ELIZABETH THE SECOND
by the Grace of God, of the United Kingdom of Great Britain andNorthern Ireland and of Our other Realms and Territories Queen,
Head of the Commonwealth, Defender of the Faith:

TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING!

WHEREAS an humble Petition has been presented unto Us by the Company
incorporated in the year of our Lord One thousand nine hundred and twenty–twounder the Companies Acts and known as “The Institute of Quality Assurance”(hereinafter called the “Company”) praying for the grant of a Charter ofIncorporation:
AND WHEREAS We have taken the said Petition into Our Royal Consideration
and are minded to accede thereto:
NOW THEREFORE KNOW YE that We, by virtue of Our Prerogative Royal andof Our especial grace, certain knowledge and mere motion have willed and ordained
and by these Presents for Us, Our Heirs and Successors do will and ordain as follows:1.

The persons who are now the members of the Company and all such persons as
shall hereafter pursuant to this Our Charter and the Bye-laws become membersof the Body Corporate hereby constituted and their successors, shall for everhereafter be by virtue of these Presents one Body Corporate and Politic by thename of “The Chartered Quality Institute” (hereinafter referred to as the“Institute”) and by the same name shall have perpetual succession and a
Common Seal, with power to break, alter and make anew the said Seal fromtime to time at their will and pleasure and by the same name shall, and may, sueand be sued in all Courts, and in all manner of actions and suits and shall havepower to do all other matters and things incidental or appertaining to a Body
Corporate.

2. The objects of the Institute (hereinafter referred to as “the objects”) shall be forthe benefit of the public to advance education in, knowledge of, and the practiceof, quality in industry, commerce, the public service, and the voluntary sector.
3.

In pursuance of the objects, but not further or otherwise, the Institute shallhave the following powers:(a)

To conduct or promote the conduct of research, including scientificinvestigation and other methods of expanding knowledge, to publish theuseful results of such research, and to provide facilities for study, researchand education;(b)

To promote the competitiveness of industry and commerce nationally andinternationally, and the efficiency and effectiveness of public and voluntary
service, by the advancement of quality management practices andtechniques;(c)

To promote education, training, qualification and continuing professional
development in quality and to institute, establish or accredit educational
and training courses, and to confer scholarships, grants, awards and prizes;(d)

To prescribe standards of education, training and experience in quality andto hold or cause to be held examinations and other tests, and to award or
promote the award of certificates and diplomas: PROVIDED that no suchcertificate or diploma shall purport to be issued by or under government
authority, or purport to be a national qualification, without the priorapproval of, or accreditation by, the appropriate Department of Our
Government and/or the appropriate devolved administration, or theappropriate regulatory body for qualifications;
(e)

(f)
(g)

(h)

(i)

(o)

To take over and acquire all the property and assets of the Company and toassume the obligations of the Company and to do all such acts and things
as may be incidental thereto;(p)

To seek and accept (or disclaim) any subscription, gift, donation or legacy,
property or other asset;(q)

To deal in any way with promissory notes, bills of exchange and other
instruments of any kind, whether or not transferable, and to operate bankaccounts in the name of the Institute;(r)

To establish and maintain libraries and collections, and provide publicaccess to them, and to collect information whether or not on a basis
restricted by agreement with the provider thereof;

To carry on trade in furtherance of the objects or for purposes ancillary or
incidental thereto and to establish trading and other subsidiary companies;(s)

To hold, or promote the holding of, or co-operate in the arranging of,lectures, meetings, conferences, exhibitions and other events and topromote the reading of learned papers;

Subject to such consents as may be required by law, to borrow money andto obtain any form of credit or finance, whether on the security of any or
all of the property of the Institute, or without security;(t)

To publish, produce and distribute or assist in the publication, production
or distribution of films, recordings, and any form of written, printed orelectronic communication and to advertise in any manner expedient forthe objects;

To appoint and delegate powers to investment managers, and to invest thefunds of the Institute not immediately required for its purposes in suchmanner as may be prescribed by or under the Bye-laws;(u)

