6. Constitution

6.1 Introduction

The IOV’s Constitution comprises two fundamental legal documents – the Memorandum of Association and the Articles of Association. The first document describes how the Institute of Videography functions as a duly registered company. The second document describes how the IOV operates from day-to-day and it’s duties as a duly registered British Institute.

Members are not required to read these documents, but they have been included in the Membership Pack should a member wish to know more about the boundaries of the IOV’s activities and the way in which it is managed.

6.2 Memorandum of Association

THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF INSTITUTE OF VIDEOGRAPHY

1. The name of the company is [“THE] “INSTITUTE OF VIDEOGRAPHY” [LIMITED]” (hereinafter called “the Institute”).

2. The Registered Office of the Institute will be situated in England.

3. The objects for which the Institute is established are:

(A) (i) To promote videography throughout the world as an art form in its own right requiring skills and knowledge not entire found in other art forms.

(ii) To promote professionalism in and adequate training of persons engaged in videography and video production.

(iii) To project videography by means of advertising, contributions to relevant publication and other media and by the distribution of information to members.

(iv) To offer and provide an advice, conciliation and arbitration service in any aspect of videography.

And the Institute shall have the following powers:

(B) To purchase, take on lease, or in exchange, hire or otherwise acquire real or personal property and rights of privileges, and to construct, maintain and alter buildings or erections.

(C) To sell, let or mortgage, dispose of or turn to account all or any of the property or assets of the Institute.

(D) To purchase or otherwise acquire plant and machinery including computer hardware and software, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licenses and like.

(E) To borrow or raise money on such terms and on such security as may be thought fit with such consents as are required by law.

(F) To take and accept any gift of money, property or other assets whether subject to any special trust or not.

(G) To issue appeals, hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Institute in the shape of donations, subscriptions or otherwise.

(H) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts.

(I) To invest moneys of the Institute not immediately required for its purpose in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law.

(J) To make any donations in cash or assets or establish or support or aid in the establishment or support of and to lend money (with or without security) to or for any associations or institutions associated with videography or the object of the Institute.

(K) To engage and pay any persons whether on a full-time or part-time basis or whether as consultant or employee to supervise, organise, carry on the work of and advise the Institute and, to make my reasonable and necessary provisions for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives, husbands and other dependants.

(L) To pay out of funds of the Institute the costs, charges and expenses of and incidental to the formation and registration of the Institute.

(M) To do all such other lawful things as shall further the attainment of the Institute or any of them.

4. The income and property of Institute shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Institute. Provided that nothing herein shall prevent any payment in good faith by the Institute:

4.1 of reasonable and proper remuneration to any member, officer or servant of the Institute for nay service rendered to the Institute and of travelling or other expenses necessarily incurred in carrying out the duties of any member, officer or servant of the Institute.

4.2 of interest on money lent by a member or director of the Institute at a rate per annum not exceeding the base lending rate for the time being of the Institute’s clearing bankers.

4.3 of fees, remuneration or other benefit in money or money’s worth to a Institute of which a member of the Institute or a director may be a member holding not more than one hundredth part of the capital of such Institute.

4.4 of reasonable and proper rent for premises demised or let by any member of the Institute or any director.

5. The liability of the members is limited.

6. Every member of the Institute undertakes to the assets of the Institute, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the liabilities of the debts and liabilities of the Institute contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1.00 (One pound).

7. If upon the winding up or dissolution of the Institute there remains after the satisfaction of all its debts liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Institute, but shall be given or transferred to some other bodies having objects similar to the objects of the Institute, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Institute under or by virtue of Clause 4 hereof, such body or bodies to be determined by the members of the Institute at or before the time of dissolution, and if so far as effect cannot be given to such provision, then to some charitable body.

WE the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum or Company.

6.3 Articles of Association

ARTICLES OF ASSOCIATION OF INSTITUTE OF VIDEOGRAPHY

Interpretation
1. In these Articles:
“THE ACT” means the companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force
“THE INSTITUTE” means the above name Company
“THE ARTICLES” means the Articles of the Institute
“EXECUTED” includes any mode of execution
“OFFICE” means the registered office of the Institute
“THE SEAL” means the common seal of the Institute
“SECRETARY” means the Secretary of the Institute or any other person appointed to perform the duties of the Secretary of the Institute, including a joint, assistant or deputy secretary
“THE UNITED KINGDOM” means Great Britain and Northern Ireland
“MEMBER” shall include each of the four classes defined in paragraph 2 of these Articles where the context so admits.

