By-Laws

BY-LAWS OF THE SOCIETY OF PROFESSIONAL ENGINEERS

The following By-laws, and supporting Appendices, have been made by the Council in accordance with its powers under the Articles of Association of The Society of Professional Engineers. They should be read in conjunction with the Memorandum and Articles which, in the case of any conflict or ambiguity, must prevail.

Preliminary

1. Interpretation
In the Articles and these By-laws these words shall bear the meaning given, if not inconsistent with the subject or context. “The Articles” means the Articles of Association of The Society of Professional Engineers
“Society” means The Society of Professional Engineers and “the Board” means the Board of directors of The Society; “administration” means the individual or organisation providing the administrative services on behalf of The Society
“administrator” means the person responsible for or heading up the organisation providing the administrative services on behalf of The Society
“committee” means a group of people consisting of directors, members or others appointed by the Board to undertake a task on behalf of the Board, to whom the Board may delegate a degree of authority;
“director” means a director of The Society, and includes any person occupying the position of director (Board member), by whatever name called;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form; “electronic form” has the meaning given in section 1168 of the Companies Act 2013.
“the office” means the headquarter office of The Society;
“the Regulations” means the Regulations, Delegation, Governance and Limitation Policies approved from time to time by the Board under the By-laws;
“words” implying the singular number only shall include the plural number, and vice-versa. Words implying the masculine gender shall also include the feminine gender;
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Membership and Registration

2. Application for membership
2.1 Persons with appropriate qualifications, knowledge and experience may apply to join The Society in one of the following categories:

Voting members
(a) Fellow of The Society of Professional Engineers (FSPE)
(b) Member of The Society of Professional Engineers (MSPE)

Non-Voting members
(a) Honorary Fellow of The Society of Professional Engineers (Hon FSPE )
(b) Associate of The Society of Professional Engineers (ASPE)
(c) Retired Fellow of The Society of Professional Engineers (Retd FSPE)
(d) Retired Member of The Society of Professional Engineers (Retd MSPE)
(e) Retired Associate Member of The Society of Professional Engineers (Retd ASPE)

2.2 All Voting members shall be entered on the Register of The Society of Professional Engineers and shall remain so registered until removed by failure to pay the annual membership/registration fee or by a decision of a Disciplinary Committee.

2.3 Registrants shall pay the annual membership/registration fee and maintain their Professional competence through professional development, shall abide by The Society’s Code of Professional Conduct, and shall participate in any disciplinary proceedings brought against them for alleged breach of the Code.

2.4 Registrants, while on the Register may describe themselves as Professional Engineers and may use the post nominals PEng or PEng(UK) as appropriate.

3. Fellow
A Fellow shall be a person who either shall be a Fellow at the date of adoption of these By-laws, or shall be a Member of the Society who is elected to Fellowship having been in positions of responsibility for a period of not less than five years.
The Board shall have the powers to grant a Fellow membership: (Appendix 10)

(a) to applicants who possess the academic qualifications for Voting membership of The Society or equivalent and who are/have been in employment approved by the Board in positions of responsibility for a period of not less than five years; or
(b) in exceptional circumstances to applicants who have achieved recognised outstanding eminence in the research, practice or teaching of the arts and sciences.

4. Member
A Member shall be a person who either shall be a Member at the date of adoption of these By-laws, or is subsequently admitted as a Member because he at the time of his application for admission possesses the academic qualifications or equivalent for voting membership of The Society (Appendix 10)

5. Honorary Fellow
Honorary Fellows shall be persons who either shall be Honorary Fellows at the date of adoption of these By-laws or, who by reason of their position or eminence in the arts, sciences or literature, or their experience in matters relating to the built environment entitles them, in the opinion of the Board, to the distinction of election as an Honorary Fellow or whose membership is considered by the Board to be desirable in the interests of The Society and shall be elected as Honorary Fellows of The Society. Such persons shall remain Honorary Fellows at the pleasure of the Board.
Honorary Fellows shall have all the rights and privileges of a Fellow other than voting rights at general meetings. They shall not be required to pay any admission fee or annual subscription.

