Bye-Laws

Qualifications of Members and Others

Applications

1. Every person seeking to be enrolled or admitted as a member or to transfer to a different class of membership shall make written application to the Honorary Secretary on the applicable form prescribed by the Council. The form shall embody an undertaking to conform with the provisions of the Charter and 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 the Council. In the case of an application for admission as a member, 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 10 of the Charter of the Institute. Such member shall be entitled to be enrolled as a Retired Member if he fulfils the requirements set out in the said Article 10.

Examinations

2. The Institute shall hold examinations at least once in every calendar year in the month of October (unless otherwise determined by the Council) covering the subjects in the current syllabus as approved by the Council. The examinations shall be held at such centre or centres as may be convenient, having regard to the places of residence of the examinees, and, if held at more than one centre, such examinations shall be held simultaneously. Examinations shall be conducted under the supervision of invigilators appointed by the Council. A fee of an amount to be decided from time to time by the Council shall be payable by each Examinee for each paper. Separate examiners for each subject shall be appointed annually by the Council.

Exemption from Examinations

3. The Council may accept, in lieu of the Examination of the Institute, any examination of any University or other body, if they are satisfied that the standard of any such examination is not less than that of the Institute's examinations and that the subjects covered by any such examination are the same as those covered by the Institute's examinations or are satisfactory alternatives.

Certificates of Membership

4. Every member other than Ordinary and Retired Members shall be entitled to a Certificate of membership under the hand of a member of the Council as the 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

5. 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 the Council the membership of the member shall cease at the end of the calendar year in which the notice is given. If such notice is received by the Honorary Secretary on or before the 30th day of November in any year, the subscription for the next following year shall not be due but shall be due if such notice is received by the Honorary Secretary during the month of December.

Expulsion or Suspension

6. 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 the Council may, from time to time, consider necessary. A suspended member may, on application and at the discretion of the Council, be re-instated at any time after the expiration of three months from the date of his suspension.

Rights of Discontinuance

7. 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 Distinctive Letters and Title

8. A Fellow of the Institute may use after his name the distinctive letters F.C.I.L.A., an Associate may use the distinctive letters A.C.I.L.A., and a Licentiate may use the distinctive letters L.C.I.L.A. An Ordinary Member or an Honorary Member shall not use after his name any letters or words to indicate his 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".

Designation of Firms and Companies

9. A member shall not practise in association with a firm or company designating itself as Chartered Loss Adjusters unless:
(i) 75% in number of all persons participating in a board or executive committee or equivalent group of persons controlling the professional operations of the firm or company shall be Fellows or Associates of the Institute and all other persons participating in such board or executive committee or equivalent group shall be Ordinary Members and
(ii) 75% of all other persons held out to be directors or partners shall be Fellows or Associates of the Institute and all other persons so designated shall be Ordinary Members.
Where the firm or company has only three directors or partners, for the purposes of each of (i) and (ii) above, the ratio shall be 2:1 and where there are only two directors or partners the ratio shall be 1:1.

THE COUNCIL AND OFFICERS

The Council

10. The Council shall consist of the President, Deputy President, ex officio members specified in the Bye-Laws hereunder, Area Representatives (hereinafter called "Area Representatives") and Independent Members (hereinafter called "the Independent Members of the Council"). For the purposes of the election of the Area Representatives, the United Kingdom and the Republic of Ireland shall be divided into such Areas as the Council shall from time to time determine. Persons shall not be elected as Area Representatives unless they are Fellows or Associates in the Area in question. The number of persons to be elected as Area Representatives shall be determined by the Council from time to time.

Number of Council Members

11. Until otherwise determined by a General Meeting, the number of the members of the Council shall not be less than fifteen or more than twenty-six exclusive of ex officio members.

Appointments by Council

12. The Council may from time to time and at any time appoint any Fellow or Associate as a member of the Council, either to fill a casual vacancy or by way of addition to the Council, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain his office only until the next Annual General Meeting, but he shall then be eligible for election.

Vacancies not to Disable Council

13. The members for the time being of the Council may act notwithstanding any vacancy in their number, provided always that in case the members of the 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 the Council for the purpose of filling up vacancies in their number, or of summoning a General Meeting, but not for any other purposes.

Officers

14. 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, to hold office until the next Annual General Meeting or until their respective successors shall have been appointed, whichever shall last happen. Each President on retiring from that office shall be a Vice-President for the three following years or whilst he is 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 the Council. A retiring officer shall be eligible for reappointment at the meeting at which he retires or at any adjournment thereof.

