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Charter Bye Laws
THE SECOND SCHEDULE BYE-LAWS OF THE INSTITUTE
DEFINITIONS
1. In these Bye-laws and the Regulations, except where the context otherwise requires:
(a) "Board" means Executive Board of the Institute;
(b) "Bye-laws" means Bye-laws made by the Institute under the Charter;
(c) "Charter" means the Charter to which these Bye-laws are scheduled, as revoked, amended or added to from time to time, and all Supplemental Charters of the Institute for the time being in force;
(d) "Company" means the Company limited by guarantee incorporated on 24th October 1975 and named the "British Institute of Architectural Technologists";
(e) "Council" means the Electoral College and Strategic Forum of the Institute;
(f) "Chief Executive" means the chief executive officer of the Institute by whatever title known;
(g) "Institute" means the Chartered Institute of Architectural Technologists constituted by the Charter;
(h) "in writing" and "written" includes all modes of representing or reproducing words in a visible form;
(i) "Laws of the Institute" means the Charter, these Bye-laws, the Regulations and all codes and other forms of regulatory provision made by the Institute;
(j) "member" means a member of the Institute in any class;
(k) "Member" means a person in the class of Full Chartered Member of the Institute;
(l) "month" means calendar month;
(m) "notice" includes any paper or document of any kind which a member may be entitled to have served upon him.
(n) "office" means the main office of the Institute;
(o) "President" means the President of the Institute;
(p) "President Elect" means thePresident Elect of the Institute;
(q) "Immediate Past President" means the Immediate Past President of the Institute;
(r) "Regulations" means regulations made by the Board under the Charter or Bye-laws;
(s) "Seal" means the Common Seal of the Institute;
(t) words importing the masculine gender shall include the feminine and words in the singular shall include the plural and words in the plural shall include the singular;
(u) words importing persons shall include corporations and "corporation" shall include unincorporated associations.
2. Any words and terms which may be defined by the Charter shall, unless the context otherwise requires, have a corresponding meaning in these Bye-laws and the Regulations.
MEMBERS OF THE INSTITUTE
3. The following shall be members of the Institute:
(a) those persons who are members of the Company at the date these Bye-laws first come into force and effect, as defined in Our Charter;
(b) persons who are admitted as members under the Charter and Bye-laws;
and membership shall be personal and shall not be transferable by act of the member or by operation of the law.
4. There shall be the following classes of membership:
(a) Member;
(b) Technician;
(c) Associate;
(d) Profile;
(e) Student;
(f) Honorary member;
and these classes may be subdivided by Regulations.
5. Subject to the Bye-laws, the Board may by Regulation determine the terms and conditions of admission to, retention of, transfer within, exclusion from, and re-admittance to, membership of the Institute and such terms and conditions shall be binding as well upon those who were members of the Company as those who may be admitted after the incorporation of the Institute under the Charter. In the case of any new member, the Board may determine the duration of membership.
PRIVILEGES OF MEMBERSHIP
6. The Members shall be entitled to use the post-nominal letters "MCIAT", Technicians shall be entitled to use the post-nominal letters "TCIAT”, and Associates shall be entitled to use the post-nominal letters "ACIAT". Honorary members shall be entitled to use the post-nominal letters "Hon MCIAT". The Members who have been admitted to Membership on the basis of a relevant degree, NVQ Level 4 qualification, or equivalent supported by the appropriate demonstration of practical experience, awarded MCIAT and who satisfy and submit to the requirements of the Institute's Continuing Professional Development programme may use the title “Chartered Architectural Technologist”.
7. Each Member, Technician or Associate of the Institute who has paid the application fee and the annual subscription, as determined by Regulations, shall be entitled to receive a certificate of membership, which shall remain the property of the Institute. The holder, when for any reason during his lifetime ceases to be a Member, Technician or Associate, or upon demand, shall return the certificate to the Institute.
8. Each member of the Institute who has paid the application fee and the annual subscription, as determined by Regulations, excepting waived fees as may be determined from time to time by The Board, will receive access to facilities and resources as determined by the Board.
FEES
9. The Board shall have power by Regulation to prescribe the annual or other subscriptions, entrance fees or other payments related to admission to, or retention of, membership of the Institute.