6. Associate Member
An Associate Member shall be a person who either shall be an Associate Member at the date of adoption of these By-laws, or shall be pursuing such examinations and accumulating such approved training and practical experience as are prescribed by the Board for Members and shall be admitted an Associate Member of The Society.

7. Approval of candidature
The members of The Society shall be such persons as the Board, shall admit to membership in accordance with these By-laws. Membership of The Society shall be personal to the member and shall not be transferable.

8. Qualification for membership
No persons shall be eligible for admission as a member of The Society, or for transfer from one category of membership to another, unless they have fulfilled all the requirements applicable to the class of membership to which they seek admission as contained in the By-laws.

Entrance fees and annual subscriptions
9. An application for membership, or for transfer from one class of membership to another, shall be accompanied by the relevant fee and annual subscription for the time being payable or such part thereof as the Board shall from time to time prescribe.

Application for membership
10. The form of application for membership, or for transfer from one class of membership to another, and the method of admission to membership, or transfer from one class of membership to another, shall be as the Board may determine from time to time.

Member to continue to satisfy
11. Any member shall satisfy the Board, if required and in such a manner as the Board may from time to time reasonably require, that they continue to be qualified to retain their membership of The Society.

Voting
12. Voting members shall have such rights as the Board may determine from time to time as published including the right to exercise one vote on any matter at a General Meeting.

Fees and Subscriptions
13. The Annual Subscriptions for each category of membership and the fees payable by applicants for membership or for transfer from one category of membership to another shall be such as may be determined from time to time by the Board.

Termination of Membership
14. Membership shall be terminated by death, resignation, disciplinary action, bankruptcy, non-payment of fees or subscriptions or any other monies owed to The Society, or mental illness.

Register of Members
15. A Register of all members of The Society in addition to the Register of Professional Engineers shall be kept at the Office of The Society. Such a Register will show the category of membership to which each and every member of The Society has been admitted.

Examinations and academic qualifications
16. The Board may conduct assessments, or approve assessments in appropriate subjects to be conducted on its behalf, for approved candidates for admission as members. The Board shall make such necessary arrangements from time to time which shall be published.

Governance

The Board of Directors
17. The business of The Society shall be managed by a Board comprised of voting members elected by the membership. They shall hold office as such until the election and coming into office of their successors.

18. The Board may fill any casual vacancies for the remainder of that year which may arise between any two Annual General Meetings.

19. The Board who apart from co-opted members are elected by the voting members of The Society and shall consist of:
a. The President (who shall be Chairman)
b. Three Vice Presidents
c. The Immediate Past President
d. Four other members of the Board

The Board may also appoint co-opted members up to a maximum of three who will be entitled to vote on Council business.

20. The Officers of The Society shall consist of:
a. President
b. Immediate Past President
c. not more than three Vice Presidents

21. (i) A member of the Board shall avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of The Society.

(ii) A member of the Board in such a situation shall declare his interest or possible interest at a relevant meeting of the Board or by notice in writing to all other members of the Board.

(iii) The Board shall decide how this conflict shall be managed:

(a) It can decide that the conflicted person may remain at the meeting, participate in the discussion, and even
vote on the matter concerned, or
(b) It can allow the conflicted person to remain but not vote or speak, or
(c) It can require the conflicted person to withdraw from the meeting for the duration of the discussion and the
voting on the issue (and not being counted in the quorum for the duration of the discussion and voting).

22. The Board may make, from time to time, such Regulations as it deems necessary or expedient or convenient for the proper conduct and management of The Society and for the purposes of prescribing conditions of membership, and in particular but without prejudice to the generality of the foregoing, such Regulations may regulate:
a. the admission of members to The Society and the rights and privileges of such members and the conditions of membership
b. the conduct of The Society of Professional Engineers in relation to one another and to The Society’s employees; and
c. the procedure at general meetings and meetings of the Board and committees of the Board.

