The Institution of Certificated Mechanical and Electrical Engineers, South Africa.

 
 

CONSTITUTION AND BY-LAWS OF ICMEESA    (Amended March 2006)

INDEX

1. THE INSTITUTION
1.1. Name
1.2. Head Office
1.3. Mission Statement
1.4. Vision
1.5. Objects
1.6. Negotiations
1.7. Non Profit Making Body
1.8. Cessation
1.9. Financial Year

2. MEMBERSHIP
2.1. Membership Grades
2.2. Corporate Membership Grade
2.3. Honorary Membership Grade
2.4. Life Membership Grade
2.5. Senior Membership Grade
2.6. Member Membership Grade
2.7. Student Membership Grade
2.8. Associate Membership Grade
2.9. Patron Membership Grade
2.10. Retired Membership Grade
2.11. Resignation
2.12. Forfeiture of Rights
2.13. Suspension or Expulsion
2.14. Appeal against Suspension or Expulsion
2.15. Contravention of Constitution and By- Laws
2.16. Certificate of Membership
2.17. Letters of Designation

3. THE COUNCIL
3.1. Management
3.2. Composition of Council
3.3. Executive Committee
3.4. Election of Office Bearers
3.5. Removal of Office Bearers
3.6. Appeal against Suspension or Expulsion
3.7. Retirement of Council Members
3.8. Forfeiture of Council membership
3.9. Casual Vacancies
3.10. Council Meetings Quorum and Voting
3.11. Executive Meeting Quorum and Voting
3.12. Chairperson
3.13. Procedure and appointment of Committees
3.14. Co-Opted Council Members
3.15. Publications
3.16. Control of Assets
3.17. Secretariat
3.18. Membership Register
 


3.19. Legal Proceedings
3.20. Legal Documents
3.21. By-Laws
3.22. Minutes
3.23. Annual Report
3.24. Sanctioning of Financial Transactions
3.25. Branches
3.26. Indemnity
3.27. Interpretation

4. MEETINGS OF THE INSTITUTION
4.1. Venue of Meetings
4.2. Ordinary and General Meetings
4.3. Annual General Meetings
4.4. Honorary Legal Advisers
4.5. Appointment of Auditors
4.6. Special General meetings
4.7. Notice of Meetings
4.8. Omission of Meetings
4.9. Chairperson of Meetings
4.10. Quorums
4.11. Voting
4.12. Amendments to the Constitution

5. BY-LAWS
5.1. Application for Membership or Transfer
5.2. Election Procedure
5.3. Confirmation of Admission
5.4. Annual Subscription
5.5. Subscription for Part of the Year
5.6. Arrear Subscription
5.7. Defaulters
5.8. Notice to Defaulters
5.9. Nominations for Council
5.10. Acceptance of Nominations to Council
5.11. List of Candidates for Council
5.12. Return of Ballot Papers
5.13. Equality of Votes
5.14. Scrutineers
5.15. Serving of Notice
5.16. Change of Address
5.17. Adjournment
5.18. Papers and Copyright
5.19. Branch Committee Election
5.20. Branch Quorums
5.21. Branch Funds
5.22. Branch Financial Statement
5.23. Branch Assets
5.24. Professional Conduct


1   THE INSTITUTION
1.1   Name
    The name of the Institution is “The Institution of Certificated Mechanical and Electrical Engineers, South Africa”.
     
1.2   Head Office
    The Administrative Offices of the Institution shall be in Johannesburg Gauteng.
     
1.3   Mission Statement
    The mission of the Institution of Certificated Mechanical and Electrical Engineers, South Africa, is to uphold the professional image, status and interests of all Certificated Mechanical and Electrical Engineers through:
  • Representing the Certificated Engineer with pro-active participation on statutory, educational and professional decision-making bodies.
  • Regular formal communication to and between members so as to promote member interaction, fellowship and ongoing professional development of the Certificated Engineer.
  • Active participation at branch level
     
1.4   Vision
    Formally recognised within the profession as the representative body of all Certificated Engineers with membership of ICMEESA being highly regarded by members through the visible and tangible added value benefit of membership through a combination of active branch activity and sound inter communication to and between the members.
     