10. Every member other than an Honorary member shall pay subscriptions in accordance with Regulations, and shall not be entitled to any benefit or privilege of membership when this subscription is in arrears. The Board may direct that the subscription of any individual member be reduced or waived in exceptional circumstances, and may by Regulation provide for reductions in subscriptions for groups or sections of members on any grounds, and specify the conditions on which those concessions shall operate.
CESSATION OF MEMBERSHIP
11. A person shall cease to be a member in any of the following cases:
(a) if the application on the basis of which membership was granted contained or referred to information which was false or misleading;
(b) if the member resigns by giving written notice thereof;
(c) if the member fails to pay all subscriptions, entrance fees or other payments due from him to the Institute within such period as may be specified by the Board;
(d) if the member becomes bankrupt or insolvent, or suspends payment or enter into composition or arrangement with his creditors generally;
(e) if the member is expelled as a result of disciplinary proceedings.
Provided that the Board may in any case other than (e) above in its discretion resolve that the membership of any member shall, notwithstanding the occurrence of any of the events specified herein, continue either unconditionally or subject to such conditions as the Board may prescribe, and that any person whose membership shall cease in accordance with this Bye-law shall remain liable to the Institute for all fees, subscriptions and other payments which may have been due from him at the date his membership ceased or as determined within the Regulations.
HONORARY MEMBERSHIP
12. Those persons who are Honorary members of the Company at the date these Bye-laws shall come into force and effect shall be Honorary members of the Institute and the Board may admit as Honorary members of the Institute persons recommended by the Council for this distinction. Honorary members shall be subject to the jurisdiction of the Board which may impose such terms and conditions (other than those requiring the payment of any subscriptions) upon Honorary members as it may think fit and may terminate the Honorary membership of any person at any time.
AFFILIATIONS AND ASSOCIATIONS
13. There shall be power by Regulations to prescribe for the affiliation or association of other persons, or corporations, with the Institute in such manner as the Board may from time to time determine and with such privileges and rights and upon such conditions as the Board shall think fit. No person so becoming associated or affiliated as aforesaid shall by virtue of this Bye-law or Regulations made under it be a member of the Institute, but this shall not preclude such person from applying for membership.
DISCIPLINE
14. Members shall be bound by the Laws of the Institute and may be subject to disciplinary proceedings of the Institute if in breach of those Laws or if found guilty by a competent tribunal or Court of an offence considered relevant to membership of the Institute. Regulations shall provide for the investigation and determination of complaints against members, and shall specify the rights of a member subject to complaint to receive notice, to be represented and to call and cross-examine witnesses, and to appeal. Regulations under this Bye-law may make provision for all matters within the disciplinary process including the sanctions to which members may be liable, and may empower committees of the Institute to regulate their own procedure.
15. Amendments or alterations to Regulations made under the preceding Bye-law shall require approval via special resolution at a general meeting.
GENERAL MEETINGS OF THE INSTITUTE
16. An Annual General Meeting of the Institute shall be held once in every calendar year beginning with 2006, at such time and place as may be determined by the Board and not more than fifteen months shall elapse between the date of one Annual General Meeting and the date of the next; provided that the first Annual General Meeting of the Institute shall be held not later than eighteen months from the date these Bye-laws first come into force. All other General Meetings of the Institute shall be called Extraordinary General Meetings.
17. Twenty-one days' notice of any General Meeting in a form prescribed in the Regulations shall be given to members. The accidental omission to give notice of a meeting or the non-receipt of notice by any member, or a defect in the conduct or voting at a meeting, shall not invalidate the meeting or the business transacted thereat.
18. The Board may call an Extraordinary General Meeting when it thinks fit and shall call such a meeting when requested to do so by the Council or on the requisition of such number of members (other than Honorary members) being not less than two hundred as shall be equal to at least five per cent of the membership (excluding Honorary members) of the Institute. All business transacted at an Extraordinary General Meeting shall be deemed special business, as shall that transacted at an Annual General Meeting except:
(a) receipt of the accounts and balance sheet, and of reports of the Board and Auditors;
(b) the appointment of the auditors and either determination of their remuneration or authorisation of the Board to determine the same;
(c) declaration of the results of elections to the Board and Council.
19. The quorum for a General Meeting of the Institute shall be two-thirds Members eligible to vote and elected in accordance with the Institute’s Regulations. Regulations shall also provide for all matters relating to the dissolution of an inquorate meeting and to its adjournment and reconvening and the transaction of business notified for the meeting.