Code of Conduct
23 (i) The Board may determine and publish from time to time Codes of Professional Conduct and shall require all Registrants
to conform to such code.

23 (ii) The Board shall also provide a disciplinary procedure to apply when any complaint about a Registrants professional
conduct is received, such procedure shall be published.

General Meetings
24. There shall be an Annual General Meeting held no more than fifteen months after its predecessor, for election of Officers and Board and for receipt of the Annual Report and Accounts and the conduct of any other business for which notice has been duly given. There may be other general meetings during each year which shall be called by the Administrator on the instruction of the Board or at the request in writing of voting members as may be determined in the regulations.

Quorum
25. No business shall be transacted at any meeting unless a quorum is present. For all purposes the quorum shall be three members personally present and entitled to vote.

Poll
26. The demand for a poll before the poll is taken, may 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.

Casting Vote
27. In the case of an equality of votes, either on a show of hands or at a ballot or poll, the Chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.

Accounts
28. The Board shall cause accountancy records to be kept at such place as the Board shall think fit, and such records shall always be open to the inspection of the Board members.

29. The Board shall determine from time to time whether and to what extent and at what times and places and under what conditions the accounts and books of The Society or any of them shall be opened to the inspection of members not being Board members.

30. At the Annual General Meeting the Board shall lay before The Society an income and expenditure account for the period since the last preceding account together with a balance sheet made up as at the same date. Every such balance sheet shall be accompanied by reports of the Board and the Auditors or Examiners and copies of such accounts, balance sheets and reports (all of which shall be framed in accordance with any legal requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall be sent not less than twenty-one clear days before the date of the meeting to the Auditors or Examiners and to all other persons entitled to receive notices of general meetings in the manner in which notices are herein directed to be served.

Audit or Examination
31. Once at least in every year the accounts of The Society shall be audited (or examined) and the correctness of the financial statements ascertained by one or more Auditors or Examiners.

32. Auditors or Examiners shall be appointed and their duties regulated in accordance with the provisions of the law. The Auditors or Examiners (who shall be qualified under the law) shall be appointed and their remuneration determined by the Board.

Notices
33. A notice may be served by The Society upon any member, either personally or by sending it through the post in a pre-paid letter, addressed to such member at the registered address as appearing in the list of members or by electronic means as agreed by the member.

34. Any member described in the list of members by an address not within the United Kingdom, who shall from time to time give The Society an address within the United Kingdom at which notices may be served, shall be entitled to have notices served by post at such address, but, save as aforesaid, only those members who are described in the list of members by an address within the United Kingdom shall be entitled to receive notices from The Society unless they are to be served electronically.

35. Any notice, if served by first class post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to certify that the letter containing the notice was properly addressed and put into the post as a pre-paid letter. Any notice served electronically shall be deemed to have been served within twenty four hours of dispatch.

APPENDICES

Appendix 1 Rights and Duties of Members Appendix 2 Disciplinary Procedure
Appendix 3 Procedure for Election of Members of Council Appendix 4 Procedure for taking a poll
Appendix 5 Rules for determining the number of Representatives of Affiliated Member Organisations Appendix 6 Branches
Appendix 7 Rules for the Proceedings of the Board of Directors and for Committees Appendix 8 Standard Agenda for Meetings of Council
Appendix 9 Constitutional matters
Appendix 10 Rules for establishing grades of membership
Appendix 11 Notice and Invitation for Receipt of Nominations for the Council/Board of Directors Appendix 12 Form of Nomination



Appendix 1 Rights and Duties of Members
1. Every candidate for membership shall sign a written agreement to be bound by the Articles of Association of The Society together with these By-laws and any Rules of Conduct which the Council may determine from time to time.

2. Every member shall endeavour to maintain a high standard of competence and integrity within his chosen branch of engineering and to act at all times in a professional manner so as to foster the reputation of The Society. Any member whose conduct is deemed to bring The Society into disrepute will be liable to be subject to The Society's disciplinary procedure and ultimately have his membership terminated.

3. Every member shall be entitled to receive a certificate of membership and have access to a copy of the Memorandum, Articles of Association and By-laws of The Society.

