The Institute of Chartered Accountants In Ireland Incorporated by Royal Charter 14 th May Operating as PRINCIPAL BYE-LAWS

Transcription

1 The Institute of Chartered Accountants In Ireland Incorporated by Royal Charter 14 th May 1888 Operating as PRINCIPAL BYE-LAWS Effective Date: 5 October 2015

2 Institute of Chartered Accountants in Ireland Bye-Laws Table of Contents Chapter I...3 PRELIMINARY...3 Chapter II...7 THE COUNCIL...7 Chapter III...18 PROCEEDINGS OF THE COUNCIL...18 Chapter IV...22 MEMBERSHIP...22 Chapter V...29 DESCRIPTIONS AND DESIGNATORY LETTERS...29 Chapter VI...32 RECOGNISED TRAINING FIRMS...32 Chapter VII...33 EXAMINATIONS...33 Chapter VIII...34 GENERAL MEETINGS...34 Chapter IX...40 AUDIT...40 Chapter X...41 INDEMNITY...41 Chapter XI...42 ALTERATION OF BYE-LAWS

3 Institute of Chartered Accountants in Ireland Bye-Laws CHAPTER I PRELIMINARY 1. These Bye-Laws shall come into operation on such date as the Council shall by resolution so specify. 2. Commencement date Definitions 2.1 In these Bye-Laws, words and expressions defined in the Charter shall, unless otherwise defined in these Bye-Laws, have the like meanings in these Bye-Laws; 2.2 In these Bye-Laws, unless inconsistent with the subject or context:- affiliate means a person who has been granted affiliate status by the Institute in accordance with regulations made under Bye-Law 41; approved training means practical training and experience approved by the Council and obtained, save as otherwise provided in these Bye-Laws, by a student under a training contract being training and experience which is supervised and controlled by that student s recognised training firm; Board means the Chartered Accountants Regulatory Board as established in accordance with Bye-Law 41; Charter means the Royal Charter of Incorporation of the Institute granted on 14th day of May, 1888 as amended by The Institute of Chartered Accountants in Ireland (Charter Amendment) Act 1966, and The Institute of Chartered Accountants in Ireland (Charter Amendment) Act (Northern Ireland) 1966; Chief Executive means the chief executive of the Institute for the time being appointed under Bye-Law 29; Council means the Council of the Institute; Disciplinary Bodies has the meaning given in the Disciplinary Bye-Laws. Disciplinary Bye-Laws means the Disciplinary Bye-Laws of the Institute; Disciplinary Regulations means any disciplinary regulations made by the Board and adopted by the Council in accordance with Disciplinary Bye-Law 10, Principal Bye-Law 41 and the Regulations relating to the Chartered Accountants Regulatory Board. 3

4 existing Institutes or Institutes means the Institute, The Institute of Chartered Accountants in England and Wales and The Institute of Chartered Accountants of Scotland; extraordinary member of the Council means a member thereof appointed under Bye-Law 4; firm means: (c) (d) a member engaged in public practice as a sole practitioner; or a partnership engaged in public practice of which one or more of the partners are members; or a limited liability partnership engaged in public practice of which one or more of the partners are members; or any body corporate (other than a limited liability partnership) engaged in public practice of which one or more of the directors are members; Great Britain means England and Wales, Scotland, the Channel Islands and the Isle of Man; honorary officers of the Institute and honorary officer and honorary officers shall be the persons stated in Bye-Law 17 hereof; insolvency event means the occurrence in relation to a member or an affiliate of any of the following circumstances: failure to satisfy a judgment debt in any jurisdiction; the making of any order or form of arrangement for the purpose of the management or repayment of debts of the member or affiliate to his or her creditors including but not limited to: (i) (ii) (iii) (iv) (in the Republic of Ireland) bankruptcy, debt settlement agreements, personal insolvency agreements and debt relief notices; (in Northern Ireland and Great Britain) bankruptcy, interim orders or individual voluntary arrangements; (in Scotland) sequestration, trust deeds and debt arrangement schemes; or anything analogous to any of the foregoing in any jurisdiction. Investment Business means Investment Business as defined in and covered by the United Kingdom Financial Services and Markets Act 2000 or, as may be appropriate, the Investment Intermediaries Act, 1995, in each case as from time to time amended and re-enacted; Ireland means the Republic of Ireland and Northern Ireland; 4