20. The President, or in his absence a Vice President, shall preside as Chairman at every General Meeting but, if neither is present or willing to preside, another person, as determined by the members of the Board present, shall preside.
21. General Meetings may be adjourned in accordance with Regulations but no business shall be transacted at any adjourned Meeting other than the business which might have been transacted at the Meeting from which the adjournment took place.
22. In the case of an equality of votes on any resolution, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.
23. No objection shall be taken to the validity of any vote except at a Meeting or poll at which such vote shall be tendered and every vote not disallowed at such Meeting shall be valid. The Chairman of the Meeting shall be the sole and absolute judge of the validity of every vote tendered at that Meeting or poll resolved at that Meeting to be taken.
24. Subject to the Charter and Byelaws, Regulations may make provision in respect of (a) the summoning or requisitioning, and giving notice of, General Meetings and attendance thereat (b) the submission by Members of proposed resolutions, and (c) the conduct of business (including voting, proxies, and demanding of polls) at and chairmanship of such Meetings, and the adjournment and reconvening of such Meetings.
OFFICERS OF THE INSTITUTE
25. There shall be a President of the Institute, a President Elect (or Immediate Past President in alternate years) an Honorary Secretary, an Honorary Treasurer and such numbers of Vice-Presidents and other Officers as the Council may from time to time determine.
26. Officers shall be Members, elected or appointed, and shall hold office, in accordance with Regulations.
27. In the event of a casual vacancy occurring in any office of the Institute, such vacancy may be filled in accordance with Regulations.
28. The President may use the post-nominal letters "PCIAT" and a Past President of the Institute may use the post-nominal letters "PPBIAT" or PPCIAT". Past Presidents and Chairmen of Society of Architectural and Associated Technicians SAAT may use the post-nominal letters “PPSAAT” or “PCSAAT”.
THE BOARD
29. Subject to the Laws of the Institute, the Board shall be the governing body of the Institute. The first members of the Board, whose names are listed in the First Schedule to the Charter, shall be regarded as having taken up office in accordance with these Bye-laws and may serve out their pre-existing periods of office as though those periods of office had commenced while these Bye-laws were in force, but the retirement date of any of the first members of the Board may be adjusted if necessary by simple majority resolution of the Board.
30. The Board shall consist of the following:
(a) the Officers;
(b) four Councillors elected by the Council in accordance with Regulations;
(c) the Chief Executive (non voting)
(d) non-voting members (who need not be members of the Institute) co-opted by the Board.
31. The President shall be the Chairman of the Board.
32. The Board may fill any casual vacancy amongst the members of the Board elected under Bye-law 30(b). A person so appointed shall serve until the next subsequent election.
33. Subject to the Laws of the Institute, the Board may regulate its own proceedings. Regulations may:
(a) provide for variations in the number of members of the Board elected by the Council and for any consequential matter;
(b) deal with all and any other matters relating to the election and retirement of members to the Board;
(c) specify the quorum for meetings of the Board, provided this is not less than five; and
(d) regulate all other matters relating to the meetings and proceedings of the Board.
34. A member of the Board shall cease to hold office as such:
(a) if he resigns by notice in writing;
(b) if he becomes prohibited from being a director of a company or trustee;
(c) if he becomes bankrupt, makes a declaration of insolvency or suspends payment or makes any arrangement or composition with his creditors;
(d) if he is removed from office by a Resolution of the members in General Meeting;
(e) if he fails without good reason to attend three consecutive Board meetings;
(f) if he is removed under Bye-law 35; or
(g) if he ceases to be a member of the Institute.
35. The Board may, by a vote of not less than three-quarters of the members of the Board present and voting, at any time remove a member of the Board if he is considered to have acted contrary to the interests of the Institute or is unable properly to carry out the duties of a Board member. The member whose removal is resolved upon under this Bye-law shall have a right of appeal if so provided in Regulations.
POWERS, FUNCTIONS, AND PROCEEDINGS OF THE BOARD
36. Subject to the Laws of the Institute, the Board may meet and otherwise regulate its own business as it sees fit. Questions arising at a meeting of the Board shall be decided by simple majority vote, and in the event of an equality of votes the Chairman of the meeting shall have a second or casting vote. An absent non-executive director, may vote in writing on a particular item by proxy, the vote to be provided to the Chief Executive at or before the time the vote is taken.