To accept and secure the discharge of obligations and liabilities and toinsure the Institute against any liability or eventuality;(v)

To make arrangements for the carrying on of the work of the Institute andfor such purpose to engage and provide in whole or in part for the salaries,
pensions, superannuation, insurance and gratuities for employees or former
employees of the Institute or the Company and their widows, widowers
and dependants;

To co-operate with any authority or organisation in the establishment of,and recognition of achievement against, national or international
professional standards of competence and achievement in the field ofquality, and to seek or maintain accreditation by any authority in Our
United Kingdom or elsewhere;
To maintain registers of members, of other practitioners in the relevant
field, and of bodies and activities;(j)

To encourage the undertaking of voluntary work in the interests of theInstitute;(k)

To consult or co-operate with any authority, institution or other bodywithin Our United Kingdom or elsewhere;(l)

To establish, regulate and dissolve local branches or other sub-divisions of
the Institute and special interest or other groups;(m) To acquire, construct, alter, equip, maintain or manage any building,lecture hall, library, or office and to acquire or dispose of any land for the
purposes of the Institute, and to insure any building or other premises
owned or occupied by the Institute;(n)required by law, to sell, let, mortgage, dispose of or turn to account all or
any of the property or assets of the Institute;

To purchase, take on lease or licence, borrow, hire or otherwise acquire
any real or personal property and, subject to such consents as may be(w) To indemnify, and to provide indemnity insurance in respect of, any
member or members of the governing Board of the Institute (hereinafter
called “the Board”) for any liability which would otherwise attach to themfor negligence, default or breach of trust or duty; provided that suchinsurance shall not extend to any claim arising from any act or omission
which the member or members knew to be a breach of trust or duty or
which was committed in reckless disregard of whether it was a breach oftrust or duty, nor to the costs of an unsuccessful defence to a criminal
prosecution brought against members of the Board in their capacity as
trustees;(x)To make charitable donations and to undertake and carry out any
charitable trusts or agencies;(y)

To procure that, subject to the laws of the country concerned, theInstitute be registered or recognised in any part of the world;(z)

To establish and support, or aid in the establishment and support of, or
become a member of, any organisation, association, institute or bodyhaving objects similar to those of the Institute and to subscribe or
guarantee money for purposes calculated to further its objects;

of interest at a rate not exceeding a reasonable and proper rate on money
lent or reasonable and proper rent for premises demised or let by any
member of the Institute;(c)of reasonable out of pocket expenses to any member of the Board;(d)of reasonable and proper premiums in respect of indemnity insurance
effected in accordance with article 3(w) above.

5.

In this Our Charter, unless the context otherwise requires, “members” means
the members of the Institute. The Bye-laws shall specify, or provide for the
specification of, the categories of membership of the Institute and shall regulate,or provide for the regulation of, all matters relating to the admission, rights andprivileges, and discipline of members.

6.

(a)

There shall be a President of the Institute, who may or may not be amember of the Institute.

(b)

There shall be such officers of the Institute as the Bye-laws may from time
to time prescribe or authorise and they shall have such powers and duties
and such periods of office and shall be appointed in such manner as may
be prescribed by or in accordance with the Bye-laws.

(a)There shall be a governing Board of the Institute in which shall be vested
the government and control of the Institute and its affairs, subject to theprovisions of this Our Charter, the Bye-laws and the Regulations of theInstitute.

(bb) To do such other lawful acts and things (including the promotion of a Billor Bills in Parliament), whether incidental to the powers aforesaid or not,as may be requisite in order to further the objects.

(b)

The first members of the Board shall be the persons whose names are set
forth as such in the First Schedule to this Our Charter and they shallcontinue in office for such period or respective periods as shall beprescribed by or in accordance with the Bye-laws.