5 member means a member of the Institute unless the context indicates otherwise; member firm means: a member engaged in public practice as a sole practitioner; or (c) (d) a partnership engaged in public practice of which 50 per cent or more of the rights to vote on all, or substantially all, matters of substance at meetings of the partnership are held by members; or a limited liability partnership engaged in public practice of which 50 per cent or more of the rights to vote on all, or substantially all, matters of substance at meetings of the partnership are held by members; or any body corporate (other than a limited liability partnership) engaged in public practice of which: (i) (ii) (iii) 50 per cent or more of the directors are members; and 50 per cent or more of the nominal value of the voting shares is held by members; and 50 per cent or more of the aggregate in nominal value of the voting and non-voting shares is held by members; or (e) a firm registered for audit in accordance with the Audit Regulations, authorised for investment business in accordance with the Investment Business Regulations or licensed in accordance with the Designated Professional Body Handbook; or (f) a firm using the description Chartered Accountants in accordance with the provisions of Bye-Law 40 (c) and the Quality Assurance Committee shall be the sole judge of whether or not a firm is a member firm and its decision shall be conclusive; member in practice means a member of the Institute who is in public practice as a principal. The Quality Assurance Committee shall be the sole judge of whether or not a member is a member in practice and its decision shall be conclusive; member employed in practice means a member of the Institute (other than a member in practice) who is either employed in public practice or engaged in public practice under a contract for services, in either case whether or not he or she holds a practising certificate. The Quality Assurance Committee shall be the sole judge of whether or not a member is a member employed in practice and its decision shall be conclusive; 5

6 member in business means a member of the Institute who is neither a member in practice nor a member employed in practice, and accordingly includes a member working in such areas as commerce, industry, education, the public sector or the not for profit sector and a member working for a regulatory body or a professional body and any other member (other than a member in practice or a member employed in practice) who does not hold a practising certificate. The Quality Assurance Committee shall be the sole judge of whether or not a member is a member in business and its decision shall be conclusive; principal means, in relation to a member firm, a person who is: (c) (d) where the firm comprises a sole practitioner, the sole practitioner; or where the firm comprises a partnership, a partner in the firm; or where the firm comprises a limited liability partnership, a member of the firm; or where the firm comprises a body corporate, a director of the firm; public practice means providing or holding out to provide personally and directly accountancy and/or related services to the public; Quality Assurance Committee means the committee of that name established by the Board in accordance with regulations made under Bye Law 41; recognised training firm means a member firm, or other approved entity, which is for the time being so designated pursuant to these Bye-Laws; registered address has the meaning given in Bye-Law 59; Secretary means the Secretary of the Institute for the time being by whatever title he may be called or any deputy to such person, secretary to a committee of the Council or other official appointed by the Council or any person acting in any such capacity by the direction of the Council; shadow director means in relation to a body corporate, a person in accordance with whose directions or instructions the directors of that body corporate are accustomed so to act by reason that they do so act on advice given by him in a professional capacity; students means students of the Institute training to become members; and training contract means a contract of training, or similar commitment, in such form and containing such terms as the Council may from time to time in its absolute discretion require or approve made between a student (and his parent or guardian if he is under the 6

7 legal age applicable to him for entering into a binding contract) and a recognised training firm. 2.3 In these Bye-Laws: (c) (d) the marginal notes and headings are inserted for convenience only and shall not affect the construction of these Bye-Laws; words importing the singular only shall include the plural and vice versa and words denoting one gender only shall include all genders; any reference to any statutory provision, or to any order or regulation shall be construed as a reference to that provision, order or regulation as extended, modified, replaced or reenacted from time to time and all regulations and orders from time to time made thereunder or deriving validity therefrom; and any reference to a director of a body corporate includes a reference to a shadow director of that body corporate. 2.4 These Bye-Laws may be cited as the Principal Bye-Laws of the Institute of Chartered Accountants in Ireland. 3. The Role of Council CHAPTER II THE COUNCIL Part 1 The Council The affairs and property of the Institute shall be managed and controlled by the Council which may exercise all powers of the Institute which are not required by the Charter or these Bye- Laws to be exercised by the Institute in general meeting. 4. The Composition of Council The Council, subject to the provisions of Bye-Law 12, shall consist of nineteen ordinary members, with the addition at all times of not more than five extraordinary members if appointed under Bye-Law 4(d) hereof. Not less than six of the ordinary members of the Council shall be drawn from members ordinarily resident in Northern Ireland or Great Britain and of whom: (i) (ii) not less than one shall be a member (whether a member in practice, a member employed in practice or a member in business) who is ordinarily resident in Great Britain; and not less than two shall be members in business. (c) Not less than eleven of the ordinary members of the Council shall be drawn from members ordinarily resident in the Republic of Ireland and of whom: 7

