associations or other bodies and to make such representations thereon as may be desirable;
(c) To provide facilities for and to promote and encourage research and learning and to undertake research in all subjects and matters relating to or affecting the administration of the Weights and Measures Acts and any other legislation and duties as aforesaid which are, or may be, administered or undertaken by its members and to record and preserve and make available the results of such research and learning for the benefit of students, members and
(d) all such other persons as may be interested therein;
(e) To provide facilities for the training and education of candidates for the statutory qualification as an Inspector of Weights and Measures or Trading Standards Officer or other professional qualifications of the Institute, or for any or all of the examinations of the Institute;
(f) To appoint examiners and to arrange, administer, conduct, regulate, control and in every way manage and determine such examinations as may be necessary or desirable to test the knowledge and competence of persons in relation to the administration of legislation (or rules, regulations, statutory instruments, orders and provisions made under or arising from such legislation) relative to weights and measures, fair trading, consumer and public protection, and such other legislation or duties including trading standards administration and all other allied or related matters as can or may be administered or undertaken by its members and, in proper cases, to issue a certificate to such persons as may be recommended by such examiners as aforesaid as being worthy thereof and/or, to do all or any such things as aforesaid jointly or in consultation or combination with any person or body (including a Government department);
(g) To promote the attainment of uniformity of practice in all aspects of the administration of the Weights and Measures Acts and any other legislation or duties as aforesaid administered or undertaken by its members;
(h) To consider all Parliamentary Bills and proposed legislation, and to take cognisance of all such matters affecting or likely to affect the administration of any of the Statutes under which its members hold office or appointment, and to make such representations thereon as may be considered advisable;
(i) To obtain from members and from other sources information relating to matters arising under legislation administered by its members and to disseminate such information among members by means of its journal , or by means of circulars, publications or otherwise;
(j) To print, publish, purchase, reproduce, sell, lend and distribute in whatsoever form any communications made to the Institute or any similar Body and any reports of the proceedings of transactions of the Institute or any similar Body and any Bills or Acts of Parliament, and (subject to the consent of the authorities issuing the same) any official documents or circulars, and any other books, papers, treatises or communications relating to the work of the Institute or its members;
(k) To exercise professional supervision over its members;
(l) To make donations to any charitable, scientific, cultural or educational objects, institution or association, and to establish charities registered with the Charities Commission in accordance with the Charities Act 1993 as updated;
(m) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property (and whether freehold or leasehold) and any rights or privileges which the Institute may think necessary or convenient for the promotion of its objects, and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Institute and (subject nevertheless to the provision of Clause 5 of this Memorandum of Association) to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Institute as may be thought expedient with a view to the promotion of its objects;
(n) To borrow money for the furtherance of these objects or any of them and to give security therefore by mortgage or other charge on its undertaking or property or any part thereof and to lend or advance money or give credit to such persons and on such terms as may be considered expedient;
(o) To co-operate with other persons or bodies having objects similar to these objects;
(p) To establish branches in the United Kingdom or in any other country for the purpose of promoting these objects or any of them and to dissolve branches so established;
(q) To promote, organise, stage, advertise and publicise exhibitions, displays, conferences, seminars and meetings of all kinds for the furtherance of these objects for its members and all other persons as may be interested therein, and to organise and maintain and make available to its members and all other persons as may be interested therein information services for the furtherance of these objects, and to sell Institute-branded merchandise, and to buy, sell and deal in materials, machinery, plants, articles and things of every description capable of being used for the furtherance of these objects, and to carry on any business which in the opinion of the Directors of the Institute may seem capable of being conveniently carried on in connection with or as ancillary to any of these objects or to further any of these objects;
(r) To purchase, subscribe for or otherwise acquire and hold, and deal with, any shares, debentures, bonds or securities of any other company, and, for the furtherance of these objects, to sell or otherwise dispose of any part of the business, undertaking, assets and property of the Institute, and to give indemnity for, or to guarantee, support or secure, whether by personal covenant or by mortgage, charge or lien on the whole or any part of the undertaking, property and assets of the Institute both present and future, or by all or any of such methods, the performance of all or any of the obligations of any company which is for the time being the Institute's subsidiary;
(s) To apply for, purchase or otherwise acquire and hold, use, develop, sell, licence or otherwise dispose of or deal with patents, copyrights, designs, trademarks, secret processes, know-how and inventions and any interest therein; and
(t) To do all such other lawful things as are incidental or conducive to the attainment of the above objects.
5. The income and property of the Institute, whencesoever derived, shall be applied solely towards the promotion of the objects of the Institute as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, or bonus or otherwise howsoever, by way of profit to the members of the Institute.
6. Provided that nothing herein shall prevent the payment in good faith, of remuneration to any officers or employees of the Institute, or to any member of the Institute, or other person, in return for any services actually rendered to the Institute.
7. Provided further that no member of the Council of the Institute shall be appointed to any salaried office or any office paid by fees within the Institute and that no remuneration shall be given to any member of such Council except as aforesaid.
8. The fifth paragraph of this Memorandum is a condition on which a licence is granted by the Board of Trade to the Institute in pursuance of the Act.
9. If any member of this Institute pays or receives any dividend, bonus or other profit, in contravention of the terms of the fifth paragraph of this Memorandum, their liability shall be unlimited.
10. Every member of the Institute undertakes to contribute to the assets of the Institute, in the event of the same being wound up during the time that they are a member, or within one year afterwards, for payment of the debts and liabilities of the Institute contracted before the time at which they ceased to be a member, and of the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding five pounds, or in the case of their liability being unlimited, such other amount as may be required in pursuance of the last preceding paragraph of this Memorandum.
11. If upon the winding up or dissolution of the Institute there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Institute, but shall be given or transferred to some other Institution or Institutions, having objects similar to the objects of the Institute, to be determined by the members of the Institute at or before the time of dissolution, or in default thereof by such Judge of the High Court of Justice as may have or acquire jurisdiction in the matter.
12. True accounts shall be kept of the sums of money received and expended by the Institute, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the Institute; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Institute for the time being, shall be open to the inspection of members. Once at least in every year the accounts of the Institute shall be examined, and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.
THE COMPANIES ACT 1985 AS AMENDED
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
of
THE TRADING STANDARDS INSTITUTE
(As consolidated by Special Resolution duly passed on 10th day of July 2007 and amended on 8th July 2008, 13th July 2009 and 14th July 2010)
1. In these Articles:
"Act"
means the Companies Act 1985, as revised by the Companies Acts 1989 and 2006 including any statutory modifications or re-enactment thereof for the time being in force.
"British Islands"
means the United Kingdom together with the Isle of Man and the Channel Islands.
"Bye-Laws"
means the Bye-Laws of the Institute from time to time in force and made under Article 90 of these Articles.
"Chief Executive Officer"
means the person appointed to act as a Chief Executive Officer of the Institute by the Board.
"Code of Professional Conduct"
means the code of conduct of the Institute from time to time in force governing the conduct and behaviour of Members.
"Council"
means the elected members of Council for the time being of the Institute.
"Institute"
means the Trading Standards Institute (formerly the Institute of Weights and Measures Administration and Institute of Trading Standards Administration).
"Journal"
means the official journal of the Institute.
"The Board"
means the Board of directors for the time being of the Institute.
"Member"
means a Member of the Institute, whether a fellow, a full Member, a life Member, a retired Member, an associate, a student Member, a corporate affiliate, an affiliate or an international Member (but excluding an honorary Member) and "Members" means all such members of the Institute.
“Eligible Member”
means a Member entitled to vote”
"Register"
means the register for the time being of Members (of whatever category).
"Secretary"
such person appointed to perform the duties of the Company Secretary of the Institute for the time being and the duties of the honorary secretary established by custom and practice
Expressions referring in writing shall, unless the context otherwise requires, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.
The Interpretation Act 1978 shall apply to the provisions of these Articles.
These Memorandum, Articles and Bye-Laws shall have effect from the end of the annual general meeting held in 2008. At which time all previous Council, Executive Board members and posts will cease to exist. Persons elected in 2007 for a period of time will hold those posts until the end of the AGM in 2008.
PRELIMINARY
2. The Institute is established for the purposes expressed in the Memorandum of Association.
MEMBERS AND MEMBERSHIP
3. The number of Members is unlimited.
4. The categories of Members shall be prescribed by the Bye-Laws.
GENERAL MEETINGS
5. The Institute shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Institute and that of the next. The annual general meeting shall be held at such time and place as the Board shall appoint however, when practicable, shall be with the Annual Conference of the Institute.