1.5   Objects
    The objects of the Institution are:
  1.5.1 To develop the Institution as the natural professional home for engineering general practitioners adequately qualified by education and experience to take full responsibility for men and machinery in both electrical and mechanical branches of engineering.
  1.5.2 To promote the general advancement of the electrical and mechanical engineering sciences and in particular the application thereof to the design, installation, maintenance, operation and control of fixed or mobile plant and equipment; to provide facilities for the exchange of information on these subjects amongst members of the Institution; to hold meetings and to place on record the proceedings of such meetings.
  1.5.3  To uphold the status of the electrical and mechanical engineering profession particularly in so far as they affect those members of the profession engaged in the design installation, maintenance, operation and control of fixed or mobile plant and equipment.
  1.5.4 To conduct such examinations as may be necessary to establish the qualifications of candidates for membership of the Institution or to grant exemptions to candidates in possession of qualifications deemed to be equivalent.
  1.5.5 To support the efficient administration of the existing laws appertaining to the Mechanical and Electrical Engineering professions and recommend amendments thereto as and when considered desirable.
  1.5.6 To form or assist in the formation of a technical library.
  1.5.7 To purchase, sell, take on a lease or otherwise acquire or dispose of and deal with any lands, building or property, movable or immovable, which may be required for the purposes of or capable of being conveniently used in connection with any of the objects of the Institution.
  1.5.8 To erect, maintain, improve or alter any buildings or erections for the purpose of the Institution.
  1.5.9 To borrow or raise money by the issue of mortgage bonds, debentures, bills of exchange, promissory notes or other securities of the Institution or by mortgage or change of all or any part of the property or assets of the Institution.
  1.5.10 To invest and deal with moneys of the Institution in such manner as may from time to time be determined and to lend money on such security and to such persons, company, bank or institution as may seem expedient.
  1.5.11 To award study grants and bursaries.
  1.5.12 To encourage the Certificated Engineer to apply for Professional registration to the Engineering Council of South Africa.
  1.5.13 To appoint delegates to other engineering bodies when invited to do so.
  1.5.14 To do all things incidental or conductive to the attainment of any or all of these objects.
     
1.6   Negotiations
    The Institution shall at the discretion of Council take part in negotiations between employers and members.
     
1.7   Non-Profit Making Body
    The Institution shall be a non-profit making body. In terms of the Non Profit Organisations Act, Act No 71 of 1977 this means a trust, company or other association of persons –
  • Established for a public purpose;
  • The income and property of which are not distributable to its members or office bearers except as reasonable compensation for services rendered;
1.8   Cessation
    Should circumstances require the Institution to be wound-up, any funds remaining when all debts have been discharged shall be used to further the objects of the Institution as set out in 1.3 and shall not, under any circumstances, be paid to the members.
     
1.9   Financial Year
    The financial year of the Institution shall commence on 01 January and end on 31 December.
     

2

  MEMBERSHIP
     
  2.1 Membership Grades
    The Institution shall consist of Honorary Members, Life Members, Senior Members, Members, Students, Retired Members, Associates and Patrons. With the exception of Honorary Members, Students, Associates and Patrons of the Institution, membership is limited to holders of valid Certificates of Competency as an Electrical and/or Mechanical Engineer issued by the Government of the Republic of South Africa in terms of the regulations made under the Minerals Act (Act No 50 of 1991) and the Occupational Health and Safety Act (Act No 85 of 1993) and any subsequent amendments to these Acts. The cancellation or withdrawal of any member’s Certificate of Competency or registration shall automatically cancel such member’s membership of the Institution.
     
  2.2 Corporate Membership Grade
    Honorary Members, Life Members, Retired Members, Senior Members and Members shall constitute the corporate membership of the Institution. The right of voting is limited to corporate members.
     
  2.3 Honorary Membership Grade
    An Honorary Member shall be a person whom the Institution desires to honour for outstanding services to the Institution.
     
  2.4 Life Membership Grade
    Life Members shall be corporate members of the institution who shall be elected for meritorious services to the Institution. They shall be elected at a Council Meeting after due notice shall have been given at a previous Council Meeting. The election shall be announced at the next General Meeting. Life Members shall not be liable for subscriptions.
     