4. Every member shall be responsible for paying the annual subscription appropriate to their grade of membership as decided by the Council from time to time. Failure to pay the subscription after due notice has been given of default will render the member liable to have his membership terminated by notice without the operation of the standard disciplinary procedure.

Appendix 2 Disciplinary Procedure
1. This disciplinary procedure covers both employees of The Society and Members.

2. The principles behind this disciplinary procedure are as laid down in the Human Rights Act 1996 and the European Convention on Human Rights.

3. Any Member of The Society may institute a complaint against any employee and/or any other member of The Society that by his or her conduct he has breached the terms of his employment or has damaged the reputation of The Society. Any such complaint must specify in detail the conduct referred to but at that stage need not include all the evidence relied upon except in so far as it is necessary to show that the complaint may have substance. For administrative purposes, the complaint must be sent to and handled by the Chairman or Vice Chairman of the Council and referred to a Disciplinary Committee of the Council consisting of three persons not including the Chairman or Vice Chairman who received the complaint.

4. The Disciplinary Committee may decide its own procedure after taking account of the nature of the complaint and as soon as it has sufficient information to justify any action, it must notify the person against whom the complaint is made, the Defendant, supply him with copies of all relevant documents and invite him to respond within a reasonable time. If, after such a response has been received, the Disciplinary Committee considers that there is a prima facie case to be made out, it must give the Defendant the opportunity to appear before it either alone or with the assistance of any other person who may not necessarily be a member and may be a legal representative. If the Defendant challenges any of the written evidence against him he may insist on the attendance of the Complainant and any other witnesses so that they may be cross- examined. The Defendant may also bring any witnesses he wishes. In conducting the Hearing the Disciplinary Committee may take an inquisitorial role. Upon completion of the Hearing the Disciplinary Committee shall allow the Defendant to make final comments before making its final judgement which may be by a majority vote and must be delivered in writing to the Defendant in draft form for further comment before it is published formally. The judgement must give full reasons for its decision on guilt or innocence and shall also give its decision on any penalty which it is imposing.

5. Within 28 days of publication of the decision of the Disciplinary Committee, the Defendant may give notice of appeal to the Council excluding the members of the Disciplinary Committee which will reconsider the case on written representations and give its final judgement within three calendar months.

6. Both the Disciplinary Committee and the Council may invoke the assistance of a legal assessor if they consider it necessary in the interests of justice but such a legal assessor shall act only as an advisor on the law and shall not take any part in the Committee's decision.

7. The above disciplinary procedure may be varied by the Council at its discretion where the Defendants normal place of abode is outside the United Kingdom. In that case it would be permissible to delegate the work of the Disciplinary Committee to an appropriate group of members of an overseas Branch. Within 28 days of publication of the decision of the overseas Disciplinary Committee the appeal procedure as set out in Bye-law 5 above must be followed.

Appendix 3 Procedure for Election of Members of Council
1. On a date which is not less than 42 days before but not more than 56 days before the date fixed for the Annual General Meeting of The Society, the Secretary or the administrator on his behalf shall send a Notice (Appendix 12) to all members inviting nominations for election as Directors. The Notice shall state the names of those Directors who are due to retire, either at their own request or by rotation in accordance with the Articles of Association. The Notice shall include a standard Form of Nomination in accordance with the Articles of Association in the general form as attached to these By-laws at Appendix VI or as near to as circumstances allow and as approved by the Council.

2. If the number of valid Nominations for election of Directors exceeds the number of vacancies, the Secretary, or the administrator on his behalf, shall invite all candidates to submit an election statement and shall state a final date by which such a statement can be received in order to be published to members with the ballot papers in accordance with the Articles of Association. The election statement may contain whatever the candidates wish to be published to the membership by way of reasons for wishing to be elected, personal aims for The Society etc. and shall not exceed 200 words.