6. All general meetings other than annual general meetings shall be called extraordinary general meetings.
7. The Council or Board may, whenever it thinks fit, convene an extraordinary general meeting, and an extraordinary general meeting shall also be convened on the requisition of not less than 10 percent of those Members entitled to vote, by the Council, as provided by of the Act. If at any time there are not within the British Islands sufficient members of the Council capable of acting to form a quorum, any member of the Council or Board or any two Members of the Institute may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Council or Board.
NOTICE OF GENERAL MEETINGS
8. An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by thirty days' notice in writing at the least, and all other extraordinary general meetings shall be called by twenty days' notice in writing at the least.
a) The notice shall be exclusive both of the day on which it is served or
deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in the case of special business, the general nature of that business and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Institute in general meeting, to such persons as are, under the Articles, entitled to receive such notices from the Institute.
b) Notwithstanding the foregoing, a meeting of the Institute shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been called if it is so agreed:-
i. in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and
ii. in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the Members.
c) The notice in writing of a meeting may be given by means of electronic communication to an agreed address or by means of publication of the notice on a web site. The address of the web site and the place on that web site where the notice may be accessed shall be notified to members and published in the Journal.
9. The accidental omission to give notice in writing of a meeting to, or the non-receipt of such a notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any general meeting.
PROCEEDINGS AT GENERAL MEETINGS
10. Save as otherwise in these Articles, all business shall be deemed to be
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 of the Institute, and the reports of the Council and of the auditors of the Institute, the election of Members of the Council in place of those retiring, and the appointment of, and the fixing of the remuneration of, the auditors of the Institute. Nothing contained in this Article in referring to the term "special business" shall require any such business to be dealt with or authorised by a resolution of a nature, kind or form in any way different from the form of resolution expressly or impliedly required by the provisions of the Act for the particular type of business concerned.
11. In order to succeed, Ordinary Resolutions shall require a simple majority of Members attending the meeting or who have registered a proxy vote and are entitled to vote, Special or Extraordinary Resolutions shall require a majority of 75% of Members attending the meeting or who have registered a proxy vote and are entitled to vote.
12. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; save as herein otherwise provided, thirty Members present in person shall be a quorum.
13. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved: in any other case the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Council may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be quorum.
14. The Chairman of the Institute Council, or in their absence the Vice-Chairman of the Institute Council, shall preside as Chairman at every general meeting of the Institute, or if neither shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the members of the Council present shall elect one of their number to be Chairman of the general meeting.
15. If at any meeting a member of the Council is unwilling to act as Chairman of the general meeting or if no member of the Council is present within fifteen minutes after the time appointed for the holding of the general meeting, the Members present shall choose one of their number to be Chairman of the general meeting.
16. The Chairman of the general meeting may, with the consent of any general meeting at which a quorum is present (and shall if so directed by the general meeting) adjourn the general meeting from time to time and from place to place, but no business shall be transacted at any adjourned general meeting other than the business left unfinished at the general meeting from which the adjournment took place. When a general meeting is adjourned for forty days or more, notice of the adjourned general meeting shall be given as in the case of an original general meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.
16. (1) At any general meeting a resolution put to the vote of the general
meeting shall be decided on a show of hands unless a poll is (before or on declaration of the result of the show of hands) demanded:-
(a) by the Chairman of the general meeting; or by at least three Members present in person or by proxy; or
(b) by any Member or Members present in person or by proxy and representing not less than one-tenth of the total voting right of all the Members having the right to vote at the general meeting.
(2) Unless a poll be so demanded, a declaration by the Chairman of the general meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Institute shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
(3) A demand for a poll may be withdrawn.
17. Save as may be otherwise expressly herein provided, a poll if duly demanded shall be taken at such time and place, and in such a manner, as the Chairman of the general meeting shall direct, and the result of the poll deemed to be the resolution of the general meeting at which the poll was demanded.
18. No poll shall be demanded on the election of a Chairman of a general meeting, or on any question of adjournment.
19. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the general meeting shall be entitled to a second or casting vote.
20. The demand of a poll shall not prevent the continuance of a general meeting for the transaction of any business other than the question on which a poll has been demanded.
21. Subject to the provisions of the Act from November 2007, a resolution in writing being a special or extraordinary resolution agreed by the necessary majority of the Members for the time being entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Institute duly convened and held.
22. (1) Notices of motion shall be in writing and shall be served on the Secretary not less than forty-five clear days before the general meeting at which they are to be submitted. Such notices shall be dated and numbered by the Secretary in the order in which they are received.
(2) The Secretary shall make available such notices to all Members via the Institute website, following prior notification by electronic or hard copy means and shall also insert in the notice convening any general meeting all notices of motion duly served in the order in which they have been received.
(3) Any Member who desires to move an amendment to a notice of motion shall serve a notice in writing of such an amendment on the Secretary at least twenty clear days before the general meeting, and a Member shall not otherwise be able to move an amendment unless it be:-
(a) that the debate be adjourned; or
(b) that the matter be referred to the Council or the Board or to an appropriate committee or sub-committee or Lead Officer of the Council for consideration.
(4) Copies of all proposed amendments duly served on the Secretary shall be made available to all the Members via the Institute website, following prior notification by electronic or hard copy means at least ten clear days before the general meeting at which such amendments are to be submitted.
23. (1) Every amendment shall be relevant to the motion on which it is moved and questions as to the relevancy shall be determined by the Chairman of the general meeting.
(2) The proposer or seconder of an amendment which has been rejected by the general meeting shall not propose or second a further amendment to the original motion before the general meeting.
(3) In the case of a motion to adopt a report of the Council or of a committee or Lead Officer of the Council an amendment may only take the following form:-" To refer the matter back for further consideration" - with or without any instruction thereon.
VOTES OF MEMBERS
24. Save as otherwise expressly provided in these Articles and Bye-Laws, every Member shall have one vote.
25. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by their committee, receiver, or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.
26. No Member shall be entitled to vote at any general meeting unless all monies presently payable by them to the Institute have been paid.
27. On a poll, votes may be given either personally or by proxy.
28. The appointment of a proxy shall be under the hand of the appointer or their attorney duly authorised. A proxy need not be a Member.
29. The appointment of a proxy and the power of attorney or other authority, if any, under which it is signed or notarially certified or office copy of that power or authority shall in the case of an instrument in writing be deposited at the registered office of the Institute, or at such other place within the British Islands as is specified for that purpose in the notice convening the general meeting, not less than forty-eight hours before the time for holding the general meeting or adjourned general 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.
30. The appointment of a proxy shall in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications in the notice convening the meeting, or in any instrument of proxy sent out in relation to the meeting, or in any invitation contained in an electronic communication to appoint a proxy issued in relation to the meeting, be received at such address not less than forty-eight hours before the time for holding the general meeting or adjourned general meeting at which the person named in the appointment proposes to vote.
31. An instrument appointing a proxy shall be in the following form or a form near thereto as circumstances admit:-
“The Trading Standards Institute
I
being a Member of the above named Institute, hereby appoint
or failing that person
of , as my proxy to vote for me on my behalf at the
(annual, extraordinary or adjourned, as the case may be) general meeting of the Institute to be held on the day of , and at any adjournment thereof.
Signed this day of ”
32. Where it is desired to afford Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-
“The Trading Standards Institute
I
being a Member of the above named Institute, hereby appoint
of or failing that person
of , as my proxy to vote for me on my behalf at the
(annual, extraordinary or adjourned, as the case may be) general
meeting of the Institute to be held on the day of , and at
any adjournment thereof.
Signed this day of
This form to be used *in favour of / *against the resolution
Unless otherwise instructed the proxy will vote as they think fit.
*Strike out whichever is not desired.”
In the case of an amendment to a resolution being duly served, then
a further instrument of proxy will be issued by the Secretary to those
Members whose original proxy has been received at the Registered
Office before issue of the amendment and where they have indicated
on the original instrument of proxy how their nominated proxy
should vote. The further instrument of proxy shall be in the same
format as above but with the additional condition of an indication as
to how that Member wishes the nominated proxy to vote if the
original resolution should be successfully amended.
33. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll.
34. 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, providing that no intimation in writing, or by electronic communication, of such death, insanity or revocation as aforesaid shall have been received by the Institute at the registered office of the Institute, or at an address that has been specified for the purpose of receiving electronic communications, before the commencement of the general meeting or adjourned general meeting at which the proxy is used.