  2.5 Senior Membership Grade
    A candidate for election or transfer to the grade of Senior Member who, in the opinion of the Council is a fit and a proper person whose election would conduce to the interests of the Institution must satisfy the Council that he:
  • is in possession of an Engineer’s Certificate of Competency as specified in Clause 2.1; and
  • has been registered as a Registered Certificated Engineer in terms of the Engineering Profession of South Africa Act (Act No 114 of 1990); and
  • has held an engineering position of superior responsibility and leadership in electrical and/or mechanical engineering for at least eight (8) years after having obtained an Engineer’s Certificate of Competency as specified in Clause 2.1.
     
  2.6 Member Membership Grade
    A candidate for election or transfer to the grade of Member who, in the opinion of the Council, is a fit and proper person whose election would conduce to the interests of the Institution, shall satisfy the Council that he:
  • is in possession of an Engineer’s Certificate of Competency as specified in Clause 2.1.
     
  2.7 Student Membership Grade
    A candidate for election to the grade of Student who, in the opinion of the Council is a fit and a proper person whose election would conduce to the interests of the Institution shall satisfy the Council that he:
  • is not less than 18 years of age; and
  • is in possession of the National Technical Certificate (Engineering) Part III, or of a matriculation certificate or exemption and is a bona fide student for a National Engineering Diploma or equivalent qualification or is engaged in bona fide studies for an Engineer’s Certificate of Competency; and
  • is desirous of becoming a Corporate Member on attainment of an Engineer’s Certificate of Competency.
     
  2.8 Associate Membership Grade
    A candidate for election to the grade of Associate who, in the opinion of the Council is a fit and a proper person whose election would conduce to the interests of the Institution, shall satisfy the Council that he:
  • has attained the age of 30 years; and
  • held a position of responsibility in the engineering field for at least five (5) years; and
  • is involved in the field of electrical and/or mechanical activities or is interested in the advancement of the electrical and/or mechanical engineering sciences.
     
  2.9 Patron Membership Grade
    A candidate for election to the grade of Patron shall be a company or person who, in the opinion of the Council, is a fit and proper company or person whose election would conduce to the interests of the Institution and who shall satisfy the Council that such company or person:
  • is involved in the field of engineering activity, or
  • is an employer of certificated engineers, or
  • is interested in the advancement of the electrical and/or mechanical engineering profession by encouraging the attainment of the Certificate of Competency as an Electrical and/or Mechanical Engineer by persons employed in the field of engineering activity; or
  • has rendered important services to electrical and/or mechanical engineering in commerce, finance, law, science or education.
     
  2.10 Retired Membership Grade
    An Honorary Member, Senior Members or Member, in good standing, who has attained full-retired status in his sphere of engineering activity, although he may still be employed on a temporary or part-time basis, will qualify for Retirement membership status. The member must apply to the Council for Retired Membership status. On admission to Retirement Member status, an adjustment in the amount of his subscription will take effect on the first of January of the year following approval of application.
  • Membership of >30 years standing as Member or Senior Member – subscription will be nil.
  • Membership of >20 years standing as Member or Senior Member – subscription will be 25% of Member rate.
  • Membership of 10-19 years standing as Member or Senior Member – subscription will be 50% of Member rate.
     
  2.11 Resignation
    Provided he is in good standing with the Institution, any member may at any time resign from the Institution by giving written notice to the Secretary and his resignation shall be accepted. Any person who has resigned may be readmitted to membership on such terms as the Council may decide.
     
  2.12 Forfeiture of Rights
    Any person ceasing to be a member of the Institution from any cause shall thereupon forfeit all rights, title and interest in and to the funds, property and assets of the Institution.
     
  2.13 Suspension or Expulsion
    Should ten or more members address to the Council in writing, a protest against the continued membership of the Institution of any member, the Council shall institute an enquiry within one month of receiving the protest, by three Corporate members, nominated by Council, who shall present their findings to the Council and should it resolve that the protest is justified, it shall be entitled by unanimous resolution of members present to:
  • suspend such member for such period as it may deem fit, or
  • call upon such member to resign, or
  • to strike his name from the Membership Register.

 The member must be notified in writing of the decision of Council within 7 days of the decision reached.
 

