Management

3.1

Subject to the Constitution and in conformity with the Objectives, By-laws and Regulations, the management of the affairs of the Institute shall be vested in Council whose members shall serve on Council until their successors have been elected and have taken office.

Composition of the Council

3.2

Council shall consist of :

3.2.1

Office Bearers :

The President

The Deputy President

Two (2) Vice-Presidents

The Immediate Past President, or should he/she not accept office, a Past President serving on Council and co-opted by serving Office Bearers

The Honorary Treasurer

No member of the Institute other than the six (6) designated in this clause nor any paid nor honorary employee of the Institute shall be termed an Office Bearer of the Institute.

3.2.2

Elected members:

Ten (10) Fellows,  ten (10) Senior Members and six (6) Members elected by those qualified to vote in terms of clause 2.3.2

3.2.3

Honorary Vice-President:

One (1) Honorary Vice-President elected under clause 3.8

3.2.4

Chairmen of Centres and Sections:

The Chairman of any Centre formed under clause 3.12. The Chairman of any Section formed under clause 3.16

3.2.5

Past Presidents:

Those Past Presidents who, on the invitation of Council, have signified in writing by the date of the Council meeting immediately preceding the Annual General Meeting their willingness to serve on Council for the ensuing year.

3.2.6

Co-opted members:

Council may co-opt by unanimous vote of those present and voting at an ordinary Council meeting not more than  six (6)  additional Senior Members or Fellows to Council; they shall have the privileges and responsibilities of elected Council members and shall serve on Council for the current year. The names of such co-opted members shall be announced at the next Ordinary General Meeting of the Institute following their appointment.

3.2.7

Extra-territorial representatives:

Council shall have the power to appoint extra-territorial representatives as may be necessary from time to time. Such representatives shall be appointed from year to year and shall be members of Council without voting rights.

3.2.8

Associated Chapters representatives

A representative of any Associated Chapter formed under 3.15 and designated in terms of the Agreement of Association. Such representatives shall be appointed from year to year and shall be members of Council without voting rights.

Election of Office Bearers

3.3

The President, and Deputy President, Vice Presidents and Honorary Treasurer who are to hold office for the ensuing year, shall be elected by Council and their election shall be announced at an Ordinary General Meeting of the Institute preceding the Annual General Meeting.

Eligibility for offices of President, Deputy President & Vice Presidents

3.4

The President and Deputy President shall be elected from those who have been Deputy President or Vice-Presidents and Vice-Presidents shall be elected from Fellows of the Institute. No candidate shall be eligible for election as President, Deputy President or Vice-President unless he has previously served for a period of at least twelve (12) months on Council during the three (3) years preceding his nomination and election.

Office Bearers terms of Office

3.5

The President, the Deputy President and two (2) Vice-Presidents and the Honorary Treasurer shall each hold office in his respective capacity for one (1) year only but shall be immediately eligible for re-election to the same or any other office excepting that no President or Deputy President shall be re-elected for a second term and no Vice President shall be re-elected to the office of Vice-President for more than three (3) consecutive years.

Nomination & election of members of Council

3.6.1

The nomination and election of Fellows and Senior Members and Members to serve on Council shall be as set out in the By-laws.

3.6.2

Five (5) Fellows elected in accordance with 3.2.2 shall retire each year in rotation but shall be eligible for re-election in the same or another capacity.

3.6.3

Five (5) Senior Members elected in accordance with 3.2.2 shall retire each year in rotation, but shall be eligible for re-election in the same or another capacity.

Casual vacancies on Council

3.7

Council is empowered to fill any casual vacancy on the Council. A member so appointed shall serve on Council for the remaining portion of the current year only.

Honorary Vice President

3.8.1

Council may elect an Honorary Vice President from Fellows who are precluded by any good reason from taking an active part in the management of the affairs of the Institute. The election of an Honorary Vice President shall be announced at a General Meeting following his election.

3.8.2

An Honorary Vice President elected under the provisions of this clause shall hold office for not more than one (1) year and shall not be eligible for re-election in the same capacity except in exceptional circumstances.

Secretaries

3.9

Council is empowered to make arrangements for secretarial and relevant services and to provide for the necessary remuneration.