COUNCIL OF THE INSTITUTE
35. (1) The Council of the Institute shall be the following namely:-
(a) The Chairman, Vice Chairman and second Vice Chairman to be appointed in the manner prescribed by the Bye-Laws;
(b) The immediate past Chairman of the Institute who shall ex-officio be a Member of the Council; and
(c) No more than three Members of the Institute to be elected by ballot of the Members in such manner as may be prescribed by the Bye-Laws and
(d) One Member or one deputy from each duly constituted and accredited Branch and Section of the Institute to be elected by the Members of the Branch or Section in accordance with the Bye-Laws. Members of the Council so elected are hereinafter referred to as “Council Member (Including title of Branch or Section)”; and
(e) Appointees to posts approved by a general meeting under Article 75
(2) New Council members shall take office immediately following the annual general meeting in the appropriate year dependant on whether they are annual appointments or for a longer term as prescribed by the Articles or Bye-Laws.
(3) The members of Council referred to in sub-paragraph (a) and (b) of paragraph (1) of this Article shall retire annually and those members of Council referred to in sub-paragraphs (c) and (d) will be appointed for three year renewable terms subject to annual performance review, with a maximum of three terms.
From the annual general meeting in 2008 elections will be held for Chairman, Vice Chairman, second Vice Chairman, sixteen Council Member (Including title of Branch or Society)s and their deputies and three nationally elected members. These persons will take over their posts at the end of the annual general meeting and serve for the terms as set out in these Articles and Bye-Laws. Thereafter elections will be held at appropriate times as posts become vacant.
(4) A member of the Council who is not a director serving on the Board may resign by giving notice in writing to the Secretary and thereupon their seat shall be vacant. A member of Council who is also a director serving on the Board may resign by giving three months' notice in writing to the Chairman of the Institute and the Secretary respectively. A member of the Council who shall resign under this Article shall not thereby be disqualified from being at any time thereafter re-elected. A by-election shall be held for vacant posts on Council in the manner prescribed by the Bye-Laws.
(5) Members shall not be eligible for membership of the Council unless they have the rights of full Members.
(6) The Council shall determine any question, which may arise under the Bye-Laws in connection with elections of members of the Council, and its decision thereon shall be final.
(7) Members of the Council may be paid their reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Council or any committee thereof or general meetings or in connection with the business of the Institute on such terms and on such scale as may from time to time be prescribed by the Council.
(8) The Institute may from time to time by ordinary resolution increase or decrease the number of members of the Council.
BORROWING POWERS
36. The Board may exercise all the powers of the Institute to borrow money and to mortgage or charge its undertaking and property or any part thereof upon such terms and conditions whether as to amount, rate of interest to be paid, mode or method of repayment and as to whether with or without securities as the Board may from time to time decide.
POWERS AND DUTIES OF THE COUNCIL
37. The Council will be the elected body responsible for giving general guidance on the aims and objectives to be followed by the Institute both as a business and as a membership organisation. It may exercise all such powers of the Institute as are not, by the Act or by these Articles, required to be exercised by the Institute in general meeting or by the Board, subject nevertheless to the provisions of the Act or these Articles and to the Bye-Laws, being not inconsistent with the aforesaid provisions and not constituting such an addition to or amendment thereof as could only lawfully be made by special resolution as may be prescribed by the Institute in general meeting, but no Bye-Law made by the Institute in general meeting shall invalidate any prior act of the Council which would have been valid if that regulation had not been made.
38. The Council shall cause minutes to be recorded:-
(a) confirming appointments of directors by Council, noting elected Council Officers and the appointment of Lead Officers by the Chief Executive;
(b) of the names of the members present at each meeting of the Council and of any committee of the Council;
(c) of all resolutions and proceedings at all meetings of the Institute and of the Council and of the committees of the Council.
39. The Council may from time to time for the purposes of promoting any of the objects specified in the Memorandum of Association direct the Board to establish branches in the British Islands or in any other country as the Council may from time to time decide and the Council may require the Board to dissolve any such branch subject to the approval of a general meeting of the Institute.
DISQUALIFICATION OF MEMBERS OF THE COUNCIL
40. The office of member of the Council shall be vacated if the member:-
(a) ceases to be a Member of the Institute or is suspended from membership of the Institute, or
(b) becomes of unsound mind.
ELECTION OF MEMBERS OF THE COUNCIL
41. The members of the Council shall be elected or appointed or become members of the Council ex-officio, as the case may be, in the manner prescribed by Article 35 and Bye Law 16.
42. No person shall, be eligible for election to membership of the Council otherwise than in accordance with the provisions of the Bye-Laws.
43. In addition and without prejudice to the provisions of the Act, the Institute may by extraordinary resolution remove any member of the Council before the expiration of their period of office, and may by an ordinary resolution appoint, or by holding a by-election in the manner prescribed by the Bye-Laws, another qualified member in their stead, but any person so appointed shall retain their office so long only as the member in whose place they are appointed would have held the same if they had not been removed.
PROCEEDINGS OF THE COUNCIL
44. At all meetings of the Council the Chairman of the Institute Council, or in their absence the Vice-Chairman of the Institute Council, shall preside, or if both be not present within five minutes of the time appointed for holding the meeting a Chairman shall be elected from amongst those present.
45. The Council may meet for the despatch of business, adjourn, and subject to the provisions of these Articles and the Bye-Laws, may regulate their meeting as they think fit except as otherwise provided in these Articles or the Bye-Laws, every question at a meeting of the Council shall be determined by a majority of the votes of the members of the Council present and voting, every member having one vote, and in the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
46. The Secretary, on the requisition of the Chairman of the Institute Council or any five members of the Council, shall at any time summon a meeting of the Council. It shall not be necessary to give notice of a meeting of the Council to any member for the time being absent from the British Islands.
47. Any Member may be present at meetings of the Council but shall not vote and shall not have the right to speak except by the permission of the Chairman of the Institute Council.
48. The quorum necessary for the transaction of the business of the Council shall be nine.
49. The members for the time being of the Council may act notwithstanding any vacancy on their body but, if and so long as their number is reduced below the number required by these Articles as the necessary quorum of members of Council, the members of the Council for the time being may act for the purpose of increasing the number of members of the Council to that number, or of summoning a general meeting of the Institute, but for no other purpose.
50. The Council may delegate any of their powers (except those exercisable under such of these Articles as require a resolution to be passed or a decision to be reached by a special majority) to committees, Task Groups, Working Groups or Lead Officers consisting of such members of the Institute as it thinks fit. Any such committee, Task Group, Working Group or Lead Officer shall in the exercise of the powers so delegated conform to any regulations which may be imposed on them by the Council and by these Articles and by the Bye-Laws.
51. All meetings of committees, Task Groups, Working Groups or Lead Officers shall be convened in accordance with the manner prescribed by the Standing Orders of the Council.
52 (1) In the event of a vacancy in one of the three nationally elected members of the Council elected by ballot of the Members the Council may, at its discretion, cause the same to be filled by appointing to fill the vacancy the candidate who, at the immediately preceding election, received the highest number of votes among those not elected, if there be such a candidate. If there be no such candidate the Council may, in its discretion, fill the vacancy by inviting nominations by notice in the Journal and, if necessary, holding a postal ballot or where these recruitment methods have failed, by co-opting an eligible, willing Member or it may defer filling the vacancy.
(2) In the case of the vacancy in the membership of the Council for a Council Member (including title of Branch or Section) or their nominated deputy the Council shall cause the same to be filled by the Branch or Society concerned.
(3) Notwithstanding the foregoing, a Member appointed to fill such a vacancy in the membership of the Council shall serve until the end of the three-year period of the vacant place.
53. All acts of any meeting of the Council or of a committee, task group or working group of the Council, or of any person acting as a member of the Council shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person acting as aforesaid or that such person was 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.
54. From November 2007 a resolution in writing, signed by the required majority of the members of the Council for the time being entitled to receive notice of a meeting of the Council shall be valid and effectual as if it had been passed at a meeting of the Council duly convened and held.
THE BOARD
55 (1) The Board shall be the directors of the Institute and shall be the following,
namely:-
(a) the Chief Executive Officer to be appointed by the Board;
(b) the Finance Director to be appointed by the Board in conjunction with the Chief Executive Officer
(c) the Operations Director to be appointed by the Board in conjunction with the Chief Executive Officer
(d) the Chairman, Vice-Chairman and Immediate Past Chairman of the Institute Council; and
(e) no more than six members of the Institute to be appointed by of the Council in such manner as may be prescribed by the Bye-Laws of the Institute;
(f) such number of associate directors as the Board shall determine whose appointment shall be governed by the provisions of sub-paragraphs (7) - (10) of this Article.
(g) The Company Secretary who shall be non-voting
(2) The members of the Board referred to in sub-paragraph (d) of paragraph (1) of this Article shall retire annually but shall be eligible for re-election. Other members of the Board shall serve for the terms for which they are appointed, usually three years and shall be subject to annual performance reviews against criteria set by Council.