Unless the context otherwise requires, words or expressions contained in these Articles bear the meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Institute.

Members
2. The subscribers to the Memorandum of Association of the Institute and such other persons as are admitted to membership in accordance with the Articles shall be members of the Institute. A person shall be admitted a member of the Institute when:

(a) (Except in the case of an Honorary Member) an application in writing for membership has been submitted to the Executive Committee.

(b) (Except in the case of an Honorary Member) the first subscription (if any) required of a member has been paid, and

(c) the Executive Committee has approved the application for membership in such form as the Executive Committee require executed by him.

The Executive Committee shall, from time to time, determine the levels of membership and the benefits associated to them pursuant to its powers in Article 27.

3. A member may at any time withdraw from the Institute by giving at least 7 days’ notice to the Institute. Membership shall not be transferable and shall cease on death. A member withdrawing from membership will not be entitled to any refund of subscription paid.

4. The Executive Committee may also at their discretion:

(i) terminate the membership of any member

(ii) deprive a member of any qualification, status or level of membership bestowed upon them by the Executive Committee.

but the requirements of natural justice shall be respected and a member shall be entitled to be heard in his own defence by the Executive Committee or a member of the Executive Committee.

5. Each member shall be bound by the Code of Practice of the Institute.

General Meetings
6. The Institute shall in each calendar year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Institute and that of the next. Provided that so long as the Institute holds its first annual general meeting within 18 months of its incorporation, it need not hold in the year of its incorporation or in the following year. The annual general meeting in each year shall be held at such time and place as the Executive Committee shall appoint.

7. The Executive Committee may call general meetings and, in the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than 8 weeks after receipt of the requisition. If there are not within the United Kingdom sufficient members of the Executive Committee to call a general meeting, any member of the executive Committee or any member of the Institute may call a general meeting.

Notice of general meetings
8. An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a member of the Executive Committee shall be called by at least 21 days’ notice. All other extraordinary general meetings shall be called by at least 14 days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by all the members entitled to attend and vote thereat, and

(b) in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than 95 per cent of the total voting rights at the meeting of all the member.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in such case of an annual general meeting, shall specify the meeting as such. The notice shall be given to all the members and to the members of the Executive Committee and auditors.

9. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Proceedings at general meetings
10. No business shall be transacted at any meeting unless a quorum is present. Twenty persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum.

11. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during the meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time as the Executive Committee may determine.

12. The chairman, if any, of the Executive Committee or in his absence some other member of the Executive Committee nominated by the Executive Committee shall preside as chairman of the meeting, but if neither the chairman nor such other member of the Executive Committee be present within 15 minutes after the time appointed for holding the meeting and willing to act, the member of the Executive Committee present shall elect one of their number to be chairman.

13. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, at least 7 Clear Days’ notice shall be given specifying the time and place of the adjourned meeting and the nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

14. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:

(a) by the chairman; or

(b) by at least eleven members having the right to vote at the meeting;

and a demand by a person as proxy for a member shall be the same as a demand by the member.

15. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

16. The demand for poll, may before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

17. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

18. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

19. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such other time and place as the chairman directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 days’ notice shall be given specifying the time and place at which the poll is to be taken.

21. A resolution in writing executed by on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as if it had been passed as a general meeting duly convened and held and may consist of several instruments in the like form each executed by on behalf of one or more members.

Voting of members
22. Every member whether present in person or by proxy (other than an Honorary Member) shall have one vote.

23. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

24. In respect of voting by proxy Section 372 (with the exception of sub-section 2(a)) of the Act shall apply.

Number of the Executive Committee
25. Unless otherwise determined by ordinary resolution, the number of committee members shall be decided by the incumbent Executive Committee and be dictated by the operational requirements of the committee.

Power of members of the Executive Committee
26. Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by special resolution, the business of the Institute shall be managed by the Executive Committee who may exercise all the power of the Institute. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Executive Committee which would have been valid if that alteration had not been made or that direction had not been given. The power given by this regulation shall not be any special power given to the Executive Committee by the Articles and a meeting of the members of the Executive Committee at which a quorum is present may exercise all powers exercisable by the Executive Committee.