The income and property of the Institute shall be applied solely towards thepromotion of the objects as set forth in this Our Charter as amended or added toin the manner hereinafter provided and shall not be paid or transferred directly or
indirectly by way of dividend, bonus or otherwise howsoever by way of profit to
its members, or to any member of the Board provided that nothing hereincontained shall prevent the payment in good faith by the Institute:(c)

The successors to the first members of the Board shall be such persons
with such qualifications and shall be appointed in such manner and shallhold office for such period and on such terms generally as shall beprescribed by or in accordance with the Bye-laws.

(d)

The business of the Board shall be conducted in such manner as shall beprescribed by or in accordance with the Bye-laws.

(aa) To enter into, and to give effect to, agreements or arrangements of any
kind with charitable or other institutions whose objects are not repugnant
to this Our Charter whereby:(i)

activities shall be carried on in co-operation;(ii)

any such institution shall be or become incorporated in, federated oraffiliated to, associated with or recognised for any purpose by theInstitute, or the Institute shall become affiliated to, associated with orrecognised for any purpose by, any such institution:

Provided that no incorporation of the Institute in any other institution andno incorporation of any other institution (except the Company) in theInstitute shall be effected without the approval of the Lords of Our Most
Honourable Privy Council of which approval a Certificate under the handof the Clerk of Our said Privy Council shall be conclusive evidence; and

4.

(b)

(a)

of reasonable and proper remuneration to any member, officer or servantof the Institute (not being a member of the Board) in return for any
services actually rendered to the Institute;

7.

8.

There shall be an advisory Council of the Institute constituted in accordance
with, and having such powers and functions as may be specified in, the Bye-laws
or Regulations made thereunder.

9.

(a)

The Bye-laws may, subject to the provisions of this Our Charter, governsuch matters as the Institute may deem fit with respect to or for thegovernment of the Institute and the promotion of the objects.

(b)

The Bye-laws set out in the Second Schedule hereto shall be the first Byelaws of the Institute.

10. The members may by Special Resolution revoke, amend or add to the Bye-laws
for the time being in force; but no such revocation, amendment or addition
shall have effect until approved by the Lords of Our Most Honourable Privy
Council of which approval a Certificate under the hand of the Clerk of Our
said Privy Council shall be conclusive evidence.
11. The Bye-laws may direct that any matter which pursuant to this Our Charter
may be prescribed or regulated in the Bye-laws may be further prescribed or
regulated by Regulations; provided that any such further prescription or
regulation shall not be repugnant to the provisions of this Our Charter or the
Bye-laws. Regulations shall be made, and may be amended or repealed, byresolution of the Board.
12. The members may at any time revoke, amend or add to any of the provisions of
this Our Charter by a Special Resolution in that behalf and such revocation,
amendment or addition shall when allowed by Us, Our Heirs or Successors in
Council become effectual so that this Our Charter shall thenceforward continue
and operate as revoked, amended or added to. This Article shall apply to thisOur Charter as revoked, amended or added to in manner aforesaid.
13. The members may at any time by Special Resolution determine to surrender
this Our Charter subject to the sanction of Us, Our Heirs or Successors in
Council and upon such terms as We or They may consider fit and wind up orotherwise deal with the affairs of the Institute in such manner as shall be
determined by such Special Resolution or in default of such direction as theBoard shall think expedient having due regard to the liabilities of the Institutefor the time being, and if, on the winding up or the dissolution of the Institute,
there shall remain, after the satisfaction of all its debts and liabilities, any property
whatsoever, the same shall not be paid or distributed among the members or
any of them but shall, subject to any special trusts affecting the same, be given