3. On a date which is not less than 21 days before but not more than 28 days before the date fixed for the Annual General Meeting of The Society, the Secretary or the administrator on his behalf shall send a ballot paper to all members giving the names of all those persons who have been validly nominated for election as Directors and stating the maximum number of votes which will be acceptable, the address to which the ballot paper is to be returned and the final date for it's receipt. The ballot paper is to be accompanied by a separate list of the candidates with the names of their proposers and their qualifications together with an election statement from the candidates as described above.

4. Before the date for receipt of ballot papers, the Council shall appoint three persons who are not Directors to be invigilators at the election provided that those Directors who are due to be candidates for election shall not be entitled to vote on the appointment.

5. Upon receipt of the competed ballot papers, the Secretary or whoever has been appointed to conduct the ballot together with at least two of the appointed outside invigilators, shall count the votes cast and prepare a statement to be reported to the Council and the Annual General Meeting. In the case of a disagreement as to the validity of any ballot papers where this would affect the outcome of the ballot, the President or if he is unavailable, a Vice President shall be invited to make a decision and that decision shall be final and binding. In the case of two candidates receiving an equal number of votes where that would affect the outcome of the election, the President or in his absence a Vice President nominated by the

 

Council shall have a casting vote.
6. If after the result of the ballot has been reported to the Annual General Meeting, any member present at the meeting wishes to challenge the appointment of any candidate on the grounds that any part of the procedure was not in accordance with the Articles of Association or these By-laws, that candidate shall not become a Director until such time as the challenge has been resolved. The member challenging the election of a candidate, shall be entitled to put his case to a sub-committee of three members of the Council who shall be the President or a Vice President and two other members selected by the Council. This sub-committee shall decide its own procedure and shall make its decision by a majority. That decision as to the validity of the election process shall be binding and shall be notified to the membership by an addendum to the minutes of the Annual General Meeting. If it finds in favour of the member challenging the election the candidate so challenged shall not become a Director and his place shall remain vacant until such time as the Council decides to co-opt a person of its choice to fill the vacancy.

7. Unless a challenge is made immediately after the Chairman of the meeting announces the result of the ballot, the members named in that ballot shall be declared to be elected and shall take office at the close of the Annual General Meeting.

Appendix 4 Procedure for taking a poll
1. Notwithstanding the right under the Articles of Association of The Society for the Chairman of the meeting to direct how a poll should be conducted, this Bye-law is provided for his guidance as to normally how a poll should be conducted.

2. Upon receipt of a demand for a poll in accordance with the Articles of Association, the Chairman shall decide whether under the Articles the poll has to be taken forthwith or if it is not obliged to be taken forthwith whether it should be taken forthwith or at some time and place as he should direct.

3. If the Chairman decides it should be taken forthwith, voting papers should be distributed to all members entitled to vote following which the Chairman shall read out the resolution upon which the poll is to be taken and instruct the members present to write either Yes or No on the paper. If the numbers are such that the task of counting the votes is likely to be a lengthy one, the chairman may appoint scrutineers in accordance with Articles, who will collect the voting papers and count them to ascertain that there are no more papers than there are members present and entitled to vote. The scrutineers shall then count the votes cast for and against the motion and report the result to the Chairman who will then forthwith announce to the meeting the number of votes cast for and against the resolution and the number of members who have abstained.

4. If the Chairman decides that the poll should be taken at a later date he should ascertain that the names of all members present in person or by proxy have been recorded and announce that voting papers will be sent by post to all those whose names are so recorded and give directions as to where and when the voting papers are to be returned. If it is not practical to decide a place for the return of the voting slips he may announce that the place for return will be stated on the voting slips. After the conclusion of the meeting, voting slips with the wording of the resolution printed on them will be sent to all those who were present and entitled to vote at the meeting with a direction as to where they are to be returned and by what date. The Chairman may appoint scrutineers who will receive the votes, check that there are no more votes returned that were distributed, count the votes cast and report the result to the Chairman who will announce it by the Council and in such other ways as he may consider to be appropriate.

