Certificate in Security Management – The examination consists of three mandatory and three selective modules:

The International Institute of Security

Certificate in Security Management – Member
The examination consists of three mandatory and three selective modules:
Mandatory Modules
1. English Law or Irish Criminal Law
2. Management
3. Fire Prevention & Control and Health & Safety
Selective Modules
1. The Security of Corporate Assets
2. Protection of Persons, Equipment, Information & Goods
3. Emergency Situations
4. Practical Retail Security
5. Information Security
6. Distribution Security - Road, Rail and Sea
Diploma in Security Management (Diplomate)
The examination consists of five mandatory modules:
1. Understanding Security
2. Threats to Security
3. Risk Management
4. The Legal System
5. Management
Exemptions
Exemptions from a requirement to undertake examinations at Member and Diplomate level in English Law, Irish Criminal Law, The Legal System and Management are available in limited cases. Applications for exemption must be made to the Company Secretary before any other examination modules are entered for.
Certificate in Retail Security Management
This examination consists of two modules, namely:
a. Practical Retail Security
b. Security Orientated Law as it effects the Retailer.
Whilst Module 1 above is a selective module, a combination of modules (a) and (b) is available to retail managers who have a responsibility for overseeing or management or a corporate security function ie: facilities manager, but who possess little or no previous retail security experience or knowledge.
The study material for these two specific modules is contained in 'Retail Loss Control', published by the Caltrop Consultancy Ltd. A Distance Learning Course of 20 weeks duration is available through the Caltrop College to assist students in preparation for exams.
Bye-Laws www.iisec.co.uk/pages/byelaws.html

Bye-Law No. 1 – Responsibilities of Directors (Trustees)
1. The responsibilities of Directors, also known as Trustees, constituted under the Institute's Memorandum and Articles are contained in the relevant statutes, namely the Companies Acts and legislation and rules controlling the work and operation of Charities. Directors are required by law to comply with this legislation.
2. The over-riding duty of a Director is to the Institute.
3. A Director is required to declare any pecuniary interest in any activity relevant to his/her work
as a Director of the Institute to the Company Secretary.
4. Directors are responsible for:
(a) The determination of the security related educational character and mission of the
Institute and for oversight of its activities.
(b) The effective and efficient use of resources, the solvency of the Institute, and for
safeguarding its assets.
(c) Approving annual estimates of income and expenditure.
(d) Establishing the framework for the payment and conditions of employment of
employees and the circumstances for the termination of employment of employees.
(e) Maintenance of confidentiality of discussions, debates and circulated papers
concerning appropriate Institute matters.
5. The offer and acceptance of gifts or invitations by Directors, other than those considered to be
insignificant and in the normal course of business, should be reported to the Company
Secretary.

Bye-Law No. 2 – Code of Professional Conduct and Ethics
Members of the Institute of all grades are expected to:
(a) To conduct their personal and business activities with honesty, integrity, and within the
highest moral principles avoiding any conduct which could be interpreted as
prejudicial or detrimental to their profession, the Institute and its members, or the wider
security industry.
(b) To conduct all work within the bounds of legality, morality and recognised professional
standards.
(c) To safeguard the professional reputation or practice of themselves, professional
associates and members of the Institute, clients and employers.
(d) To ensure that they and those who work for them act in accordance with best practice
and the highest ethical standards.
(e) To safeguard confidential information, whatever its source, and prevent unauthorised
disclosure.

Bye-Law No. 3 – Committee Structure and Responsibilities
1. General
(a) The Chairman of a Committee will collate the opinions of the Committee Members and
submit a written report before each meeting of the Board of Directors and
additionally as required.
(b) The Chairman of a Committee will ensure that any intended financial expenditure by
the Committee has the approval of the Chairman of the Finance Committee before
committing such expenditure.
(c) A copy of the minutes of all Committee Meetings will be forwarded to the Company
Secretary within two weeks of the holding of such a meeting.
(d) The Chairman of a Committee and the Committee Members will monitor the
national and/or international activity of the Committee's field of responsibility and
report any changes in the existing situation to the Board of Directors accordingly.
(e) The Chairman of the Board of Directors and the Chief Executive will be ex-officio
members of all Committees.
(f) The Chairman of a Committee, appointed by the Board of Directors, will subsequently
appoint Committee Members, from within the membership of the Institute, with the
approval of the Board.
(g) Except for the purposes of necessary short term liaison, there will be no cross
membership of the Question Committee, the Marking Committee or the tutorial
team engaged by the franchisee of the Learning Programmes.
2. Finance Committee – The direct responsibilities of the Committee will be to:
(a) Ensure the financial liquidity of the Institute.
(b) Approve all matters subject to financial expenditure.
(c) Recommend to the Board of Directors means of increasing the financial resources
of the Institute.
(d) Recommend to the Board of Directors appropriate annual subscription rates for all
categories of Institute membership.
(e) Control of all financial matters concerning the Institute.
3. Academic Liaison Committee – The direct responsibilities of the Committee will be to:
(a) Maintain and improve the existing learning and examination systems including study
materials.
(b) Prepare and present revised and new examinations at senior levels on security
related subjects based on appropriate study materials and recommending appropriate
accreditation.
(c) Establish and maintain liaison with the Question Committee and with appropriate seats
of learning to further the Institute's examination portfolio.
(d) Consider the introduction and availability of the Institute's examinations in domains
outside the United Kingdom.
(e) Liaise with the Distance Learning Programme franchisee(s) in the presentation of
seminars.
4. Question Committee (Panel) – The direct responsibilities of the Committee will be to:
(a) Prepare the question content for Institute examinations inclusive of specimen answers.
(b) Liaise with the Learning Programme providers concerning the standards of tuition.
(c) Liaise with the Academic Liaison Committee on new examination standards.
(d) Maintain liaison with the Institute's accreditation bodies as appropriate.
5. Research Committee – The direct responsibilities of the Committee will be to:
(a) Conduct research into all security related matters which may affect the Institute and its
membership.
(b) Ensure that the Memorandum and Articles of the Institute reflect the requirements of the
organisation and are appropriately practical.
(c) Prepare and maintain a Code of Practice for members.
(d) Prepare and maintain the Bye-laws of the Institute.
(e) Research all aspects of law, British Standards and other published areas including their
application which may affect the Institute and its members.
6. Marking Committee (Panel) – The direct responsibilities of the Committee will be to:
(a) Mark all Institute controlled examination answer papers and report individual results
to the Board.