     
  2.14 Appeal against suspension or Expulsion
    Should the member disagree with the actions under 2.12.1; 2.12.2; 2.12.3 or 2.13 he may submit a written appeal, addressed to the President of the Institution, detailing the reasons for the appeal. Upon receipt of the appeal Council will review the decision and if deemed necessary utilise the services of ECSA to provide an independent mediator to resolve the problem. The decision of the mediator will be final.
     
  2.15 Contravention of Constitution and By-Laws
    Any member who shall wilfully contravene the Constitution and By-Laws of the Institution or who shall have been guilty of such conduct which, in the opinion of the Council, has rendered him unfit to be a member, may be expelled from the Institution and struck off the Membership Register by resolution of Council.
     
  2.16 Certificate of Membership
    Every member shall be entitled to receive a certificate of membership, signed by the President and the Secretary. Such certificate shall remain the property of the Institution. In the event of any person ceasing to be a member for any reason other than death, he shall thereupon deliver up his certificate to the Institution.
     
  2.17 Letters of Designation
    Each member may use the title of his grade of membership of the institution or the abbreviation thereof and no other title or abbreviation shall be used to describe such grade of membership. The abbreviation for Senior Member or Member shall also designate Life Membership.
2.17.1.1. Honorary Member HonMICMEESA
2.17.1.2. Senior Member SMICMEESA
2.17.1.3. Member MICMEESA
2.17.1.4. Student Student ICMEESA
2.17.1.5. Associate Associate ICMEESA
2.17.1.6. Patron Patron ICMEESA
2.17.1.7. Retired Retired ICMEESA
     

3

  THE COUNCIL
     
  3.1 Management
    The Management of the affairs of the Institution shall be vested in the Council, which shall have full power to carry out all or any of the objects of the Institution and shall transact all business on its behalf subject to the Constitution and By-Laws. Members of Council shall hold office until their successors have been elected.
     
  3.2 Composition of Council
    The Council shall consist of:
3.2.1. The President
3.2.2. Three Vice Presidents
3.2.3. The Immediate Past President
3.2.4. The Honorary Treasurer
3.2.5. Not more than sixteen (16) Corporate Members of the Institution of who not more than eight (8) may be Members.
3.2.6. The Chairman of each Branch Committee and appointed representative, and
3.2.7. The two next most immediate Past Presidents available and willing to serve for the ensuing year.
 
     
  3.3. Executive Committee
    The Council will appoint from its own members an Executive Committee that shall consist of:
3.3.1.1. The President.
3.3.1.2. The Immediate Past President
3.3.1.3. The Three Vice Presidents.
3.3.1.4. The Honorary Treasurer and
3.3.1.5. Such other members as the Council may deem fit, but not exceeding nine in number.

The Council may from time to time delegate to the Executive Committee such of its power or duties as it deems necessary for the day to day administration and management of the affairs of the Institution and may at any time withdraw or modify any power or duty so delegated.
     
  3.4 Election of Office Bearers
    The President, Vice Presidents and Honorary Treasurer for the ensuing year shall be Members of the Institution and shall be elected by the Council. Their election shall be announced at the Council Meeting of the Institution immediately preceding the Annual General Meeting.
     
  3.5 Removal of Office Bearers
    Should any member be of the opinion that an Office Bearer is not performing his function in the best interests of the Institution, he shall address his concerns to the President, or Council, in writing, a protest detailing the reasons for terminating continuation of this person bearing office. Within one month of receiving such a protest, the Council shall institute an enquiry by three Corporate members, nominated by Council, who shall present their findings to the Council. Should it resolve that the protest is justified, it shall be entitled by unanimous resolution of Council members present to:
3.5.1. Suspend such member from office for such period as it may deem fit, or,
3.5.2. Call upon such member to resign from office, or,
3.5.3. Call upon such member to resign membership or,
3.5.4. To strike his name from the Membership Register.

The office bearer must be notified in writing of the decision of Council within 7 days of the decision reached.
     
  3.6 Appeal against suspension or Expulsion
    Should the Office Bearer disagree with the actions above, he may submit a written appeal, addressed to the President, or Council, detailing the reasons for the appeal. Upon receipt of the appeal Council will review the decision and if deemed necessary utilise the services of ECSA to provide an independent mediator to resolve the problem. The decision of the mediator will be final.
     