and transferred to some other charitable body, with objects similar to those of
the Institute and whose constitution restricts the distribution of property to thesame or greater extent as this Our Charter, to be determined by the Board at or
before the time of dissolution.
14. For the purposes of this Our Charter a “Special Resolution” means a resolution
passed at a General Meeting of the members convened and held in accordancewith the Bye-laws and Regulations and passed by not less than two-thirds of themembers present and entitled to vote (personally or, if provided for in
Regulations, by proxy) and voting at the Meeting.
15. The Arms, Crest and Supporters granted and assigned unto the Company by
Letters Patent under the hands and seals of Garter, Clarenceux and Norroy and
Ulster Kings of Arms bearing the date the Eleventh day of May 1978 shall betransferred unto the Institute on the date on which this Our Charter shall takeeffect, and We do hereby give and grant unto the Institute Our Royal Licenseand Authority that it may thenceforth bear and use the said Armorial Ensigns
according to the Laws of Arms, the said transfer being first recorded in Our
College of Arms, otherwise this Our License and Permission to be void and of
no effect.
16. In any case of conflict, the provisions of this Our Charter shall prevail over thoseof the Bye-laws and Regulations, and the provisions of the Bye-laws shall prevailover those of the Regulations.
17. Our Royal Will and Pleasure is that this Our Charter shall ever be construed
benevolently and in every case most favourably to the Institute and thepromotion of the objects.

IN WITNESS whereof We have caused these Our Letters to be made Patent.
WITNESS Ourself at Westminster the twenty-third day of Novemberin the fifty-fifth year of Our Reign.

BY WARRANT UNDER THE QUEEN’S SIGN MANUAL
ALLAN

THE FIRST SCHEDULE
THE FIRST PRESIDENT OF THE INSTITUTE
Sir David Martin Brown

THE FIRST MEMBERS OF THE BOARD
Jim Speirs – Chairman of the Board

John Davies

Elizabeth Margaret RooneyJohn Linley Wilson – Honorary Treasurer

Colin Anthony Head

Roy Thomas Rose

Peter Bennett

David Charles Naylor

Reginald Thompson Sanlon

At the Council Chamber, Whitehall
THE 15 DAY OF JULY 2015
BY THE LORDS OF HER MAJESTY’S MOST HONOURABLE
PRIVY COUNCIL

The Privy Council has approved the revised Bye-laws of The Chartered Quality Institute as set out in the Schedule to this Order.
Richard Tilbrook_________________________SCHEDULE
REVISED BYE-LAWS OF THE CHARTERED QUALITY INSTITUTE
DEFINITIONS
1.
In these Bye-laws and the Regulations, except where thecontext otherwise requires:(a) “Bye-laws” means these Bye-laws as amended from time totime;(b) “Charter” means the Charter to which the Bye-laws arescheduled, as revoked, amended or added to from time to time, andall Supplemental Charters of the Institute for the time being in force;(c) “Company” means the Company limited by guarantee
incorporated on 10th November
1922 called The Institute of Quality Assurance, now called The
Chartered Quality Institute;(d)“Council” means the advisory Council of the Institute;(e) “Director General” means the chief executive officer of theInstitute by whatever title known;(f) “Honorary Treasurer” means the Honorary Treasurer of theInstitute;(g) “Institute” means The Chartered Quality Institute constitutedby the Charter;(h) “in writing” and “written” includes all modes of representing
or reproducing words in a visible form;(i) “Laws of the Institute” means the Charter, these Bye-laws, theRegulations and all codes and other forms of regulatory provision
made by the Institute;(j) “meeting” in relation to a meeting of the Board includes ameeting other than a physical meeting;(k) “member” means a member of the Institute in any class or
category;(l) “Member” means a person in the category of Member of theInstitute;(m) “month” means calendar month;(n) “notice” includes any paper or document of any kind which amember may be entitled to have served upon him;(o)“office” means the main office of the Institute;

MEMBERSHIP OF THE INSTITUTE(p)“President” means the President of the Institute;3.

(q) “Regulations” means regulations made by the Board under theCharter or Bye-laws;(r)

The following shall be members of the Institute:(a) persons who are members of the Company at the date these
Bye-laws first come into force and effect;“Seal” means the Common Seal of the Institute;(s) “voting member” means a member entitled under the Byelaws to vote at a general meeting of the Institute, and “non-voting
member” shall be construed accordingly;(t) words importing the masculine gender shall include thefeminine and words in the singular shall include the plural andwords in the plural shall include the singular;(u) words importing persons shall include corporations and“corporation” shall include unincorporated associations;(v) any reference to an enactment includes that enactment as
replaced or modified.
2.
Any words and terms defined in the Charter shall, unless thecontext otherwise requires, have a corresponding meaning in these
Bye-laws and the Regulations.