8 (i) (ii) not less than three shall be members (whether members in practice, members employed in practice or members in business) whose main place of business or practice is situate in the Republic of Ireland outside the radius of thirty miles from the General Post Office, Dublin; and not less than four shall be members in business. (d) Immediately following each Annual General Meeting the Council shall appoint two persons who are not members of the Institute to the Council as extraordinary members thereof. In addition to such two extraordinary members the Council may from time to time appoint not more than three persons whether they are members of the Institute or not and, if they are members of the Institute whether they are members in practice, members employed in practice or members in business, irrespective of their place of ordinary residence or main place of practice or business, to the Council as extraordinary members thereof. 5. Term of office of members of Council (c) (d) (e) (f) (g) Subject to Bye-Law 5(j), any person being elected (in the year 2008 or thereafter) as an ordinary member of the Council at an Annual General Meeting at which he is not retiring as an ordinary member of the Council shall be elected for a term of four years. Subject to Bye-Laws 5(c) and 5(j), any person being elected (in the year 2008 or thereafter) as an ordinary member of the Council at an Annual General Meeting at which he is retiring as an ordinary member of Council shall be elected for a term of three years. Any person who was appointed to fill a casual vacancy in the ordinary membership of the Council pursuant to Bye-Law 7 and is retiring as an ordinary member at the Annual General meeting next following his appointment to the Council pursuant to Bye-Law 7 shall, if elected as an ordinary member of the Council at that Annual General Meeting, be elected for a term of four years. Any person elected as an ordinary member of the Council prior to the Annual General Meeting in 2008 who has completed less than four years continuous service (whether as an ordinary and / or an extraordinary member) shall be deemed to have been elected for a term of four years. For the purpose of these Bye-Laws a year of service as an ordinary member of the Council shall be reckoned from the end of the Annual General Meeting in one year until the end of the Annual General Meeting in the next year. Subject to Bye-Law 5(k), at each Annual General Meeting any ordinary member of the Council who has served his term of office as an ordinary member shall retire from office. Any ordinary member of the Council retiring for any reason shall be eligible for immediate re-election save that any ordinary member who has served two continuous terms of office as an ordinary member (for this purpose any term that a person, who was elected to fill a casual vacancy in the ordinary membership of the Council pursuant to Bye-Law 7, served from the date of that co-option until the next following Annual General Meeting shall be ignored), shall not be eligible for reelection at the Annual General Meeting at which he retires. 8

9 (h) (i) (j) (k) Any person not eligible for immediate re-election as a result of the provisions of Bye- Law 5(g) shall be eligible for re-election on and from the date of the next Annual General Meeting following the meeting at which he retires. Each extraordinary member of the Council (other than one who is serving as an honorary officer) shall retire at the Annual General Meeting next following his appointment and shall be eligible for immediate re-appointment, save that he may not serve as an extraordinary member for more than seven consecutive years. Subject to Bye-Law 5(j), an extraordinary member so retiring shall be eligible for election as an ordinary member of the Council provided he is a member of the Institute. Save as provided in Bye-Law 5(k), a person may not serve a continuous term on the Council as an ordinary and / or an extraordinary member of more than seven years (for this purpose any term that a person, who was elected to fill a casual vacancy in the ordinary membership of the Council pursuant to Bye-Law 7, served from the date of that co-option until the next following Annual General Meeting shall be ignored). For the purpose of reckoning any periods of continuous service by extraordinary members, an extraordinary member shall be deemed to have been appointed with effect from the Annual General Meeting immediately preceding his date of actual appointment. Any member of the Council who becomes liable to retire by virtue of one of the foregoing clauses or of Bye-Law 9(d) at either: (i) (ii) an Annual General Meeting at which he is elected an honorary officer of the Institute, or the Annual General Meeting at which or immediately following which he ceases to be an honorary officer of the Institute (except where the office he is ceasing to hold is that of President), shall not be liable to so retire but shall retire at the first Annual General Meeting of the Institute held after he ceases to be an honorary officer. 6. Elections of ordinary members of Council The ordinary members of the Council shall be elected by the members of the Institute in accordance with Part 2 of this Chapter II. No election shall be invalidated by reason of any miss-description or non-compliance with the provisions of these Bye-Laws or by reason of any miscount or of the nondelivery, loss or miscarriage of any document required under these Bye-Laws to be issued or sent to any person or other defect if it appears to the Council, following consultation with the Scrutineers, that the election was conducted substantially in accordance with these Bye-Laws and that the result of such miss-description, noncompliance, miscount, non-delivery, loss, miscarriage or other defect does not materially affect the fairness of such election. 7. Casual vacancies amongst ordinary members of the Council Any casual vacancy occurring in the ordinary membership of the Council may be filled by the Council by co-option at a Council meeting, due regard being had to the provisions of Bye-Laws 4 and (c). Any person so co-opted as a member of the Council shall retire at the next Annual General Meeting, and the vacancy thereby created shall be filled by the Institute at such meeting, but the retiring member shall be eligible for re-election. 9

