RTPI byelaws
Bye-laws of the Royal Town Planning Institute
Section 1: Interpretation
1. In the event of any inconsistency between the provisions of the Charter and the provisions of the Bye-laws the provisions of the Charter shall prevail.
2. In these Bye-laws, unless the context otherwise requires expressions or words used in the Charter shall have the meaning there defined.
3. The following expressions shall have the following meanings:
3.1 ‘Nation’ means a country defined from time to time by the Board of Trustees;
3.2 ‘Region’ means a geographical area defined from time to time by the Board of Trustees;
3.3 ‘Member’ means a full member of the Chartered Institute in a class specified under Bye-law
5.1;
3.4 ‘Chief Executive’ means the chief executive officer of the Chartered Institute appointed by the Board of Trustees;
3.5 ‘Connected’ means any person falling within one of the following categories
3.51 - Any spouse, civil partner, parent, child, sibling, grandparent, or grandchild of a Trustee
3.52 - The spouse or civil partner of any person in 3.5.1
3.53 Any other person in a relationship with a Trustee which may reasonably be regarded as equivalent to such a relationship as is mentioned at 3.5.1 or 3.5.2
3.54 - Any company, partnership, or firm of which a Trustee is a paid director, member, partner or employee, or shareholder holding more than 1% of the capital.
3.6 ‘Fellow’ means a Chartered Member who has been elected as a Fellow in accordance with the Regulations
3.7 ‘General Meeting’ means a general meeting in which the Chartered Members assemble
3.8 ‘Governance Role’ means a role such as Trustee, Chartered Member of a Standing Committee or other Board committee, member of any Regional Management Board Committee or of the National Executive Committee and any similar role involving governance or management of the Chartered Institute’s affairs as designated by the Board of Trustees as a governance role.
3.9 ‘Legal Member’ means a Chartered Member who has been elected to Chartered membership in that class in accordance with the Regulations.
3.10 ‘Member’ unless the context requires otherwise, means a Chartered Member, a Non-Chartered Member and a Retired Member.
3.11 ‘Non-Chartered Member’ means a person who is not a Chartered Member and who is appointed or elected to any other class of membership of the Chartered Institute in accordance with the Regulations
3.12 ‘Regulations’ means Regulations made and published by the Board of Trustees in accordance with Bye-law 80
3.13 ‘Standing Committee/Panel’, ‘other Board Committee’, ‘Regional Management Board/Committee’, ‘National Executive Committee’ means those and only those committees, panels or boards designated as such by the Board of Trustees;
3.14 ‘Network’ means a group established with the approval of the Board of Trustees to further special interests within the Chartered Institute
3.15 The ‘Presidential Team’ means the President, the Vice-President and the Immediate Past President of the Chartered Institute (see Bye-laws 46 to 49);
3.16 ‘Young Planner’ means a Member who, on the date of the Autumn Meeting of the General Assembly in any year, has no more than ten years’ post qualification experience.
4. Where these Bye-laws confer any power to make Regulations or standing orders, that power shall be construed as including power to rescind, revoke, amend or vary any Regulations or standing orders made in pursuance of that power
Section 2: Membership
Classes of Membership
5. The classes of Membership of the Chartered Institute shall be:
5.1 Chartered Members
5.1.1 - Fellows
5.1.2 - Ordinary Members
5.1.3 - Legal Members
5.2 Non-Chartered Members
5.2.1 - Legal Associates
5.2.2 - Associates
5.2.3 - Licentiates
5.2.4 - Students
5.2.5 - Affiliates
5.2.6 - Honorary Members
5.2.7 - Technical Members (A Closed Class)
5.3 Retired Members
Unless the contrary intention appears, where reference is made to a class of membership, that reference shall where appropriately include a reference to Retired Members, being those individuals who, immediately before transferring to Retired Membership were members of that class of membership.
6. The Board of Trustees may by Regulation create additional classes of membership.
Admission to membership
7. Candidates for election as a Member shall make application to and shall be subject to election by the Board of Trustees. The qualifications for each class of membership, the procedures for election and for transfer from one class of membership to another and the requirements of continuing professional competence shall be prescribed by Regulations.
8. The Chartered Institute shall maintain a register of Members identifying each class of membership. The name of every person who is elected to membership shall be added to the register. Registration shall be conclusive evidence of admission to membership.
9. Every Chartered Member, Legal Associate, Associate and Honorary Member shall be entitled to receive and hold a certificate of membership.