(b) Liaise with the Question Panel.
7. Marketing/Editorial Committee – The direct responsibilities of the Committee will be to:
(a) Project and enhance the public image of the Institute to commerce, industry, government
and the media.
(b) Produce a quarterly newsletter.
(c) Arrange appropriate presentations to publicise the Institute, its standards and activities.
(d) Monitor relevant publications and recommend appropriate Institute response.
(e) Encourage industry, commerce and government to appoint professionally qualified
Institute members to fill appropriate appointments.
(f) Publicise the benefits of membership of the Institute to potential members and to
employers.
8. Thesis Adjudicating Committee (Panel) – The direct responsibilities of the Committee will be to:
(a) Consider and approve projected thesis titles and content submitted by members for
advancement to Fellowship.
(b) Read and consider acceptance/rejection of theses submitted by members for advancement
Fellowship.
(c) Recommend to the Board, as appropriate, those members whose theses are considered
acceptable for advancement to Fellowship.
9. Continuous Professional Development (CPD) Committee – The direct responsibilities of the
Committee will be to:
(a) Arrange training functions, some through liaison with the Distance Learning Programme
franchisee(s), to enable the membership of the Institute to meet CPD requirements.
(b) Validate claims by members in respect of CPD undertaken.
(c) Manage the CPD system on behalf of the Institute.
(d) Assess the training courses, conferences, seminars and other functions provided by
external organisations for suitability for CPD requirements.
(e) Liaise with external providers to enable validated functions to be promoted as validated
by the Institute for CPD requirements.
(f) Arrange or co-ordinate other training and briefing functions to enable the membership
of the Institute to meet CPD requirements.
(g) Validate the CPD claims for re-admission.
Bye-Law No. 4 – Advancement to Fellowship by submission of a Thesis
1. An applicant wishing to advance to Fellowship of the Institute must be a current 'Member' or
'Diplomate' of the Institute and have held such membership for a minimum of two years.
2. Advancement may be by the submission of a thesis which will be adjudged by the Board of
Directors.
3. The title and subject matter included in the thesis, which must be security related, will be of the
applicant's choice.
4. The applicant will submit to the Board the proposed title of the work on a single A4 sheet of paper
on which there will be an outline, in précis form, of the intended content of the thesis.
5. It must be clearly understood that the copyright of the submitted thesis passes to the International
Institute of Security which may, at its sole discretion, publish the work as they see fit.
6. Where candidates quote from other published material, the source of the quotation should be
given and all such quotations must be indexed and acknowledged in list form as an Appendix.
7. The submitted thesis will be in the following form:
(a) Submission will be in triplicate, each copy bound appropriately in permanent form and
suitably titled on the outside front cover.
(b) The work must be typed in black ink, double line spaced, on one side of the paper
only, on white A4 paper.
(c) The content of the thesis will be not less than 12,000 words and not more than 15,000
words.
(d) Diagrams, photographs, drawings and/or charts, in hard copy only, may be used as
support material in either black and white or colour.
(e) The candidate's forename and/or surname must not appear anywhere in or on the
submitted thesis. A nom-de-plume must be used.
(f) The certificate provided by the Company Secretary must be completed and returned to
the office of the Institute along with the thesis in triplicate and a registration fee of
£35.00 sterling.
8. The following advice is provided:
(a) The basing of a thesis on a premise or unproved statement which is developed by
logical argument and supported by facts will be acceptable.
(b) It will not be acceptable for a thesis to include an examination of a security related
subject such as current practices unless knowledge of the subject is advanced by
original research carried out or collated by the author.
(c) Plagiarism will disqualify. SEO Consultants may however, use short quotations to support
their views provided they are numbered, acknowledged and indexed.
9. Candidates may be requested to present themselves for oral examination in connection with the
submitted thesis.

Memorandum and Articles of Association www.iisec.co.uk/pages/memandarts.html
1. The Company's name is the International Institute of Security (and in this document is called "The Institute".
2. The Institute's registered office is to be situated in England and/or Wales.
3. The Institute's Objects ("the Objects") are:
3.1 The advancement for the public benefit of the practice of security (which for the purposes of this document shall mean the provision of security measures against loss or damage to person or property through inter alia theft, fraud, fire, terrorism, pollution, contamination, waste, neglect, negligence and other hazards) by the setting of educational standards, promotion of study and research, the collection and publication of educational material and holding of conferences, seminars and meetings.
3.2 The promotion and maintenance, for the benefit of the public of high standards of practice and professional care by those working within the security industry, and to achieve improved security standards for those involved in industrial, commercial and other undertakings involving the public, to secure maximum efficiency in those areas.
4. In furtherance of the Objects but not otherwise the Institute may exercise the following powers:
4.1 to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Institute;
4.2 to raise funds and to invite and receive contributions: provided that in raising funds the Institute shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
4.3 subject to clause 5 below to employ such staff, who shall not be directors of the Institute (hereafter referred to as "The Trustees"), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions
and superannuation to staff and their dependants;
4.4 to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;
4.5 to co-operate with charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them;
4.6 to take any gift of property, whether subject to any special trust or not, for any one or more of the objects;
4.7 subject to such consents as shall be required by law to borrow and raise money and to charge its property or any part thereof in any circumstances and upon such terms and conditions as the Institute may think fit.
4.8 to invest the monies of the Institute not immediately required for its purposes in or upon such investments securities or property as the Trustees shall think fit;
4.9 to print and publish any newspapers, periodical books, or leaflets which the Institute may think desirable for the promotion of the Objects;
4.10 to provide indemnity insurance to cover the liability of the Trustees (or any of them) which by virtue of any rule of law would otherwise attach them in respect of any negligence default breach of trust of duty of which they may be guilty in relation to the Institute: Provided
that any such insurance shall not extend to any claim arising from any act or omission which the Trustees (or any of them) knew to be in breach of trust or breach of duty or which was committed by the Trustees (or any of them) in reckless disregard of whether it was a
breach of trust or breach of duty or not;
4.11 to pay out of the funds of the Institute the costs, charges and expenses of and incidental to the formation and registration of the Institute;
4.12 to amalgamate with or purchase or otherwise acquire and undertake all or any part of the property assets, liabilities and engagements of any companies, institutions, societies or associations having Objects altogether or in part similar to those of the Institute and to transfer to any one or more of such organisations all or any part of the property assets, liabilities and engagements of the Institute.