(b) persons who are admitted as members under the Charter and
Bye-laws;
and membership shall be personal and shall not be transferable byact of the member or by operation of the law.
4.

There shall be the following classes of membership:(a)

Voting members in the following categories:

Chartered Quality Professionals of which there are the following
grades:Fellows – being persons who have been Chartered Quality
Professionals at the Member grade for a minimum of two
continuous years and demonstrate to the satisfaction of the Board an
outstanding contribution to quality;
Members – being persons who have successfully completed theInstitute’s assessment processes and therefore have demonstrated
degree-level knowledge in quality, and the required skills,
experience and behaviours

Together with the equivalent retired grades as identified byRegulations.
(b)

Non-voting members in the following categories:

Honorary Fellows – being persons considered by the Board to havefurthered the objectives of Institute;Affiliates – being persons interested in furthering the objectives of
the Institute;Students – being persons admitted to this category by virtue of
undergoing full or part time education considered by the Board to becapable of leading to admission to voting membership of theInstitute;and such other categories of non-voting members as may be
determined in Regulations.
5.
Subject to the Bye-laws, the Board may by Regulation
determine additional terms and conditions of admission to, retentionof, transfer within, exclusion from, and re-admittance to,membership of the Institute and the provisions of Bye-law 4 andsuch additional terms and conditions shall be binding as well upon
those who were members of the Company as those who may be
admitted after the incorporation of the Institute under the Charter.
6.
The members shall be entitled to use the following designatory
initials:

Fellow – “CQP FCQI”
Member – “CQP MCQI”
Honorary Fellow – “Hon FCQI”
7.(a) Those members who hold the Institute's Diploma in Quality(being the qualification recognised by the Qualifications andCurriculum Authority (“QCA”) as the “Diploma in Quality(Assurance and Management)” and any successor diploma
recognised by the QCA or its successor body) may use the letters“DipQ”.
(b) The Board may by Regulation establish specialist Registers toreflect different areas of competence within the quality profession.
The Board may by regulation determine the terms and conditions ofadmission to, retention in, transfer within, exclusion from, andreadmittance to the Register and such terms shall be binding as wellon those who were admitted to the Register under the Memorandum
and Articles of the Company as those admitted after theincorporation of the Institute under the Charter.
(c) Chartered Quality Professionals are required to record
Continuing Professional Development (CPD) in a manner prescribedby the Institute to maintain their membership grade.
(d) Other privileges, including the right to membership orpractising certificates or to use designations other than any which
include the word “chartered”, may be conferred on members byRegulations.
8.
The Board shall have power by Regulation to prescribe theannual or other subscriptions, entrance fees or other payments

related to admission to, or retention of, membership of the Institute.
Every member other than an Honorary Fellow shall pay
subscriptions in accordance with Regulations and shall not be
entitled to any benefit or privilege of membership when his
subscription is in arrears. The Board may direct that the subscriptionof any individual member be reduced or waived in exceptional
circumstances, and may by Regulation provide for reductions insubscriptions for groups or sections of members on any grounds, andspecify the conditions on which those concessions shall operate.

Provided that the Board may in any case other than (e) above in its
discretion resolve that the membership of any member shall,
notwithstanding the occurrence of any of the events specified herein,continue either unconditionally or subject to such conditions as theBoard may prescribe, and that any person whose membership shallcease in accordance with this Bye-law shall remain liable to theInstitute for all fees, subscriptions and other payments which may
have been due from him at the date his membership ceased asdetermined in Regulations.

9.
A person shall cease to be a member in any of the following
cases:

10. There shall be power by Regulations to prescribe for theaffiliation or association of other persons, or corporations, with theInstitute in such manner as the Board may from time to time
determine and with such privileges and rights and upon suchconditions as the Board shall think fit. No person so becoming
associated or affiliated as aforesaid shall by virtue of this Bye-law or
Regulations made under it be a member of the Institute, but thisshall not preclude such person from applying for membership.