10. Membership of the Chartered Institute may be designated in the following ways:
10.1 A Fellow may use the name, style, or title of ‘Chartered Town Planner’ and the initials ‘FRTPI’;
10.2 An Ordinary Member may use the name, style, or title of ‘Chartered Town Planner’ and the initials ‘MRTPI’
10.3 A Legal Member may use the initials ‘LMRTPI’ (a closed class);
10.4 A Legal Associate may use the initials ‘LARTPI’
10.5 An Associate may use the initials ‘AssocRTPI’
10.6 A Licentiate may use the term ‘Licentiate of the Royal Town Planning Institute’.
10.7 A Student may use the term ‘Student of the Royal Town Planning Institute’
10.8 An Affiliate may use the term ‘Affiliate of the Royal Town Planning Institute’
10.9 An Honorary Member may use the initials ‘HonMRTPI’;
10.11 A Technical Member may use the initials ‘TechRTPI’ (a closed class);
10.12 A Retired Member may use the initials FRTPI(Rtd), MRTPI(Rtd), LMRTPI (Rtd), LARTPI(Rtd), AssocRTPI(Rtd) or TechRTPI(Rtd), as appropriate according to their class of membership immediately prior to transfer to Retired Membership.
Privileges of membership
11. Each class of membership shall have, in addition to any rights and privileges conferred by the Charter and these Bye-laws, such rights and privileges as may be granted to it by the Board of Trustees. All such rights and privileges shall be enjoyed by a Member for their own benefit and may not be transferred to any other person, firm, company, or body.
Subscriptions
12. Every Member (with such exceptions as may be agreed by the Board of Trustees) shall pay an annual subscription to the Chartered Institute provided that the Board of Trustees may by Regulation provide for Retired Members to pay a single life subscription as an alternative to payment of an annual subscription.
13. Every candidate for election to any class of membership may be required to pay to the Chartered Institute an application fee (with such exceptions as may be agreed by the Board of Trustees).
14. The amount of the annual subscription and any application fee shall be determined annually by the Board of Trustees in consultation with the General Assembly provided that the Board of Trustees may in its absolute discretion reduce or remit any subscription due from or paid by a Member.
15. The Board of Trustees may make Regulations for the payment of subscriptions and application fees (including payment by instalment) and for the suspension or expulsion of Members or the suspension of all or any membership rights in the case of non-payment.
16. A Member who resigns their membership or whose membership is otherwise terminated shall remain liable only for any unpaid subscription then due from them.
Conduct of membership
17. The Board of Trustees may issue a code or codes of professional conduct and practice setting out the standards, ethics and professional behaviour expected of Members and may from time to time amend any such code or codes or any part or parts thereof.
18. Every Member shall observe the provisions of the Charter and these Byelaws and shall conduct themself in such a manner as shall not prejudice their professional status or the reputation of the Chartered Institute and without prejudice to the generality of the foregoing every Member shall, in particular, comply at all times with any code of professional conduct applicable to their class of membership prescribed and published by the Board of Trustees under the provisions of Bye-law 17.
19. Procedures for the conduct of disciplinary proceedings in respect of any complaint made against a Member of any action contrary or prejudicial to the aims, objects and interests of the Chartered Institute or of conduct unbecoming to a Member shall be prescribed by Regulations which shall include power to warn, reprimand, suspend or expel a Member and which shall conform to the principles of natural justice and the Board of Trustees may establish a disciplinary committee and such other committees as it sees fit for the conduct of such procedures
Termination of membership
20. Membership shall cease forthwith:
20.1 On receipt by the Chief Executive of notice in writing from the Member of their intention to resign provided that if a Member has been notified that an investigation into their conduct involving any grounds for disciplinary action is to be conducted in accordance with these Bye-laws or that consideration is being given to such an investigation, their resignation shall not prevent the Chartered Institute continuing with disciplinary action relating to conduct before the resignation takes effect.
20.2 If a Member is expelled for non-payment of their subscription or otherwise in accordance with Regulations made under Bye-law 19.
20.3 The Board of Trustees may reinstate any Member whose membership has been terminated for any reason and may cause reinstatement to be subject to previous compliance with such conditions as it may determine, including the payment of subscriptions in arrears and a re-registration fee.
Section 3: General meetings
21. The Board of Trustees may whenever it thinks fit convene a General Meeting. The Chief Executive shall convene a General Meeting within one calendar month of receiving a requisition from at least 50 Chartered Members (or, in the case of an Annual General Meeting, 20 Chartered Members), provided that the purpose for which the meeting is to be called is stated in the requisition. If the Chief Executive fails to convene the meeting within the prescribed period, the requisitionists may themselves convene the meeting provided that they shall do so within two calendar months and the meeting shall be held within three calendar months of the date of the requisition.