Appendix 5 Representatives of Affiliated Member Organisations
Affiliated Member Organisations are as defined in the Articles of Association of The Society. The right of an Affiliated Member Organisation to appoint representatives to attend meetings of The Society and vote on its behalf is defined in the Articles. Members of Affiliated Member Organisations who are not themselves also members of The Society may attend all meetings of The Society but may not vote.

1. Any Affiliated Member Organisation whatever their membership may appoint one representative to vote at all general meetings of The Society. Any such representative who is also a member of The Society in his own right shall have the right to cast a vote on his own account in addition to his vote as an authorised representative of the organisation which appoint him.

Appendix 6 Branches
The right of the Council to establish Branches of The Society is set out in the Articles of Association of The Society.

1. Membership of a Branch of The Society shall be limited to persons who are already members of The Society.

2. The name of the Branch shall be as approved by the Council which may consider representations made by those who wish to be organised into a Branch. Where the Branch is located other than in the United Kingdom an appropriate translation of the approved name may be approved.

3. The Branch shall be entitled to organise its affairs as it wishes save that its constitution must be approved by the Council. Under normal circumstances the Council shall not approve a constitution unless it contains arrangements for the democratic election of a Branch Committee which shall elect from within its membership suitable Officers such as a Chairman, Secretary and Treasurer save that where the Branch is located other than in the United Kingdom the titles of such officers may be suitable and appropriate translations of the above.

4. A Branch shall conduct its affairs in a manner which is in accordance with the Memorandum and Articles of Association of The Society.

5. A Branch shall be entitled to levy on its members an appropriate Branch Subscription which must be used entirely for the purpose of the affairs of the Branch and shall be in addition to the subscriptions due from the members of The Society.

6. The financial year of the Branch shall run from January to December of each calendar year and the Branch must submit its audited accounts to The Society by 28th February of the year following the year of the accounts.

7. A Branch shall be entitled to send a delegate to every meeting of the Council but whilst that delegate may join in the discussions of the Council, he will not be a Director and therefore not entitled to vote in the Council’s deliberations unless he has been properly nominated and elected a Director by the normal means as described in the Articles of Association of The Society. It is to be expected that Branches will select and authorise delegates to Council meetings to fit in with their personal travel plans because such delegates will not be eligible for the payment by The Society for any travel or accommodation expenses.

8. The Council shall appoint one of the Directors to be a Liaison Officer for each Branch. Where it is considered that to accord with local practice such a liaison officer needs to have a title which accords him some standing with the Branch, one of the Vice Presidents shall be appointed to such a position. A Director may be the Liaison Officer for more than one Branch and there may be several such Liaison Officers. Liaison Officers may visit Branches from time to time but only with the specific authority of the Council and will not be entitled to claim any expenses unless the payment of such expenses is mentioned specifically in the resolution which gives authority for the visit.

9. Where the Branch is located other than in the United Kingdom, the Branch shall be entitled to receive a translation of a copy of the Memorandum, Articles of Association and By-laws of The Society in a language commonly in use in that country. However the official language of the document is English and in the event of any dispute as to its meaning, reference must always be made to the English version.

10. As set out in Appendix 2 (Disciplinary Procedure) an overseas Branch may be required to carry out the initial part of the disciplinary procedure provided that the initial complain must be handled by the President or a Vice President of the Council with the assistance of involvement of the Director appointed as Liaison Officer for the Branch concerned.

Appendix 7 Rules for the Proceedings of the Board of Directors and for Committees
1 A copy of the Memorandum and Articles together with a copy of the Rules shall be available at all meetings of the Council and Committees appointed under the Articles

2 The Council shall hold a meeting within 28 days after the Annual General Meeting of the Company.

3 At the first meeting of the Council after the Annual General Meeting the Directors shall elect a President and up to three Vice Presidents who shall each hold office until they shall cease to hold the office of Director or new Vice Presidents have been elected to replace them.