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, the Council may appoint a successor to hold office for the remainder of the term of office of his predecessor and they may appoint a temporary substitute under the Bye-Law next following, pending the appointment by them of a successor.

Temporary Substitutes

16. The 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 or 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.

Cessation of Membership

17. The office of a member of the Council shall be vacated if he ceases to be a Fellow or Associate.

Eligibility

18. (a) Pursuant to Articles 2 and 26 of the Charter and Bye-Law 52 of these Bye-Laws, 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 the Council retiring at the Annual General Meeting shall, unless recommended by the Council, be eligible for election to the Council, either as an Area Representative or an Independent Member, unless, within the prescribed time before the day appointed for the Annual General Meeting, his nomination shall have been given to the Honorary Secretary in writing by at least two members duly qualified to vote, accompanied by the written consent of the person so nominated to be elected.

Nominations

19. Nominations for election to the Council, and for the appointment of a President, Deputy President, Honorary Treasurer, Honorary Secretary and Chairman of the Examinations Committee shall be made in writing to the Honorary Secretary 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 the Council.

Meetings of Area Members

20. The Area Representatives shall convene meetings of members in their Areas at such times and places as the Area Representative shall from time to time determine, for the purpose of discussing any business concerning the Institute in general or the profession of Loss Adjuster in their respective areas in particular, making recommendations to the Council and transacting any business within their prerogative as defined in these Bye-Laws.

Frequency of Area Meetings

21. At least one meeting shall be held in each Area not less than two months nor more than four months before each Annual General Meeting of the Institute.

Election of Area Representatives

22. Election of Area Representatives shall be by postal ballot conducted in the manner prescribed by Bye-Law 55 of these Bye-Laws. Only Fellows and Associates in the Area concerned shall be entitled to vote. An Area Representative shall retire at the Annual General Meeting after two years of office, but he shall be eligible for re-election and shall retain office until his successor is elected.

Independent Members

23. Election of the Independent Members of the Council shall be by postal vote of voting members conducted in the manner prescribed in Bye-Law 55 of these Bye-Laws. An Independent Member shall retire at the Annual General Meeting after two years of office, but he shall be eligible for re-election and shall retain office until his successor is elected.

Removal of Members of Council

24. The Institute in General Meeting may remove any member of the Council before the expiration of his period of office, and may by resolution appoint another member in his stead; but any person so appointed shall retain his office so long only as the member in whose place he is appointed would have held the same if he had not been removed.

Meetings of Council

25. The Council may meet together for the dispatch 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. Unless otherwise determined, and except as herein otherwise provided, six shall be a quorum. 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.

Requisition of Meeting

26. On the request of the President or the Deputy President or of any three members of the Council, the Honorary Secretary shall, at any time, summon a meeting of the Council by notice served upon the several members of the Council. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of a meeting.

Chairman

27. The President or in his absence the Deputy President shall preside as Chairman at all meetings of the 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 the Council present shall choose someone of their number to be Chairman of the meeting.

Council may act by Quorum

28. A meeting of the 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 the Council generally.

Appointment of Committees

29. The Council may delegate any of their powers to committees consisting of such member or members of the Council as they think fit, and any committee so formed shall conform to any regulations imposed on it by the 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 the Council so far as applicable and so far as the same shall not be superseded by any regulations made by the 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 the Council or of any committee of the 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 the Council.

Minutes

31. The Council shall cause proper minutes to be made of the proceedings of all meetings of the Institute and of the Council and of committees of the 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.

Written Resolutions

32. A resolution in writing signed by all the members for the time being of the Council or of any committee of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council or of such committee duly convened and constituted.

Assistant Secretary

33. The Council may appoint an Assistant or Deputy Secretary upon such terms and with such duties as they may determine.

Duties of Honorary Treasurer and Honorary Secretary

34. The duties of the Honorary Treasurer and the Honorary Secretary respectively shall be such as the Council may from time to time determine.

BUSINESS OF THE INSTITUTE

Management

35. The business of the Institute shall be managed by the 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 the Council which would have been valid if such direction had not been given.

The Seal

36. The Seal of the Institute shall not be affixed to any instrument except by the authority of a Resolution of the Council and in the presence of at least two members of the Council (one of whom shall be the President or Deputy President) and of the Honorary Secretary, or, in the unavoidable absence of the Honorary Secretary, such other person as may be designated by the Council, and the said members and the Honorary Secretary 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.