37. At the request of four or more members of the Board, the President shall summon a meeting of the Board, giving at least fourteen days' notice.
38. All acts bona fide done at ameeting of the Board, or of any committee of the Board or any sub-committee or by any person acting as a member of the Board shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Board.
39. The Board shall cause proper minutes to be made of all appointments of officers and of the proceedings of all meetings of the Institute and of the Board and of committees of the Board and sub-committees and all business transacted at such meetings and any such minutes of any meeting, if purporting to be signed by the person acting as chairman of such meeting or by the person acting as chairman of the next succeeding meeting shall be sufficient evidence without any further proof of the facts therein stated.
40. A resolution in writing signed by all the members for the time being of the Board or of any committee of the Board or any sub-committee who were duly entitled to receive notice of a meeting of the Board or of such committee or sub-committee shall be as valid and effectual as if it had been passed at a meeting of the Board or of such committee or sub-committee duly convened and constituted.
41. The members for the time being of the Board may act notwithstanding any vacancy in their body provided always that in case the members of the Board shall at any time be or be reduced in number to less than the minimum number prescribed by the Lawsof the Institute it shall be lawful for them to act as the Board for the purpose of filling up vacancies in their body or of summoning a General Meeting but not for any other purpose.
42. The Board may exercise all such powers of the Institute and do on behalf of the Institute all such acts as may be exercised and done by the Institute as are not required by the Lawsof the Institute to be exercised or done by the Institute in General Meeting, and shall, in particular, and subject to such Laws, have the following powers:
(a) to make, alter and revoke Regulations;
(b) to appoint a Chief Executive of the Institute;
(c) to establish or assist in establishing, or dissolve local and regional sub-divisions, professional networks or other organisations of the Institute, whether autonomous or not, and to make Regulations relating to the constitutions and administration of such organisations;
(d) to exercise the powers of the Institute in connection with the acquisition of control of the Company and to accept and execute on behalf of the Institute all and any documents, including contracts, deeds, undertakings and agreements, arising from the transfer of all or any part of the property, assets, liabilities and engagements of the Company, and to delegate the power of execution of documents under this Bye-law to a member or members of the Board;
(e) to govern, manage and regulate the finances, accounts, investments, property, business and all affairs whatsoever of the Institute and for that purpose to appoint bankers and any other officers or agents whom it may deem expedient to appoint;
(f) to invest on behalf of the Institute or in the name of nominees any monies belonging to or held by the Institute and not immediately required for its purposes in or upon such investments, securities or real or personal property as may be thought fit subject to such consents as may be required by law, provided that:
(i) in the case of monies belonging to or held by the Institute as trustee for the general purposes of the Institute, the powers conferred by this Bye-law shall be exercised subject to the provisions of the law relating to investment by trustees; and
(ii) in the case of monies held by the Institute as trustee upon special trusts, the Board, on behalf of the Institute, shall have such powers of investment as may be granted by such trusts or as may be granted by the law relating to investment by trustees;
(g) to appoint upon such reasonable and proper terms (including provision for remuneration) as may be thought fit either any individual of repute with at least fifteen years' experience of investment management who is an authorised person within the meaning of the Financial Services Act 1986 or a company or firm of repute which is an authorised or exempted person within the meaning of that Act otherwise than by virtue of section 45 (1)(j) of that Act to be the Institute's investment manager (the "manager") and to delegate to the manager the exercise of powers of investment to the extent permissible under the law relating to trustees: provided that (a) the manager may be authorised to exercise such powers within policy guidelines laid down by the Institute; (b) the manager shall be required to report any exercise of such powers promptly and any transaction within fourteen days, and to report on the performance of the Institute's portfolio managed by him at least every three months; (c) the Institute shall be free at any time to withdraw, or alter the terms of, such delegation; and (d) the Institute shall review such delegation at intervals not exceeding twelve months (but failure to do so shall not invalidate an existing delegation under this Bye-law); and
(h) to provide for the custody and use of the Seal.
43. The Board shall have power to establish, to delegate its powers and functions (other than the power to make Regulations or its non-delegable powers as trustees) to, to regulate, and to dissolve, such committees with such functions as the Board may think fit. Such committees may include persons who are not members of the Board or of the Institute. Every committee established by the Board shall have power to establish and dissolve sub-committees subject to such directions as the Board may from time to time impose. The exercise by any committee of any power or function delegated to it by the Board shall be reported to the Board as soon as practicable.