22. The Chartered Institute may but need not hold a General Meeting as an Annual General Meeting. If no Annual General Meeting is called, the business described in
Bye-law 23 shall instead be conducted at the Autumn Meeting of the General Assembly
23. The business of the Annual General Meeting shall be:
23.1 To receive and approve the minutes of the last Annual General Meeting
23.2 To receive the report of the Board of Trustees on its activities during the preceding year;
23.3 To receive the annual accounts and the auditors’ report thereon;
23.4 To appoint the auditors for the ensuing year;
23.5 To authorise the Board of Trustees to determine the remuneration of the auditors;
23.6 to transact any business brought forward by the Board of Trustees of which due notice has been given and to consider motions of which valid notice has been given in accordance with Regulations
Provided that no business other than that specified in the notice convening the meeting shall be transacted at that meeting.
24. At least twenty-one days’ notice in writing of every General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given) specifying the place, the day and the hour of the meeting and the nature of the business to be transacted shall be given to every Member. A General Meeting may be conducted in any manner which its Chair considers appropriate, including by electronic means, in correspondence or by telephone conference, and all members participating shall count towards the quorum and may cast a vote, including an electronic vote.
25. A motion of which notice is given to a General Meeting that proposes an alteration to the Charter or these Bye-laws shall be deemed to be a requirement for the Board of Trustees to consider the alteration and after consultation with the General Assembly and such other consultation as it considers appropriate to bring forward a recommendation in respect of the alteration to a subsequent General Meeting.
26. The Board of Trustees may make Regulations concerning the conduct of ballots of the Members. Any resolution that may be passed at a General Meeting by a simple majority of Chartered Members present and voting may be passed by a simple majority of those Chartered Members voting in favour of the resolution in a ballot; and any resolution that may be passed at a General Meeting by a three quarters majority of Chartered Members present and voting may be passed by a three quarters majority of those Chartered Members voting in favour of the resolution in a ballot.
27. In respect of any resolution as is referred to in Articles 14, 16 or 17 of the Charter, the Board of Trustees shall make arrangements either to hold a ballot of Chartered Members or to permit Chartered Members to vote by proxy or otherwise to cast their votes in advance of the General Meeting
Procedure at general meetings
28. No business shall be transacted at any General Meeting unless a quorum is present. Save as herein otherwise provided, twenty Chartered Members present in person shall constitute a quorum. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of Chartered Members, shall be dissolved but otherwise all business which, if a quorum had been constituted, could have been transacted at the meeting may forthwith be transacted on behalf of the Chartered Institute by the Board of Trustees and any business so transacted shall be deemed to have been transacted by the Chartered Members at the meeting.
29. Every Member shall be entitled to attend and speak at General Meetings but only Chartered Members shall have the right to vote.
30. At every General Meeting the chair shall be taken by the President. If the President is absent the chair shall be taken by the Vice-President, or the Immediate Past President in that order. If no member of the Presidential Team is present the Trustees present shall choose one of their number to take the chair and if no Trustees are present the Chartered Members present shall elect one of their number to take the chair.
31. Every Chartered Member present at a General Meeting shall have one vote.
32. At every General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the chair or by at least five Chartered Members and unless a poll is so demanded a declaration by the chair of the meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive and an entry to that effect in the minutes of the proceedings of the meeting shall be sufficient evidence of the fact so declared.
33. In the case of an equality of votes, the chair shall be entitled to a casting vote in addition to any other vote they may have
34. If a poll is demanded, it shall be taken at such time and place and in such manner as the chair of the meeting shall direct and the meeting may be adjourned for that purpose. The result of a poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded.
35. Unless the Charter otherwise provides, a resolution of a General Meeting shall require the approval of a simple majority of the Chartered Members present and voting
36. No objection shall be made to the validity of any vote at a meeting except at the meeting or poll at which the vote is tendered and every vote not disallowed at such meeting or poll shall be deemed valid. The chair of the meeting shall be the absolute judge of the validity of every vote tendered at a meeting or in a poll.
Section 4: General Assembly
37. There shall be a General Assembly of the Chartered Institute which shall:
37.1 Act as a forum for debate about the development of planning policy and practice, the corporate policy of the Chartered Institute and other issues relevant to the objects of the Chartered Institute
37.2 Elect Trustees in accordance with Bye-law 58 and fulfil such other functions as are conferred on it by these Bye-laws or Regulations
37.3 Replace any Trustee but only in accordance with Bye-law 66;
37.4 Respond to any matters on which it is consulted by the Board of Trustees in accordance with these Bye-laws
37.5 Fulfil such other functions as are conferred on it by these Bye-laws or by Regulations
37.6 Advise the Board of Trustees on such matters and undertake such other tasks as are referred to it by the Board of Trustees
38. The General Assembly shall comprise the following representatives of whom not less than two thirds shall be Chartered Members:
38.1 Twenty-eight Fellows and Ordinary Members elected by the Fellows and Ordinary Members;
38.2 Two Legal Members or Legal Associates elected by the Chartered Members and Legal Associates;
38.3 Two Associates elected by the Associates;
38.4 Six Licentiates or Students, elected by the Licentiates and Students;
38.5 The following number of Chartered Members representing Nations and Regions: (each of whom shall be elected by the Chartered Members in the Nation or Region which they represent
38.5.1 - One representative from each Region in England;
38.5.2 - Two representatives from Wales;
38.5.3 - One representative each from Northern Ireland and the Republic or Ireland
- Two representatives from Scotland
38.6 Any Trustee who is not a member of the General Assembly in another capacity.
39. The composition of the General Assembly may be altered or added to by Regulations made by the Board of Trustees after consultation with the General Assembly provided that not less than two thirds of the General Assembly representatives shall be Chartered Members.