4.13 to establish anywhere in the world district branch or sectional societies and local and other associations for the promotion of all or any of the Objects;
4.14 to acquire by gift, devise, purchase, lease, hire or otherwise any real or personal property and any estate or interest therein, and any rights or privileges necessary or convenient or capable of being used or applied for any of the purposes of the Institute and to hold, manage, alter, improve, sell, lease, dispose of or otherwise deal with all or any part of the same in such manner as may be thought expedient;
4.15 generally to obtain money for the Objects of the Institute in any lawful manner, and invest, apply or deal with the same in such manner as may be considered most desirable for effecting the Objects;
4.16 to affiliate, combine or co-operate with any association, society or corporation having
objects similar in general respects to those of the Institute or being or capable of being
conducted so as directly or indirectly to benefit the Institute or promote the Objects but so
that none of the funds of the Institute shall be paid to any such association, society or
corporation which does not prohibit the payment of any dividend or profit to its members to
an extent at least as great as is done by clause 5 below;
4.17 subject to the restriction mentioned in the last preceding clause to aid or receive aid from any such association, society or corporation as aforesaid and to subscribe to any society, corporation or association with a view to obtaining any advantages or benefits for or promoting the objects of the Institute and to subscribe to any fund, society, or object that may from time to time be considered deserving;
4.18 to apply, petition for or promote any Act of Parliament, Royal Charter or other authority, with a view to the attainment of the Objects for any of them;
4.19 to do all such other lawful things as are necessary for the achievement of the Objects.
5. The income and property of the Institute shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Institute and no Trustee shall be appointed to any office of
the Institute paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Institute: Provided that nothing in this document shall prevent any payment in good faith by the Institute:
5.1 of the usual professional charges for business done by any Trustee who is a solicitor, accountant or other person engaged in a profession, or by any partner of his, when instructed by the Institute to act in a professional capacity on its behalf: Provided that at no
time shall a majority of the Trustees benefit under this provision and that a Trustee shall withdraw from any meeting at which his or her appointment or remuneration, or that of his partner, is under discussion;
5.2 of reasonable and proper remuneration for any services rendered to the Institute by any member, officer or servant of the Institute who is not a Trustee;
5.3 of interest on money lent by any member of the Institute or Trustee at a reasonable and
proper rate per annum not exceeding 2 per cent less than the published base lending rate of
a clearing bank to be selected by the Trustee;
5.4 of fees, remuneration or other benefit in money or money's worth to any company of which a Trustee may also be a member holding not more than 1/100th part of the issued capital of that company;
5.5 of reasonable and proper rent for premises demised or let by any member of the Institute or a Trustee;
5.6 of any premium in respect of any indemnity insurance of the kind more fully described in Clause 4 (10) of this Memorandum.
6. The liability of the members is limited.
7. Every member of the Institute undertakes to contribute such amount as may be required (not exceeding £10.00) to the Institute's assets, if it should be wound up while he or she is a member or within a year after he or she ceases to be a member, for payment of the Institute's debts and liabilities contracted before he or she ceases to be a member, and of the costs, charges and expenses or winding up and for the adjustment of the rights of the contributories among themselves.
8. If the Institute is wound up or dissolved, and after all its debts and liabilities have been satisfied, there remains any property, it shall not be paid to or distributed among the members of the Institute, but shall be given or transferred to some other non-profit making body or charity having objects
similar to the Objects which prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Institute by Clause 5 above, chosen by the members of the Institute at or before the time of dissolution and if that cannot be done then to some other charitable
object.
ARTICLES OF ASSOCIATION OF THE INTERNATIONAL
INSTITUTE OF SECURITY
INTERPRETATION
1. In these Articles unless there be something in the subject matter or context inconsistent with:
"the Institute" means the company intended to be regulated by these Articles;
"the Profession" means the Profession as defined in the Memorandum;
"the Act" means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force;
"the Articles" means these Articles of Association of the Institute;
"clear days" in relation to a period of a notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
"executed" includes any mode of execution;
"the memorandum" means the Memorandum of Association of the Institute;
"Office" means the registered office of the Institute;
"the Seal" means the common Seal of the Institute if it has one;
"Secretary" means the Secretary of the Institute or any other person appointed to perform the duties of the Secretary of the Institute, including a joint assistant or deputy Secretary;
"the Trustees" means the directors of the Institute (and "Trustee" has a corresponding meaning);
"the Board" means the Trustees for the time being;
"member of the Institute" means a person whose name is entered on the appropriate Register of Members of the Institute and who will on the adoption of the Articles or subsequently thereto belong to any one of the classes into which members of the Institute are divided by the Articles;
"Bye-Laws" means the Bye-Laws made by the Board from time to time and which do not form part of the Articles;
"Qualification and Examination Regulations" means the qualification and examination regulations of
the Institute from time to time in force;
"the United Kingdom" means Great Britain and Northern Ireland; and
"in writing" means written, printed, faxed or lithographed, or partly one and partly another, and other modes of representing or reproducing words in a visible form;
words importing the masculine gender and shall include the feminine gender and words importing the singular number only shall include the plural number and vice versa; words importing persons shall include corporations.
Subject to aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as the Act.
CONSTITUTION
2. The subscribers to the Memorandum and such other persons as shall be admitted to membership of the Institute, in accordance with the Articles, and no others, shall be Members of the Institute and shall be entered on the appropriate Register of Members of the Institute accordingly.
3. 3.1 The Institute shall consist of the following classes of membership:
3.1.1 "Honorary Fellows". This class shall comprise all persons elected after the date of the adoption of the Articles as Honorary Fellows or transferred to the class of Honorary Fellows in accordance with the requirements of these Articles.
3.1.2 "Fellows". This class shall comprise all persons elected after the date of the adoption of the Articles as Fellows or transferred to the class of Fellows in accordance with the requirements of these Articles.
3.1.3 "Diplomates". This class shall comprise all persons elected after the date of the adoption of the Articles as Diplomates or transferred to the class of Diplomates in accordance with the requirements of these Articles.
3.1.4 "Members". This class shall comprise all persons elected after the date of the adoption of the Articles as Members or transferred to the class of Members in accordance with the requirements of these Articles.
3.1.5 "Graduates". This class shall comprise all persons elected after the date of the adoption of the Articles as Graduates or transferred to the class of Graduates in accordance with the requirements of these Articles.
