THE GUERNSEY SOCIETY OF CHARTERED & CERTIFIED ACCOUNTANTS CONSTITUTION

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1 THE GUERNSEY SOCIETY OF CHARTERED & CERTIFIED ACCOUNTANTS CONSTITUTION CLAUSE 1 NAME The name of the Society will be THE GUERNSEY SOCIETY OF CHARTERED AND CERTIFIED ACCOUNTANTS (hereinafter called the Society ) CLAUSE 2 OBJECTS The objects of the Society are: 2.1 to establish in the Bailiwick of Guernsey a Society of Chartered and Certified Accountants; 2.2 to encourage greater co-operation between members of the Society; 2.3 to provide a forum for discussion on matters of mutual interest to members of the Society and to provide a medium for expression of professional opinion on matters of public interest; 2.4 to establish a recognised medium for communication between the Society and the Public Authorities of the Bailiwick of Guernsey, other professional bodies with related interests and any other Authority or body as may be expedient from time to time; 2.5 to do all such things as may advance and promote the profession of accountancy in relation to public practice, industry, commerce and the public service; 2.6 to promote harmonisation of accounting and auditing practices and principles throughout the Channel Islands in conjunction with the Jersey Society of Chartered and Certified Accountants or its successors; 2.7 to promote the continuing education of members of the Society including but not limited to the running of educational courses, the assistance or sponsorship of students, and the compilation of text books or manuals about relevant topics; 2.8 to advance public education in and to promote the study and profession of accountancy; and 2.9 to do all such other things as are incidental or may be thought conducive to the attainment of all or any of the above objects CLAUSE 3 MEMBERSHIP Applications for membership in all categories shall be made to the Executive Officer in such form

2 as the Executive Committee may decide. The Executive Committee shall have the power to admit as a member or associate member any person who, in their opinion, is suitably qualified by reason of that person being a member, student or associate of a suitable body of accountants wherever situated. The Executive Committee shall have the power to refuse membership to, or expel from membership any person whose standard of professional conduct is in their opinion inconsistent with any of the objects of the Society or if, in the opinion of the Executive Committee, the interest of the Society so require. Any member may resign his or her membership by giving the Executive Officer notice in writing to that effect. No refund of membership fees will be paid. If any member shall be convicted on indictment of any criminal offence, or is declared en desastre or makes a composition or arrangement with his or her creditors under the provisions of any relevant law he or she shall immediately cease to be a member of the Society. The Executive Committee shall have power, at its discretion, to reinstate him or her. 3.1 FULL MEMBERSHIP Persons resident in the Bailiwick of Guernsey who fulfil any of the following conditions shall be eligible for Full Membership of the Society: 3.1.1: a member of the Institute of Chartered Accountants in England and Wales, or its successor in title, or, 3.1.2: a member of the Institute of Chartered Accountants of Scotland, or its successor in title, or, 3.1.3: a member of the Institute of Chartered Accountants in Ireland, or its successor in title, or, 3.1.4: a member of the Association of Chartered Certified Accountants, or its successor in title, or, 3.1.5: a member of the Chartered Institute of Management Accountants, or its successor in title. CLAUSE 3.2 ASSOCIATE MEMBERSHIP Persons resident in the Bailiwick of Guernsey who fulfil any of the following conditions shall be eligible for Associate Membership of the Society: a member of the Association of Accounting Technicians, or, other than the members of the Associations noted in Clause 3.1 above which are Full Members, any member of a body, which is itself a member of the United Kingdom Consultative Committee of Accountancy Bodies ( CCAB ), or, an Affiliate member of a body, which is itself a member of the CCAB, or, a member of an overseas accountancy body which body enjoys reciprocal membership arrangements with, or is recognised by, any of the bodies referred to in Clause 3.1 above. Furthermore, in addition to the above, the Executive Committee shall have power in its absolute discretion to admit to Associate Membership qualified members of any professional accountancy