40. A representative, other than a Trustee holding office by virtue of Bye-law 38.6, shall take up office on the first day of January following their election or appointment, shall hold office for a term of not more than two years and shall be eligible for reelection or re-appointment as provided in the Regulations
41. A person shall cease to be a General Assembly representative if they cease to be a Member in the class of membership by virtue of which they were elected or, being a Trustee within the provisions of Bye-law 38.6, ceases to be a Trustee. However, this paragraph shall not apply to any General Assembly representative who is a Licentiate, a Student or an Associate and who becomes a Chartered Member; and any Licentiate, Student or an Associate who is validly nominated for election to the General Assembly shall be eligible to stand for election and if elected shall be eligible to take office and to serve for the term for which they have been elected notwithstanding that in the meantime they shall have transferred from being a Licentiate, a Student or Associate, as the case may be, to being a Chartered Member.
42. The Board of Trustees shall promulgate Regulations for the election of representatives to the General Assembly, for the rotation of representatives with the intention that a representative, other than a Trustee holding office by virtue of Bye-Law 38.6, shall hold office for a term of two years and may stand for re-election and for the filling of casual vacancies.
43. There shall be an Autumn Meeting of the General Assembly and such other meetings in each year at such times and places as the Board of Trustees shall determine. A General Assembly Meeting may be conducted in any manner which its Chair considers appropriate, including by electronic means, in correspondence or by telephone conference, and all members participating shall count towards the quorum and may cast a vote, including an electronic vote.
44. The Board of Trustees shall promulgate Regulations for the convening of and proceedings at meetings of the General Assembly
45. At every meeting of the General Assembly the chair shall be taken by the President. If the President is absent the chair shall be taken by the Vice- President, or the Immediate Past President in that order. If no member of the Presidential Team is present the Trustees present shall choose one of their number to take the chair and if no Trustees are present the Chartered Members present shall elect one of their number to take the chair.
Officers of the Chartered Institute
46. The Chartered Institute shall have a President, a Vice-President, and an Immediate Past President, who shall be Chartered Members. The Chartered Institute shall have an Honorary Solicitor and Secretary, who shall be a Legal Member or a Legal Associate.
47. The Vice-President shall be elected by the Chartered Members in accordance with Regulations. To be eligible for election a candidate shall be a Chartered Member nominated with the support of at least six Chartered Members and must have held a Governance Role for at least a continuous period of one out of the last five years preceding their nomination.
48. Vice-Presidential elections shall be held annually in accordance with Regulations. A person elected as Vice-President shall serve for one term as Vice-President, and, in the absence of any reason to the contrary (which the Board of Trustees may in its absolute discretion determine) one term immediately following as President and one term immediately following as Immediate Past President. Subject to Bye-Law 49, each term shall run for approximately one year from the date of inauguration of one elected Vice-President until the date of inauguration of the next elected Vice-President in accordance with Regulations.
49. A vacancy in the post of President shall, in the absence of any reason to the contrary (which the Board of Trustees may in its absolute discretion determine) be filled by the next succeeding Vice-President. A Vice-President filling a vacancy in the post of President may, unless decided otherwise by resolution of the Chartered Members, then continue to serve for the term they would have served as President had the vacancy not arisen. The Board of Trustees may appoint a Chartered Member to fill a vacancy in the post of Vice-President and a person so appointed shall serve until the next elected Vice-President is inaugurated in accordance with Regulations, when they, if elected, may commence a new term as Vice-President. Otherwise, no person shall hold office as either President or Vice-President for two or more consecutive terms.
50. The Chair of the Board of Trustees shall be elected in accordance with Regulations from among the Chartered Members by the General Assembly for one term of three years and shall not be eligible for re-election. A casual vacancy in the role of the Chair of the Board of Trustees shall, in the absence of any reason to the contrary (which the Board of Trustees may in its absolute discretion determine) be filled by the Vice Chair of the Board of Trustees who shall hold office for the residue of the term of the Chair of the Board of Trustees whose vacancy they have been appointed to fill. If there are vacancies in the posts of both Chair and Vice Chair of
the Board of Trustees at the same time, the Board of Trustees may appoint the Chair from amongst the Chartered Members of the Board of Trustees to hold office for the residue of the term of the Chair of the Board of Trustees whose vacancy they have been appointed to fill. In such a case, the Chartered Trustee with the most votes of Trustees present and voting at a duly convened meeting of the Board of Trustees shall be appointed.