10 Where any vacancy in the Council ought to be, but is not, filled by the Institute at any Annual General Meeting, the vacancy thereby remaining shall be deemed to be a casual vacancy for the purpose of Bye-Law Retirement at Annual General Meeting A member of the Council who retires for any reason at any Annual General Meeting shall continue to be a member of the Council until the conclusion of that Meeting. 9. Vacation of office of member of Council Save as hereinafter provided by this Bye-Law the office of a member of the Council shall ipso facto be vacated: (c) (d) if he shall for any reason cease to be a member; if an order (other than an order made under the Disciplinary Bye-Laws and the Disciplinary Regulations against a member firm in which he is a principal unless, the member firm against which the order is made comprises a sole practitioner and he is that sole practitioner) is made against him under the Disciplinary Bye-Laws and Disciplinary Regulations and not reversed on appeal; if he shall be absent from the meetings of the Council for more than six consecutive meetings without the consent of the Council; or if, being a member of the Council in one of the categories specified in Bye-Laws 4 and (c), he ceases to be in that category so that the requirements of those Bye-Laws are not met. In that event such member shall remain in office on the Council until the next Annual General Meeting, and, subject to the provisions of Bye-Law 5, he shall be eligible for re-election or re-appointment. 10. Resignation of member of Council A member of the Council may tender his resignation of office by notice in writing to the Council, and on its acceptance by the Council, but not until then, he shall cease to be a member of the Council. 11. Removal of member of Council The Institute in General Meeting may remove any member of the Council from office before the expiration of his period of office. Special notice shall be required of any resolution to remove a member of the Council under this Bye-Law, that is to say, the resolution shall not be effective unless notice in writing of the intention to move it signed by not less than 50 members of the Institute has been given to the Secretary not less than thirty five days before the General Meeting at which it is moved and the Institute shall have given notice of such resolution at the same time and in the same manner as it gives notice of such General Meeting. On receipt of notice of an intended resolution to remove a member of the Council under this Bye-Law the Secretary shall forthwith send a copy thereof to the member concerned. 12. Reduction or increase in number of members of Council The Institute in General Meeting may from time to time, on the recommendation of the Council, by resolution on notice passed by not less than two-thirds of the members entitled to vote and voting upon such resolution, reduce or increase the maximum number of members for the time being of the Council. 10

11 13. President, Deputy President, Vice-President, and other honorary officers (c) (d) The honorary officers of the Institute shall consist of a President, a Deputy President and a Vice-President and such other honorary officers as the Institute in General Meeting may from time to time, on the recommendation of the Council, decide. The members of the Institute shall at the Annual General Meeting each year elect the honorary officers of the Institute from amongst the members, who at the commencement of the meeting are members of the Council (whether or not any such member would otherwise be liable to retire at such meeting). An honorary officer shall hold office until the next Annual General Meeting after appointment when he shall retire from office but subject to Bye-Law 5 will be eligible for re-election. An honorary officer shall ipso facto vacate office if he ceases for any reason to be a member of the Council. In the event of any vacancy occurring in the office of President, Deputy President or Vice-President or any other honorary officers of the Institute between one Annual General Meeting and another, the Council shall have power to fill such vacancy from among the member of the Council at a meeting summoned with notice of that object, and the members so co-opted shall retire from office at the Annual General Meeting held next after his co-option but will be eligible for re-election. Part 2 Council Elections 14 Definitions In this Part 2 unless the context otherwise requires: Notice of Election means the notice issued to members pursuant to Bye-Law 16(c) specifying the dates for receipt of nominations for election to the Council as well as the date of the election; Registered Address has the meaning given in Bye-Law 59; and Scrutineers means the scrutineers of an election appointed by the Council in accordance with Bye-Law 17C. 15 Power to delegate The Council may delegate the running of all or any part of the election of ordinary members to the Council to any independent person or body appointed by the Council for this purpose. 16 Timing of elections and notice of elections The Council shall in each year appoint a final date for receipt of nominations of candidates for election to the Council and, should it be necessary to have an election, the date upon which the election will be held. The date of the election shall be in the month of April and not less than twenty one days after the final date fixed for receipt of nominations. 11

12 (c) (d) The Council will issue, not later than twenty one days before the final date for receipt of nominations, a notice (the Notice of Election ) to all members of the final date for receipt of nominations and the date of the election of members. The Notice of Election shall contain, but need not be limited to, the following information: (i) (ii) the number of vacancies to be filled; and the nominations deemed to have been made with respect thereto under Bye Law 17. (e) The Notice of Election may be issued to members by any one or more of the following means (it being permissible to issue the Notice of Election to different members by different means): (i) (ii) (iii) (iv) by being published on the Institute s website or another website designated by Council for this purpose, by being delivered by hand, by being sent by post, facsimile transmission, electronic mail or other electronic means, or by any other means which the Council may from time to time permit. (f) In reckoning the number of vacancies it shall be assumed that any member of the Council who is nominated by the Council for election as an honorary officer and who, if not so elected, would fall to retire at the conclusion of the Annual General Meeting at which he is standing for election as an Honorary Officer will be so elected. If such member of the Council is not so elected the resulting vacancy may be filled as a casual vacancy in accordance with Bye-Law Nomination of Candidates (c) (d) Any candidate for election to the Council as an ordinary member must be a member of the Institute and, except where he is deemed to be nominated in accordance with Bye- Law 17 or is nominated in accordance with Bye-Law 17(g), must be nominated by seven members of the Institute. Every retiring member of the Council who is eligible for re-election, save a member retiring under Bye-Law 9(d), shall be deemed to be nominated for re-election, unless he shall have given notice to the Council in writing not later than the date for issue of the Notice of Election that he does not desire to offer himself or herself for re-election. A current serving member of the Council shall not be eligible to nominate any candidate for election to the Council. A candidate for election to the Council shall be nominated by means of a nomination form which shall contain: (i) (ii) a clear indication that it is a nomination form for the election in question; the name and address of the proposed candidate; 12

