Dundee Institute of Architects
(Dundee Chapter of the Royal Incorporation of Architects in Scotland)
Proposed SCIO Constitution - 23rd March 2023:
Click Here
BY-LAWS
(as enacted at the Annual General Meeting held on 11th April 1973 and approved by RIAS Council on 26th September 1973 and subsequently amended)
1. CONSTITUTION The Institute (hereinafter called "the Chapter'), shall be governed by and conform to the Chapters and By-Laws of the Royal Incorporation.
2. NAME The corporate name of the Chapter shall be the Dundee Institute of Architects (Dundee Chapter of the Royal Incorporation of Architects in Scotland).
3. TERRITORY The Chapter territorial area shall comprise of the Districts of Angus, Dundee, Perth and Kinross and Fife (that part North and East of ta line drawn from West Wemyss to Auchmore Bridge on the border of the area previously known as Kinross- shire or such other area as may hereafter be assigned by the Incorporation of the Chapter).
4. OBJECTS The Objects of the Chapter shall be to organise and unite in fellowship all Architects within the Chapter area and to combine their efforts for the general advancement of Architecture and for the promotion of the aesthetic scientific and practical efficiency of the profession of Architecture.
Further, the Objects of the Chapter shall be objects of the Royal Incorporation as specified in its Chapter so far as competent and applicable to the Chapter and/or chapter territory, including without prejudice to the said generality power to purchase, lease, rent or occupy and dispose of any heritable property for the advancement of the above Objects.
5. PROPERTY AND FUNDS In furtherance of its Objects the Chapter shall hold administer under its sole control the whole separate funds and property of whatsoever kind or description, presently belonging to or in the control of the Chapter or which shall belong to or come under the control of the Chapter and that in the name of the President and Secretary, for the time being, or such a manner and way the Chapter shall think fit; and the Royal Incorporation shall not have any responsibility for or in connection with such separate funds and property, nor any right, title or interest therein. The Capital
the Chapter shall be invested in or upon investments authorised by Part 1 or 11 of the first Schedule of the Trustees Investment Act 1961 as amended from time to time, or in or upon the obligations of whatever kind of Public Bodies Boards or Authorities or Societies or in Stocks and Shares of any description (including Ordinary or Deferred Stocks or Shares) of Legally Incorporated Public Companies or
Corporations whether within the United Kingdom, The Colonies, The Commonwealth or elsewhere.
No member of the Chapter shall have any personal claim on any property thereof or make any profit out of his membership, except in the case of any professional or clerical assistant. Any member of the4 Chapter may however be reimbursed any expense actually incurred by him on the business or on behalf of the Chapter, if the Council so authorise.
6. MEMBERSHIP The members of the Chapter shall consist of those members of the Royal Incorporation in their respective classes who practise principally or are employed within the territory of the Chapter or shall otherwise comply with the qualifications laid down in the Royal incorporation By-Laws.
7. DISIPLINE Members of the Chapter shall be subject to the procedures laid down in the Royal Incorporation By-Laws Thirty-six to Thirty-eight.
8. ENTRANCE FEES AND SUBSCRIPTIONS The amount of entrance fees and annual subscriptions shall be determined from time to time by the Royal Incorporation.
9. COUNCIL The affairs of the Chapter shall be managed by a Council of not more than twelve Fellows and/or Associates. The Council shall include a President, a Past President, and not more than three Vice-Presidents. Prior to the Annual General Meeting the Council for the ensuing session shall be elected by postal vote of the general body of fellows and Associates of the Chapter. The Council shall appoint such Standing or Special Committees (including thereon, if desired members of the Chapter other than Members of the Council thereof) as may be deemed necessary for the proper conduct of the business of the Chapter or as may likewise fix the quorum of such Committees and may delegate any of their powers thereto and make rules for regulating the proceedings thereof. The Council further may appoint from time to time any two of more of their numbers to act as attorneys either generally of specially and wish such powers and for such periods as may be determined.
10. COUNCIL MEMBERS The ordinary members of Council shall be elected for three years. No members shall be eligible for re-election until one year out of office except in exceptional circumstances. One third of the Council members shall retire each year in rotation
11. COUNCIL MEETINGS The Council shall hold at least four meetings in the course of the year, the quorum whereof shall be five members. The President of five members of the Council may, by letter to the Secretary, require a special meeting thereof to be called.
12. PRESIDENT The President, who must be a Fellow or Associate of the Royal Incorporation, shall be elected annually at the Annual General Meeting to serve for one year, and may
be re-elected for the following year, but after serving such a second term no President shall be eligible for re-election until three years have passed. If present, the President shall preside at all meetings of the Chapter and of the Council and shall be ex officio a member of all Standing Committees of the Chapter. In the absence of the President, the senior Vice-President present, whom failing, the Chairman appointed by the members of the Council present, shall preside. The President or other Chairman shall have a deliberative vote in all questions and a second or casting vote in case of equality. The President of the Chapter shall in virtue of his office be one of the Vice-Presidents of the Royal Incorporation.
13. PAST PRESIDENT The past President shall be the last President to have demitted office, if willing to serve, and failing such, any previous holders of the position who may be elected buy the Council.
14. VICE-PRESIDENT The Vice-President who must be Fellows or Associates of the Royal Incorporation shall be elected annually from the membership of the Council at the Annual General Meeting to serve for none year, and may be re-elected. The Council shall, at the first meeting of each session, decide the order of precedence, either by ballot or otherwise.