51. The Board of Trustees shall annually elect one of their number to the role of Vice Chair of the Board.
52. The Honorary Solicitor and Secretary shall be elected by the General Assembly for a term of three years in accordance with Regulations and shall be eligible for re-election for a maximum of one further term of three years, extendable in exceptional circumstances by decision of the Board of Trustees.
53. Any member of the Board of Trustees shall vacate office if they are disqualified from holding office as a Trustee under the provisions of Bye-law 65.
54. If a casual vacancy arises amongst the Immediate Past President and/or the Honorary Solicitor and Secretary positions, the Board of Trustees may fill the vacancy by appointing a person who would be qualified to be elected to the office in question. A person so appointed shall hold office for the residue of the term of the Honorary Solicitor & Secretary and Immediate Past President position whose vacancy they have been appointed to fill
55. The Board of Trustees shall promulgate Regulations for the nomination and election of the Vice-President of the Chartered Institute and the Honorary Solicitor and Secretary, which shall comply with principles of fairness and natural justice.
Chief Executive
56. The Board of Trustees shall appoint a Chief Executive by such process and upon such terms and conditions as the Board of Trustees may think fit provided such terms and conditions shall comply with principles of fairness and natural justice. The Chief Executive shall be the chief permanent officer of the Chartered Institute and shall be responsible to the Board of Trustees for the orderly and proper conduct of all the affairs of the Chartered Institute including the appointment and management of employees and the control of finances.
Section 5: Board of Trustees
57. The management of the affairs of the Chartered Institute shall be vested in the Board of Trustees which, in addition to the powers and authority expressly conferred on it by these Bye-laws or otherwise, may in respect of the affairs of the Chartered Institute exercise all such powers and do all such things as may lead to the furtherance of the objects of the Chartered Institute including all such powers and things as may be exercised or done by the Chartered Institute and are not by these Bye-laws expressly directed or required to be exercised or done by the General Assembly or by the Chartered Institute in General Meeting.
Composition
58. The Board of Trustees shall consist of:
58.1 The Chair elected in accordance with Bye-Law 50;
58.2 The President of the Chartered Institute;
58.3 The Honorary Solicitor and Secretary; elected in accordance with Bye-Law 52
58.4 Elected Trustees who shall comprise of:
58.4.1 - Up to five Chartered Members elected by the General Assembly:
58.4.2 - One Chartered Member who lives or works mainly in England, elected by the General Assembly to represent the English Regions
58.4.3 - One Chartered Member who lives or works mainly in Ireland, Scotland, Wales or Northern Ireland elected by the General Assembly to represent the Nations:
58.4.4 - One Young Planner elected by the General Assembly: and
58.4.5 - Up to two individuals appointed by the Board of Trustees as Co-opted Trustees for such renewable terms as the Board of Trustees may determine.
59. Elected Trustees shall be elected in accordance with Regulations for terms of three years starting on the first day of January following their election
60. An elected Trustee who has been in office for two consecutive terms of three years shall not be eligible for re-election as an elected Trustee until they have been out of office for at least one year. If less than one year after completing a term in office as an elected Trustee an individual becomes a Trustee in a role other than an elected Trustee , the maximum period they may serve as a Trustee is nine years in total, after which they shall not be eligible for election as an elected Trustee or to a role that would result in them being a Trustee until they have been out of office for at least one year.
61. The President shall cease to be a Trustee at the end of their year in office as the President and shall be required to remain out of office for at least two years before they can take office again as a Trustee except that they shall not be prevented from standing for election as a Trustee during their second year out of office in respect of serving as a Trustee in the subsequent year.
62. If a casual vacancy arises among the elected Trustees, the Board of Trustees may appoint a Chartered Member to fill such vacancy. A Chartered Member so appointed shall hold office for the residue of the term of the Trustee whose vacancy they have been appointed to fill.
63. The Vice-President and the Immediate Past President of the Chartered Institute may not serve as a Trustee of the Chartered Institute in any capacity while they are Vice-President or Immediate Past President, as the case may be, but during that period they may be invited by the Board of Trustees to attend meetings of the Board of Trustees as observers.
