Qualifications of Members and Others
1. Every person seeking to transfer to a different class of membership shall make written application to the Honorary Secretary on the applicable form prescribed by Council. The form shall embody an undertaking to conform with the provisions of the Charter and of these Bye-Laws so far as they apply to the applicant. Upon such application being received the Honorary Secretary shall include a notice thereof in the Agenda for the following meeting of Council. The application shall not be accepted unless at least three-fourths of those present and entitled to vote at the meeting shall vote in favour of acceptance. These provisions shall not apply to a member who wishes to be enrolled as a Retired Member in accordance with Article 13 of the Charter of the Institute.
2. The Institute shall hold examinations at least once in every calendar year as determined by Council covering the subjects in the current syllabus as approved by Council. The examinations shall be held at locations deemed appropriate by Council. The examinations shall be held and managed in a manner deemed appropriate by Council. . Examinations shall be conducted under the supervision of invigilators deemed appropriate by Council. A fee of an amount to be decided from time to time by Council shall be payable by each examinee for each examination or element thereof. . Examiners for each subject shall only be those deemed appropriate by Council.
Certificates of Membership
3. Every member other than a Student, Ordinary or Retired Member shall be entitled to a Certificate of membership under the hand of the President and at least one member of Council or by electronic means or as Council shall from time to time determine. The Certificate shall remain the property of the Institute and be returned on a person ceasing to be a member.
Discontinuance of Membership
4. A member wishing to discontinue his membership may do so by giving written notice thereof to the Honorary Secretary and on such notice being accepted by Council the membership of the member shall cease at the end of the calendar year in which the notice is given or sooner as agreed by Council.
Expulsion or Suspension
5. Upon the expulsion or suspension of a member, the Honorary Secretary shall notify members of such expulsion or suspension and shall give any other notices as Council may, from time to time, consider necessary. A suspended member may, on application and at the discretion of Council, be re-instated at any time after the expiration of three months from the date of his suspension.
Rights of Discontinuance
6. Upon any member ceasing from any cause whatever to be a member, he shall forfeit all rights in and to the funds of the Institute, but such cessation of membership shall be without prejudice to the claim of the Institute to any arrears of subscription or other monies outstanding and due to the Institute.
Use of Designatory Letters and Title
7. A Fellow of the Institute may use after his name the designatory letters F.C.I.L.A., an Associate may use the designatory letters A.C.I.L.A., a Certified Member may use the designatory letters M.C.I.L.A, an Advanced Diploma Member may use the designatory letters Adv Dip CILA, a Diploma Holder may use the designatory letters Dip CILA bracketed with any appropriate discipline and a Certificate Holder may use the designatory letters Cert C.I.L.A. . A Retired member, Student Member, Ordinary Member or an Honorary Member shall not use after their name any letters or words to indicate their connection with the Institute except where otherwise provided by the Charter or these Bye-Laws. Fellows and Associates shall be entitled to use the title “Chartered Loss Adjuster”. Certified Members shall be entitled to use the title “Certified Loss Adjuster”.
Designation of Chartered Loss Adjusting Firms and Companies
8. A member shall not practise in association with a firm, practice or company designating itself as Chartered Loss Adjusters unless:
(i) The firm meets the criteria for professional and ethical standards laid down from time to time by Council to enable members to abide by the Charter, Bye-Laws and Guide to Professional Conduct
(ii) a minimum of 50% in number of all persons participating in a board or executive committee or equivalent group of persons controlling the professional loss adjusting operations of the firm, practice or company shall be Fellows or Associates of the Institute and
(iii) any or all other persons participating in a board or executive committee or equivalent group of persons controlling the professional loss adjusting operations of the firm, practice or company shall be Ordinary, Student, Certificate, Diploma or Advanced Diploma members of the Institute
Council and Officers
9. Council shall consist of the President, Deputy President, ex officio members specified in the Bye-Laws hereunder, Designated Group Representatives (hereinafter called “Designated Group Representatives”) and Independent Members (hereinafter called “Independent Members”) and other such members as may be determined by Council. The definition of Designated Groups shall be determined by Council from time to time. Persons shall not be elected as Designated Group Representatives unless they are Fellows or Associates in the Designated Group in question. The number of persons to be elected as Designated Group Representatives shall be determined by Council from time to time.