27. Without prejudice to the preceding Clause the Executive Committee shall be responsible for:

(i) the formulation and amendment from time to time of the Code of Practice applicable to the members of the Institute and for the enforcement of it, subject to a period of consultation with the membership.

(ii) the formulation and amendment from time to time of the application process and means of awarding levels of accreditation, qualification and membership status, subject to a period of consultation with the membership.

(iii) the formulation and amendment from time to time of the means by which members can demonstrate their level of accreditation, qualification and membership status, subject to a period of consultation with the membership.

(iv) the creation of geographical divisions to be know as areas and appointment to each such area of an Area Representative. An Area Representative shall be appointed by the Executive Committee for such term at such remuneration and upon such conditions as it may think fit and any Area Representative appointed by the Executive Committee may be removed by it.

(v) in advance of the commencement of each financial year of the Institute determining the rate of subscription to be paid by each member for such year, the product of which is intended to yield sufficient income to meet the expenses and running costs of the Institute for that year. The Executive Committee may from time to time (and more than once) if required during that year be entitled to determine a rate of supplementary subscription where it appears that the rate of subscription determined aforesaid will not yield sufficient income to meet the expenses and running costs of the Institute for that year. The method by which the rate of subscription shall be calculated and the date on which they shall become payable shall be determined by the Executive Committee. Every member of the Institute (other than Honorary Member) shall pay the subscription on such a date and in such amount and in such manner as so determined.

(vi) to offer and provide an advice, conciliation and arbitration service in any aspect of videography to members of the Institute and non-members alike on such terms and upon such conditions as the Executive Committee may from time to time determine.

Areas
28. An area Representative shall be responsible for the calling and administration of meetings in his area to which shall be invited members of the Institute and their guests the object of which shall be to disseminate and relate information and generally to foster the objects of the Institute and promote its interests.

Delegation of the Executive Committee’s powers
29. The Executive Committee may delegate any of its power to any committee or panel consisting of one or more of the members of the Executive Committee or other persons. They may also delegate to any Area Representative such of their powers as they consider desirable to be exercised by them respectively. Any such delegation may be made subject to any conditions the Executive Committee may impose, and either collaterally with or to exclusion of their own power and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of the Executive Committee so far as they are capable of applying.

Appointment and retirement of members of Executive Committee
30. At the first annual general meeting all the members of the Executive Committee shall retire from office, and at every subsequent annual general meeting one-third of the members of the Executive Committee who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from offices, but if there is only one member of the Executive Committee who is subject to retirement by rotation, he shall retire.

31. Subject to the provisions of Act, the members of the Executive Committee to retire by rotation shall be those who have been longest in office since their last appointment or re-appointment but as between persons who became or were last re-appointed members of the Executive Committee on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

32. If the Institute, at the meeting at which a member of the Executive Committee retires by rotation, does not fill the vacancy the retiring member of the Executive Committee shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the member of the Executive Committee is put to the meeting and lost.

33. No person other than a member of the Executive Committee retiring by rotation shall be re-appointed a member of the Executive Committee at any general meeting unless:

(a) he is recommended by the Executive Committee, or

(b) not less than 14 days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Institute of the intention to propose for appointment or re-appointment stating the particulars which would, if he were so appointed or re-appointed, be required to be included in the Institute’s register of members of the Executive Committee together with notice executed by that person of his willingness to be appointed or re-appointed and

(c) provided that in (b) the person has been a member for a continuous period of 5-years, and who, at the time of applying has previously gained an IOV qualification.

34. Subject as aforesaid, the Institute may by ordinary resolution appoint a person who is willing to act to be a member of the Executive Committee either to fill a vacancy or as an additional member of the Executive Committee and may also determine the rotation in which any additional members of the Executive Committee are to retire.

35. The Committee may appoint a person who is willing to act to be a member of the Executive Committee, either to fill a vacancy or as an additional member of the Executive Committee, provided that the appointment does not cause the number of members of the Executive Committee to exceed any number fixed by or in accordance with the Articles as the maximum number of members of the Executive Committee. A member of the Executive Committee so appointed shall hold only until the next following annual general meeting and shall not be taken into account in determining the members of Executive Committee who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, he shall vacate his office at the conclusion thereof.

36. It is a condition of membership of the Executive Committee that each member of the Executive Committee shall sign a confidentiality agreement between him and the Institute within 7 days of being requested to do so by the Executive Committee.