15. SECRETARY AND TREASURER The members shall elect an Honorary Secretary and Honorary Treasurer at the Annual General Meeting (which appointments may be combined) to carry out the day to day administration of the Chapter. The members shall also appoint if appropriate an Honorary Legal Adviser.
16. CHAPTER REPRESENTATIVES TO INCORPORATION COUNCIL The Council shall elect from their members each year such members of Chapter Representatives to the Council of the Royal Incorporation as shall be determined by the Royal Incorporation Council in accordance with the provision of the Royal Incorporation By-Laws.
17. VACANCIES IN COUNCIL In the event of the office of President becoming vacant by resignation or otherwise, the Secretary shall forthwith forward to every member of Council notice thereof, and at a meeting of the Council shall elect one of the Vice- Presidents to fill the vacant office until the next Annual General Meeting.
Vacancies for similar causes in a Vice-Presidency and in the Chapter Representatives to the Royal Incorporation Council shall be filled by the Council appointing another member or members from the Chapter.
In the event of the President of the Chapter being elected to the office of President of
ration, the Chapter shall, as soon as convenient thereafter, appoint one of its Vice- Presidents to fill his position as a Vice President of the Incorporation.
Vacancies in the Chapter Council shall be filled by the Council as soon as convenient after the vacancy occurs. In order to maintain the regular rotation of
members on the Council any members appointed under this Regulation shall be
entitled to hold office only until the remainder of the period during which the previous holder would in ordinary circumstances have held office. In cases where such period is less than a complete year, the period prescribed for retiring members remaining out of office shall be waived, and the members shall again be eligible for election on the completion of his temporary term of office. If again elected, the member shall be regarded as a new member, and his order of seniority on the Council shall be determined on that basis.
A member of the Council may resign by sending his resignation in writing to the Secretary, and upon the expiration of thirty days from the date of sending in such resignation or upon the earlier acceptance by the Council, he shall cease to be a member of the Council. The office of a member of the Council will be vacated if he ceases to be a member of the Royal Incorporation.
18. ANNUAL REPORT The Council shall prepare an Annual Report as to the Chapter – the President and the Secretary of the Chapter shall conjointly be responsible for the submission of said Report to the Secretary of the Royal Incorporation not less than thirty days clear before the Annual Convention thereof.
19. ANNUAL GENERAL MEETING The Annual General Meeting of the Chapter shall be held not later than the date required by the RIAS By-Laws. At said meeting the Council shall submit their Annual Report and audited Accounts, and elect their Office- Bearers for the ensuing session; the result of such elections shall forthwith be reported to the Secretary of the Royal Incorporation.
20. GENERAL AND SPECIAL MEETING The Council, may in such manner and at such times as they think fit, summon General Meetings of the Chapter. All business to be brought before any meetings of the Chapter of Council shall be specified in the Notice calling such meeting.
Students may attend General Meetings and may at the discretion of the Chairman take part in the discussions, but they shall not be entitled to vote. The quorum at all General Meetings shall be twelve Fellows and/or Associates.
The Council may on giving at least fourteen days Notice to every member entitled to be present call a Special General Meeting for a specific purpose and shall be bound to do so on the written request of twelve Fellows and/or Associates. The quorum at all Special General Meetings shall be twenty Fellows and/or Associates.
Except as herein before provided all matters concerning the conduct of and voting at such meetings shall conform the Royal Incorporation By-Laws.
21. REGISTER OF MEMBERS The Chapter Council shall through its Secretary prepare and keep posted up to date a complete List and Register of the names and addresses of all Members on the Roll of the Chapter.
22. AUDITOR The Chapter shall annually appoint an auditor at the Annual General Meeting. Such auditor, who shall be a Chartered Accountant, shall have access at all reasonable times to the Books and Securities. He shall examine the Securities and the Annual Accounts, before the latter are submitted in summarised form the Annual General Meeting, and shall report thereon to the Chapter. In the event of the decease or resignation of an auditor, the Council shall appoint another to hold the office till the date of the next Annual General Meeting.
23. FURTHER REGULATIONS The Chapter may make such further By-Laws as shall be deemed necessary according to local conditions, which By-Laws shall be approved by the Council of the Royal Incorporation. Any proposed new By-Laws or alterations to an existing By Law must be submitted in writing to the Secretary of the Chapter by the Proposer and Seconder thereof no less than twenty-eight days clear before the Meeting hereinafter specified, and shall be subject to the approval of a majority of the members of the Chapter present, and entitled to vote at the Annual General Meeting or at a Special Meeting of the Chapter called for the purpose.
24. ROYAL INCORPORATION BY-LAWS In the event of any of the foregoing By-Laws being at variance with or derogatory to the By-Laws of the Royal Incorporation, the By- Laws of the Royal Incorporation shall have precedence of and overrule any question in doubt.
25. DISSOLUTION (a) The Chapter may be dissolved by a special decision passed by no less than two-thirds majority of the members of the Chapter present and entitled to vote at the Annual General Meeting or at a Special Meeting of the Chapter called specifically (but not necessarily exclusively) for that purpose. (b) If, upon dissolution of the Chapter, there remains after satisfaction of all its debts and liabilities any money or other property whatsoever, the same shall not be paid, applied or distributed among the members but shall be applied to another body or bodies with Objects similar to the Chapter, which (in each case, if there are two or more bodies) have a constitution prohibiting the distribution of profits (and of surplus assets on a winding-up) to members, as decided by the members at an Annual General Meeting or Special General Meeting of the Chapter called specifically (but not necessarily exclusively) for that purpose.