(a) if the application on the basis of which membership was
granted contained or referred to information which was false or
misleading;(b)

if the member resigns by giving written notice thereof;(c) if the member fails to pay all subscriptions, entrance fees orother payments due from him to the Institute within such period as
may be specified by the Board;(d) if the member becomes bankrupt or insolvent, or suspends
payment or enters into composition or arrangement with his
creditors generally;(e) if the member is expelled as a result of disciplinary
proceedings.

DISCIPLINE
11. The members shall be bound by the Laws of the Institute andmay be subject to disciplinary proceedings of the Institute if in
breach of those Laws or if found guilty by a competent tribunal or
Court of an offence considered relevant to membership of theInstitute. Regulations shall provide for the investigation anddetermination of complaints against members, and shall specify therights of a member subject to complaint to receive notice, to be
represented and to call and cross-examine witnesses, and to appeal.
Regulations under this Bye-law may make provision for all matterswithin the disciplinary process including the sanctions to whichmembers may be liable, and may empower committees of theInstitute to regulate their own procedure.

(b) the appointment of the Auditors and either determination of
their remuneration or authorisation of the Board to determine thesame;

GENERAL MEETINGS OF THE INSTITUTE(c)
12. An Annual General Meeting of the Institute shall be held oncein every calendar year, at such time and place as may be determinedby the Board and not more than fifteen months shall elapse between
the date of one Annual General Meeting and the date of the next. Allother General Meetings of the Institute shall be called Extraordinary
General Meetings.
13. Twenty-one days' notice of any General Meeting in a form
prescribed in Regulations shall be given to voting members and suchother members as the Board may determine. The accidental
omission to give notice of a meeting or the non-receipt of notice byany member, or a defect in the conduct or voting at a meeting, shallnot invalidate the meeting or the business transacted thereat.
14. The Board may call an Extraordinary General Meeting when it
thinks fit and shall call such a meeting when requested to do so by
the Council or on the requisition of such number of voting members
being not less than one-tenth of the voting members of the Institute.
All business transacted at an Extraordinary General Meeting shall bedeemed special business, as shall that transacted at an Annual
General Meeting, except:(a) receipt of the accounts and balance sheet, and of reports of theBoard and Auditors;

declaration of the results of elections.

15. The quorum for a General Meeting of the Institute shall be
twelve voting members personally present. Regulations shallprovide for all matters relating to the dissolution of an inquorate
meeting and to its adjournment and reconvening and the transactionof business notified for the meeting.
16. Subject to the Charter and Bye-laws, Regulations may makeprovision in respect of all other matters concerning:(a) the summoning or requisitioning, and giving notice of,General Meetings and attendance thereat;(b)

the submission by members of proposed resolutions;(c) the conduct of business (including voting, proxies, anddemanding of polls) at and chairmanship of such Meetings; and(d)the adjournment and reconvening of such Meetings.

PRESIDENT
17. There shall be a President of the Institute appointed from time
to time by the Board in accordance with Regulations.

OFFICERS OF THE INSTITUTE
18.(a) There shall be a Chairman of the Board and an Honorary
Treasurer and such other officers as the Board may from time totime determine.
(b)
Officers shall be elected or appointed, and shall hold office,in accordance with Regulations.
19. In the event of a casual vacancy occurring in any such officeof the Institute, such vacancy may be filled in accordance with
Regulations.
THE BOARD
20. Subject to the Laws of the Institute, the Board shall be thegoverning body of the Institute. The first members of the Board,whose names are listed in the First Schedule to the Charter, shall be
regarded as having taken up office in accordance with these Byelaws and may serve out their pre-existing periods of office as thoughthose periods of office had commenced while these Bye-laws werein force, but the retirement date of any of the first members of theBoard may be adjusted if necessary by simple majority resolution of
the Board.
21.