  3.7 Retirement of Council Members
    Eight of the Corporate Members of the Council shall retire annually in rotation and shall be eligible for re-election. The nominations and election of Corporate Members to the Council shall be as set out in the By-Laws.
     
  3.8 Forfeiture of Council Membership
    Should any member of the Council absent himself from three consecutive Council meetings or four times in all in any year without leave of absence having been granted to him, he shall be deemed to have forfeited his seat.
     
  3.9 Casual Vacancies
    Should a vacancy on the Council occur by reason of the resignation, death or forfeiture of the seat of a member, the Council shall have the power to fill such vacancy for the unexpired period of the current year.
     
  3.10 Council Meetings Quorum and Voting
    The Council shall meet as often as the business of the Institution requires. At meetings of the Council attendance by fifty percent (50%) of the elected Council members shall form a quorum and all matters other than those specified in Clauses 3.2 and 2.12 shall be decided by a majority show of hands, in which case the Chairman shall have a deliberative vote and a casting vote but a ballot may be demanded by any member, in which case the Chairman shall have a deliberative vote only.
     
  3.11 Executive Meetings Quorum and Voting
    The quorum for the Executive Committee meetings shall be attendance by fifty percent (50%) of the elected members. The voting shall be by show of hands, the Chairman having a casting as well as a deliberative vote.
     
  3.12 Chairperson
  3.12.1 At each Council meeting the Chair shall be taken by the President, or in his absence, a Vice-President or, in the absence of all of them, a Member of the Council elected by the members present.
  3.12.2 At each Executive Committee meeting the Chair shall be taken by the President or in his absence, a member of the Executive Committee elected by the members present.
     
  3.13 Procedure and Appointment of Committees
    The Council may regulate its own procedure and appoint committees to facilitate its work. The President shall be ex officio a member of all committees.
     
  3.14 Co-opted Council Members
    The Council may for any reason co-opt by unanimous vote of those present not more than five additional corporate members to Council in addition to those specified in clause 3.2. They shall have the privileges and responsibilities of elected Council Members and shall hold office for the current session.
     
  3.15 Publications
    The Council shall have the power to publish at the expense of the Institution, either in a journal or otherwise, all such matters as shall be deemed necessary to advance the objects of the Institution.
     
  3.16 Control of Assets
    All funds, property and assets of the Institution shall be vested in the Council, which shall stand possessed thereof in trust for the Institution. The funds of the Institution shall be used for the promotion of the objectives of the Institution in such manner as the Council may, from time to time determine. The Council shall be the legal trustee of the Institution and shall have the direction of all gifts or bequests made to the Institution.
     
  3.17 Secretariat
    The Council shall have the power to appoint a Secretary and other officials and to remunerate them. The Secretary and officials shall hold office during the pleasure of the Council and they shall perform such duties, as the Council shall set forth.
     
  3.18 Membership Register
    The Secretariat shall cause a complete register of names, addresses and grades of all members to be kept.
     
  3.19 Legal Proceedings
    The Council, on the behalf of the Institution, shall have the power to institute and defend legal proceedings in the name of the Institution. Any matter in dispute may be referred by the Council to arbitration.
     
  3.20 Legal Documents
    The Council may appoint any two of its members, together with the Secretary to sign all documents and instruments, with the exception of such documents or instruments in relation to which special provision is made herein or in the By-Laws from time to time in force.
     
  3.21 By-Laws
    The Council may frame By-Laws for the proper conduct of business of the Institution and the management of its affairs; such By-Laws may at any time be added to or amended by the Council. All members shall be notified of such alterations or additions in a manner to be determined by the Council.
     
  3.22 Minutes
    The Council shall cause minutes to be kept of all meetings.
     
  3.23 Annual Report
    The Council shall submit to each Annual General Meeting a report on the activities and position of the Institution together with an audited financial statement and balance sheet reflecting the finances of the Institution at the end of the previous financial year.
     