(3) A member of the Board may resign from the Board by giving three months' notice in writing to the Chairman of the Board and Secretary and thereupon their seat shall be vacant. A member of the Board who shall resign under this Article shall not thereby be disqualified from being at any time thereafter re-elected or re-appointed.
(4) Non Executive Directors of the Board may be paid their reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board or any committee thereof, or general meetings or in connection with the business of the Institute on such terms and on such scale as may from time to time be prescribed by the Board.
Executive Directors may be paid a salary to be determined by the appropriate Committee set up by the Board.
(5) The Institute may from time to time by ordinary resolution increase or decrease the number of members of the Board.
(6) The Board may appoint Associate Directors. Any associate director shall not be obliged to be a Member. The appointment of a person to be an associate director shall not, save as otherwise agreed between them and the Institute and the subsidiary of the Institute (if any) in whose service they may be, affect the terms and conditions of their employment by the Institute or by any such subsidiary, whether as regards duties, remuneration, pension or otherwise.
(7)The appointment and removal and the powers, duties and remuneration of an associate director shall be determined by the Board. The Board shall have the right to enter into any contract on behalf of the Institute or transact any business of any description without the knowledge or approval of associate directors, except that no act shall be done that would impose any personal liability on any or all of the associate directors except with their knowledge and consent.
(8) An associate director shall not be, nor have the power to act as, a Director of the Institute nor be entitled to receive notice of or attend or vote at meetings of the Board nor shall they be deemed to be a Director of the Institute for any of the purposes of these Articles, nor shall they be entitled to use the word "director" in their title without it following the word "associate".
(9) The Chief Executive Officer and any such associate directors shall hold office for such time as the Board shall decide.
POWERS AND DUTIES OF THE BOARD
56. The business of the Institute shall be managed by the Board who may exercise all such powers of the Institute as are not, by the Act or by these Articles, required to be exercised by the Institute in general meeting or by the Council and who shall exercise all such powers of the Institute as directed by the Council, subject nevertheless to the provisions of the Act or these Articles and to the Bye-Laws, being not inconsistent with the aforesaid provisions and not constituting such an addition to or amendment thereof as could only lawfully be made by special resolution as may be prescribed by the Institute in general meeting, but no Bye-Law made by the Institute in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. Without prejudice to the foregoing, the Board shall be responsible for managing the following aspects of the business of the Institute:
(a) the professional aspects of the business including the progression of the Institute's professional aims;
(b) the conduct of the Institute's relationships with other persons or bodies, including Central and Local Government, trade associations and other institutional bodies;
(c) the administration and maintenance of the Institute's services to Members and any other persons as may be interested therein, including the Institute's information services;
(d) the financial affairs of the Institute and the preparation and maintenance of the Institute's books, registers and accounts;
(e) the promotion, organisation, staging, advertising and publicising of exhibitions, displays, conferences, seminars and meetings;
(f) the administration of any subsidiary company of the Institute and the appointment of officers to such subsidiary company:
(g) save as required to be elected by resolution of the Council or of a general meeting pursuant to these Articles, the appointment of officers of the Institute.
(h) setting up committees to monitor the financial arrangements and performance of the Institute, the remuneration and expenses of directors and the Chief Executive Officer and any other matters as may be thought appropriate.
57. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Institute, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
58. The Board shall cause minutes to be recorded :
(a) of all appointments of directors and officers made by the Board;
(b) of the names of the officers present at each meeting of the Board and of any committee of the Board;
(c) of all resolutions and proceedings at all meetings of the Board and of the committees of the Board.
59. The Board may from time to time invest in the name of the Institute any monies not immediately required for the purposes of the Institute in trustee securities and may from time to time vary or convert such securities for the purposes of the Institute or deposit them with a banker as security for monies loaned to the Institute.
60. The Board shall from time to time as the Council directs establish branches in the British Islands or in any other country and the Board may dissolve any such branch.
DISQUALIFICATION OF MEMBERS OF THE BOARD
61. The office of Director of the Board in the case of those Directors appointed under sub sections (d) and (e) of Section 56 (1) shall be vacated if the member ceases to be a member of the Council for whatever reason and in the case of all Directors:-
(a) becomes bankrupt or makes any arrangement or composition with their creditors; or
(b) becomes prohibited from being a director by reason of any order made under the Company Directors Disqualification Act 1986; or
(c) becomes of unsound mind; or
(d) resigns their office by notice in writing; or
(e) ceases to be a Director by virtue of the Act; or
(f) ceases to be a director pursuant to a resolution passed in accordance with the Act
MEMBERS OF THE BOARD
62. The Chairman of the Board shall be appointed by the Council. Other members of the Board shall be elected or appointed or become members of the Board in the manner prescribed by Article 56.
63. The Council or Institute may by extraordinary resolution remove any member of the Board before the expiration of their period of office, and may by an ordinary resolution appoint another in their stead, but any person so appointed shall retain their office so long as the member in whose place they are appointed would have held the same if they had not been removed.
PROCEEDINGS OF THE BOARD
64. The Chairman and in their absence the Vice-Chairman of the Board shall preside, or if both be not present within five minutes of the time appointed for holding the meeting a Chairman shall be elected from amongst those present.
65. The Board may meet for the despatch of business, adjourn, and subject to the provisions of these Articles and the Bye-Laws, may regulate their meetings as they think fit. Except as otherwise provided in these Articles or the Bye-Laws, every question at a meeting of the Board shall be determined by a majority of the votes of the members of the Board present and voting, every member of the Board having one vote, and in the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
66. The Secretary, on the requisition of the Chairman of the Board or any five members of the Board, shall at any time summon a meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to any member of the Board for the time being absent from the British Islands.
67. No Member may be present at meetings of the Board except by the permission of the Chairman of the Board.
68. The quorum necessary for the transaction of the business of the Board shall be five.
69. The members for the time being of the Board may act notwithstanding any vacancy on their body, but, if and so long as their number is reduced below the number required by these Articles as the necessary quorum of members of the Board, the members of the Board for the time being may act for the purpose of increasing the number of members of the Board to that number, or of summoning a general meeting of the Institute, but for no other purpose.
70. The Board may delegate any of their powers to committees, Task Groups, Working Groups or Lead Officers, consisting of such members of the Institute as it thinks fit. Any such committee, Task Group, Working Group or Lead Officer shall in the exercise of the powers so delegated conform to any regulations which may be imposed on them by the Board and by these Articles and by the Bye-Laws.
71. All meetings of committees, Task Groups, Working Groups and Lead Officers shall be convened in accordance with the manner prescribed by the Standing Orders of the Council.
72. All acts of any meeting of the Board or of a committee of the Board, or of any person acting as a member of the Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person acting as aforesaid or that such person was 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 Board.
73. From November 2007 a resolution in writing, signed by a majority of the members of the Board for the time being entitled to receive notice of a meeting of the Board shall be valid and effectual as if it had been passed at a meeting of the Board duly convened and held.
OFFICERS AND EMPLOYEES
74. (1) The officers of the Institute shall be the Chairman of the Institute Council, the Vice Chairman of the Institute Council, the second Vice Chairman of the Institute Council, Immediate Past Chairman, Secretary, Chief Executive Officer, Chairman of Board, Vice Chairman of Board and other officers whose posts may from time to time be established by a resolution of Board and the Chief Executive Officer.
(2) The Chief Executive Officer shall be appointed by the Board upon such conditions as they think fit. Any officer so appointed may be removed by them.
75. (1) The Board may in conjunction with the Chief Executive Officer appoint and remove and reasonably remunerate such employees as may be necessary for the due and proper discharge of the business of the Institute and such employees shall have such powers and indemnities and perform such duties and be subject to such regulations as the Board determine.
(2) The accounts of any officer or employee may be settled and allowed, or disallowed, either wholly or in part by the Board. An officer who has become bankrupt or has compounded with their creditors, or a Member who has been suspended or has had their name removed from the Register, shall thereupon be disqualified from acting as, and shall forthwith cease to be, an officer; provided that until an entry of the disqualification be made in the minutes of the Board, their acts in their office shall be of the same effect as if they had acted as a qualified officer.
SECRETARY OF THE INSTITUTE
76. In relation to the appointment of the Secretary the provisions of the Act shall apply and be observed. The Board 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.
77. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a member of the Council and the Secretary shall not be satisfied by its being done by or to the same person acting both as a member of Council and as, or in the place of, the Secretary and a provision of the Act or these Articles requiring or authorising a thing to be done by or to a member of the Board and the Secretary shall not be satisfied by its being done by or to the same person acting both as a member of the Board and as, or in the place of, the Secretary.