4 In the absence of the President a Vice President shall assume all the rights and responsibilities of the Chairman of the meeting as set out below

5 At the first meeting of the Council after the Annual General Meeting or as soon as practicable thereafter, the Council may appoint a Chairman of the Membership Committee

6 At the first meeting of the Council after the Annual General Meeting or as soon as practicable thereafter, the Council shall appoint Chairman of all Sub-Committees together with such other members as it may decide shall state the number of the quorum for each. Where any Sub-Committee are to have delegated powers under the Articles these must be stated.

7 In consultation with the administration, the President shall determine the agenda for the meeting and shall include any item put forward by a Director who exercises his right to call a meeting under the Articles of the Articles of Association.

8 At every meeting the Council the Chairman of the meeting shall make any constitutional announcements necessary or shall declare that all such constitutional announcements have been included in the agenda. Any such constitutional announcements which may affect the number of Directors entitled to vote upon a resolution, must be given before that resolution (including the approval of the minutes) is put to the vote. A Director who was not present at the meeting recorded in the minutes shall not be entitled to vote upon a resolution to accept the minutes as a true record and insofar as that vote is concerned shall not be counted in the quorum.

9 At every meeting of the Directors, the Hon. Treasurer (if one be appointed) shall present a report on the financial state of The Society and following that report the Council shall consider the report and determine whether they are satisfied that the financial state of the company allows it to continue operating.

10 The administration shall ensure that a file of copy correspondence received or sent since the last meeting of the Council shall be available at every meeting of the Council. This file shall contain the correspondence on all matters reported to the Council and on all other matters which affect the responsibility of the Directors.

11 After the publication to the Council of the agenda for the meeting the order of the items on the agenda shall not be changed unless the Directors present agree.

12 The Chairman of the meeting shall have power to regulate the conduct of the meeting generally and (without prejudice to the generality of the foregoing) shall have the right to refuse to accept for discussion any item brought up under the heading of "Any other Business" if he considers it to be non-urgent and/or unsuitable for proper discussion without prior notice.

13 In addition to the administration and the Honorary Treasurer (if one has been appointed), the authorised signatories for cheques and other documents should comprise of the President, and such other persons as the Council may from time to time determine. The administrator is authorised to sign cheques to the value of up to £250.00 without a second signature. Cheques for over £250.00 require to be signed by two of the authorised signatories listed above.

Appendix 8 Standard Agenda for Meetings of Council

Preliminary
1. Name of person recording minutes
2. Confirmation that a copy of the Articles and the Rules are available to the meeting. Principal Matters
3 Persons Present.
a) Directors
b) Branch and other authorised delegates (Non-voting)
c) Apologies for absence
d) Confirmation that a quorum is present
4. Constitutional Announcements
e.g. Any changes in the persons entitled to vote all as set out in Appendix 9.
5. Minutes of previous meetings. Confirmation that they are a correct record
6. Matters arising from minutes
7. Chairman’s Business
8. Correspondence
9. Finance
a) Report
b) Acceptance of Report
c) Confirmation that Society can continue operating Other Matters
10. Reports of Committees
11. Additional Reports
12. Any other business
13. Date, place and time of next meeting.

Appendix 9 Constitutional matters
Constitutional questions to be considered by the Chairman in accordance with Rule of the Rules for the proceedings of Directors (Appendix 7)
1. Has any Director died or ceased to be a Director in accordance with the Articles or has any Director been absent without permission for more than six consecutive months thus requiring the Directors to consider whether his office should be vacated?
2. Are there any Directors present who were not present at the meeting or meetings recorded in the minutes to be proposed for acceptance and who are therefore not entitled to vote on those minutes
3. Has any Director given notice or any declaration of material interest as defined in the Articles in respect of any item on the Agenda?
4. Are there any matters on the Agenda of the meeting on which any Director might be considered to have a material interest which in accordance with the Articles that may disentitle him to vote?
5. Do the answers to the questions set out above affect the confirmation that a quorum is present


Appendix 10 Rules for establishing grades of membership

Fellows
Persons who are or have been directly involved with engineering, who have a university degree in any approved subject and who have held a position of responsibility for a minimum of five years.