13 (iii) (iv) (v) whether he is a member in practice, a member employed in practice or a member in business; the names and addresses of each of the candidate s nominators; and such other particulars as may be prescribed by the Council from time to time. (e) (f) (g) Each nomination form duly completed in accordance with the above must be received by the Secretary at the Head Office of the Institute, not later than four o clock p.m. on the final date for receipt of nominations A nomination form may be delivered to the Secretary by hand, by post, by facsimile transmission, by electronic mail or, if the Secretary so permits, other means (whether electronic or otherwise). If the number of candidates nominated who are qualified to fill each of the categories specified in Bye-Laws 4 and (c) is less than the minimum number required to complete that category, the Council shall nominate as candidates for election to the Council as many eligible members as are necessary in addition to those already nominated to fill that category. 17A Candidates deemed elected If the number of candidates nominated who are qualified to fill any of the categories specified in Bye-Laws 4 and (c) does not exceed the number of vacancies on the Council for that category, each candidate so nominated shall be deemed elected as of the close of nominations and declared elected at the next following Annual General Meeting. Any candidate so deemed elected shall commence to serve as a member of the Council as and from the conclusion of the Annual General Meeting at which his election is declared. 17B Voting Forms A voting form shall be issued to each member of the Institute at least 21 days before the date of the election. The voting form shall: (i) indicate: (A) (B) the number of vacancies on the Council to be filled; and the number of candidates required to be elected to meet the requirements of each category specified in Bye-Laws 4 and (c); and (ii) contain: (A) (B) the names and addresses (arranged in alphabetical order of surnames) of all candidates whose nomination has been judged valid by the Scrutineers; the names of their respective nominators, or if deemed to be nominated by Bye Law 17, a statement to that effect; 13

14 (C) (D) (E) (F) the possible number of attendances and the actual number of attendances since the last election at meetings of the Council and committee meetings of any candidate who is an outgoing member of the Council; an indication of whether or not each candidate is a member in practice, a member employed in practice or a member in business; confirmation of such where a candidate has been deemed elected; and such other particulars as may be prescribed by the Council from time to time. (c) The voting form may be issued to members by any one or more of the following means (it being permissible to issue the voting form to different members by different means): (i) (ii) (iii) (iv) by being published on the Institute s website or another website designated by Council for this purpose, by being delivered by hand to the registered address of the member in question, by being sent by post, facsimile transmission or electronic mail to, as the case may be, the registered address, fax number, address of the member in question, or by any other means (whether electronic or otherwise) which the Council may from time to time permit. (d) Where the voting form is published on the Institute s website or another designated website then: (i) (ii) it shall be published on the web site throughout the period beginning on the date by which voting forms must be issued in accordance with Bye-Law 17B and ending on the day of the election; and each member to whom it is intended that the voting form will be issued by such publication will be notified of: (A) (B) the publication of the voting form on the website; and the place on that website where the voting form may be accessed, and how it may be accessed. Such notification may be made by delivering it by hand, by sending it by post, facsimile transmission or electronic mail to, as the case may be, to the registered address, fax number, address of the member in question, or by any other means (whether electronic or otherwise) which the Council may from time to time permit. (e) Nothing in these Bye-Laws shall invalidate an election where: (i) any document that is required to be published on the web site is published for a part, but not all, of the period mentioned in Bye-Law 17B(d)(i); and 14

15 (ii) the failure to publish that document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Institute to prevent or avoid. 17C Scrutineers of the election The Council may appoint as Scrutineers of the election: (i) (ii) members of the Institute who were nominated at the previous Annual General Meeting by the chairman of that meeting; or any relevantly and properly qualified person or body. (c) (d) (e) Where more than three Scrutineers are appointed under Bye-Law 17C(i), any three of them shall be competent to act. If any of the persons referred to in Bye-Law 17C(i) is nominated for election to the Council, or, for whatever reason, is unwilling or unable to act, he or she will not act as a Scrutineer in respect of that election and the President shall nominate a further Scrutineer to act in his or her place. No earlier than the second day after the last date for receipt of nominations in each year the Scrutineers shall meet and examine the nomination papers. Any member of the Institute shall be at liberty to object to any nomination provided that such objection is received by the Scrutineers in writing no later than the first day after the last day for receipt of nominations. The Scrutineers shall be the sole judges of the validity of each nomination. No election shall be invalid merely because of irregularity in the appointment of the Scrutineers or any failure on their part to comply strictly with the terms of the relevant Bye-Laws. 17D Canvassing A candidate may if he wishes, circularise or canvass electors by whatever methods are from time to time permitted by the Council provided that he observes good taste and good sense in a manner which is in compliance with the dignity of the profession. The decision of the Council as to the acceptability or otherwise of such a circular or canvassing shall be final. 17E Holding of the Election (c) If the number of candidates nominated exceeds the number of vacancies on the Council, arrangements for an election between the candidates who have been nominated but not deemed elected shall be made as set out in these Bye-Laws. The election shall take place each year on the date appointed by the Council under Bye-Law 16. The Council may permit each member to cast his or her vote by any one or more of the following means: (i) by attending in person between 11 a.m. to 1 o clock p.m. on the day of the election at such place as the Council shall appoint and placing his voting form in a ballot box which shall be provided by the Secretary for such purpose; 15