INDEMNITY FOR MEMBERS OF THE COUNCIL, THE BOARD, OFFICERS AND EMPLOYEES
78. The members of Council and the members of the Board and officers and employees of the Institute shall be indemnified out of the funds and property of the Institute from and against all costs, charges, losses, damages and expenses whatsoever which they or any of them shall sustain or incur in the bona fide exercise of their powers or duties as such members of the Council, Board, officers or employees, subject always to the provisions of the Act.
ACCOUNTS
79. (1) The Board shall cause proper books of account to be kept with respect to:-
(a) all sums of money received and expended by the Institute and the matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Institute; and
(c) the assets and liabilities of the Institute.
(2) Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Institute's affairs and to explain its transactions.
80. The books of accounts shall be kept at the registered office of the Institute, or, subject to the Act, at such other place or places as the Board thinks fit, and shall always be open to the inspection of the members and the Council.
81. The accounts and books of the Institute shall be open to the inspection of the Members, not being members of the Council, at all reasonable times during business hours subject to any reasonable restrictions or conditions as to time and manner of inspecting the same which may from time to time be imposed by the Institute in general meeting.
82. The Board shall from time to time in accordance with the Act, cause to be prepared and to be laid before the Institute in general meeting such income and expenditure accounts, balance sheets, group accounts (if any) and reports as are referred to in those Sections.
83. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Institute in general meeting, together with a copy of the auditor's report, shall not less than twenty-one days clear days before the date of the meeting be sent to the auditors and made available to every Member via the Institutes website, following prior notification by electronic or hard copy means; provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Institute is not aware.
AUDIT
84. At least once in every year the accounts of the Institute shall be examined and the correctness of the income and expenditure account and the balance sheet ascertained by one or more properly qualified auditors.
85. Auditors shall be appointed and their duties regulated in accordance with the Act.
NOTICES
86. A notice may be given by the Institute to any Member either personally or sending it by post to them or to their registered address, or (if they have no registered address within the British Islands) to the address, if any, within the British Islands supplied by them to the Institute for the giving of notice to them. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected at the expiration of seventy-two hours after the letter containing the same is posted or, in the case of a notice contained in an electronic communication, at the expiration of forty-eight hours after the time it was sent.
87. (1) Notice of every general meeting shall be given in the same manner hereinbefore authorised to:-
(a) every Member except those Members who (having no registered address within the British Islands) have not supplied to the Institute an address within the British Islands for the giving of notices to them;
(b) every auditor for the time being of the Institute.
(2) No other person shall be entitled to receive notices of general meetings.
88. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
BYE-LAWS
89. (1) Bye-Laws for the purpose of regulating the affairs, procedure, government and property of the Institute, and the duties, tenure, appointment and removal of officers and for the purpose of prescribing anything left by these Articles to be prescribed by the Bye-Laws may, subject as hereinafter provided and so far as the Bye-Laws are not inconsistent with these Articles, from time to time be made, amended, altered and revoked by the Members in any general meeting.
(2) In case of any difference or inconsistency between these Articles or any of them and the Bye-Laws or any of them the provisions of these Articles shall prevail.
DISSOLUTION
90. The provisions of 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 same were repeated in these Articles with the addition at the end of such clause of the words "or in default of any such determination shall be given to some charitable object".
BYE-LAWS
of the
TRADING STANDARDS INSTITUTE
(Adopted by resolution duly passed on the 10th day of July 2007 and
amended on 8th July 2008 and 13th July 2009)
INTERPRETATION
1 (a) “Articles” means the Articles of Association of the Institute
(b) Unless the context otherwise requires, words or expressions contained in these Bye-Laws shall bear the same meaning as in the Companies’ Act 1985 (as amended) but excluding any statutory modification thereof not in force at the date at which these Bye-Laws become binding on the Institute or as otherwise herein provided or as otherwise provided by the Articles.
(c) In these Bye-Laws the expression “Local Authority” means any such Local Authority as is responsible in law for the enforcement of those statutory acts which Members are engaged in administering and “Local Authorities” shall be construed accordingly.
MEMBERSHIP
2 (1) The Institute shall consist of a President, Vice Presidents, fellows, full Members, retired Members, associates, student Members, honorary Members, corporate affiliates, affiliates and international Members.
(2) The Members whose names appear on the Register at the date on which these Bye-Laws are adopted, and such other persons as may be elected in accordance with these Bye-Laws shall be the Members.
3 (1) The President and Vice Presidents of the Institute may or may not possess the qualifications for Membership of the Institute but shall have all the rights and privileges of a Member.
(2) The President shall be elected by the Council on such date as it shall prescribe and shall retire annually but shall be eligible for re-election.
i. The Vice Presidents shall be elected by the Council for a period of five years after which time the Vice Presidents shall retire but shall be eligible for re-election. The nomination papers shall set out the reasons for the nomination and be supported by the seconder and not less than six signatures of Members of the Institute and provided in writing to Council Members prior to consideration.
Vice Presidencies shall be awarded to notable persons who are in a position to help with exemplary service to the Institute in the future.
4 (1) "A fellowship" of the Institute may be granted, at the discretion of the Council, to any Member of at least ten years' standing who has
(a) made an original contribution in the field of knowledge of Trading Standards of such excellence as the Council approve for this purpose; or
(b) otherwise rendered distinguished service to the Institute and to the objects which the Institute serves; and a "fellow" shall be any person who has been granted a fellowship.
The fellows for the time being shall be known collectively as "The College of Fellows of the Trading Standards Institute" ("the College") and may from time to time meet together under that title.
The College shall hold at least one meeting per year, which shall be an annual general meeting and thereat elect a Chairman and Vice Chairman, a Registrar who shall be the Secretary and Treasurer and four Trustees.
The College may from time to time submit to the Council nominations for a fellowship and the Council may, at its discretion, accept or reject such nominations.
The College shall report all its proceedings to the Council which may by resolution approve any such report or may refer it back in part or in whole for further consideration by the College and no act or proceedings of the College shall be of any effect unless and until confirmed by resolution of the Council.
A fellow who holds retired Membership shall be eligible for election to the Council and shall be entitled to the rights and privileges of a Member.
(2) A "full Member" shall be a person duly admitted as a Member of the Institute on the date of adoption of these Bye-Laws or a person duly admitted as a full Member of the Institute after such date by the Board and holding an appropriate qualification as prescribed in the Bye-Laws and an engagement acceptable to the Board. Any Member temporarily disengaged may however, at the discretion of the Board, retain their Membership of the Institute.
For the purpose of this Bye-Law an appropriate qualification shall mean the appropriate statutory qualification to act in Great Britain as an Inspector of Weights and Measures or the Diploma in Consumer Affairs or the Diploma in Consumer Affairs and Trading Standards.
The criteria for full membership to be met by individuals who do not hold an appropriate qualification shall be:-
• Recommendation from an established Branch of the Institute
• The applicant must also have made a significant contribution to the Trading Standards Service, such as recognition as an expert, membership of a regional/national panel, involvement in training or contribution to Branch activities
and subject to the approval of the Board.
(3) A "life Member" shall be a person who is elected a life Member of the Institute by the Council in recognition of exceptional services to the Institute or the trading standards profession in the past but may still be in full time employment. A life Member shall not be required to pay any subscription to the Institute but otherwise shall be entitled to the rights and privileges of a Member. The nomination papers shall set out the reasons for the proposal and require a seconder plus the signatures of not less than six Members of the Institute and provided in writing to Council Members prior to consideration.
(4) A "retired Member" shall be a person who has been duly admitted by the Board as a retired Member and who, having been a full Member or an associate of the Institute, ceased to be eligible for such Membership or associateship on retirement from their qualifying appointment. Such retired person may become a retired Member of the Institute subject to such conditions as may be prescribed by the Board and shall have all the rights and privileges of a Member.
(5) An "associate member" must have been duly admitted by the Board as an associate of the Institute and shall be a person holding an appropriate qualification as prescribed in the Bye-Laws and an engagement acceptable to the Board in the field of trading standards, the public services or with a consumer orientated body either within the British Islands or elsewhere, provided that such person is not eligible for any other class of Membership may be admitted as an associate.
An associate shall have all the rights and privileges of a Member except the right to vote and shall not be eligible for election to the Council.
For the purpose of this Bye-Law an appropriate qualification shall mean as prescribed by the Board.
(6) A "student Member" shall be a person who has been duly admitted by the Board as a student Member and shall be a person who is registered as a student for one of the Institute’s qualifications or other course of study eventually intended to lead to one of the Institutes qualifications.
Provided that such person is not eligible for any other class of Membership.
The maximum period of student Membership shall be limited to a period of four years. Provided that an extended period of student membership may be granted where the Board considers that a student Member has demonstrated exceptional reasons why the four year limit should not apply in a specific case.