64. The Board of Trustees shall promulgate Regulations for the nomination and election of Trustees
Termination of office
65. A Trustee shall vacate office and cease to be a member of the Board of Trustees if they:
65.1 Being a Trustee holding office under Bye-laws 58.4.1, 58.4.2 or 58.4.3, cease to be a Chartered Member;
65.2 Being a Trustee holding office under Bye-laws 58.4.1, 58.4.2 or 58.4.3, are suspended from membership
65.3 Being a Trustee holding office under Bye-law 58.4.4, cease to be either a Chartered Member, Licentiate or Student or are suspended from being a Chartered Member, Licentiate or Student
65.4 Are absent from four consecutive meetings of the Board of Trustees without the consent of the Board of Trustees and the Trustees resolve that their office be vacated
65.5 Become bankrupt or make any arrangement or composition with their creditors
65.6 Are removed by resolution of the General Assembly made in accordance with Byelaw 66;
65.7 Become incapable by reason of mental disorder;
65.8 Become prohibited by law from being a Trustee;
65.9 Being a Trustee by virtue of being the Honorary Solicitor and Secretary, President, or Chair, leave that role.
66. The General Assembly may resolve to remove a Trustee from office provided that:
66.1 Written notice of the resolution signed by at least five General Assembly representatives and specifying the circumstances alleged to justify removal is delivered to the Chief Executive at least thirty-five clear days before the date of the meeting of the General Assembly;
66.2 Notice of the resolution is given to all the General Assembly representatives at least fourteen clear days before the date of the meeting.
66.3 The Trustee concerned is offered a reasonable opportunity of being duly heard which may be an oral hearing or a hearing on the basis of written representations to the General Assembly;
66.4 The resolution is passed by a majority of three quarters of those General Assembly representatives present and voting at the meeting
Proceedings of the Board of Trustees
67. The Board of Trustees may meet together for the despatch of business and adjourn or otherwise regulate its meetings and proceedings as it thinks fit and may hold meetings in person or by suitable electronic or other means agreed between the Trustees in which all participants may communicate simultaneously with all other participants
68. The quorum for the transaction of the business of the Board of Trustees shall be three or one third of the Trustees whichever is the greater.
69. At every meeting of the Board of Trustees the chair shall be taken by the elected Chair of the Board. If they are absent the chair shall be taken by the Vice Chair. If neither the Chair nor the Vice Chair is present, the Trustees present shall choose one of their number to take the chair
70. Every question at meetings of the Board of Trustees shall be determined by a majority of the votes of the Trustees present and voting at the meeting and if there is an equality of votes the chair of the meeting shall have a second or casting vote
71. A resolution in writing sent to all the Trustees entitled to receive notice of a meeting of the Trustees and approved by the signature (including by way of electronic signature) of a majority of the Trustees shall be as valid and effectual as if it had been passed at a meeting of the Board of Trustees duly convened and held and may consist of several documents in the like form each signed by one or more Trustees.
72. The Board of Trustees may act and exercise all its powers notwithstanding that vacancies for the time being remain unfilled.
73. All acts done by any meeting of the Board of Trustees or by any committee appointed by the Board of Trustees under these Bye-laws shall, notwithstanding that it shall afterwards be discovered that there were defects in the appointment of all or any of the Trustees or of the members of such committee or that they were disqualified from holding office or had vacated office, be as valid as if every such Trustee or committee member had been duly appointed
74. The Board of Trustees may invite any person to attend any of its meetings for such purposes as it may consider necessary, but no such person may vote upon any matter coming before the meeting.
Trustee interests and management of Conflicts of Interests Declaration of Interests
75. A Trustee must declare the nature and extent of:
75.1 Any direct or indirect interest which they have in a proposed transaction or arrangement with the Chartered Institute; and
75.2 Any duty or any direct or indirect interest which they have which conflicts or may conflict with the interests of the Chartered Institute or their duties to the Chartered Institute.
Participation in decision-making
76. If a Trustee’s interest or duty cannot reasonably be regarded as likely to give rise to a conflict of interest or a conflict of duties with or in respect of the Chartered Institute, they are entitled to participate in the decision-making process, to be counted in the quorum and to vote in relation to the matter. Any uncertainty about whether a Trustee’s interest or duty is likely to give rise to a conflict shall be determined by a majority decision of the other Trustees taking part in the decision-making process.
77. If a Trustee’s interest or duty gives rise (or could reasonably be regarded as likely to give rise) to a conflict of interest or a conflict of duties with or in respect of the Chartered Institute, they may participate in the decision-making process and may be counted in the quorum and vote unless:
77.1 The decision could result in the Trustee or any person who is Connected with them receiving a benefit other than:
77.1.1 - Any benefit received in their capacity as a beneficiary of the Chartered Institute, and which is available generally to the beneficiaries of the Chartered Institute;
77.1.2 - The payment of premiums in respect of indemnity insurance effected in accordance with Clause 4(e) of the Charter;
77.1.3 - Payment under the indemnity set out at Bye-law 105; and
77.1.4 - Reimbursement of expenses in accordance with Clause 4(d) of the Charter;
77.1.5 - (Except as prohibited by Clause 4(b) of the Charter) a majority of the other Trustees participating in the decision-making process decide to the contrary, in which case they must comply with Bye-law 78.