Minutes

3.10

Council shall cause minutes to be kept of the proceedings of all meetings of the Institute, Council and various meetings.

Objectives, By-laws & Regulations

3.11

Council shall frame Objectives, By-laws and Regulations which shall be consistent with the terms of the Constitution, for the conduct of the business of the Institute, the management of the affairs of the Institute and for admission to all grades of membership; such Objectives , By-laws and Regulations may at any time be added to, repealed or amended by Council. All members shall be notified of such alternations and/or additions in a manner to be decided by Council.

Formation of Centres

3.12

Council may, at its discretion, and upon the written request signed by at least ten (10) Senior Members or Fellows resident in a specific area, form a Centre of the Institute in such area. The affairs of Centres shall be conducted in accordance with the Objectives, By-laws and Regulations.

Formation of Student Chapters

3.13

Council may, at its discretion, and upon the written request signed by at least ten (10) Students, Associates or Members deemed by Council to be bona fide students, resident in a specific area, form a Student Chapter of the Institute in that area. The affairs of Student Chapters shall be conducted in accordance with the By-laws and Rules approved by Council.

Incorporation of kindred institutions

3.14

Council may, upon receipt of a written request to that effect from any organisation with objects kindred to those of the Institute, arrange for the incorporation of such organisations in the Institute on such terms and conditions as may be agreed upon, provided that any such incorporation shall be subject to sanction by a Special General Meeting of the Institute, e-mail and/or postal ballot conducted for the purpose.

Associated Chapters

3.15.1

Council may, upon receipt of a request to that effect from any organisation with objects kindred to those of the Institute, enter into a formal Agreement of Association with that organisation.

3.15.2

The Agreement of Association shall stipulate that the said organisation will be an Associated Chapter of the Institute.

3.15.3

The agreement shall contain all the terms and conditions of association and may include the stipulation that the Associated Chapter will conduct its affairs independently of those of the Institute. The agreement shall further stipulate that nothing in the Constitution or conduct of the affairs of the Associated Chapter shall be in conflict with the aims and objects of the Institute.

3.15.4

All members shall be notified of the terms and conditions of the Agreement of Association and any amendment thereof in a manner decided by Council.

Specialist Sections

3.16

Council may, form a Section or Sections within the Institute to encourage the presentation of papers and discussions on technical subjects of specific professional interest to certain members of the Institute. The affairs of Sections shall be conducted in accordance with the Objectives, By-laws and Regulations.

Assets & accounts

3.17

All funds, property and assets of the institute shall be vested in Council for the time being in trust for the Institute. True accounts shall be shall be kept of all monies received and expended by the Institute and of the assets and liabilities of the Institute. The Honorary Treasurer shall administer the funds of the Institute in accordance with the directions of Council to which he/she shall be responsible.

Annual Report & accounts

3.18

Council shall submit, at each Annual General Meeting, a report on the affairs of the Institute together with an audited Statement of Income and Expenditure Account and Balance Sheet made up to the previous 31 December.

Auditing of accounts

3.19

the accounts of the Institute shall be audited at least once a year by an auditor who shall be appointed for the ensuing twelve (12) months by the members at each Annual General Meeting; no member or paid honorary employee of the Institute shall be eligible for the position of auditor. Should any casual vacancy occur in the office of auditor, it shall be filled at the next ensuing Ordinary General Meeting.

Execution of deeds,

etc

3.20

All deeds, documents and writings requiring execution on behalf of the Institute and all negotiable instruments and cheques shall be signed by a member or members of Council and/or by the Secretary of the Institute as duly authorised by a special resolution of Council.

Indemnity

3.21

Each member of Council shall be accountable only in respect of his/her own acts and shall not be accountable for any acts done or authorised to which he shall not have expressly assented and no member of Council shall incur any personal liability in respect of any loss or damage incurred through any act, matter or thing done, authorised or suffered by him/her, being done in good faith for the benefit of the Institute although in excess of his/her legal power.

Interpretation

3.22

In case of doubt as to the meaning and import of any portion of the Constitution and By-laws the interpretation of Council shall be binding upon the members.