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.
In the Articles and these Bylaws 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 2006;
“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 Bylaws;
“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
Application for membership
2.1 Persons with appropriate qualifications, knowledge and experience may apply to join the Society in one of the following categories:
Fellow of the Society of Professional Engineers (FSPE)
Member of the Society of Professional Engineers (MSPE)
Honorary Fellow of the Society of Professional Engineers (Hon FSPE)
Associate of the Society of Professional Engineers (ASPE)
Retired Fellow of the Society of Professional Engineers (Retd FSPE)
Retired Member of the Society of Professional Engineers (Retd MSPE)
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 Currency 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
A Fellow shall be a person who either shall be a Fellow at the date of adoption of these Bylaws, 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
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
in exceptional circumstances to applicants who have achieved recognised outstanding eminence in the research, practice or teaching of the arts and sciences.
A Member shall be a person who either shall be a Member at the date of adoption of these Bylaws, 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
Honorary Fellows shall be persons who either shall be Honorary Fellows at the date of adoption of these Bylaws 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.
An Associate Member shall be a person who either shall be an Associate Member at the date of adoption of these Bylaws, or shall be pursuing such examinations and accumulating such approved training and practical experience as are prescribed by the Board for Associate Members and shall be admitted an Associate Member of the Society.
Approval of candidature
The members of the Society shall be such persons as the Board, shall admit to membership in accordance with these Bylaws. Membership of the Society shall be personal to the member and shall not be transferable.
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 Bylaws.
Entrance fees and annual subscriptions
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
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
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 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
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
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
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
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.
The Board of Directors
The business of the Society shall be managed by a Board elected by the members. They shall hold office as such until the election and coming into office of their successors.
The Board may fill any casual vacancies for the remainder of that year which may arise between any two Annual General Meetings.
The Board who apart from co-opted members are elected by the voting members of the Society and shall consist of:
The President (who shall be Chairman)
Three Vice Presidents/Vice Presidents International
The Immediate Past President
Four other members of the Board
The Board may also appoint co-opted members up to a maximum of three.
The Officers of the Society shall consist of:
Immediate Past President
not more than three Vice Presidents/Vice Presidents International
(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).
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
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.“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.