78. If a Trustee with a conflict of interest or conflict of duties is required to comply with this Bye-law 77, they must:
78.1 Take part in the decision-making process only to such extent as in the view of the other Trustees is necessary to inform the debate;
78.2 Not be counted in the quorum for that part of the process; and
78.3 Withdraw during the vote and have no vote on the matter.
Continuing duties to the Chartered Institute
79. Where a Trustee or person Connected with them has a conflict of interest or conflict of duties and the Trustee has complied with their obligations under these Bye-laws in respect of that conflict:
79.1 The Trustee shall not be in breach of their duties to the Chartered Institute by withholding confidential information from the Chartered Institute if to disclose it would result in a breach of any other duty or obligation of confidence owed by them; and
79.2 The Trustee shall not be accountable to the Chartered Institute for any benefit expressly permitted under these Bye-laws which they or any person Connected with them derives from any matter or from any office, employment or position.
Power to make regulations
80. The Board of Trustees may make, repeal or alter Regulations as to the management of the Chartered Institute and its affairs, as to the conduct of business of the Chartered Institute, the General Assembly, the Board of Trustees and any committee of the Chartered Institute, as to the conduct of business of any Nation, Region or Network, as to the duties of any officers or employees of the Chartered Institute and as to any other matter or thing within the powers or under the control of the Board of Trustees provided that such Regulations shall not be inconsistent with the Charter or these Bye-laws or principles of fairness or natural justice and provided also that the Trustees shall consult with and take into account the view of members of the General Assembly before making any change of substance to any Regulation.
Committees and panels
81. The Chartered Institute shall have an audit committee and such other standing and other committees and panels, including executive committees for Scotland, Wales, Northern Ireland and Ireland, as the Board of Trustees may from time to time determine.
82. The composition and terms of reference of every committee and Panel shall be entirely at the discretion of the Board of Trustees (although the Board of Trustees may allow a committee or Panel to make co-options up to a specified number).
83. The Board of Trustees may delegate to any Standing or other committee or Panel such of its functions, duties and responsibilities and the implementation of any of its resolutions as the Board of Trustees may from time to time think fit.
84. The meetings and proceedings of any Standing or other committee or Panel shall be governed by the Bye-laws and Regulations regulating the meetings and proceedings of the Board of Trustees so far as the same are applicable and not superseded by any other Regulations.
Section 6: Nations, regions, and networks
85. Subject to the provisions of Bye-law 86, the power granted by the Charter to promote, form or dissolve Nations, Regions and Networks of the Chartered Institute shall be exercised by the Board of Trustees and the Board of Trustees may from time to time make or vary Regulations prescribing the area, constitution, functions, financing and procedures of every Nation, Region or Network
86. Before exercising its power to dissolve any such Nation, Region or Network and before exercising its power to make or vary Regulations, whether in respect of all Nations, Regions or Networks or of any particular one, the Board of Trustees shall first consult those who will be affected
Section 7: Finance
Audit, accounts and reports
87. The Board of Trustees shall cause such books of account to be kept as are necessary to give a true and fair view of the affairs of the Chartered Institute.
88. At each Autumn Meeting of the General Assembly (or at each Annual General Meeting if called pursuant to Bye-law 21) an auditor or auditors shall be appointed by the Chartered Members present to hold office until the next Autumn Meeting of the General Assembly. No person shall be appointed auditor who is a Member or officer or employee of the Chartered Institute nor unless they are qualified for appointment as auditor of a company (other than an exempt private company) under the provisions of the Companies Act 2006 or any statutory re-enactment or modification thereof.
89. The Board of Trustees shall comply with the requirements of the Charities Act 2011 (or any statutory re-enactment or modification thereof) as to the keeping of financial records, the audit or examination of accounts and the preparation and submission to the Charity Commission of:
89.1 Annual Reports
89.2 Annual Returns
89.3 Annual Statement of Accounts
Investment management
90. The Board of Trustees may delegate to one or more investment managers, for such period and upon such terms as it may think fit, power at the discretion of the investment manager to buy and sell investments on behalf of the Chartered Institute. Where the Board of Trustees makes such a delegation, it shall ensure that the investment manager is given clear instructions as to investment policy and shall review such delegation at least biennially
91. Except to the extent that the Board of Trustees has exercised its powers of delegation, the Board of Trustees shall arrange that the investments are kept under review by one or more professional advisers who shall be required to inform the Board of Trustees promptly about any changes in investments which appear to them to be desirable.
92. Without prejudice to any of its powers, the Board of Trustees may, if it thinks fit, invest in the name of or under the control of any corporation or corporations as nominees of the Chartered Institute the whole or such part of the investments and income arising from those investments as the Board of Trustees may determine.