44. The Board may delegate its powers and functions (other than the power to make regulations or its non-delegable powers as trustees) to the President, a President Elect (or Immediate Past President in alternate years) on such terms and conditions as it sees fit, and may revoke such delegations at any time: provided that all acts and proceedings of the President, a President Elect (or Immediate Past President in alternate years) in exercise of such delegated powers and functions shall be reported to the Board at its next meeting.
45. Subject to approval by a General Meeting, the Board can invoke Charter Article 4 (iv) for Board and Council members undertaking Board and Council business.
COUNCIL
46. The Council shall be a Strategic Forum consisting of:
(a) the Officers
(b) such number of Members specified by, and elected in accordance with, Regulations
(c) the Chairman of any wholly owned subsidiary company of the Institute
(d) the Chief Executive (non voting)
(e) non voting persons co-opted by the Council
and its members shall hold office in accordance with Regulations.
47. Subject to the Charter and Bye-laws, the Council shall have such powers and functions and shall observe such procedure as may be specified from time to time in Regulations.
CHIEF EXECUTIVE AND STAFF
48. There shall be a Chief Executive who shall be appointed by the Board.
49. The Board may delegate the power of appointment and removal of other members of staff to the Chief Executive.
ACCOUNTS AND AUDIT
50. The Board shall cause proper and sufficient books of account to be kept in such manner as to give a true and fair view of the state of the Institute's affairs and to explain its transactions, with respect to:
(a) the assets and liabilities of the Institute;
(b) sums of money received and expended by the Institute and the matters in respect of which such receipts and expenditure takes place;
(c) all sales and purchases of goods and services by the Institute.
51. The books of account shall be kept at the office or in such place as the Board shall determine and shall be open to inspection by the members of the Board and Council. The Institute in General Meeting may specify reasonable conditions and regulations as to the time within business hours and manner in which the accounts shall be open to inspection by members of the Institute.
52. A copy of every balance sheet, income and expenditure account and auditors' report and of the annual report of the Board shall be made available to every member not less than twenty-one days before the General Meeting at which they are to be considered. The accounts and reports referred to in this Bye-law may be published in printed or electronic form.
53. Auditors shall be appointed and hold office, and their duties and remuneration regulated, in accordance with Regulations.
NOTICES
54. A notice may be served by the Institute by publication in the journal of the Institute or to any member either personally or by sending it by pre-paid post to him or to his registered address or (if he has no registered address within the United Kingdom) to the address if any within the United Kingdom supplied by him to the Institute for the giving of notice to him, or by any mechanical or electronic means approved by the Board for this purpose.
55. A notice sent by post shall be deemed to have been served on the second day following that on which the posting occurred.
TRANSITIONAL PROVISIONS
56. The first Annual General Meeting of the Institute shall be convened at such date before the expiry of eighteen months from the date of the Charter, in such manner and shall be conducted in accordance with such rules, as may be determined by the Board.
57. The business of the first Annual General Meeting of the Institute shall include the appointment of the first Auditor or Auditors of the Institute.
58. The Articles of Association of the Company and any regulations or Bye-laws made in accordance with the provisions thereof shall, so far as they shall be consistent with the Charter and these Bye-laws be deemed to be Regulations of the Institute until such time as they shall have been revoked, or replaced by Bye-laws or Regulations made under the Charter. Such Articles, regulations, or Bye-lawsas could only have been made pursuant to the provisions of the Charter as Bye-laws may be revoked, added to or amended only by Special Resolution. All other provisions contained in such Articles, regulations or Bye-laws shall be capable of being altered, added to, amended or repealed as though they were Regulations.
59. All persons holding paid appointments in the Company at the date of the Charter shall hold corresponding appointments in the Institute, on the same terms and conditions as to tenure and otherwise but shall not be entitled to receive remuneration both from the Company and from the Institute in respect of the same period of service.
60. The Board shall have the power to resolve all questions of doubt which may relate to any transitional matter following the grant of the Charter and the establishment of these Bye-laws and such determination shall be final and binding upon every person who may be affected thereby.
[END CIAT 2005]