Members
Persons who are or have been directly involved with engineering and either hold an engineering qualification gained without the help of a university degree or have had appropriate engineering experience for a minimum of seven years.

Associate Members
Persons who are directly involved with engineering and gaining both academic and appropriate engineering experience and seeking to achieve full membership and the ability to become registered as a Professional Engineer

Retired Members
Persons who have been members at other grades for a minimum of one year and who have retired from gainful employment as engineers save that a retired member shall not disqualify himself from this grade by reason of accepting paid instructions, provided that the such instructions are occasional only and shall not occupy more than 25% of his normal working time. Any dispute as to a person's qualification for this grade shall be referred by the Council to the President or a Vice-President whose decision shall be final.


Appendix 11 Notice and Invitation for Receipt of Nominations for the Council/Board of Directors

In accordance with the Articles of Association of The Society, various members of the Council/Board of Directors are due to retire but are eligible to be re-nominated.

Mr/Mrs/Miss  …………………………………  has decided to take this opportunity to withdraw and on behalf of the members, the Council wishes to offer grateful thanks to him/her for the service which he/she has rendered to The Society in fulfilling the duties of Director. (Delete this paragraph if not applicable)

The following members of the Council/Board of Directors are due to retire from that body but intend to offer themselves for re- election

…………………………………………………………………………………………………………………………………………………………………………………………………………

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The future well being of The Society depends upon having sufficient of its members being willing to act as its Directors and in accordance with the Articles of Association members are therefore invited to put themselves forward for appointment by completing the form attached. (Appendix 12)

No person other than a Director retiring by rotation shall be appointed or re-appointed a Director at any general meeting unless not less than twenty-eight or more than fifty-six clear days before the date appointed for the meeting, notice executed by two members qualified to vote at the meeting has been given to The Society of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or re-appointed, be required to include in The Society's register of Directors together with notice executed by that person of his willingness to be appointed or re-appointed.


Appendix 12 Form of Nomination
The Society of Professional Engineers
Election of Members of Council

We the undersigned hereby propose for election to Council:-

Name……………………………………………………………………………………………………………………………………………………………………………………………………………………

Qualifications…………………………………………………………………………………………………………………………………………………………………………………………………………

Address…………………………………………………………………………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………………………………………………………………………………………

Field of Engineering………………………………………………………………………………………………………………………………………………………………………………………………

Membership Number…………………………………………………………… Grade of Membership…………………………………………………………………………………

Telephone (Home)……………………………………………………………………………………… Fax…………………………………………………………………………………………………

Telephone (Work)………………………………………………………………………………………… Email……………………………………………………………………………………………

Website…………………………………………………………………………………………………………………………………………………………………………………………………………………

Proposers

Signed……………………………………………………………………………………………………………………………………………………………………………………………………………………

Address…………………………………………………………………………………………………………………………………………………………………………………………………………………

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Membership Number……………………………………………………………………………………… Date …………………………………………………………………………………………

Signed………………………………………………………………………………………………………………………………………………………………………………………………………………………

Address………………………………………………………………………………………………………………………………………………………………………………………………………………………

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Membership Number…………………………………………………………………………………… Date ……………………………………………………………………………………………………

I ……………………………….………………………………………………certify that if elected, I agree to be appointed as a member of Council/Board of Directors and confirm that I am aware of and agree to accept all the responsibilities of a Director as defined by law and the Memorandum and Articles of Association of The Society .

Signed…………………………………………………………………………………………………………………………………………………………………………………………………………………………

Date……………………………………………………………………………………………………………………………………………………………………………………………………………………………

Notes:-
1. The sponsors must be fully paid-up Members or Fellows of The Society of Professional Engineers.

2. Any fully paid-up member who is prepared to volunteer for election, but is not in contact with other members who might be willing to sponsor him/her, is invited to complete the first part of this form and submit it to The Society's office in the hope that two members of Council might be prepared, after enquiry, to act as sponsors.

3. In the event of the number of candidates nominated exceeding four, a postal ballot will be held.

4. The completed a form should be returned to the Administration, Society of Professional Engineers.