93. The Board of Trustees may pay reasonable remuneration to any investment managers, independent professional advisers or nominees for services rendered under the above provision.
Expenses
94. Trustees, members of the General Assembly and members of any Standing or other committee/panel of the Chartered Institute shall be paid out of the funds of the Chartered Institute all reasonable out of pocket expenses properly and necessarily incurred by them on behalf of the Chartered Institute.
Section 8: Miscellaneous
Seal
95. The seal of the Chartered Institute shall only be used by the authority of the Board of Trustees or of a committee of the Board of Trustees authorised by the Board of Trustees. The Board of Trustees may determine who shall sign any instrument to which this seal is affixed and unless otherwise so determined, it shall be signed by a Trustee and by the Chief Executive or by a second Trustee
Service of Notice
96. The Chartered Institute may give a notice and deliver any document or information to any person either:
96.1 Personally;
96.2 By sending it by post in a prepaid envelope;
96.3 By leaving it at their address;
96.4 By email (subject to Bye-law 100);
96.5 Displaying on the Chartered Institute’s website; or
96.6 By placing it in such journal as is from time to time published by the Chartered Institute and delivered to Members.
97. Notices, documents and information under Bye-law 96 may be sent:
97.1 To an address which that person has given the Chartered Institute
97.2 To the last known home or business address of the person to be served; or
97.3 To that person's address in the Chartered Institute's register of members
98. Proof that an envelope containing a notice, document or information was properly addressed prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted.
99. A copy of the notification from the system used by the Chartered Institute to send emails, that the email has been sent to the recipient’s email address, will be conclusive evidence that the notice, document or information was sent and such notice, document or information will be deemed to have been delivered 24 hours after it was sent.
100. Every Member who supplies to the Chartered Institute an email address is deemed to have agreed to receive notices at that email address unless they have notified the Chartered Institute in writing that they do not so agree
101. In the case of any notice, document or information given by placing it on the
Chartered Institute’s website, the Chartered Institute shall notify the recipient in accordance with Bye-laws 96 (the “Notification”) and the notice, document or information placed on the Chartered Institute’s website shall be deemed given when the Notification is deemed given under Bye-laws 98 and 99 or, if later, when the material was first made available on the website.
102. The Board of Trustees may make Regulations to define other acceptable methods of delivering notices, documents or information
103. A person present at any meeting of the Chartered Institute shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
104. Any accidental omission to give notice of any meeting to or the non-receipt of such notice by any Member or other person entitled to receive notice shall not invalidate the proceedings at any meeting to be held under the provisions of these Bye-laws or the Regulations.
Indemnity
105. Every Trustee, Member, officer or employee of the Chartered Institute carrying out the proper business of the Chartered Institute shall be indemnified by the Chartered Institute against all costs, losses and expenses which any such person may incur or become liable to by reason of any contract entered into or act or thing done or omitted to be done by them as such Trustee, Member, officer, or employee or in any other way in the proper discharge of their duty.
Transitional provisions
106. In Bye-laws 106 to 110, the “Amendments” means the amendments made to these Byelaws approved at a General Meeting of the Chartered Institute on [date] and approved by the Privy Council on [date] and the amendments made to the Regulations of the Chartered Institute approved at a General Meeting of the Chartered Institute on [date].
107. Any complaints or allegations that came to the attention of the Chartered Institute before the date of implementation of the Amendments shall be dealt with under the provisions of the Bye-Laws, and Regulations in force at the time when the matter came to the attention of the Chartered Institute. For such purposes those former provisions of the Bye-Laws and Regulations shall remain applicable until the conclusion of any case arising from the complaint or allegation in question.
108. The Amendments shall not invalidate anything done by the Trustees, Committees or General Assembly before the Amendments came into effect. The new provisions relating to the appointment of the Trustees; Chair; Vice President; Honorary Solicitor and Secretary; Young Planner Trustee; Trustee for the Nations; Trustee for the Regions will become applicable after their adoption and approval from the Privy Council
109. Those members of the Board of Trustees in office immediately before the Amendments have effect and who were in office by virtue of their being appointed as the Honorary Treasurer, the Trustee for Scotland, the Trustee for the Nations and Regions and one of the other appointed Trustees (to be selected by the Board of Trustees), shall continue to serve in their position as Trustees until the expiry of their existing term of office as Trustees or in the case of the Honorary Treasurer until such time as the Board of Trustees decides, and will not be eligible for re-election to those positions.
110. Bye-Law 60 which states that an individual cannot serve as a member of the Board of Trustees for a total of more than nine years in certain circumstances has effect so that those nine years includes any period already served by the existing Trustees at the time when the Amendments came into effect.