Number of Council Members
10. Until otherwise determined by a General Meeting, the number of the members of Council shall not be less than twelve or more than twenty-six, exclusive of ex officio members.
Appointments by Council
11. Council may from time to time and at any time appoint any Fellow or Associate as a member of Council, either to fill a casual vacancy or by way of addition to Council, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain their office only until the next Annual General Meeting, and they shall then be eligible for election.
Vacancies not to Disable Council
12. The members for the time being of Council may act notwithstanding any vacancy in their number, provided always that in case the members of Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these Bye-Laws, it shall be lawful for them to act as Council for the purpose of filling vacancies in their number, summoning a General Meeting if required, and to carry on the necessary business of the Institute in the interim.
13. (i) A Nominations Committee formed of the President, Deputy President, Executive Director, and at least one Vice President shall receive nominations from Associates or Fellows for Officers.
(ii) No sitting Officer may participate in the Nominations Committee for a role that the Officer currently holds
(iii) The members entitled to vote at the Annual General Meeting shall appoint as officers of the Institute a President, Deputy President, an Honorary Treasurer, an Honorary Secretary and the Chairman of the Examinations Committee provided that the Nominations Committee detailed in 13 (i) above have deemed the nomination to be appropriate, to hold office until the next Annual General Meeting or until their respective successors shall have been appointed. Each President on retiring from that office shall be a Vice-President for the three following years or whilst they are a member, whichever period shall be the shorter. Vice-Presidents, the Honorary Treasurer, the Honorary Secretary and the Chairman of the Examinations Committee shall be ex officio members of Council.
14. The roles of such Officers of the Institute shall be defined within such role descriptions as Council shall create, and from time to time alter as necessary.
Vacancies in Office Holders
15. If any vacancy occurs in the office of President, Deputy President, Honorary Treasurer, Honorary Secretary or Chairman of the Examinations Committee Council the Nominations Committee may propose a successor to Council who may appoint a successor to hold office for the remainder of the term of office of their predecessor and they may appoint a temporary substitute under the Bye-Law, pending the appointment by them of a successor.
16. Council may from time to time by resolution appoint one of their number as a temporary substitute for the President, Deputy President, Honorary Treasurer, Honorary Secretary, Chairman of the Examinations Committee and any person so appointed shall for all the purposes of these Bye-Laws be deemed during the term of his appointment to be such officer.
Reciprocal Professional Representation
17. Council may from time to time appoint as a member of Council on a reciprocal basis an approved representative of another professional body with whom the Institute has or is developing areas of mutual interest and benefit. Such person shall attend Council meetings by invitation only and not have any voting rights on matters of Council.
18. (a) The only members eligible for election or appointment to Council or any office of the Institute, and the only persons entitled to vote at any General or Extraordinary Meeting or in any election or ballot, shall be Fellows and Associates, and therefore wherever the context so requires in the Charter and these Bye-Laws all references to member (or voting member) shall be construed accordingly.
(b) No person other than a member of Council retiring at the Annual General Meeting shall, unless recommended by Council, be eligible for election to Council, unless, within the prescribed time before the day appointed for the Annual General Meeting, their nomination shall have been given to the Honorary Secretary either in writing or by electronic communication by at least two members duly qualified to vote, accompanied by the written consent of the person so nominated to be elected.
19. Nominations for election to Council, and for the appointment of a President, Deputy President, Honorary Treasurer, Honorary Secretary and Chairman of the Examinations Committee shall be made either in writing or by electronic communication to the Secretariat not less than six weeks before the date fixed for the holding of the Annual General Meeting. Should the number of vacancies exceed the number of candidates nominated the remaining vacancies shall subject to the provisions of these Bye-Laws be filled by Council.
Meetings of Designated Group Members
20. Designated Groups Representatives shall convene meetings of members at such times and places as they shall from time to time determine, for the purpose of discussing any business concerning their respective Designated Groups.
Frequency of Designated Group Meetings
21. At least one meeting shall be held by each Designated Group during each calendar year.
Election of Designated Group Representatives
22. Election of Designated Group Representatives shall be by ballot conducted in the manner prescribed by Bye-Law 54 of these Bye-Laws. Only Fellows and Associates in the Designated Group concerned shall be entitled to vote. Such Designated Group Representatives shall retire at the Annual General Meeting after two years of office, shall retire at the Annual General Meeting after two years of office, shall retain office until their successor is appointed but they shall be eligible for re-election.