A student Member shall have all the rights and privileges of a Member except the right to vote and shall not be eligible for election to the Council.
(7) An “honorary Member” shall be a person, duly admitted by the Council as an honorary Member, who has attained eminence in the administration of the laws relating to trading standards or distinguished attainments associated with or interested in the work of trading standards officers. An honorary Member shall not be deemed to be a Member and shall not be entered on the Register and shall not be under any liability for the debts and liabilities of the Institute. An honorary Member shall not be required to pay to the Institute any subscription and shall not have the right to vote and shall not be eligible for membership of the Council. An honorary Member shall remain an honorary Member for as long as the Council shall determine.
(8) A "corporate affiliate member" shall be a body corporate admitted by the Board as a corporate affiliate which is desirous of promoting the objectives of the Institute.
A corporate affiliate shall not have the right to vote or be eligible for Membership of the Council. The conditions relating to corporate affiliateship and the amount of subscriptions due to the Institute shall be decided by the Board.
(9) An "affiliate member" shall be a person who has been duly admitted by the Board as an affiliate on such conditions as the Board may decide for each person and shall be a person who is not eligible for any other class of Membership but who is desirous of promoting the interests and objectives of the Institute. The conditions relating to affiliate membership and the amount of subscription due to the Institute shall be decided by the Board.
(10) An “international Member” shall be an individual or an organisation resident outside the British Islands which has been duly admitted by the Board as an international Member and which is desirous of promoting the objectives of the Institute. An international Member shall not have a right to vote or be eligible for election to the Council. The conditions of International Membership and the amount of subscription due to the Institute shall be decided by the Board.
5 Such classes of Members as are referred to in this Bye-Law may denote and indicate in writing their Membership of the Institute by appending to their name such of the following abbreviated designations as may be applicable to their class of Membership:-In the case of: Abbreviated designation
A fellow, F.T.S.I.
A full Member, life Member or retired Member M.T.S.I..
An associate or retired associate A.T.S.I.
and student Members, corporate affiliate, affiliate Members, international Members and honorary Members may denote and indicate in writing their membership by appending to their name the words;
‘Student Member of the Trading Standards Institute’
‘Corporate Affiliate Member of the Trading Standards Institute’
‘Affiliate Member of the Trading Standards Institute’
‘International Member of the Trading Standards Institute’
‘Honorary Member of the Trading Standards Institute’
6 (1) The rights and privileges of every Member shall be personal to themselves and shall not be transferable, transmissible or assignable to any other person or body.
(2) The Membership of whatever category of any person shall cease forthwith if eligibility for Membership ceases or if such person is found to be in breach of the Code of Professional Conduct or Equalities and Diversity Policy, provided that where any person has been properly admitted into any class of Membership by the Council or the Board (as the case may be) their Membership shall not cease solely as an immediate consequence of any change in the Articles or Bye-Laws in respect of that class of Membership.
7 (1) All applications for admission as a Member pursuant to Bye-Laws 4(2), (4), (5), (6), (8), (9) and (10) shall be made to the Board as may from time to time be prescribed and shall be accompanied by a certificate of recommendation signed by two Members.
1) The Board shall determine whether an applicant for Membership pursuant to Bye-Laws 4(2), (4), (5), (6), (8), (9) and (10) shall be admitted to the Institute. The Board shall not be bound to give any reason as to why an application for Membership is rejected. The Board may delegate the administrative responsibility of determining membership to the Chief Executive or the Secretary, subject to final endorsement.
(3) If an applicant for Membership pursuant to Bye-Laws 4(2), (4), (5), (6), (8), (9) and (10) is rejected by the Board, such an applicant may, by serving a written notice of appeal on the Council, appeal for the decision of the Board to be referred to the Council's Professional Conduct Committee specifically appointed for that purpose, whose powers, duties, procedures and composition shall be determined by the Council. The Professional Conduct Committee shall consider the appeal within three months following the Council's receipt of notice of appeal. The decision of the Professional Conduct Committee shall be final.
(4) The Council, at its discretion, shall determine whether any person or body shall be admitted to the Institute pursuant to Bye-Laws 4(1), (3) and (7) and its decision not to admit any person or body shall be final and the Council shall not be bound to give any reason for its refusal.
8 (1) The provisions of the Act shall be observed by the Institute and every Member shall either sign a written consent to become a Member or sign the register on becoming a Member and shall sign an undertaking to observe these Articles, the Bye-Laws and the Rules and Regulations of the Institute, the Code of Professional Conduct and the Equalities and Diversity Policy for the time being in force and any decision of an annual general meeting of the Institute.
(2) No Member shall in dealing with the Institute's affairs represent or purport to represent the views of the Institute without the express permission of either the Chairman of the Council or the Chief Executive Officer, unless they are acting in their capacity as chairman or secretary of a committee set up by the Council or the Board or as an officer of the Institute or Lead Officer.
(3) Every Member shall from time to time notify the Secretary of the address of the place at which they are employed or of their residence and the address so notified shall be deemed to be their registered address.
9 If any Member shall leave at or send by post or facsimile to the registered office of the Institute a notice in writing signed by them self or an electronic mail communication addressed to the Secretary, stating that they desire to resign their Membership of the Institute, they shall cease to be a Member from the date on which such notice shall have been received at the said office.
10 (1) If any Member of whatever category is guilty of dishonourable or unprofessional conduct, or of conduct prejudicially affecting the welfare of the Institute or any of the Members as set out in the Code of Professional Conduct or the Equalities and Diversity Policy, or of a breach of these Articles or the Bye-Laws, they may be suspended from membership of the Institute for such period, not exceeding two years, or expelled from the Institute as any of the committees constituted under Bye-Law 10(2) may determine.
(2) A complaint that a Member is guilty of any conduct specified in Bye-Law 10(1) shall be heard in the first instance by the Council's Professional Conduct Committee specifically appointed for that purpose, whose powers, duties, procedures and composition shall be determined by Members at and annual general meeting.
Any Member against whom a complaint has been made and who is dissatisfied with the decision of the Professional Conduct Committee can appeal to the President's Committee, which shall consist of the President and two Vice Presidents, or of three Vice Presidents selected by the President. The powers, duties, and procedures of the President's Committee shall be determined by the Council. The decision of the President's Committee shall be final.
(3) Members at an annual general meeting may from time to time approve a Code of Professional Conduct and an Equalities and Diversity Policy for the guidance of the committees constituted under Bye-Law10 (2) by a majority vote.
11 Every person who is elected a Member (of whatever category) shall be notified in writing by the Secretary of their election, and shall be made aware of the Memorandum of Association, the Articles of Association, the Bye-Laws of the Institute, and the Code of Professional Conduct and the Equalities and Diversity Policy in force for the time being respectively.
12 Every Member (of whatever category) shall be supplied with a Certificate of Admission in such form as the Board may from time to time prescribe and prepared at the expense of the Member which they shall hold as bailee, the Certificate remaining the property of the Institute.
13 (1) Members shall pay to the Institute in advance such annual subscription and in such a manner as may be prescribed by the Bye-Laws. Different rates of subscription may be prescribed for the several categories of Members. The Bye-Laws may also make provision for additional sums by way of a premium to be paid in the event of payments by instalments.
(2) No Member of whatever category shall be entitled to any of the rights or privileges of Membership unless either the subscription due is paid in full or, where instalments payments have been agreed, the instalment payments are up to date.
(3) The Board may order a letter to be sent to any member by recorded post if their membership fee, or instalment, remains outstanding for more than two calendar months. If the member remains in default of payment, the Board may order that the member’s name be struck from the register after one calendar month has elapsed from sending a second similar letter by recorded post.
(4) Any Member who under the provisions of these Articles resigns or who is required to resign their Membership or whose name is removed from the register or who otherwise ceased to be a Member shall remain liable to pay the amount of their current annual subscription and any other sums due from them to the Institute.
14 (1) The annual membership subscription (including the Journal) for Members except the President, Vice Presidents, life Members, honorary Members, international Members, affiliates and corporate affiliates, shall be calculated each year on the following basis:-
• full Members – unless otherwise resolved at an annual general meeting, for any year commencing 1st January, an amount equal to the amount of the annual subscription payable in respect of the previous year increased by a percentage equal to the annual percentage increase in the Retail Prices Index published in September immediately prior to the commencement of the year in question rounded to the nearest pound sterling.
• associates – two thirds of the subscription of full Members rounded to the nearest pound sterling
• student Members – for their qualifying term of four years-nil as long as they remain in full time education, in all other cases the appropriate fee shall be 30% of the full membership rate.