3 related body including, but not limited to, members of the Institutes of Taxation and Chartered Secretaries and Administrators. CLAUSE 3.3 STUDENT MEMBERSHIP Persons resident in the Bailiwick of Guernsey who fulfil the following condition shall be eligible for student membership of the Society: a student currently studying to become a member of the professional bodies quoted in all sections of Clause 3 shall be eligible for student membership of the Society, or, student members shall not be entitled to a vote at General Meetings; neither shall they be eligible for election to the Executive Committee CLAUSE 4 SUBSCRIPTIONS All members are required to pay the full amount of the annual subscription fixed by the Executive Committee from time to time which is payable on admission to membership and by 31 January in each subsequent year. Membership will automatically cease if the subscription has not been paid by 1 March. Changes in the annual subscription may be made from time to time with the approval of the members at a General Meeting. CLAUSE 5 FINANCIAL YEAR AND ACCOUNTS The financial year of the Society shall end on 31 January. Accounts shall be prepared each year for submission to the Annual General Meeting, and such accounts shall be subject to examination and reported on by the Honorary Reporting Accountant. CLAUSE 6 ANNUAL GENERAL MEETING The Annual General Meeting of the Society shall be held in Guernsey in each year within four months after the financial year end to transact the following business:- 6.1 to receive the President s Report, and, 6.2 to receive the Accounts for the past financial year, and, 6.3 to elect the President, Vice President and the other members of the Executive Committee, and, 6.4 to the elect the Honorary Reporting Accountant, and 6.5 to transact any other business of which due notice has been given to the Secretary/Executive Officer of the Society. Notice of business to be transacted under Clause 6.5 must be received by the Secretary/Executive Officer by 31 March giving details of the proposed Resolution and the name of the proposer and seconder. Nominations for officers to be elected under Clauses 6.3 and 6.4 above must be received by the Secretary by 31 March and must be signed in each case by the proposer, seconder and the nominee.

4 Fourteen days notice in writing of the Annual General Meeting shall be given and shall include details of candidates standing for election and details of any other business notified to the Secretary/Executive Officer by 31 March. No business shall be transacted unless a quorum of members is present at the time when the meeting proceeds to business. For this purpose, fifteen Full or Associate members shall constitute a quorum. CLAUSE 7 SPECIAL GENERAL MEETING The Executive Committee may call a Special General Meeting at any time by giving fourteen days notice in writing and shall convene such a meeting on the written requisition of ten Full members. The objects of the meeting shall be specified in the notice. CLAUSE 8 VOTES AT MEETINGS At any General Meeting at which a vote is called for, each Full and each Associate member present shall be entitled to one vote save at an election of the Executive Committee when each member present shall be entitled to vote for any number of candidates up to the number of places being filled. In the event of equality of voting, the Chairman of the meeting shall have a casting vote. CLAUSE 9 EXECUTIVE COMMITTEE The Executive Committee ( the Committee ) shall consist of a President who shall act as Chairman, a Vice President and at least five but not more than eight other members. A majority of the Committee shall be Full Members. The Committee shall include:- 9.1 a chartered certified accountant 9.2 not less than two members of the Institute of Chartered Accountants in England and Wales 9.3 not less than two members of the Committee shall be members in practice. Members in practice for this purpose includes members in the employ of practising accountants 9.4 at least one shall be a member not in practice The Committee shall appoint from the Committee members so elected a member to act as Treasurer, a member to act as the Council representative for the Guernsey International Business Association, and such other officers as it may deem necessary. If after the election of the Committee, any of the categories above are not represented, the Committee shall have the power to allow such positions to remain vacant until a suitable member can be co-opted by the Committee to serve until the next Annual General Meeting. The Committee shall appoint an Executive Officer who will be entitled to receive appropriate financial recompense for his/her services at the negotiation and discretion of the Executive Committee. At meetings of the Committee all members, including the President and Vice President shall be

5 entitled to one vote. In the event of equality of voting the President, or in his absence the Vice President, shall have a casting vote. Four members shall constitute a quorum. No President shall hold office for more than two consecutive years. If there is a casual vacancy caused by death, incapacity or resignation of a member of the Committee, the remaining members of the Committee shall have the power to elect a new member to fill the unexpired term until the Annual General Meeting. The Committee shall have power to co-opt members for whatever purpose it may deem necessary. The Committee shall have powers to establish sub committees and to co-opt members to such sub committees. The Committee shall have powers to do all such things and incur such expenditure as may be necessary for the day to day running of the Society. CLAUSE 10 AMENDMENTS TO CONSTITUTION No additions to or alterations of this Constitution shall be made other than at an Annual General Meeting or at a Special General Meeting called for that purpose. Any member wishing to propose such alterations or additions must send the proposal, duly seconded, in writing to the Executive Officer for submission to the Committee. The Committee shall, if possible, bring the proposal before the next Annual General Meeting, or, if it thinks it desirable, may convene a Special General Meeting. CLAUSE 11 INTERPRETATION OF RULES The Committee shall be the sole authority for the interpretation of this Constitution and the decision of the Committee upon any question of interpretation or upon any matter affecting the Society and not provided for by this Constitution shall be final and binding on the members. CLAUSE 12 DISSOLUTION The Society may be dissolved by a resolution passed at a Special General Meeting and in the event of dissolution all and any property remaining after satisfaction of all debts and liabilities of the Society shall be paid or transferred to such charitable bodies connected with education in the Island of Guernsey as the members shall determine. The Guernsey Society of Chartered and Certified Accountants c/o Le Pre Rue du Preel Castel Guernsey GY1 5DN T: +44(0) E:

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