Disqualification and removal of members of the Executive Committee
37. The office of a member of the Executive Committee shall be vacated if:

(a) he ceases to be a member of the Executive Committee by virtue of any provision of the Act or he becomes prohibited by law from being a member of the Executive Committee; or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) he is, or may be, suffering from mental disorder and either:

(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960; or

(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of Receiver, curator bonis or other person to exercise power with respects to his property or affairs; or

(d) he resigns his office by notice to the Institute; or

(e) he shall have been absent without permission of the Executive Committee from more than 2 consecutive meetings of the Executive Committee and the Executing Committee resolve that his office be vacated.

(f) his membership of the Institute is terminated by the Executive Committee pursuant to Article 4.

(g) He does not sign a confidentiality agreement within 7 days of being requested to do so by the Executive Committee.

(h) He breaches or threatens to breach the confidentiality agreement between him and the Institute.

Remuneration of members of the Executive Committee
38. The members of the Executive Committee shall be entitled to such remuneration as the Institute may by ordinary resolution determine and unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.

Expenses
39.

(a) The members of the Executive Committee may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the Executive Committee or general meetings or separate meetings of the holders or debentures of the Institute or otherwise in connection with the discharge of their duties

(b) Regional Directors and Area Representatives shall be paid all travelling, hotel, and other expenses incurred by them in connection with their attendance at meetings or otherwise in connection with the discharge of their duties provided that the incurring of such expenditure had the prior authority of the Executive Committee.

Appointments and interest of members of the Executives Committee
40. Subject to the provisions of Act, the Executive Committee may appoint one or more of their number to the office of managing director or to any other executive office under the Institute and may enter into an agreement or arrangement with any member of the Executive Committee for his employment by the Institute or for the provision by him of any services outside the scope of the ordinary duties of a member of the Executive Committee. Any such appointment, agreement or arrangement may be made upon such terms as the Executive Committee determine and they may remunerate any such director for his services as they think fit. Any appointment of a member of the Executive Committee to an executive office shall terminate if he ceases to be a member of the Executive Committee but without prejudice to any claim to damages for breach of contract of service between the director and the Institute.

41. Subject to the provisions of the Act and providing that he has disclosed to the Executive Committee the nature and extent of any material interest of his, a member of the Executive Committee notwithstanding his office:

(a) may be a party to, or otherwise be interested in, any transaction or arrangement with the Institute or in which the Institute is otherwise interested;

(b) may be a member of the Executive Committee or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Institute or in which the Institute is otherwise interested; and

(c) shall not, by reason of his office, be accountable to the Institute for any benefit which he derives from any such office or employment from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

42. For the purposes of regulation 41:

(a) a general notice given the Executive Committee that a member of the Executive Committee is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Executive Committee has an interest in any such transaction of the nature and extent so specified; and

(b) an interest of which a member of the Executive Committee has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

Executive Committee gratuities and pensions
43. Subject to the provisions of Memorandums of Association the Executive Committee may provide benefits, whether by the payment of gratuities or pension or by insurance or otherwise, for any member of the Executive Committee who has held but no longer holds any Executive office or employment with the Institute or with any body corporate which is or has been a subsidiary of the Institute or a predecessor in business of the Institute or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefits.

Proceedings of the Executive Committee
44. Subject to the provisions of the Articles, the Executive Committee may regulate their proceedings as they think fit. A member of the Executive Committee may, and the secretary at the request of the member of the Executive Committee shall, call a meeting of the Executive Committee. It shall not be necessary to give notice of a meeting to a member of the Executive Committee absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes, the chairman shall have a second or casting vote.

45. The quorum for the transaction of the business of the Executive Committee may be fixed by the Executive Committee and unless so fixed at any other number shall be five.

46. The continuing members of the Executive Committee or a sole continuing member of the Executive Committee may act notwithstanding any vacancies in their number, but, if the number of members of the Executive Committee is less than the number fixed as quorum, the continuing members of the Executive Committee or member of the Executive Committee may act only for the purpose of filling vacancies or of calling a general meeting.

47. The Executive Committee may appoint one of their number to be the chairmen of the Executive Committee and may at any time remove him from that office. Unless he is willing to do so, the member of the Executive Committee so appointed shall preside at every meeting of the Executive Committee at which he is present. But if there is no member of the Executive Committee holding that office, or if the member of the Executive Committee holding it is unwilling to preside within 5 minutes after the time appointed for the meeting, the members of the Executive Committee present may appoint one of their number to be chairman of the meeting.