• retired Members – one third of the subscription for full Members rounded to the nearest pound sterling provided the retired Member has retired from full-time employment.
(2) The annual subscriptions payable in each year in accordance with Bye-Law 13(1) will be notified to each Member, normally through publication in or with the Journal.
(3) Annual subscriptions shall be payable in advance and shall be due on election and on the 1st January in each year, provided
(i) that Member elected after 1st January in any year shall pay a pro rata amount of the annual subscription for that year from the 1st day of the month following their election; and
(ii) that an associate elected to full membership shall pay the difference between the subscription already paid in respect of their associate membership for the year of their election and the subscription for ordinary membership for that year;
(iii) that the Institute shall make alternative methods of payment available to members, including payment by instalments in accordance with the relevant consumer credit legislation.
ii. The imposition or increase of a charge for Members to attend the Institute’s annual conference shall only be made if approved by Members of any general meeting of the Institute.
(5) Notwithstanding Bye-Law 14(1) the Board shall be authorised to vary
the fees of International Members
15 A Member (of whatever category) who resigns their Membership or whose name is removed from the Register for failure to pay their annual subscription, or who is suspended or expelled from the Institute, shall forthwith at their own expense send their Certificate of Admission to the Secretary; provided (i) that in the case of suspension such Certificate shall be returned to the Member if they continue as such at the expiration of the period of suspension and (ii) that the Board may waive the requirements of this Bye-Law in such cases as they think fit to do so.
ELECTIONS FOR OFFICE AND COUNCIL – GENERAL PROVISIONS
16 Elections shall be conducted in the following manner:-
(a) a nomination form, in the form from time to time approved by the Council, shall be forwarded by the Secretary to each Member entitled to vote in such election not later than one calendar month before the date fixed for any such election. Where this Bye-Law refers to the Secretary, it shall mean the Secretary of the Branch or Section and where it refers to the next annual meeting of the Institute, it shall mean the next annual meeting of the Branch or Section.
(b) Any Member entitled to vote in such election shall be entitled to nominate an eligible Member for each office respectively. A nomination shall not be valid unless the form bears the written consent of the nominee under their signature and is received by the Secretary not later than noon on the date prescribed for that purpose and printed on the form.
(c) If only one person is nominated for any appropriate office or no more than the required number of persons are nominated for Council they shall be duly elected
(d) If more than one person is nominated for any office or more than the required number for Council, the Secretary shall notify each nominee for that office of the names of all persons validly nominated and any nominee may give notice to the Secretary to withdraw their nomination within the next forty-eight hours. If after the expiry of that time there shall still remain current valid nominations of more than the required number of candidates for office, the election shall be determined by a ballot of Members entitled to vote.
No person shall occupy more than one Council place simultaneously. If a Member is nominated for both office and as a nationally elected member of Council the votes for the position of officer shall be counted first and if elected to that office their name shall be withdrawn from the ballot for nationally elected member. Furthermore if a Member is nominated for both office and as a Council Member (including title of Branch or Section) and is elected to that office they shall resign as Council Member (including title of Branch or Section). Any person appointed to any office shall be excluded from occupying any other place on Council.
(e) The ballot shall be conducted in the following manner:-
(i) A voting paper in such form as the Council from time to time approves stating the names of the candidates for each office or position shall be sent by the Secretary, not less than fourteen days before the date fixed for the return of the voting papers, to each Member entitled to vote together with an addressed envelope for the return of the voting paper.
(ii) Each Member entitled to vote may vote for not more than one candidate for each office or more than the required number for Council. No Member may record more than one vote for any candidate. Voting papers marked otherwise than in accordance with this provision shall be void.
(iii) The voting paper shall be returned to the Secretary so as to be received not later than noon on the date prescribed for that purpose and printed on the form and if not so received by the Secretary shall be void
(iv) The Institute, Branch or Section shall appoint three scrutineers, who shall be members entitled to vote but who shall not be candidates or officers of the Institute, to count the votes and report the result to the Secretary.
The report of the scrutineers shall finally determine the election and shall not be open to objection. The Secretary shall report the result to the next annual general meeting of the Institute and in the event of equality of votes for two or more candidates the Members present at that annual general meeting and entitled to vote shall determine which candidate or candidates of those supported by an equal number of votes shall be elected.
17 The Council shall be competent to deal with and finally determine any difficulty or question arising in connection with any election provided for by these Bye- laws.
ELECTION OF CHAIRMAN AND VICE-CHAIRMEN OF THE INSTITUTE
18 The Chairman, Vice-Chairman and second Vice Chairman of the Institute Council shall be elected in accordance with the provisions of Bye-Law 16.
CHAIRMAN AND IMMEDIATE PAST-CHAIRMAN
19 The Chairman shall, at the end of their year in office and coinciding with an annual meeting of the Institute, automatically proceed to the office of Immediate Past-Chairman of the Institute Council.
ELECTION OF MEMBERS OF THE COUNCIL
20 (1) No more than three members of the Council shall be elected, by ballot of the Members in accordance with the provisions of Bye-Law 16.
(2) A member of the Council elected as a Council Member (including title of Branch or Society) or Deputy shall be elected by the members of a Branch or Section entitled to vote in accordance with Bye-Law 16, save for where Bye-Law 16 refers to the Secretary, it shall mean the Secretary of the Branch or Section and where Bye-Law 16 refers to the next annual meeting of the Institute, it shall mean the next annual meeting of the Branch or Section.
PROVISIONS FOR BY-ELECTIONS FOR ELECTED MEMBERS OF COUNCIL
21 (1) A member elected to Council by the Membership to fill a casual vacancy caused by the death, ineligibility or resignation of an elected Council member, shall be elected by the members entitled to vote in accordance with Bye-Law 16 and shall serve for the remainder of the term of office of the vacated seat but shall be eligible for re-election.
In the event of a casual vacancy occurring in the post of serving Chairman during their term of office the elected Vice Chairman shall act as Chairman until the end of the next Annual General Meeting. In the event of a casual vacancy occurring in the post of serving Vice Chairman during their term of office the second Vice Chairman shall act as Vice Chairman, in the event of a casual vacancy occurring in the post of second Vice Chairman, nominations will be sought from eligible Members in accordance with Bye-Law 16 except that the time provision in Bye-Law 16 (a) shall be reduced to fourteen days.
This latter procedure shall only be implemented where the period of office of any second Vice Chairman so elected would be more than three months from election.
(2) A member of the Council elected as a Council Member (including title of Branch or Society) or deputy to fill a casual vacancy caused by the death, ineligibility or resignation of a Council Member (Including title of Branch or Society) or deputy during their term of office, shall be elected by the members of the Branch or Section entitled to vote in accordance with Bye-Law 16,and shall serve for the remainder of the term of office of the vacated seat but shall be eligible for re-election. Where Bye-Law 16 refers to the Secretary, it shall mean the Secretary of the Branch or Section and where Bye-Law 16 refers to the next annual meeting of the Institute, it shall mean the next annual meeting of the Branch or Section.
APPOINTMENT OF CHAIRMAN, VICE CHAIRMAN AND MEMBERS OF THE BOARD
22 (1) The Chairman of the Board shall be appointed by Council for an initial term of three years. No more than six other members of the Board shall be appointed by the Council for three years, following advertisement and selection.
(2) If a vacancy on the Board is caused by the death, ineligibility or resignation of one of the Board members appointed by the Council, another suitable person shall be appointed by Council.
PROCEEDINGS OF THE COUNCIL
23 (1) The Secretary shall record the Minutes of the proceedings of the Council as required by Article 38. The minutes of any proceedings so recorded shall be submitted for confirmation at the next following meeting of the Council and when confirmed shall be signed by the Chairman of the meeting. The minutes when so signed shall be deemed a true and correct record of the proceedings of the Council.
(2) A report of the proceedings of each meeting of the Council shall be published in the Journal and on the Institutes Web Site as soon as practicable.
(3) The Council may from time to time make and adopt such Standing Orders being consistent with the Articles and these Bye-Laws, as they may consider necessary for the regulation of their proceedings and the due and expeditious conduct of the business of their meetings and for the prescription and regulation of the duties of any officer or Member of the Institute.
(4) The Council may, from time-to-time, create Task Groups, Working Groups, other bodies or appoint Lead Officers for the purpose of discharging the functions of the Institute and the Council shall determine the operating instructions for those groups or bodies as appropriate.
PROCEEDINGS AND TRANSACTIONS OF THE INSTITUTE
24 (1) The Secretary shall send to every Member copies of the documents mentioned in Article 84 in the manner prescribed therein.