16 (ii) (iii) (iv) (v) by enclosing his completed voting form in an envelope, on the outside of which the member so voting shall write his name and delivering it to the Secretary (by hand or post) so as to reach the Secretary no later than 1 pm on the day of the election; by signing his completed voting form and clearly inserting his name and either his membership number or registered address on it and delivering it to the Secretary (by facsimile transmission or by electronic mail) so as to reach the Secretary no later than 1 pm on the day of the election; by completing an online voting form in accordance with the detailed instructions and security procedures outlined on the relevant website; by any other means which the Council may from time to time permit. (d) (e) (f) (g) Each member shall complete his voting form (by manual or electronic means) by placing a cross or other mark as specified in the voting form opposite to the name of each candidate for whom the member intends to vote. The Scrutineers may require any such evidence they think fit to satisfy themselves that any voting form or vote by facsimile transmission, electronic mail or by any other permitted method is genuine. The Scrutineers shall take reasonable steps to satisfy themselves that each vote cast has been cast by a member who is entitled to vote and shall count, or supervise the counting of, the votes upon each voting form after they have ascertained that the relevant member is entitled to vote. The Scrutineers shall be the sole judges of the admissibility of each vote. All records of voting by any permitted means shall be preserved until after the declaration of the result of the election. 17F Members not entitled to vote If any member votes for more candidates than the number of vacancies to be filled, his voting form shall be rejected. A member who at the time has not paid his subscriptions in accordance with Bye-Law 38 shall not be entitled to vote at an election for ordinary members of the Council. 17G Election of members of the Council Save as provided in Bye-Laws 17A and 17I, the members of the Council to be elected shall be chosen on the basis of those candidates who receive the greatest number of votes; and in the case of two or more numbers having an equal number of votes, their priority shall be decided by a lot by the Scrutineers. When the election has closed the scrutiny shall proceed and at the next Annual General Meeting in each year the Scrutineers of the election shall return the number of votes cast for each candidate. 17H Recount Any candidate may, at the conclusion of any count, request the Scrutineers to reexamine and recount all or any of the voting forms dealt with during that count and 16

17 the Scrutineers shall forthwith re-examine and recount such voting forms accordingly. A candidate may only make one such request. (c) (d) The Scrutineers may also at their discretion recount papers either once or more often in any case in which they are not satisfied as to the accuracy of any count. Nothing in this provision shall make it obligatory for the Scrutineers to comply with a request by a candidate which, in the opinion of the Scrutineers, is frivolous or vexatious. Where an error is discovered, the Scrutineers shall, where necessary, amend any results previously announced by them. 17I Candidates declared elected The Chairman of the next Annual General Meeting following the election shall, subject to the provisions of Bye-Law 17I, with respect to each of the categories specified in Bye-Laws 4 and (c) declare as duly elected as ordinary members of the Council the number of candidates (qualified to fill that category) who have the greatest number of votes as equal the vacancies in that category. If the election of the foregoing candidates would result in the failure to comply with the provisions of Bye-Laws 4 and (c) as to geographical and professional category representation on the Council, the imbalance shall be corrected by eliminating the least successful candidate or candidates belonging to the group which otherwise would be predominant and declaring elected the next most successful candidate or candidates of the other group. 17

18 CHAPTER III PROCEEDINGS OF THE COUNCIL 18. The Council shall meet at such times and places as it may from time to time determine. 19. A meeting of the Council may at any time be called by order of the President, the Deputy President or Vice-President, or at the request in writing, addressed to the Secretary, of any four members of the Council. 20. Notice in writing of a meeting of the Council shall be given to each member of the Council at least four clear days before such meeting and shall contain as far as is practicable a statement of the business to be transacted at such meeting; provided that when the President, the Deputy President or Vice-President ordering a meeting certifies in writing that in his opinion an emergency exists, notice in writing as aforesaid need only be given one clear day before such meeting. 21. At all meetings of the Council the President, or in his absence, the Deputy President or in the absence of the President and the Deputy President, the Vice-President shall be chairman; in the absence of all three honorary officers, the chairman shall be elected by those present and voting from among their number. 22. At all meetings of the Council the vote of a simple majority of those present of and voting shall prevail (except where otherwise required by these Bye-Laws) and in the case of equality of votes the chairman shall have a second or casting vote. 23. Subject to the provisions of these Bye-Laws the chairman of any meeting of the Council may, with the consent of the meeting, adjourn the meeting from time to time and from place to place. No notice need be given of an adjourned meeting unless it is so directed in the resolution for adjournment or unless it is proposed to transact other business in addition to that left unfinished at the meeting from which the adjournment took place. 24. The quorum necessary for the transaction of the business of the Council may be fixed by the members of the Council but shall be not less than seven members. 25. Proper minutes shall be recorded of all resolutions and proceedings of meetings of the Council and of all committees and sub-committees thereof; and every minute signed by the chairman of the meeting to which it relates, or by the chairman of a subsequent meeting, shall be sufficient evidence of the facts therein stated. 26. The Council may act notwithstanding any vacancy in its membership. 27. The Council may authorise the payment to any member of the Council of any out-of-pocket expenses reasonably and properly Meetings of Council Meetings of Council, how called Notice of meetings of Council Chairman of Council Voting at meetings of Council Adjournment of meetings of Council Quorum of Council Minutes of meetings of Council Vacancies in Council Expenses of members of Council 18