3.1.6 "Associates". This class shall comprise all persons elected after the date of the adoption of the Articles as Associate members or transferred to the class of Associate members in accordance with the requirements of these Articles.
3.2 Of the above:
3.2.1 Fellows; and
3.2.2 Diplomates; and
3.2.3 Members; and
3.2.4 Graduates
shall be known as Corporate Members and all others shall be known as Non-Corporate Members. Non-Corporate Members shall not be members for the purposes of the Act or of Clause 4 of the Memorandum, and accordingly particulars in relation to them need not be entered in the
Register of Corporate Members kept pursuant to Section 352 of the Act.
REGISTER OF MEMBERS OF THE INSTITUTE
4. A Register of Corporate Members shall be kept pursuant to Section 352 of the Act and shall contain the names, addresses and occupations and class of every Corporate Member of the Institute, the date of entry on the Register as a Corporate Member of the Institute and the date at which that person ceases to be a Corporate Member of the Institute. A separate register shall be kept containing similar particulars of each of the Non-Corporate Members. All members shall promptly notify the Secretary of any change of address or occupation and the Secretary shall acknowledge such change and record it in the appropriate register. No entries shall be made in either register of elections of admissions of Members to the Institute until the elected or admitted persons have paid to the Institute the appropriate fees and subscriptions payable on such elections and admissions.
RIGHTS AND OBLIGATIONS OF MEMBERS OF THE INSTITUTE
5. 5.1 All Members of the Institute shall be bound by the Memorandum and Articles of Association
and the Bye-Laws of the Institute. The following special regulations shall apply:
5.1.1 Honorary Fellows shall not be liable to pay any entrance fees or subscriptions, or contribute to the income of the Institute in any way and unless qualified to vote in some other capacity, shall not be entitled to vote.
5.1.2 Associates shall not be entitled to vote.
5.2 All members of the Institute shall use their best endeavours to promote the objects and welfare of the Institute.
5.3 The rights and privileges of members of the Institute shall be personal to themselves, and shall not be transferable or transmissable by their own act, or by operation of law. Such rights and privileges shall cease upon ceasing to be a member of the Institute for any reason.
QUALIFICATIONS OF MEMBERS OF THE INSTITUTE
6. An application for election or transfer or admission into a particular class of membership of the Institute shall satisfy the Board that it meets the undermentioned qualifications required for election, transfer or admission to that particular class and the applicant, at the Board's discretion, may be
required to attend for interview:
6.1 Honorary Fellows
The Board shall have the power to elect as Honorary Fellows any persons, who (in the opinion of the Board) have acquired such eminence in the Profession rendered outstanding or exceptional services to the Profession, or the Institute, or have furthered the objects of the Institute, and are deemed by the Board worthy of such election and all Trustees shall be Honorary Fellows whilst serving as Trustees.
6.2 Fellows
The applicant at the date of election or transfer to this class shall:
6.2.1 have been in the class of "Members" of the Institute for a period of at least two years and have submitted a thesis (in accordance with the guidelines in the Qualification and Examination Regulations) approved by the Board. He will
have demonstrated a record of service to the profession that would in the opinion of the Board merit admission as a Fellow and, if required, have attended an interview with the Board; or
6.2.2 hold an academic qualification at MA, MSc or higher level in security, obtained at a university recognised by the Institute, have held active position in the security industry within the two years prior to the application and demonstrated a record of service that would in the opinion of the Board merit admission as a Fellow.
6.3 Diplomates
The applicant at the date of election or transfer to this class shall have successfully achieved an undergraduate Certificate or Diploma in security management, obtained at a university recognised by the Institute and have been employed or engaged in the security industry for at least two years immediately prior to application.
6.4 Members
The applicant at the date of election or transfer to this class shall have successfully completed the Institute Member examination in Security Management or such other qualification as may be stipulated in the Qualification and Examination Regulations.
6.5 Graduates
The applicant at the date of election or transfer to this class shall have successfully completed the IISec/City & Guilds of London Institute examination in Security Management (7252-02) or such other qualification as may be stipulated in the Qualification and
Examination regulations.
6.6 Associates
The applicant at the date of election to this class shall:
6.6.1 have enrolled upon a course leading to an Institute qualification; and be working towards that achievement PROVIDED that such membership shall automatically
terminate on the second anniversary of election unless the Board in its sole discretion shall decide otherwise any rights of a member of the Institute shall cease (including the right to use the accredited designation); or
6.6.2 hold a qualification of a professional body recognised by and which is acceptable to the Board.
DESIGNATIONS
7. Honorary Fellows shall be styled "Honorary Fellow of the International Institute of Security" and be entitled to use the abbreviated form "Hon FII Sec".
Fellows shall be styled "Fellow of the International Institute of Security" and be entitled to use the abbreviated form "FII Sec".
Diplomates shall be styled "Diplomate of the International Institute of Security" and be entitled to use the abbreviated form "Dip IISec".
Members shall be styled "Member of the International Institute of Security" and be entitled to use the abbreviated form "MII Sec"
Graduates shall be styled "Graduate of the International Institute of Security" and be entitled to use the abbreviated form "Grad II Sec".
Associates shall be styled "Associate members of the International Institute of Security" and be entitled to use the abbreviated form "AII Sec".
APPLICATION FOR MEMBERSHIP
8. Every applicant (except proposed Honorary Fellows) for election or admission or transfer to any class of Membership of the Institute, shall complete in writing the appropriate application form prescribed by the Board and sign, date and deliver the same to the Secretary. All applications shall be submitted to the Board, who shall have power to call for further or fuller information regarding the applicant and the applicant's qualifications.
MEMBERSHIP AND CLASS OF MEMBERSHIP TO BE APPROVED BY THE
BOARD
9. The power of election, admission and transfer of Members of the Institute shall be vested absolutely in the Board.
10. Subject to such regulations and on payment of such fees as the Board may from time to time prescribe every member of the Institute shall receive a Certificate of Membership under the Seal of the Institute showing to which category of membership they belong. Every certificate shall remain the property of the Institute and shall, upon written demand from the Board, be returned to the Secretary of the Institute. The Board shall have the power to cancel any certificate issued and thereafter no use shall be made thereof by any person.
ENTRANCE FEES AND SUBSCRIPTIONS
11. 11.1 Annual subscriptions are due and payable in advance on January 1st each year for
the year then commencing.