23. Election of the Independent Members of Council shall be by vote of voting members conducted in the manner prescribed in Bye-Law 54 of these Bye-Laws. They shall be eligible for re-election and shall retain office until their successor is elected.
Removal of Members of Council
24. The Institute in General Meeting may remove any member of Council before the expiration of their period of office, and may by resolution appoint another member in their stead; but any person so appointed shall retain their office so long only as the member in whose place they are appointed would have held the same if they had not been removed.
Meetings of Council
25. Council may meet for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum, which shall not be less than three, necessary for the transaction of business. Except as is herein otherwise provided, questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote.
26. On the request of the President or the Deputy President or of at least any three members of Council, the Honorary Secretary shall, at any time, summon a meeting of Council by at least seven days’ notice served upon all members of Council Communication of notices of such meetings shall be electronically to the preferred mailing address as last provided to the Secretariat of the Institute.
27. The President or in his absence the Deputy President shall preside as Chairman at all meetings of Council but if at any meeting the President or Deputy President be not present within five minutes after the time appointed for holding the meeting or be unwilling to preside, the members of Council present shall choose someone of their number to be Chairman of the meeting.
Council may act by Quorum
28. A meeting of Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the Charter or these Bye-Laws for the time being vested in Council generally.
Appointment of Committees
29. Council may delegate any of its powers to committees consisting of such member or members of Council as it thinks fit, and any committee so formed shall conform to any regulations imposed on it by Council. The meetings and proceedings of any such committee shall be governed by the provisions of these Bye-Laws for regulating the meeting and proceedings of Council so far as applicable and so far as the same shall not be superseded by any regulations made by Council as aforesaid. The President, Deputy President, Honorary Secretary and Honorary Treasurer shall be ex officio members of all committees.
Validity of Council Business
30. All acts bona fide done by any meeting of Council or of any committee of Council, or by any person acting as a member of the Council, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or election of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or elected and was qualified to be a member of Council.
31. Council shall cause proper minutes to be made of the proceedings of all meetings of the Institute and of Council and of committees of Council, and of all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be conclusive evidence without any further proof of the facts therein stated.
32. A resolution in writing signed, or by electronic means by all the members for the time being of Council or of any committee of Council shall be as valid and effectual as if it had been passed at a meeting of Council or of such committee duly convened and constituted.
33. Council may appoint an Executive Director of the Institute upon such terms and with such duties as it may determine. The Executive Director will be deemed an Honorary Member of the Institute during their term of office with the same standing as an Associate or Fellow but may not use their designatory letters or title unless otherwise entitled by qualification.
Business of the Institute
34. The business of the Institute shall be managed by Council who may exercise all such powers of the Institute and do on behalf of the Institute all such acts as may be exercised and done by the Institute, except such as are required to be exercised in General Meeting and subject nevertheless to the provisions of the Charter and of these Bye-Laws and to such directions as may be given by the Institute in General Meeting. Provided that no direction made in General Meeting shall invalidate any prior act of Council which would have been valid if such direction had not been given.
35. The Seal of the Institute shall not be affixed to any instrument except by the authority of a Resolution of Council and in the presence of at least three members of Council (one of whom shall be the President, Deputy President, Honorary Secretary or Executive Director or, in the unavoidable absence of the of the above, such other person as may be designated by Council), and the said members or such other person shall sign every instrument to which the Seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Institute, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.
36. A General Meeting (to be called the Annual General Meeting) shall be held once in every calendar year at such time and place as may be determined by Council and every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. General Meetings other than the Annual General Meetings shall be called Extraordinary Meetings.
37. Council may call an Extraordinary Meeting whenever it thinks fit and Extraordinary Meetings shall also be convened on the requisition by members of the Institute representing not less than one-tenth of the total voting rights of all the members having a right at the date thereof to vote at General Meetings, provided that such requisitionists shall state the object of the meeting and such requisition shall be signed by the requisitionists and shall be deposited with the Honorary Secretary. If Council fails to call an Extraordinary Meeting within twenty-one days after deposit of the requisition, the requisitionists or any of them representing more than one-half of the total voting rights of all of them may themselves convene a meeting, provided that such meeting is convened within three months from the expiration of the said twenty-one days. Where a meeting has been convened by the requisitionists themselves any expenses incurred by them shall be reimbursed to them by the Institute.
