Articles of Association

COMPANY LIMITED BY GUARANTEE

THE COMPANIES ACT 2006

ARTICLES OF ASSOCIATION OF THE INSTITUTION OF ENGINEERS IN SCOTLAND

(Amended and Agreed at an Extraordinary General meeting held on 26^th April 2022)

Section 1 – PRELIMINARY

1. These Articles shall be construed with reference to the provisions of the Companies Act 2006, as modified by any statute for the time being in force; and terms used in these Articles shall be taken as having the same respective meanings as they have when used in that Act or any statutory modification thereof.

2. The objects of the Institution are those set forth in the Memorandum of Association.

Section 11 – MEMBERSHIP

3. For the purpose of registration, the numbers of Members of the Institution is unlimited.

4. The Institution shall consist of Fellows, Members, Associates, Affiliates and Honorary Fellows, and such other categories of membership as the Council may from time to time at its discretion determine; all of whom shall be included in the term “Members” unless the context otherwise requires. The qualification for each category of membership shall be specified by the Council in the By-Laws.

Section 111 – SUBSCRIPTIONS

5. Each Member shall, on election, pay an entrance subscription and such annual subscription as shall be specified in the By-Laws for the time being in force.

Section 1V – ORDINARY MEETINGS

6. The Institution shall hold Ordinary Meetings for reading papers, for discussing matters connected with the objects of the Institution and for the transaction of ordinary business other than business which in terms of these Articles or in terms of the Companies Act may only be conducted at a General Meeting; and such meetings shall take place regularly, and may be adjourned from to time.

7. The copyright of any paper read at an Ordinary Meeting, together with its illustrations, shall be the exclusive property of the Institution. The Council shall have power, however, to make any arrangement it thinks proper with an Author on first accepting his paper.

Section V – GENERAL MEETINGS

8. A General Meeting of the Institution duly called, shall have power by a majority in the number of the persons present (physically or online) thereat entitled to vote, to review the decisions or determinations of the Council; to remove Members of Council and to delegate to the Council all such further powers as are competent and as may be considered necessary for efficiently performing the business of the Institution. At a General Meeting the quorum shall be two Members entitled to vote, provided that no business may be conducted at such a meeting unless twenty five persons entitled to vote, attend in person or appoint a proxy to attend and vote in their place. The same proxy may be nominated by any number of Members.

9. Extraordinary General Meetings may be called by the Council when they consider it proper or necessary, and must be called by them on receipt of a requisition from any twenty five members entitled to vote, specifying the business to be brought before such a meeting.

Section V1 – NOTICE OF GENERAL MEETINGS

10. Notices of General Meetings may be served either personally, or to a Member’s email address or by sending through the post to the Member's registered address; and notices so posted shall be deemed to have been duly served. Time limits for AGM paperwork do not apply to members living outside the UK

11. Notices of General Meetings shall be given 21 days before the meeting.

12. In computing the notice of any meeting, the day on which the same is posted shall not be reckoned.

Section V11 – VOTES OF MEMBERS

13. The voting rights of various classes of members shall be as follows: in the election of members or their transfer from one class to another, Members of Council only; in all other cases Fellows, Members and Associates shall be entitled to vote; in relation to all voting rights, each person shall have one vote which may be given personally or by proxy.

14. No Member shall be entitled to vote at any meeting of the Institution unless all monies payable by him to the Institution have been paid.

Section V111 – OFFICERS AND COUNCIL

15. The direction and management of the affairs of the Institution shall be confined to Council which shall consist of a President, a Vice-President, an Honorary Treasurer, the Immediate Past President and between twelve and fifteen Councillors. Of the Councillors, not more than six may be Members or Associates the remainder being Fellows. Five members of Council shall constitute a quorum.

No office-bearer or member of Council shall be required to vacate his office by reason only of age.

16. The President shall preside over all meetings of the Institution and Council at which he is present, and shall regulate and keep order in the proceedings. The President shall hold office for one year only, but shall normally be eligible for election for one further year at the expiry of the first year in office.

17. Only Fellows and Members, who have previously served as Councillors, shall be eligible for election as Vice-President. In the absence of the President, the Vice-President shall preside at meetings of the Council and Institution. The Vice-President shall be elected for one year but shall be eligible for re-election at the expiry of the first year in office. The Vice-President may serve for no more than three years in office.

18. In the case of the absence of the President and the Vice-President, the meeting may elect any Councillor, or any Member to preside. In all cases the Chairman of any meeting shall have a deliberative vote and a casting vote.

19. Councillors shall hold office for three years after which they maybe reappointed for another three years and thereafter shall be ineligible for election for one year. The Honorary Treasurer shall be elected annually.

20. The members of Council shall be elected by ballot at the Annual General Meeting.

21. A vacancy occurring during any session in consequence of the resignation or death or removal from office of any office-bearer, shall be filled by co-option by the Council. A person elected to fill a vacancy shall hold office for the un-expired period of the term of office of the office-bearer resigning or dying or being removed from office. That person shall thereafter be eligible for immediate election to the same office for a normal period.

22. Past Presidents of the Institution shall be ex-officio honorary members of Council. .

Section 1X – POWERS AND DUTIES OF COUNCIL

23. The Council shall meet as often as the business of the Institution requires.

24. The Council may delegate any of their powers to Groups or Committees consisting of such members of the Council as they think fit, and they may appoint Groups or Committees to report to them on special subjects. The recommendations of any Group or Committee shall not take effect until approved by the Council except for instances where specific power to act without such approval has been delegated to any Group or Committee by the Council. The President, the Vice-President and the Immediate Past President shall be ex-officio members of all Groups or Committees.

25. The Council may make By-Laws and Regulations for carrying on the business of the Institution, and, from time to time, alter, amend, repeal, vary or add to the same; but any By-Law or Regulation, or any alteration, amendment, or addition thereto, shall only come into force after the same has been confirmed at a General Meeting and no By-Law or Regulation shall be made under the foregoing which would amount to such an addition to or alteration of these Articles as could only be legally made by a Special Resolution passed in accordance with the provisions of the Companies Act 2006

26. The Council shall be entitled to invest the funds of the Institution as they think fit, on such security, heritable or moveable, as to them shall seem proper, and may alter or vary the investments from time to time. The Council may purchase or sell property, heritable or moveable, for the use of the Institution, and may borrow money on the security of the property of the Institution, subject to confirmation by the members of the Institution entitled to vote at an Extraordinary General Meeting called for the purpose.

27. The Council shall appoint a Secretary, and any other official or servant required, to carry on the work of the Institution, and the appointments made by the Council shall be on such terms and conditions as the Council may think fit.

28. All questions in or before the Council shall be decided by vote, and such vote shall be taken by a show of hands or by ballot but at the desire of any four members of Council present, the determination of any subject shall be postponed until the next meeting of Council.

29. An annual report upon the affairs of the Institution shall be drawn up under the direction of the Council and presented at the Annual General Meeting.

30. No act done by the Council, whether ultra vires or not, which shall have received the express or implied sanction of the members at an Ordinary or General Meeting , shall afterwards be impeached by any member of the Institution on any ground whatsoever, but shall be deemed to be an act of the Institution.

Section X – REPORTED ACCOUNTS

31. A Reporting Accountant, who shall be a Chartered Accountant of at least five years standing, and whose duties shall be regulated in accordance with the Companies Act 2006, shall be appointed by the Institution at the Annual General Meeting, and the Reported Accounts and the Annual Report shall be presented at the Annual General Meeting of the Institution.