11.2 A non refundable registration fee is payable with every application to become a member of the Institute.
11.3 The Entrance Fee and Annual Subscription for the year in which the election of admission of a member of the Institute is made by the Board, shall be due and payable on the date of the notification by the Secretary of the election or admission of the person concerned.
In the event of the date of such notification being after 1st July in any year, only half the annual subscription fee shall be payable upon such notification and shall cover the period up to December 31st of the year in which such notification is given. Any member notified of election in the last two months of any calendar year who elects to pay his first annual subscription at the full annual rate shall be deemed to have subscribed for both the remainder of the year of his election and the next succeeding year.
12. The Board shall have power to settle the amount of entrance fees and subscriptions and to increase and decrease the same at any time and in any manner as it thinks fit.
13. Retired members may continue membership at 50% of the current annual fee in respect of the relevant class of membership.
14. Any member of any class whose annual subscription remains unpaid after the 31st day of March in any year shall not be entitled to attend or to take part in any meetings of the Institute that may be held or to receive any notice or publication of the Institute that may be issued before the subscription has been paid in full together with such delayed renewal fee as the Board may determine from time to time or, until such payment, to exercise any rights or privileges of membership or (in the case of a Corporate Member) to vote.
15. If any member of the Institute shall leave the Annual Subscription or other fees in arrears after 1st May of that year his membership will automatically terminate and the member's name may be struck off the appropriate register of members of the Institute by the Board at any time hereafter, and
any rights as a Member of the Institute shall cease (including the right to use the accredited designation), but there shall nevertheless continue to be a liability to pay arrears of fees or subscriptions due at the time of being stuck off, providing always that this Article shall not be construed to compel the Board to remove any name from such Register. The Board shall have the right to publish details of any termination of membership.
16. The Board may, in its absolute discretion and subject to such conditions and payments of the appropriate Entrance Fees or Annual Subscriptions or other sums due and payable, or any arrears thereof, as they may think fit, re-admit to the appropriate class of membership of the Institute, any
person whose membership of the Institute has been terminated by virtue of Articles 15 and 20. The Board shall not be obliged to give any reasons for refusing to readmit a former member.
17. A member of the Institute wishing to resign from the Institute, shall do so by notice in writing to the Secretary, but shall be liable to pay the Annual Subscription for the then current year.
18. The Board may in any case, where, after proper enquiry, they decide to do so, reduce or remit the Annual Subscriptions or any arrears thereof due and payable by any member of the Institute.
19. The Board may refuse to continue to receive the Annual Subscriptions of any member of the Institute, who shall (in the opinion of the Board) have wilfully acted in contravention of the Memorandum and Articles or Bye-Laws of the Institute, or any lawful rules or regulations, or decisions of the Board, and may, subject to the procedure contained in Article 20, remove the name of such member from the Register of Members of the Institute, and such person shall thereupon cease to be a member of the Institute and any rights as a member of the Institute shall cease (including the right to use the accredited designation).
EXPULSION
20. 20.1 The Board may at its discretion issue a Code of Professional Conduct for the guidance of members of the Institute and shall appoint a Disciplinary Committee consisting of three Trustees appointed by the Chairman to investigate any complaint or alleged misconduct.
20.2 The Board shall have the sole right to deal with and decide all questions of conduct, to hold all enquiries into the conduct of members of the Institute and make decisions in regard thereto and the sole power to call for and accept resignation of or to expel any member of the Institute on any ground or to take such other disciplinary action as they may consider appropriate.
20.3 In all such cases the Disciplinary Committee shall give the member of the Institute concerned the opportunity of being heard by the serving of at least seven days written notice of the meeting at which such member of the Institute is to be heard. If such member of the Institute fails to attend such meeting or fails to satisfy the Disciplinary Committee at such meeting that there is no case for expulsion or no evidence of misconduct, or there should be compulsion to resign or to have other disciplinary action taken the Disciplinary Committee or any further meeting of the Disciplinary Committee, shall recommend the member be admonished (to be recorded against the members record for two years), fined, expelled, his resignation be called for, or there be a refusal to receive an Annual subscription or such other disciplinary action as they consider appropriate, such recommendation to be confirmed by the Trustees. Upon such resignation, explusion or discontinuance of an Annual subscription such member of the Institute shall cease to be a member of the Institute and his name shall be removed from the appropriate Register of Members of the Institute and any rights as a member of the Institute shall cease (including the right to use the accredited designation). The Disciplinary Committee shall notify the member of its recommendation in writing within fourteen days of the disciplinary hearing.
20.4 The Board will consider the recommendations of the Disciplinary Committee and will confirm that recommendation or substitute such other disciplinary measure they consider appropriate to the circumstances subject to the appeal procedure in 20.5 below.
20.5 A member shall have the right to appeal against the decision of the Disciplinary Committee provided that such appeal is lodged with the Secretary within fourteen days of receipt in writing by the member of the Disciplinary Committee's decision. Such an appeal will be heard by an Appeal Committee consisting of the Chairman and two Trustees appointed by the Board excluding any Trustee who formed part of the Disciplinary Committee. The decision of the appeal committee shall be notified to the appellant member in writing within fourteen days of the appeal and upon ratification by the full Board shall be final and binding.
GENERAL MEETINGS
21. 21.1 The Institute shall hold an Annual General Meeting each year in addition to any
other meetings in that year, and shall specify the meeting as such in the notices 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: Provided that so long as the Institute holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
21.2 The Annual General Meeting shall be held at such times and places as the Board shall appoint.
21.3 All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
22. 22.1 The Board may call Extraordinary General Meetings and, on the requisition of not
less than one tenth of the Corporate Members (pursuant to the provisions of the Act), shall forthwith proceed to convene an Extraordinary Meeting for a date not later than eight
weeks after the receipt of the requisition.
22.2 Any requisition made by the members shall express the object of the meeting proposed to be called and shall be left at the Office, whereupon the Board shall within 21 days convene the Extraordinary General Meeting failing which the requisitions may themselves convene a meeting.
22.3 If there are not within the United Kingdom sufficient Trustees to call a general meeting, any `Trustee or (subject to the provisions of the Act) any voting member of the Institute may call an Extraordinary Meeting.