48. All acts done by a meeting of the Executive Committee, or by a person acting as a member of the Executive Committee shall, notwithstanding that it be afterwards discovered that there is a defect in the appointment of any member of the Executive Committee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a member of the Executive Committee and had been entitled to vote.

49. A resolution in writing signed by all the member of the Executive Committee entitled to receive notice of a meeting of the Executive Committee shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee (as the case may be) duly convened and held and may consist of several documents in the like form each signed by one or more member of the Executive Committee.

50. Save as otherwise provided by Articles, a member of the Executive Committee shall not vote at a meeting of the Executive Committee on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Institute unless his interest or duty arises only because the case falls within one or more of the following paragraphs:

(a) the resolution relates to the giving to him of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Institute or any of its subsidiaries;

(b) the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Institute or any of its subsidiaries for which the Executive Committee has resumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security.

(c) his interest arises by virtue of his subscribing or agreeing to subscribe for any debentures of the Institute or any of its subsidiaries or by virtue of his being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such debentures by the Institute or any of its subsidiaries for subscription, purchase or exchange;

(d) the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by the Board of Inland Revenue for taxation purposes.

For the purpose of this regulation, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Institute), connected with a member of the Executive Committee shall be treated as an interest of the member of the Executive Committee and, in relation to an alternate member of the Executive Committee, an interest of his appointer shall be treated as an interest of the alternate member of the Executive Committee without prejudice to any interest which the alternate member of the Executive Committee has otherwise.

51. A member of the Executive Committee shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

52. The Institute may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provisions of the Articles prohibiting a member of the Executive Committee from voting at a meeting of the Executive Committee.

53. Where proposals are under consideration concerning the appointment of two or more members of the Executive Committee to offices or employments with the Institute or any body corporate in which the Institute is interested the proposals may be divided and considered in relation to each member of the Executive Committee separately and (provided he is not for another reason precluded from voting) each of the member of the Executive Committee concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

54. If a question arises at a meeting of the Executive Committee as to the right of a member of the Executive Committee to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any member of the Executive Committee other than himself shall be final and conclusive.

Secretary and Treasurer
55.

(a) Subject to the provisions of the Act, the Secretary shall be appointed by the Executive Committee for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

(b) The Treasurer shall be appointed by the Executive Committee for such term at such remuneration and upon such conditions as they may think fit; and any Treasurer so appointed may be removed by them.

Minutes
56. The Executive Committee shall cause to be minutes made in books for the purpose:

(a) of all appointment of officers made by the Executive Committee and,

(b) of all proceedings at meetings of the Institute, and of the Executive Committee, including the names of the members of the Executive Committee present at each such meeting.

The Seal
57. The Seal shall only be used by the authority of the Executive Committee. The Executive Committee shall determine who shall sign any instruction to which the Seal is affixed and unless otherwise so determined it shall be signed by member of the Executive Committee and by the Secretary or by two members of the Executive Committee.

President, vice-president and patrons
58. The Executive Committee may appoint any person to be the president and any person or persons to be vice-presidents or patrons of the Institute for such term or terms specified at the time of appointment as they shall think fit. Such persons shall not by virtue only of such appointments be members of the Executive Committee or members of the Institute.

Accounts
59. No member shall (as such) have any right of inspecting any accounting records or other book or document of the Institute except as conferred by statue or authorised by the Executive Committee or by ordinary resolution of the Institute.

Notices
60. Any notice to be given to or by any person pursuant to the Articles shall be either in writing or by electronic communication except that a notice calling a meeting of the Executive Committee need not be in writing.

61. The Institute may give notice to a member either personally, by post in a prepared envelope addressed to the member at his registered address or by leaving it at that address or by electronic means to the email address given to the Institute by the member. A member whose registered address is not within the United Kingdom and who gives to the Institute an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Institute.

62. A member present, either in person or by proxy, at any meeting of the Institute shall be deemed to have received notice of the meeting and where requisite, of the purposes for which it was called.

63. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. When electronic notices are utilised, notice will be deemed to be given upon receipt of a read receipt notification and or delivery report notification of the emailed notice.

Indemnity
64. Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every member of the Executive Committee or other officer or auditor of the Institute shall be indemnified out of the assets of the Institute against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Institute.

ENDS

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