The Board shall consist of the following:(a) The Chairman of the Board and the Honorary Treasurer, ex
officio;(b) Up to fifteen other members elected by the advisory Council,
and serving, in accordance with the Regulations; and(c) up to three persons co-opted by the Board in accordance with
Regulations.
22. The Council may fill any casual vacancy amongst themembers of the Board elected under Bye-law 21(b). A person so
appointed shall serve until the next subsequent election.
23. Subject to the Laws of the Institute, the Board may regulate its
own proceedings. Regulations under this Bye-law may:(a) deal with all and any other matters relating to the election,
appointment and retirement of members of the Board;(b) specify the quorum for meetings of the Board, provided this is
not less than five;(c) make provision in respect of the procedure for and validity of
written resolutions of the Board; and(d) regulate all other matters relating to the meetings andproceedings of the Board.
24.

A member of the Board shall cease to hold office as such:(a)if he resigns by notice in writing;(b) if he becomes prohibited from being a director of a company
or charity trustee;(c) if he becomes bankrupt, makes a declaration of insolvency orsuspends payment or makes any arrangement or composition withhis creditors;(d) if he is removed from office by a resolution of the Council orof the members in General Meeting;(e) if he fails without good reason to attend three consecutive
Board meetings; or(f)if he is removed under Bye-law 25.

POWERS AND FUNCTIONS OF THE BOARD
27. The Board may exercise all such powers of the Institute anddo on behalf of the Institute all such acts as may be exercised anddone by the Institute as are not required by the Laws of the Institute
to be exercised or done by the Institute in General Meeting, andshall, in particular, and subject to such Laws, have the following
powers:(a) to make, alter and revoke Regulations, including Regulations
specifying the composition of the Council: provided that thecomposition of the Council may not be varied without the consent of
the Council expressed in the form of a resolution passed by a simple
majority vote of the members of that body present at a meeting;

25. The Board may, by a vote of not less than threequarters of themembers of the Board present and voting, being an absolutemajority of the members for the time being of the Board, at any time
remove a member of the Board if he is considered to have acted
contrary to the interests of the Institute or is unable properly to carryout the duties of a Board member. The member whose removal isresolved upon under this Bye-law shall have a right of appeal if so
provided in Regulations.

(b) to appoint the Director General and to delegate to the Director
General the power to appoint other staff of the Institute anddetermine their conditions of service;

26. The members for the time being of the Board may act
notwithstanding any vacancy in their body provided always that incase the members of the Board shall at any time be or be reduced in
number to less than the quorum it shall be lawful for them to act as
the Board for the purpose of summoning a General Meeting or ameeting of the Council but not for any other purpose.

(d) to exercise the powers of the Institute in connection with theacquisition of control of the Company and to accept and execute on
behalf of the Institute all and any documents, including contracts,
deeds, undertakings and agreements, arising from the transfer of allor any part of the property, assets, liabilities and engagements of the(c) to establish or assist in establishing or dissolve local branches
and other sub-divisions, groups or organisations of the Institute,whether autonomous or not, and to make Regulations relating to theconstitutions and administration of such organisations;

Company, and to delegate the power of execution of documents
under this Bye-law to a member or members of the Board;(e) to govern, manage and regulate the finances, accounts,
investments, property, business and all affairs whatsoever of theInstitute and for that purpose to appoint bankers and any otherofficers or agents whom it may deem expedient to appoint;(f) to invest on behalf of the Institute or in the name of nominees
any monies belonging to or held by the Institute and not
immediately required for its purposes in or upon such investments,
securities or real or personal property as may be thought fit subject
to such consents as may be required by law, provided that:
(i)