NOTICE OF GENERAL MEETINGS
23. An Annual General Meeting and an Extraordinary Meeting called for the passing of a special resolution or a resolution appointing a person as a Trustee shall be called by at least twenty eight clear days' notice. All other Extraordinary General Meetings shall be called by at least twenty one
days' notice but a general Meeting may be called by shorter notice if so agreed:
23.1 in the case of an Annual General Meeting, by all members entitled to vote; and
23.2 in the case of any other meeting, by a majority in number of members having a right to attend and vote, being a majority together holding not less than 95% of the total voting rights at the meeting of all the members.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted, and in the case of any Annual General Meeting, shall specify the meeting as such.
The notice shall be given to all members and to the Trustees and the auditors.
24. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of the meeting.
PROCEEDINGS AT GENERAL MEETINGS
25 No business shall be transacted at any meeting unless a quorum is present. Twelve persons entitled to vote upon the business to be transacted, each being a member, shall constitute a quorum.
26. If, within an hour from the time appointed for the holding of a general meeting, a quorum is not present, the Meeting, if convened on the requisition of members of the Institute, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the person in the Chair shall appoint and if, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for the holding of a meeting, the members of the Institute personally present and entitled to vote shall be a quorum.
27. The Chairman of the Board or in his absence the Chief Executive or in his absence some other Trustee nominated by the Board, shall preside as Chairman of the meeting, but if the Chairman and the Chief Executive nor such other Trustee (if any) be present within 15 minutes after the time
appointed for holding the meeting and willing to act, the Trustees present shall elect one of their number to be Chairman and, if there is only one Trustee present and willing to act, he shall be Chairman.
28. If no Trustee is willing to act as Chairman, or if no Trustee is present within 15 minutes after the time appointed for holding the meeting the members present and entitled to vote shall choose one of their number to be Chairman.
29. The Chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have
been transacted at the meeting had adjournment not taken place. When a meeting is adjourned for twenty one days or more, at least fourteen clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
30. A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:
30.1 by the Chairman; or
30.2 by at least two members having the right to vote at the meeting; or
30.3 by a member or members representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting.
and a demand by a person as proxy for a member shall be the same as a demand by the member.
31. Unless a poll is duly demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to the effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
32. The demand for the poll may be withdrawn, before the poll is taken, but only with the consent of the Chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
33. A poll shall be taken as the Chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
34. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall be entitled to a casting vote in addition to any other vote he may have.
35. A poll demanded on election of a Chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the Chairman directs, not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration
of the result on a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
36. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In other cases at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
37. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of
several instruments in the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
38. Subject to Article 5 and as hereinafter provided each member of the Institute shall have one vote.
39. Save as herein expressly provided, no person other than a member of the Institute duly registered, and who shall have paid every Entrance Fee or Annual subscription or other sum (if any) which shall be due and payable to the Institute in respect of the member's class of membership, of the Institute, shall be entitled to be present or to vote on any question either personally or by proxy, or as a proxy for another member of the Institute at any general meeting. Votes may be given on a poll either personally or by proxy. On a show of hands a member of the Institute present only by proxy shall have no vote. No person shall act as a proxy who is not entitled to be present and carries the right to vote.
40. The instrument appointing a proxy shall be in writing under the hand of the appointer or in the appointer's attorney duly authorised in writing.
41. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof shall be deposited at the Registered Office of the Institute not less than forty-eight hours before the time appointed for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote, otherwise the person so named shall not be entitled to vote in respect thereof. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
42. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy, or of the authority under which the proxy was executed, provided that no intimation in writing of the death or insanity or revocation shall have been received at the Registered Office of the Institute 24 hours at least before the time fixed for holding the meeting or adjourned meeting at which the proxy is used.
43. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit (or in any other form from which the Trustees may approve):
"INTERNATIONAL INSTITUTE OF SECURITY"
"I of
a Member of the International Institute of Security and entitled to vote, hereby appoint the chairman of the Meeting (or of
another Member of the Institute entitled to vote) to vote for me and on my behalf at the Annual/Extraordinary General Meeting of the Institute to be held on the day of 20 , and at any adjournment thereof.
Please indicate with an X in the spaces how you wish your vote to be cast in respect of the following resolutions:
FOR AGAINST
Resolution 1
Resolution 2
Resolution 3
Signed:............................................... Dated:.........................day of ..20 ."
Note:
1. This form must be lodged at the Institute's registered office not less than 48 hours before the time fixed for the meeting.
2. Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
44. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall
be final and conclusive.
TRUSTEES
45. The number of Trustees shall not be less than three but (unless otherwise determined by ordinary resolution) shall not be greater than ten. Members of the Institute nominated for election to the Board of Directors will be interviewed and appropriately briefed on their probable Board
responsibilities before final acceptance of their nomination.
46. The first trustees shall be those persons named in the statement delivered pursuant to section 10(2) of the Act, who shall be deemed to have been appointed under the Articles. Future Trustees shall be appointed as provided subsequently in the Articles.
POWERS OF THE BOARD (THE TRUSTEES)
47. Subject to the provisions of the Act, the Memorandum and Articles and to any directions given by special resolution, the business of the Institute shall be managed by the Board who may exercise all the powers of the Institute. No alteration to the Memorandum or the Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or the direction had not been given. The powers given by this article shall not be limited by any special power given to the board by the Articles, and a meeting of Trustees at which a quorum is present may exercise all the powers exercisable to the Board.
48. The Board shall have full power to institute, form, set up, close down and generally regulate and govern local branches and settle the constitution, rules, regulations and bye-laws governing the same.
49. The Board shall appoint a Secretary who shall be appointed and removed upon such terms and conditions as the Board may decide. The powers and duties of the Secretary shall be determined by the Board. The Board, subject always to paragraph 5 of the Memorandum, shall have full
power to pay wages, salaries, expenses and remuneration and make such compassionate grants of money to any officers or employees of the Institute as the Board may think proper.
50. 50.1 The Board may from time to time by resolution appoint a temporary substitute for the
Secretary and any person so appointed shall for all purposes of the Articles be deemed during the term of appointment to be the Secretary.
50.2 The Board may from time to time appoint non-executive directors to number not more than three at any one time, who may hold office for a period of two years, after which time they would become eligible for re-election. [Proviso: Non-executive directors will not be
considered to be Trustees or have voting rights].
50.3 The Board may from time to time appoint a President of the Institute and not more than two Vice Presidents from persons of such eminence and status as to enhance the standing of the Institute.