  3.24 Sanctioning of Financial Transactions
  3.24.1 The funds of the Institution shall be deposited in a bank or institution approved by the Council on account of, and for use of, the Institution.
  3.24.2 No sum of money shall be paid except by the direction of the Council.
  3.24.3 All cheques shall be signed by any two of: the Secretary, the President, and Honorary Treasurer. In the absence of any two of the above, members of Council must duly authorise changed responsibilities by a minute of the Council.
  3.24.4 Electronic payments must be sanctioned be either two of: the Secretary, the Honorary Treasurer or the President.
  3.24.6 Details of all payments, deposits or transfers must be reported on at the Council and Executive meetings for the period immediately preceding the Council or Executive committee meeting.
     
  3.25 Branches
    Five or more corporate members may, with the sanction of the Council, form a branch of the Institution at any approved centre and shall be subject to the By-Laws framed by the Council for the conduct of such branches.
     
  3.26 Indemnity
    The members of the Council, Secretary and all other officers of the Institution shall be indemnified out of and from the funds and property of the Institution from and against all losses, charges, costs, damages and every expense and liability they may incur or be put to concerning or about the execution of their respective duties as officers of the Institution and none of them shall be deemed to be in any way answerable or held responsible for any act, neglect or default of any of them, or for any deficiency in or insufficiency of any title or security whatsoever taken by the Institution nor shall any officer of the Institution as aforesaid be held liable for any loss occasioned by any bank or other person with whom moneys or securities of the Institution may be deposited or entrusted for safe custody, invested or otherwise placed or for any loss occasioned by an error of judgement or for any other loss or damage whatsoever which shall happen in the execution of his office or in relation thereto, unless the same happens through his own negligence or dishonesty.
     
  3.27 Interpretation
    In case of doubt as to the meaning of any portion of the Constitution and By-Laws the interpretation of the Council shall be binding upon the members.
     
4   MEETINGS OF THE INSTITUTION
     
  4.1 Venue of Meetings
    All meetings of the Institution shall be held at such a place in Southern Africa as the Council may determine.
     
  4.2 Ordinary General Meetings
    Ordinary General Meetings of the Institution shall be held on such dates as may be determined by the Council.
     
  4.3 Annual General Meetings
    Annual General Meetings of the Institution shall be held as soon after the end of the financial year as possible, on a date determined by the Council, for the purpose of:
  4.3.1 Receiving and considering the Annual Report on the activities and position of the Institution,
  4.3.2 Scrutinizing and accepting the audited Financial Statement and Balance Sheet,
  4.3.3 Approving the report of the scrutineers results of the ballot for the election of members to the Council
  4.3.4 To conduct business normally transacted at Ordinary General Meetings.
  4.3.5 Approve the appointment of an accounting officer for the ensuing year, whose duty it shall be to audit the finances of the Institution.
     
  4.4 Honorary Legal Advisers
    Honorary Legal Advisers shall be appointed for the ensuing year by the members at each Annual General Meeting.
     
  4.5 Appointment of Auditors
    The accounts of the Institution shall be audited at least once a year by an auditor(s) who shall be appointed for the ensuing year by the members at each Annual General Meeting; no members or officer of the Institution shall be eligible for the position of auditor. If any casual vacancy occurs in the office of an auditor, it shall be filled at the next ensuing Ordinary General Meeting.
     
  4.6 Special General Meetings
  4.6.1 All meetings of the Institution, other than those detailed in Clauses 4.2 and 4.3, shall be designated Special General Meetings; only such business as that specified in the notice convening these meetings shall be transacted thereat.
  4.6.2 The Council may at any time convene a Special General Meeting.
  4.6.3 The Council shall convene a Special General Meeting within thirty days upon the written application of ten corporate members, provided such application specifies the object for which the meeting is required.
     
  4.7 Notice of Meetings
    Notices convening Annual General Meetings, Ordinary General Meetings and Special General Meetings shall be dispatched to members not less that seven days, seven days and fourteen days, respectively, prior to the dates determined for such meetings.
     
  4.8 Omission of Meetings
    The accidental omission to give notice to any member of any meeting of the Institution shall not invalidate any resolution passed at such meeting.
     
  4.9 Chairperson of Meetings
    The President or, in his absence, a Vice President, or in the absence of all of them, a member elected by the meeting shall take the chair at all meetings of the Institution.
     