Notice of General Meetings
38. Twenty-one days’ notice of every Extraordinary Meeting and of the Annual General Meeting shall be given to the members entitled to receive notices thereof, specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of such business. The inadvertent omission to give notice of a meeting to or the non-receipt of such notice by any member entitled to receive notices shall not invalidate any Resolution passed or the other proceedings of such meeting.
39. All business at Extraordinary Meetings and at the Annual General Meeting shall be deemed special, except the following business at the Annual General Meeting namely:
(a) the consideration of the Income and Expenditure Account and Balance Sheet;
(b) the consideration of the reports of Council and of the Auditor or Auditors;
(c) the election and appointment of members of Council and of officers in place of those retiring; and
(d) the appointment of the Auditor or Auditors.
40. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided, the quorum shall be twenty-five members personally present and entitled to vote.
Failure to Muster Quorum
41. 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 members entitled to vote, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Chairman shall appoint, and, if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the members present entitled to vote shall be a quorum.
42. With the consent of any meeting at which a quorum is present, the Chairman may adjourn a meeting from time to time, and from place to place, as the meeting shall determine. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
43. The President, or in his absence the Deputy President, of the Institute shall take the Chair at every General Meeting, but, if those offices be vacant, or, if at any meeting neither shall be present within fifteen minutes after the time appointed for holding the same, or shall be present but unwilling to take the Chair, the members present and entitled to vote shall choose some member of Council, or if no such Council member be present, or if all the members of Council present decline to take the Chair, some member of the Institute who is entitled to vote, to take the Chair.
44. At all General Meetings a resolution put to the vote of the meeting shall be decided, unless otherwise provided by the Charter or these Bye-Laws, on a show of hands by a majority of the members present in person and entitled to vote, unless, before or upon the declaration of the result of the show of hands, a poll be demanded in writing by the Chair or by at least three members present in person and entitled to vote, and, unless a poll be so demanded, a declaration by the Chair of the meeting that a resolution has been carried, or has been carried unanimously or by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the minute book of the Institute shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
45. If a poll be demanded in the manner aforesaid, it shall be taken at such time and place and in such manner as the Chair of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
Where Poll not to be allowed
46. No poll shall be demanded on the election of a Chair of a meeting, or on any question of adjournment.
Equality of Votes
47. In the case of an equality of votes, either on a show of hands or by a poll, the Chair of the meeting shall be entitled to a further or casting vote. Continuance after demand for Poll
48. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
49. Subject as hereinafter provided, every member present in person and entitled to vote shall have one vote.
Qualification of Members to Vote
50. No person other than a Fellow or Associate duly admitted or elected and who shall not be in arrears by more than three months in the payment of any subscription or other sum payable by them to the Institute shall be entitled to vote on any question either personally or by proxy or as a proxy for another member at any General or Extraordinary Meeting of the Institute.
Manner of Voting
51. Votes may be given on a poll either personally or by proxy. No person shall act as a proxy who is not entitled to be present and vote in their own right.
52. The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a notarially certified copy thereof shall be deposited at the offices of the Institute at least forty-eight hours before the time appointed for holding the meeting at which the person named in such instrument proposes to vote otherwise the person so named shall not be entitled to vote in respect thereof.
Form of Proxy
53. Any instrument appointing a proxy shall be in writing in the following form or as near thereto as circumstances will admit:
THE CHARTERED INSTITUTE OF LOSS ADJUSTERS I,
being a Fellow/Associate of
THE CHARTERED INSTITUTE OF LOSS ADJUSTERS, HEREBY APPOINT
a Fellow/Associate, or failing them,
a Fellow/Associate, to vote for me and on my behalf in the event of a poll at the (Annual General or Extraordinary, as the case may be) Meeting of the Institute to be held on the (date) of
and at every adjournment thereof.
AS WITNESS my hand this day
Voting: Election of Designated Group Representatives and Independent Members
54. Voting papers shall be in the form from time to time prescribed by Council and shall include all nominations for Designated Group Representatives and Independent Members made in compliance with these Bye-Laws and shall be served on the voting members by the Honorary Secretary in the manner prescribed by Bye-Laws 61 and 62 of these Bye-Laws for service of notices. The voting returns shall be examined by two independent scrutineers at any time after 10 a.m. on the day preceding the Annual General Meeting, and the result of the scrutiny shall be reported to the said Meeting by the Hon Secretary. No voting paper shall be accepted by the scrutineers after 10 a.m. on the day preceding the Annual General Meeting when the poll shall be declared closed. If the occurrence of a tie renders it necessary to decide between two candidates, then in the case of Independent Members the election shall be determined by a show of hands at the Annual General Meeting. In the case of Designated Group Representatives, the election shall be determined by a further vote of the Designated Group.