51. In addition to all powers hereby expressly conferred upon them, and without detracting from the generality of their powers under the Articles, the Board shall have the following powers, namely:
51.1 to expand the funds of the Institute in such manner as they shall consider most beneficial for the achievement of the Objects and to invest in the name of the Institute such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds or any such sale in furtherance of the Objects;
51.2 to enter into contracts on behalf of the Institute;
51.3 to acquire in the name of the Institute, build upon, pull down, rebuild, add to, alter, repair, improve, sell or dispose or otherwise deal with any land buildings or premises or other property for the use of the Institute;
51.4 to borrow money upon the security of the property of the Institute and to grant or direct to be granted mortgages for securing the same;
51.5 generally to do all things necessary or expedient for the due conduct of the affairs of the Institute not herein otherwise provided for.
APPOINTMENT AND RETIREMENT OF TRUSTEES
52. At the first Annual General Meeting all Trustees shall retire from office, and at every subsequent annual general meeting one-third of the Trustees who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office;
but if there is only one Trustee who is subject to retirement by rotation, he shall retire.
53. Subject to the provisions of the Act, the Trustees to retire by rotation shall be those who have been
longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed Trustees on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
54. If the Institute, at the meeting at which a Trustee retires by rotation does not fill the vacancy the retiring Trustee shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Trustee is put to the meeting and lost.
55. No person other than a Trustee retiring by rotation shall be appointed or reappointed a Trustee at any general meeting unless:
55.1 he is recommended by the Trustees; or
55.2 not less than fourteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Institute of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Institute's register of Trustees together with a notice executed by that person of his willingness to be appointed or reappointed.
56. No person may be appointed a Trustee:
56.1 unless he is a member of the Institute OR
56.2 in circumstances such that, had he already been a Trustee, he would have been disqualified from acting under the provisions of Article 61.
57. Not less than seven nor more than twenty-eight clear days before the date appointed for holding a general meeting, notice shall be given to all persons who are entitled to receive notice of the meeting of any person (other than a Trustee retiring by rotation at the meeting) who is recommended by the Board for appointment or reappointment as a Trustee at the meeting or in respect of whom notice has been duly given to the Institute of the intention to propose him at the meeting for appointment or reappointment as a Trustee. The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the Institute's register of Trustees.
58. Subject to aforesaid, the Institute may by resolution of at least two thirds of members present and voting, appoint a person who is willing to be a Trustee, either to fill a vacancy or as an additional Trustee, and may also determine the rotation in which any additional Trustees are to retire.
59. The Board may appoint a person who is willing to act to be a Trustee, either to fill a vacancy or as an additional Trustee, provided that the appointment does not cause the number of Trustees to exceed any number fixed by or in accordance with the Articles as the maximum number of Trustees. A Trustee so appointed shall hold office only until the next following Annual General Meeting and shall not be taken into account in determining the Trustees who are to retire by rotation at the meeting. If not reappointed at such Annual General Meeting, he shall vacate office at the conclusion thereof.
60. 60.1 Subject to aforesaid, a Trustee who retires at an Annual General Meeting may, if willing to
act be reappointed: provided his period of office shall not exceed nine years in aggregate
(including the period of his original appointment) unless following any such nine year period he shall have ceased to hold such appointment for not less than one year.
60.2 Notwithstanding article 60.1 a Trustee may be immediately reappointed to such post following such nine year period provided that such appointment:
60.2.1 is strongly recommended by the Board
60.2.2 will in the opinion of the members be in the best interests of the Trust
60.2.3 will be on terms that the Trustee so reappointed will resign such positions of authority as the Board shall deem appropriate.
60.3 A Trustee shall not cease to hold office solely by reason of his/her attaining the age of seventy.
DISQUALIFICATION OF TRUSTEES
61. A Trustee or other Officer of the Institute shall be vacated if that Trustee or Officer:
61.1 is the subject to receiving order or makes any arrangement or composition with creditors;
61.2 becomes incapable, by reason of mental disorder, illness or injury, of managing and administering his own affairs;
61.3 ceases to be a member of the Institute;
61.4 resigns his office by notice to the Institute (but only if at least three Trustees will remain in office when the notice of resignation is to take effect); or
61.5 ceases to hold office by virtue of any provision of the Act or becomes prohibited by law from holding office;
61.6 is absent without the permission of the Trustees from all their meetings held within a period of twelve months and the Trustees resolve that his office be vacated.
TRUSTEES EXPENSES
62. 62.1 The Trustees may be paid all reasonable travelling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of Trustees or committees
of Trustees or general meetings or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration.
62.2 Any Trustee being a professional adviser shall be entitled to be paid fees in accordance with clause 5.1 of the Memorandum.
63. Except to the extent by clause 5 of the Memorandum, no Trustee shall take or hold any interest in property belonging to the Trust or receive remuneration or be interested otherwise than as a Trustee in any other contract to which the Trust is a party.
PROCEEDINGS OF TRUSTEES
64. Subject to the provisions of the Articles, the Board may regulate their proceedings as they think fit. A Trustee may, and the Secretary at the request of a Trustee shall, call a meeting of the Board. It shall not be necessary to give notice of the meeting to a Trustee who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote.
65. The quorum for the transaction of the business of the Trustees may be fixed by the Trustees, but shall not be less than one third of their number or three Trustees, whichever is the greater.
66. The Trustees may notwithstanding any vacancies in their number but, if the number of Trustees is less than the number fixed as a quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting.
67. The Board shall at their first meeting and thereafter at each Annual General Meeting appoint one of their number to be the Chairman of their meetings and one of their number to be the Chief Executive and may at any time remove either or both of them from that office if two thirds of the Trustees are in favour of such removal but not otherwise. Unless he is unwilling to do so, the Chairman so appointed shall preside at every meeting of Trustees at which he is present failing which the Chief Executive shall chair the meeting. But if there is no Trustee holding either office, or if the Trustees holding them are unwilling to preside or are not present within five minutes after the time appointed for the meeting, Trustees present may appoint one of their number to be the Chairman of the meeting. The Board may elect from its membership a Deputy Chairman and/or a Deputy Chief Executive to meet the requirements of the Institute.
68. The Board may appoint one or more sub-committees consisting of three or more Trustees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Board would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Board.
69. All acts done by a meeting of Trustees, or of a committee of Trustees shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Trustee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Trustee and had been entitled to vote.
70. A resolution in writing, signed by all the Trustees entitled to receive notice of a meeting of the Board or of a committee of Trustees, shall be as valid and effective as if it had been passed at the meeting of the Board or (as the case may be) a committee of Trustees duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Trustees.