  4.10 Quorums
  4.10.1 The quorum for Ordinary General Meetings, Annual General Meetings and Special General Meetings shall be ten (10) corporate members.
  4.10.2 If at any meeting a quorum is not present, the meeting shall stand adjourned to a time (being not less than seven days thereafter) and place determined by the corporate members actually present and at such adjourned meeting the corporate members present shall form a quorum.
     
  4.11 Voting
    Any business before a General Meeting, other than that specified in Clause 4.12 shall be decided by a majority of votes cast. The voting shall be decided by a show of hands of the members entitled to vote, in which case the chairman shall have a deliberative and a casting vote but a ballot may be demanded by any six such members and shall thereupon be taken, in which case the chairperson shall have a deliberative vote only. Two scrutineers appointed by and from the members present shall conduct the ballot.
Each corporate member shall be entitled to one vote.
Any member whose subscription for the previous year is unpaid shall not be entitled to vote. The voting shall be conclusive for the purpose of the decision of the matter in respect of which the votes are tendered, provided that no objection is lodged at the same meeting on the grounds of any infringement of the Constitution. In special cases the Council shall have the power to institute a postal vote or ballot.
     
  4.12 Amendments to the Constitution
    Alterations in or additions to the Constitution shall be made only at a Special General Meeting convened for that purpose. The proposed amendments shall be made if seventy five percent or more of the votes cast by the corporate members present in person or voting by post at such Special General Meeting is in favour of such amendments.
     
5   BY-LAWS
  5.1 Application for Membership or Transfer
    An applicant for membership to the Institution or transfer to a higher grade shall submit his application on the prescribed form duly completed and verified by his employer or other competent authority, or by a corporate member. Payment against admission and membership fees as determined by Council shall be submitted with each application for membership.
     
  5.2 Election Procedure
    f the Membership committee is satisfied that the applicant complies with the requirements of Clause 2.5, Clause 2.6, Clause 2.7, Clause 2.8 or Clause 2.9 of the Constitution, his name shall be forwarded with details of certificates and other relevant information to the Executive committee for formal acceptance as a member. When an applicant is admitted or transferred, his name shall be announced at the next Council Meeting of the Institution after such election or transfer shall have been affected by the Executive Committee. All admissions or transfers must be reflected in the minutes of the meeting at which they were announced.
     
  5.3 Confirmation of Admission
    Every application for admission shall be duly notified by the Secretary when elected but his admission shall not be confirmed until the applicant shall have paid the fees due to the Institution. Should payment of such fees not be made within one month after the date of posting notification, the election may be declared null and void by the Council.
     
  5.4 Annual Subscription
    The annual subscription, which shall become due in advance on the first of January each year, shall be determined and approved by Council from time to time. In any special case, the Council may, at its discretion, reduce or waive the subscription of any members.
     
  5.5 Subscription for Part of the Year
    Should a member of any grade be admitted or transferred during a year, his subscription or additional subscription for the current financial year shall be shall be adjusted proportioned for the remaining full months of that year. When a member is admitted during the last two months of the financial year, his first subscription shall cover the period to the end of the succeeding year; should a member be transferred during the last two months of the financial year, he shall not pay an additional subscription for the year.
     
  5.6 Arrear Subscription
    Any member whose subscription is in arrears after the thirtieth day of June in any year shall be sent notice in writing drawing attention to these By - Laws and his membership reviewed by the membership committee if no positive reaction has resulted within the following ninety days.
     
  5.7 Defaulters
    Any member whose annual subscription remains unpaid for one year may, by resolution of the Council, be excluded from membership of the Institution. Thereafter his name shall be removed from the membership register and his exclusion, and reason therefore, announced and minuted at the next Council Meeting
     
  5.8 Notice to Defaulters
    Notice in writing, drawing attention to these By-Laws shall be sent to the defaulting member by the Secretary per registered post three months prior to the termination of the period mentioned.
     
  5.9 Nominations for Council
    A notice calling for nominations for the Council shall be sent to all corporate members not later than ninety days prior to the Council meeting immediately preceding the Annual General Meeting. The notice shall specify the number of vacancies on the Council. No member whose subscription is in arrear shall be eligible for election to the Council. Past Presidents who have ceased to be members of the Council may offer themselves for election to Council and may be elected to any office.
     