(ii)

in the case of monies belonging to or held by theInstitute as trustee for the general purposes of theInstitute, the powers conferred by this Bye-law shall be
exercised subject to the provisions of the law relating toinvestment by trustees; andin the case of monies held by the Institute as trustee upon
special trusts, the Board, on behalf of the Institute, shallhave such powers of investment as may be granted bysuch trusts or as may be granted by the law relating toinvestment by trustees;(g) to appoint upon such reasonable and proper terms (including
provision for remuneration) as may be thought fit either any
individual of repute with at least fifteen years' experience ofinvestment management who is an authorised person within themeaning of the Financial Services Act 1986 or a company or firm of
repute which is an authorised or exempted person within themeaning of that Act otherwise than by virtue of section 45 (1)(j) ofthat Act to be the Institute's investment manager (the “manager”)
and to delegate to the manager the exercise of powers of investment
to the extent permissible under the law relating to trustees: provided
that (a) the manager may be authorised to exercise such powers
within policy guidelines laid down by the Institute; (b) the manager
shall be required to report any exercise of such powers promptly andany transaction within fourteen days, and to report on theperformance of the Institute's portfolio managed by him at least
every three months; (c) the Institute shall be free at any time towithdraw, or alter the terms of, such delegation; and (d) the Instituteshall review such delegation at intervals not exceeding twelve
months (but failure to do so shall not invalidate an existingdelegation under this Bye-law); and(h)to provide for the custody and use of the Seal.

28. The Board shall have power to establish, to delegate its
powers and functions (other than the power to make Regulations or
its non-delegable powers as trustees) to, to regulate, and to dissolve,
such committees with such functions as the Board may think fit.
Such committees may include persons who are not members of theBoard or of the Institute. Every committee established by the Board
shall have power to establish and dissolve subcommittees subject tosuch directions as the Board may from time to time impose. The
exercise by any committee of any power or function delegated to it
by the Board shall be reported to the Board as soon as practicable.

29. The Board may delegate powers and functions (other than the
power to make Regulations or its non-delegable powers as trustees)
to its chairman on such terms and conditions as it sees fit, and may
revoke such delegations at any time: provided that all acts andproceedings in exercise of such delegated powers and functions shallbe reported to the Board at its next meeting.
DIRECTOR GENERAL AND STAFF
30. There shall be a Director General who shall be appointed by
the Board.
31. The Board may delegate the power of appointment andremoval of other members of staff to the Director General or, in thecase of any post other than that of the Director General, to any othermember of the staff of the Institute.
ACCOUNTS AND AUDIT
32. The Board shall cause proper and sufficient books of accountto be kept in such manner as to give a true and fair view of the stateof the Institute's affairs and to explain its transactions, with respect
to:(a)the assets and liabilities of the Institute;(b) sums of money received and expended by the Institute and thematters in respect of which such receipts and expenditure takes
place;(c)all sales and purchases of goods and services by the Institute.

33. The books of account shall be kept at the office or in suchplace as the Board shall determine and shall be open to inspection
by the members of the Board. Regulations may specify reasonableconditions and regulations as to the time within business hours andmanner in which the accounts shall be open to inspection bymembers of the Institute.
34. A copy of every balance sheet, income and expenditureaccount and auditors' report and of the annual report of the Board
shall be made available to every member not less than twenty-one
days before the General Meeting at which they are to be considered.
The accounts and reports referred to in this Bye-law may be
published in printed or electronic form.
35. Auditors shall be appointed and hold office, and their duties
and remuneration regulated, in accordance with Regulations.
NOTICES36.

A notice may be served by the Institute:(a) by publication in the journal of the Institute or other suitablelocation; or(b)

to any member either:(i)personally; or(ii)by delivering them or sending them by ordinary post to
the member’s registered address (or if he has noregistered address within the United Kingdom) to theaddress if any within the United Kingdom supplied byhim to the Institute for the giving of notice to him); or(iii) if the member has provided the Institute with a fax
number, by sending them by fax to that member, if
approved by the Board for this purpose; or(iv) if the member has provided the Institute with an e-mailaddress, by sending them by e-mail to that address, if
approved by the Board for this purpose.
37. A notice given under Bye-Law 36 shall be deemed to havebeen served on the second day following that on which it was
publicised, delivered, posted or sent as the case may be.