MINUTES
71. 71.1 The Board shall keep minutes in books kept for the purpose:
71.1.1 of all appointments of officers made by the Board; and
71.1.2 of all proceedings at meetings of the Institute and of the Board and of committees of Trustees including the names of the Trustees present at each meeting and of all
resolutions put to the vote and result of the voting.
71.2 Any such minutes signed by the Chairman or by another Trustee present at the meeting shall be sufficient evidence of the due passing of any resolution and of the amount of the majority voting in favour thereof.
THE SEAL
72. 72.1. In respect of all instruments other than Certificates of Membership, the Seal shall only be
affixed by the authority of a Resolution of the Board, and in the presence of at least one Trustee and of the Secretary and each Trustee and the Secretary shall sign every
instrument to which the Seal shall be so affixed in their presence, and in favour of any purchaser or person bone fide dealing with the Institute such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.
72.2 In favour of any purchaser or other person bone fide dealing with the Institute such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.
BANKING ACCOUNTS
73. 73.1 Cheques on the Institute's bankers, until otherwise from time to time resolved upon the
Board, shall be signed by the Chairman or the Chief Executive and countersigned by the Secretary.
73.2 The banking account of the Institute shall be kept with such Banker or Bankers as the Board shall from time to time determine.
ACCOUNTS
74. The Board shall cause proper books of accounts to be kept with respect to:
74.1 All sums of money received and expended by the Institute and the matters in respect of which such receipts and expenditure took place.
74.2 All sales and purchases of goods by the Institute.
74.3 All assets and liabilities of the Institute.
and such accounts will be prepared in accordance with the provisions of Part VII of the Act.
75. The books of account shall be kept at the Registered Office, or at such other place or places as the Board shall think fit, and shall be open to the inspection of members of the Board.
76. The Institute in general meeting may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by members of the Institute of the accounts and books of the Institute or any of them and subject to such conditions and regulations the accounts and
books of the Institute shall be open to the inspection of members of the Institute at all reasonable times during business hours.
77. The financial year of the Institute shall end on the 31st December in each year. Once at least in every calendar year the Board shall lay before the Institute in general meeting an income and expenditure account for the period since the last preceding account made up to a date not more than
four months before such meeting, together with a balance sheet made up as at the same date. Every such balance sheet shall be accompanied by a report of the Board and report of the Auditors and every other document required by law to be annexed thereto, and a copy of such Account Balance Sheet, Reports, and documents shall, not less than twenty-one days before the date of the meeting, be sent to the Auditors and all persons entitled to receive the same, in the manner in which notices are hereinafter directed to be served. The Auditor's report shall be laid before the meeting as required by Section 235 of the Act.
AUDIT
78. Once at least in every year the accounts of the Institute shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors in accordance with the Act.
79. Auditors shall be appointed and their duties regulated in accordance with the Act, the Trustees being treated as Directors referred to in any relevant sections of the Act.
NOTICES
80. A notice may be served by the Institute, the Board or the Secretary upon any member of the Institute, either personally or by sending it through the post, in a pre-paid letter, addressed to the member at the registered address as appearing in the appropriate Register of members of the Institute.
81. Any notice, if served by post, shall be deemed to have been served on the next working day following the date of posting, and in proving such service, it shall be sufficient to prove that the letter containing the notice was properly addressed, pre-paid and posted.
INDEMNITY
82. Subject to the provisions of the Act every Trustee or other Officer of the Institute, Auditors, acting in relation to any of the affairs of the Institute and their respective Executors or Administrators shall be indemnified out of the assets of the Institute against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from liability for negligence, default, breach of duty or breach of trust in relation
to the affairs of the Institute.
COPYRIGHT
83. 83.1 Every paper presented to the Institute and accepted for reading or for publication in full or in
abstract, and every paper read before the Institute or any Local Branch, and the copyright thereof, shall be the property of the Institute.
83.2 The Board, in such cases as they think fit, shall have power to release or surrender the rights of the Institute in respect of any such paper or the copyright thereof.
83.3 The right of publishing all such papers and the report of the proceedings and discussions at meetings of the Institute or of the Local Branches shall be reserved to the Board who may as they think fit, give their consent to the publication in approved cases.
RULES
84. 84.1 The Board may from time to time make such rules or Bye-Laws as they may deem
necessary or expedient or convenient for the proper conduct and management of the Institute, and in particular, but without prejudice to the generality of the foregoing, they may by such rules or bye-laws regulate:
84.1.1 the rights and privileges of members;
84.1.2 the conduct of members of the Institute in relation to one another, and to the Institute's servants;
84.1.3 the setting aside of the whole or any part or parts of the Institute's premises at any particular time or times or for any particular purpose or purposes;
84.1.4 the procedure at general meetings and meetings of the Board and committees of the Trustees in so far as such procedure is not regulated by the Articles;
84.1.5 generally, all such matters as are commonly the subject matter of company rules.
84.2 The Institute in general meeting shall have power to alter, add to or repeal the rules or bye-laws and the Board shall adopt such means as they think sufficient to bring to the notice of members of the Institute all such rules or bye-laws which shall be binding on all
members of the Institute. Provided that no rule or bye-laws shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum and Articles.
INVESTMENT POWERS
85. For the avoidance of doubt it is expressly declared that the Board shall have the same full and unrestricted powers of investment as a beneficial owner.
INVESTMENT MANAGERS
86. The Board may delegate their power to manage the investments belonging to the Institute to investment managers being persons having at least fifteen years experience in the City of London or other appropriate financial centre in the United Kingdom or one or more of the business of
stockbrokers, merchant bankers, finance houses and issuing houses and who are entitled to carry on investment business under the provisions of the Financial Services Act 1986 on such terms and at such reasonable remuneration as the Board think fit but subject always to the following
conditions:
86.1 the delegated powers shall be exercisable only within clear policy guidelines drawn up in advance by the Board and within the powers of investment applicable to the Institute;
86.2 every transaction carried out by the investment managers under delegated powers shall be reported to the Board within fourteen days;
86.3 the Board shall be entitled at any time and without notice to revoke or alter the delegation of terms thereof;
86.4 the Board shall be bound to review the arrangements for delegation at least once in every twelve months;
86.5 the Board shall be liable for the acts and defaults of the investment managers in the exercise of the delegated powers in the same manner as if they were acts and defaults of the Trustees personally.