19 incurred by him in connection with his attendance at any General Meeting of the Institute, or at any meeting of the Council or of any committee or sub-committee thereof. The Council may also authorise the payment of any out-of-pocket expenses reasonably and properly incurred by any of the officers of the Institute or any other member of the Council when acting in his official capacity for or on behalf of the Institute or otherwise in connection with the affairs of the Institute. 28. The Council shall, from time to time publish or cause to be published at the expense of the Institute a list of the members of the Institute together with such other particulars concerning the Institute, its members or its objects as the Council may deem advisable, and such publication shall be supplied to members and others gratuitously or at such charges and prices as the Council shall from time to time determine. Each member as a condition of such membership is deemed to agree to the inclusion of his or her name in such list and such other particulars concerning him or her as the Council may include therein. Publication of list of members 29. Without prejudice to the generality of Bye-Law 3 and the other powers and duties conferred on the Council by these Bye-Laws, the Council shall set the strategic aims of the Institute, approve plans to achieve those strategic aims, review steps taken towards the achievement of those plans and approve annual budgets for the Institute. The Council shall have power at all times to appoint a Chief Executive of the Institute and the Secretary of the Institute. The Council will decide on the period of appointment and the terms and conditions of each such appointment. The Council may remove any person so appointed. (c) The Council may delegate to a remuneration committee formed for that purpose under Bye-Law 30A, the functions, amongst others, of (i) setting and approving the remuneration of the Chief Executive, the Secretary and those who report directly to the Chief Executive or who are heads of the significant or main functions within the Institute (together the Senior Management ) (ii) approving Senior Management appointments, including approving of the initial terms and conditions of such Senior Management appointments and any subsequent material changes thereto (iii) assessing the performance of Senior Management in conjunction with the Chief Executive and having regard to the results of the Institute s personnel appraisal process (iv) approving the removal of any person from a Senior Management position (v) ensuring that plans are in place for the orderly succession of appointments to all of the roles covered by this Bye-Law 29(c). 19

20 (d) Subject to paragraphs,, and (c) of this Bye-Law 29, the Chief Executive shall in addition to his other responsibilities and powers: (i) be responsible for implementing the plans approved by the Council to achieve the strategic aims of the Institute and developing annual budgets for the Institute for approval by the Council, and (ii) have power at all times to appoint all other staff of the Institute and to decide on their respective periods of appointment, terms and conditions of appointment, status, titles, duties and responsibilities. 30. The Council shall provide for the safe custody, preservation and use of the Common Seal of the Institute. Save as otherwise directed by the Council such Common Seal shall not be affixed to any instrument except by the express authority of a resolution of the Council and, save as specified in Bye-Law 30, two members of the Council and the Secretary shall sign every instrument to which such Common Seal is affixed. Custody of Common Seal When the common seal is affixed to; (i) certificates of membership issued to associates and fellows; or (ii) certificates issued to persons who have been awarded diplomas, certificates or other awards by the Institute, such certificates may, in lieu of the signature requirements set out in Bye-Law 30, be signed by any one member of the Council and, if the Council so resolves, such signature may be a facsimile of the signature of the relevant member of Council affixed to such certificates by such mechanical, electronic or other means as the Council may permit. 30A. (c) The Council may delegate any of its powers to committees consisting of such person or persons (whether members of the Council or not) as the Council thinks fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Council. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members of the committee present may choose one of their number to be chairman of the meeting. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a Delegation to Committees 20

21 majority of votes of the members of the committee present, and where there is an equality of votes, the chairman shall have a second or casting vote. 21