GENERAL MEETING

Annual Meetings

37. 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 the 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.

Extraordinary Meetings

38. The Council may call an Extraordinary Meeting whenever they think 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 the Council fail 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

39. Twenty-one days' notice of every Extraordinary Meeting and of the Annual General Meeting shall be given in writing 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.

Business

40. 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 the Council and of the Auditors;
(c) the election and appointment of members of the Council and of officers in place of those retiring; and
(d) the appointment of the Auditors and the fixing of the remuneration.

Quorum

41. 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

42. 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.

Adjournments

43. 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 an 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.

Chairman

44. 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 the Council, or if no such member be present, or if all the members of the Council present decline to take the Chair, some member of the Institute who is entitled to vote, to take the Chair.

Resolutions

45. 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 Chairman or by at least three members present in person and entitled to vote, and, unless a poll be so demanded, a declaration by the Chairman 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.

Poll

46. If a poll be demanded in the manner aforesaid, it shall be taken at such time and place and in such manner as the Chairman 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

47. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.

Equality of Votes

48. In the case of an equality of votes, either on a show of hands or at the poll, the Chairman of the meeting shall be entitled to a further or casting vote.

Continuance after demand for Poll

49. 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.

VOTING

Votes

50. Subject as hereinafter provided, every member present in person and entitled to vote shall have one vote.

Qualification of Members to Vote

51. No person other than a Fellow or Associate duly admitted or elected and who shall not be in arrear by more than three months in the payment of any subscription or other sum payable by him 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

52. Votes may be given on a poll either personally or by proxy. On a show of hands a Fellow or Associate present only by proxy shall have no vote. No person shall act as a proxy who is not entitled to be present and vote in his own right.

Proxies

53. 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

54. 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,
of a Fellow/Associate of
THE CHARTERED INSTITUTE OF LOSS ADJUSTERS, HEREBY APPOINT
of
a Fellow/Associate, and failing him,
of
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 day of
and at every adjournment thereof.
AS WITNESS my hand this day of 20

Voting Papers, Election of Area Representatives and Independent Members

55. The voting papers shall be in the form from time to time prescribed by the Council and shall include all nominations for Area 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 63 and 64 of these Bye-Laws for service of notices. The voting papers shall be examined 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 two scrutineers to be previously appointed by the Council. 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 Area Representatives, the election shall be determined by a further postal vote in the Area.

Books

56. The 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.

Custody

57. The books of account shall be kept at the offices of the Institute or at such other place or places as the Council shall think fit, and shall always be open to the inspection of the members of the Council.

Inspection

58. 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.

Annual Account

59. Once at least in every year the Council shall lay before the Institute in General Meeting an Income and Expenditure Account for the period since the last preceding Account, made up to a date not more than four months before such meeting, together with a Balance Sheet made up as at the same date. Every such Balance Sheet shall be accompanied by a report of the Council and a report of the Auditors and copies of such Account, Balance Sheet and reports shall not less than twenty-one days before the meeting be sent to all persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served. The Auditors' report shall be read at the meeting.

Receipts

60. 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 the Council.

Audit

61. 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 he is a member of a body of accountants established in the United Kingdom and is eligible to be appointed as an Auditor as prescribed in section 25 of the Companies Act 1989.

Auditors

62. Auditors shall be appointed at each Annual General Meeting to hold office from the conclusion of that, until the next Annual General Meeting, and the Meeting shall fix their remuneration.

NOTICES

Post

63. A notice may be served by the Institute upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members.

Time of Service

64. 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.

INDEMNITIES

Expenses

65. The members of the Council, the Auditor or Auditors, Honorary Treasurer, Honorary Secretary and other officers shall be indemnified by the Institute from all losses and expenses incurred by them in or about the discharge of their respective duties.

Defaults of Others

66. No officer or member of the Council shall be liable for the acts or defaults of any other officer or member of the Council 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.

Subscriptions

67. The 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 entrance fees and annual subscriptions to take effect from 1st January of the year next following.

Property of the Institute

68. The Council may invest or apply all money and other property liable to be invested on behalf of the Institute in the purchase of or suscription for or at interest upon the security of such stocks funds shares securities or other investments or property of whatever nature and wherever situate and whether producing income or not and whether involving liabilities or not or upon such personal credit (with or without security) and without the need to diversify or consider diversification and without being responsible for any loss occasioned thereby, to the intent that the 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. The 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 the Council.

The Media

69. No member shall co-operate in any press project or 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 Council has previously been obtained.