55. Council shall cause books of account to be kept with respect to:
(a) the assets and liabilities of the Institute; and
(b) the sums of money received and expended by the Institute and the matters in respect of which such receipts and expenditure take place; and
(c) all sales and purchases of goods by the Institute, so far as is necessary, to give a true and fair view of the state of the Institute’s affairs and to explain its transactions.
56. The books of account shall be kept at the offices of the Institute or at such other place or places as Council shall think fit, and shall always be open to the inspection of the members of Council.
57. The Institute in General Meeting may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by the members of the accounts and books of the Institute, or any of them, and subject to such conditions and regulations the accounts and books of the Institute shall be open to the inspection of members at all reasonable times during business hours.
58. Once at least in every year Council shall present to the Institute at the Annual General Meeting 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 a report of Council and a report of the Auditor(s) and copies of such Account, Balance Sheet and reports shall not less than twenty-one days before the meeting be made available to members by such means as are currently accepted, such as posting on an electronic members site or similar. The Auditors’ report shall be available at the Annual General Meeting.
59. The Treasurer shall keep, or cause to be kept, a proper account of the receipts and expenditure of the Institute, and of the matters in respect of which such receipt and expenditure take place, and of the property, assets and liabilities of the Institute, in books to be provided for the purpose and shall produce the account books, properly posted up, when required by Council.
60. Once at least in every year the accounts of the Institute shall be examined and the correctness of the Income and Expenditure Account and Balance Sheet ascertained by one or more properly qualified Auditor or Auditors. No person shall be considered as a properly qualified Auditor unless they are a member of a recognised professional body of accountants established in the United Kingdom and is eligible to be appointed as an Auditor as prescribed by Statute.
61. Auditors shall be appointed at each Annual General Meeting to hold office from the conclusion of that, until the next Annual General Meeting.
62. A notice may be served by the Institute upon any member, either personally or by any acceptable method as deemed appropriate by Council.
Time of Service
63. Any notice served by post shall in the case of a member whose registered address is in the United Kingdom be sent by first-class post and shall be deemed to have been served on the third day following that on which the letter containing the same is put into the post, and in the case of a member whose registered address is outside the United Kingdom the notice shall be sent by air mail and shall be deemed to have been served on the seventh day as reckoned in the United Kingdom following that on which the letter containing the notice is put into the post. In proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post Office as a prepaid letter by first-class post or air mail as the case may require. Any notice served electronically shall be deemed to have been served the same day.
64. The members of Council, the Auditor or Auditors, Honorary Treasurer, Honorary Secretary and other officers and the Executive Director shall be indemnified by the Institute from all losses and reasonable expenses incurred by them in or about the discharge of their respective duties.
65. Neither the Executive Director nor any officers or members of Council shall be liable for the acts or defaults of any other officer or member of Council, or member or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Institute, or to any other person arising out of the acts or proceedings of the Institute.
66. Council shall for the purpose of meeting the financial commitments, or expected commitments, of the Institute and with the approval of the members entitled to vote at each Annual General Meeting fix the amount of any appropriate fees and subscriptions to take effect from 1st January of the year next following.
Property of the Institute
67. Council may invest or apply all money and other property liable to be invested on behalf of the Institute without being responsible for any loss occasioned thereby, to the intent that Council shall have the same full unrestricted power of investing and varying investments in all respects as if it were the absolute owner beneficially entitled. Council shall, if it considers it appropriate to do so in respect of any exercise of its powers in accordance with this Bye-Law, seek appropriate professional advice in respect of any investment or proposed investment. The remuneration of any such adviser shall be fixed by Council.
68. No member shall co-operate in any press or media project or activity, including in any radio or television programme, about the affairs of the Institute whether by way of advice on the script or otherwise unless the approval of Council has previously been obtained. No statement shall be issued to the Media for publication or otherwise by any member with reference to anything in connection with the Institute as emanating from the Institute, unless the written authority of the President, Deputy President or Executive Director has previously been obtained.