22 CHAPTER IV MEMBERSHIP 31. The members of the Institute shall be persons who have been admitted to membership pursuant to Bye-Law 35. Members may be Fellows or Associates. 32. An Associate who completes ten years of membership and who satisfies such other requirements as the Council may from time to time specify shall become a Fellow on the first day of January next following such completion. 33. Other than as provided in Bye-Law 34 a person shall be eligible to be admitted to membership as an Associate only if he is a student who has obtained the requisite period of approved service applicable to him under regulations from time to time issued by the Council and has passed such examination or examinations as the Council may from time to time prescribe or approve, including a final examination set by the Institute. Classes of members Associate becoming a Fellow Admission as an Associate 34. Subject to such regulations as the Council may from time to time make, any Fellow or Associate of the Institute of Chartered Accountants in England and Wales or any member of the Institute of Chartered Accountants of Scotland may, on applying to be admitted as a member of the Institute and on presentation of appropriate evidence of his membership of one or other of those bodies, be exempted by resolution of the Council from the Institute of the Institute examination prescribed by these Bye-Laws and from service under a training contract. Any person admitted to membership of the Institute under this Bye-Law 34 shall, upon ceasing (for whatever reason) to be a member of the Institute which entitled him to be admitted as a member of the Institute, automatically cease to be a member of the Institute. Any member of a body of accountants (other than those bodies specified in Bye-Law 34) recognised for the purpose of this Bye-Law by the Council may, on applying to be admitted as a member of the Institute and on presentation of appropriate evidence of his membership of that body of accountants, be exempted in whole or in part by resolution of the Council from the Institute examination prescribed by these Bye-Laws and from service under a training contract. The Council may in its absolute discretion lay down rules and conditions regarding the admission of such a member. Any person admitted to membership of the Institute under this Bye-Law 34 shall, upon ceasing (for whatever reason) to be a member of the body of accountants which entitled him to be admitted as a member of the Institute, automatically cease to be a member of the Institute. Admission of members of the English and Scottish Institutes 22

23 35. (c) (d) (e) (f) All admissions to membership shall be by the Council which shall have power to decide conclusively with regard to any person applying to be admitted to membership whether or not he is eligible for admission and, if so, for what class or category of membership. Each applicant for admission shall satisfy the Council of his having fulfilled the requirements of these Bye- Laws in such a manner as the Council shall require and shall produce such evidence of his fitness to be so admitted as the Council considers necessary. No application for admission to membership shall be considered by the Council unless the applicant has paid to the Institute any admission fee payable by him and any annual subscription payable by him in respect of the year in which he seeks to be admitted. If any such application is not accepted by the Council, any said fee and subscription shall be refunded to the applicant. The Council may in its absolute discretion (by a resolution passed by not less than two-thirds of the members present and voting thereon) refuse to admit any person to membership if it considers him not to be a fit and proper person to be so admitted. The Council may, in its absolute discretion, admit any person to be a member notwithstanding any informality in his training contract or his service thereunder. The Council may from time to time resolve that students who successfully pass all examinations prescribed for membership shall, upon passing such examinations and satisfying any other requirements for membership, be automatically admitted to membership. The Council may, on such terms and subject to such conditions as it may from time to time see fit, delegate its powers under this Bye-Law to such one or more of the honorary officers of the Institute or to such committee or board as it sees fit. Admission of members (g) (i) If at any time an insolvency event occurs in relation to a member or an affiliate, the member or affiliate concerned: (A) (B) shall, within 21 days of its occurrence, give written notice to the Secretary of such insolvency event; and may, within six weeks of its occurrence (or within such extended time period as the Council may allow), make an application to be retained as a member or, as the case may be, as an affiliate. 23

24 (ii) (iii) (iv) Prior to considering an application for retention of membership or affiliate status, the Council will refer the application to CARB for consideration in accordance with the Disciplinary Bye-Laws and the Public Practice Regulations and for any recommendation CARB may wish to make as to whether such person is a fit and proper person to remain a member or an affiliate and in reaching its decision as to whether or not the member or affiliate concerned is a fit and proper person, the Council shall be entitled to take into consideration, and rely on, any disciplinary finding, regulatory finding and / or recommendation made by CARB provided the member or affiliate concerned has been afforded an opportunity to make representations in relation to such finding or recommendation. If such an application is made and the Council is satisfied that the person concerned is a fit and proper person it shall permit such person to remain a member, or as the case may be, an affiliate subject to such restrictions and / or conditions, if any, it may decide to impose; otherwise it will remove such person from membership or affiliate status. If no such application is made the Council shall remove the person concerned from membership or, as the case may be, affiliate status. 36. (c) (d) With every application for membership, every applicant shall send to the Secretary such particulars as the Council may from time to time prescribe and every applicant (whilst his or her application is still pending) and every member shall promptly inform the Secretary of any change in or addition to any particulars so given. Every person on being admitted to membership shall be entitled to a certificate to that effect under seal. Every Fellow of the Institute shall be entitled to a certificate to that effect under seal. In the event of the exclusion or resignation of a member or when he shall cease to be a member pursuant to Bye-Law 37 every certificate of membership then held by him and every other certificate or authorisation which is dependant on his continuing membership of the Institute shall, within a time specified by the Council, be delivered up by him to the Council to be cancelled. Particulars to be supplied to Secretary Certificates of Membership 24