  5.10 Acceptance of Nominations to Council
    All nominations shall be lodged with the Secretary not less than sixty days prior to the date of the Council meeting next preceding the Annual General Meeting. These nominations must be signed by the proposer and if possible by the nominee. If this is not feasible, a letter signed by the proposer, stating that the nominee has telephonically accepted the nomination, is acceptable.
     
  5.11 List of Candidates for Council
    At least fifty days prior to the Council meeting next preceding the Annual General Meeting, the Council shall cause to be forwarded to each member a list of all nominated candidates in the form of a ballot paper. Only if the number of nominations exceeds the number of candidates as specified in clause 3.2 of this constitution. Ballot papers shall show a return of the number of Council and Standing Committee Meetings and General Meetings held during the year and the number attended by each member of Council.
     
  5.12 Return of Ballot Papers
    The ballot papers, duly completed, shall be returned to reach the Secretary not later than fifteen days prior to the council meeting next preceding the Annual General Meeting, thereafter scrutiny of the ballot shall proceed.
     
  5.13 Equality of Votes
    In the event of the number of votes being found to be equal for any two or more candidates, all of whom cannot be declared elected, a further ballot shall be taken at the Council meeting next preceding the Annual General Meeting by all the members present.
     
  5.14 Scrutineers
    At the Council meeting next preceding the Annual General Meeting, there shall be elected from amongst members not less than five scrutineers, whose duty it shall be to open and examine the ballot papers and report the result of their scrutiny to the Chairperson prior to the Annual General Meeting.
     
  5.15 Serving of Notice
    A notice may be served by the Council upon any member of the Institution, by hand, by post or by registered post to his last known address.
     
  5.16 Change of Address
    Members of the Institution shall notify the Secretary in writing of any change of an address.
     
  5.17 Adjournment
    The Chairperson may, with the consent of a majority of members present, adjourn any meeting.
     
  5.18 Papers and Copyright
    All contributions and papers accepted by the Institution shall become the property of the Institution. Save by permission of the Council, no person shall cause such contributions or papers to be published. In any permitted publication of contributions or papers or extracts from them, suitable acknowledgement shall be made to the Institution as the source of the information.
     
  5.19 Branch Committee Election
    The procedure for the election of a Branch Committee shall generally be similar to that prescribed for the election of the Council of the Institution in Clauses 3.3 and 3.4 of the Constitution. The Chairperson, Vice-Chairperson, Honorary Treasurer and Secretary shall be nominated by the retiring committee and their election shall be adopted at the Branch annual general meeting.
     
  5.20 Branch Quorums
    The quorum at any Branch Committee meeting shall be a majority of the elected Committee members. The quorum at a Branch General Meeting shall be fixed by the committee.
     
  5.21 Branch Funds
  5.21.1 For the purpose of assisting branches to promote the objects of the Institution as set forth in the Constitution, the Council may allocate such funds and/or assistance as it may, from time to time, find necessary to provide for the satisfactory functioning of the affairs of the Branch.
  5.21.2 Such funds shall be deposited on account for the use of the branch, in a bank or institution approved by the Council. All transactions on such an account shall be signed or sanctioned by at least two of the elected office bearers, which normally constitute a Branch Chairperson, Vice Chairperson and the Treasurer or Secretary of the Branch, elected under clause 5.19.
  5.21.3 Nothing in this Constitution or By-Laws shall empower Branch Committees to contract debts in the name of the Institution or pledge the Institution’s credit in any way.
     
  5.22 Branch Financial Statement
    A certified statement of moneys received and expended by each Branch Committee during each and every year shall be rendered to the Council not later than the thirty first day of January in the succeeding year.
     
  5.23 Branch Assets
    All assets, books, records and funds of the Institution shall remain the property of the Institution and, in the event of the branch ceasing to exist, shall immediately be forwarded to the Secretary of the Institution.
     
  5.24 Professional Conduct
    Every member is required so to order his conduct as to uphold the dignity of the profession of the Engineer, to act ethically and to uphold the established traditions of the Institution.

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