(2) The Council shall, as soon as may be after 31st December in any year, caused to be prepared an annual report of the proceedings of the Institute and the Secretary shall make this available, after adoption by the Council, to every member not later than twenty-one clear days before the next annual general meeting via the Institute website, following prior notification by electronic or hard copy means.
(3) The Council shall cause to be prepared reports of all transactions and proceedings of the Institute (including Branches of the Institute) and, if they consider it to be desirable or necessary for the proper and due information of the Members, shall furnish copies thereof to the members by publication in the Journal or otherwise as they may determine.
PAPERS, PUBLICATIONS ETC.
25 (1) Papers proposed to be read before the Institute may be required to be submitted to the Council for acceptance and the draft, a synopsis thereof, shall be sent to the Secretary not later than the time which may from time to time be decided by the Council for such purpose.
(2) The copyright of all papers read before the Institute and of all reports and other matters issued and published by the Council or any Committee thereof or officers of the Institute or representative, Lead Officers or task groups, acting as such, shall vest in the Institute and it shall be a condition of the acceptance of any paper that the copyright shall vest as aforesaid. Permission to copy or reprint papers or other matter, the copyright of which is vested in the Institute may be granted in writing by the Secretary on behalf of the Institute subject to the person to whom such permission as aforesaid is granted undertaking to print on every such copy or reprint a suitable and prescribed acknowledgement and to comply with such other conditions as may be required.
BRANCHES OF THE INSTITUTE
26 (1) Each of the several districts of the Institute duly recognised as such by the Institute shall be constituted a Branch of the Institute as from the date as may appear from letters of accreditation already issued; provided that no Branch of the Institute shall exercise or be entitled to exercise any of the rights and privileges of a Branch of the Institute until letters of accreditation have been issued to the Branch by the Secretary on the application of the members of the Branch.
(2) Unless already issued letters of accreditation shall not be granted until the members of the Branch have by resolution at a general meeting undertaken to observe and conform to the requirements of the Memorandum of Association and the Articles and these Bye-Laws. A copy of such resolution together with a list of the names and addresses of the members of the Branch at the date thereof shall accompany the application for letters of accreditation.
(3) Letters of accreditation shall not be granted to any branch having less than twenty members (other than associate, affiliate and student members) who are also Members (other than associate, affiliate and student members) unless the Council or an annual general meeting of the Institute for good and sufficient reason otherwise determine.
(4) Letters of accreditation may be suspended by the Council and withdrawn by
resolution of annual general meeting of the Institute if any Branch fails to
comply with any requirement of the Articles or of these Bye-Laws or if the
membership of the Branch falls below twenty members who are also
Members (other than associate, affiliate and student Members). During any
period of suspension of its letters of accreditation, no Branch shall exercise
or be entitled to exercise and of the rights and privileges of a Branch and
any member of the Council elected as a Council Member (including title of
Branch or Section) of that Branch shall cease to be a member of he Council
for the period of such suspension or withdrawal as aforesaid.
(5) If the letters of accreditation be refused or withdrawn by resolution of an annual general meeting of the Institute, the Branch shall forthwith be wound up and dissolved and it shall be the duty of the officers of such a Branch, after paying the due and proper debts of the Branch, to forward as soon as may be all surplus monies and other property of the Branch together with a statement of account to the Secretary of the Institute.
(6) (a) Any Branch of the Institute, subject to sub-paragraph (b) below may by resolution adopted at an annual general meeting thereof and supported by at least two-thirds of the members present and voting, petition the Institute to grant a variation of the geographical area of the Branch.
(b) No Branch of the Institute may petition the Institute under sub-paragraph (a) above, unless any other Branch whose area may be varied by such a petition has by resolution adopted at a general meeting thereof and supported by at least two thirds of the members present and voting, approved the content of the petition.
(c) Notwithstanding (a) and (b) above, the Council may from time to time make proposals for the variation of the geographical area of any Branch
(d) No variation of the geographical area of any Branch shall be effective unless the same shall be approved by the Institute at an annual general meeting.
(7) A proposal to form a new Branch of the Institute may be made by the Council or by not less than twenty Members (other than associate, affiliate and student Members) working or living in a contiguous geographical area but no such new Branch shall be formed unless and until the proposal has been approved by an annual general meeting on the recommendation of the Council. The requirements of these Bye-Laws as to letters of accreditation shall apply to new Branches constituted under Bye-Law 26(1).
(8) A branch shall hold an annual general meeting and shall thereat elect a chairman and a secretary who must be Members (other than associate, affiliate and student Members). The annual meeting of the branch shall be held within fifteen months after the date of the last previous annual meeting. A branch may hold such other meetings as the members thereof decide and at one of these meetings elect a Branch Representative and a deputy to Council in time to notify the Secretary of that persons name before the Institute Annual General Meeting each year.
(9) Notice of every meeting of a Branch shall be sent to the Secretary together with a copy of the agenda not later than seven clear days before the date of the meeting.
(10) A Branch may make rules for the management and conduct of the Branch, but such rules shall not be inconsistent with the Articles or these Bye-Laws and shall not come into operation until they have been approved by the Council.
(11) No Branch or any officers or members of a Branch shall charge the Institute with any expenses, or pledge the credit of the Institute, and the Institute shall have no liability whatsoever for any debts incurred by or on behalf of a Branch.
(12) A meeting of a Branch shall not under any circumstances be, or be considered to be, a general meeting of the Institute.
(13) A Branch may elect committees from among its own members and may delegate to such committees such powers and duties within the capacity of the Branch as the members thereof by rules, Bye-Laws or otherwise may determine.
(14)
Any person elected to membership of the Institute shall also be automatically elected to membership of one of the established Branches in the same category of membership. Provided that the selected Branch has a right of refusal of any Member. Such right of refusal must not be exercised unreasonably or unlawfully. The selection of the specific Branch to be made by the applicant at the time of and on the original application for Institute membership. Existing Members will not be asked to select a Branch until January 2004 at the time of renewal of subscriptions. Thereafter a Member shall be free to select and transfer to another Branch at any time, provided the selected Branch formally accepts that Member. Members shall pay any Branch subscription with the Institute subscription and the Branch proportion, if any, of that subscription shall be refunded to the Branch annually. No person shall be a Member of more than one Branch unless under specific circumstances agreed by the Board or specifically provided for elsewhere in the Articles or Bye-Laws.
(15) The Chairman, Vice-Chairman, second Vice Chairman and Secretary of the Institute shall be ex-officio members of each Branch. Any other officer of the Institute or member of the Council shall be entitled to be present at any meeting of a Branch but shall not be entitled to vote on any question considered thereat unless they are a member of the Branch and shall not be entitled to speak thereat unless by permission of the chairman.
(16) The minutes of every meeting of a Branch together with copies of any papers presented at the meeting shall within one month from the date of the meeting be forwarded to the Secretary.
(17) A Branch shall not either by way of interview or otherwise communicate to any matter involving a question of policy with a Government Department or with any other body or person other than its members or another Branch of the Institute unless and until the written consent of the Council thereto has been granted, providing that nothing in this Bye-Law shall prevent a branch communicating with any body or person in connection with its internal organisation or the arrangement of its meetings.
(18) A Branch shall cause an annual report, a statement of income and expenditure and balance sheet to be prepared, audited and submitted to its members at the annual meeting of the Branch and shall forward a copy thereof together with a copy of any resolutions of such annual meeting thereon to the Secretary within one month of the date of such annual meeting.
(19) The Secretary of each Branch shall forward to the Secretary before 31st day of March in each year a list of names of the officers and of the members of the Branch at 31st day of January in that year.
(20) As soon as may be after the commencement of each financial year, there shall be paid out of the funds of the Institute to a branch in respect of any member of that Branch who was a Member during the previous financial year, and whose subscription to the Institute for the year was not in arrears at the 31st December in that year, the sum equal to ten per cent of the annual subscription for the member.
SECTIONS OF THE INSTITUTE
27 (1) Any organisation or body that consists of a majority of members of this Institute that has similar aims and objectives to this Institute should be allowed to form a Section of this Institute after receipt of a written constitution and statement of intent and after due consideration and agreement by Council.
(2) The Chairman, Vice-Chairman, second Vice Chairman, Chief Executive and Secretary of the Institute shall be ex-officio members of each section.
ADVERTISING APPOINTMENTS
28 The Council or Board as appropriate shall cause to be published in the Journal, or other appropriate publication and on the Web Site, advertisements inviting applications for all positions, save for those required to be filled by election, including officers or employees of the Institute and Lead Officers. The Council may, in exceptional circumstances, resolve to waive this provision.
29 The Council may, from time-to-time, create a committee for the purpose of monitoring and facilitating appointments and other related issues within the Institute.
(Updated and approved 10th July 2009)
