7.1.1 The governing body of the Institute shall be the Council of the Institute. (hereinafter called the Council).
7.1.2 The Council comprising the members as specified in Clause 7.1.3 hereinafter shall be elected at each Annual General Meeting of the Institute.
7.1.3 The business and affairs of the Institute shall be conducted by a Council which shall consist of eleven (11) members comprising four (4) office bearers, namely, a President, a Vice-President, an Honorary Secretary and an Honorary Treasurer, and seven (7) other members one of whom shall be the incumbent President in the event that he is not re-elected to be the President. In the event of the incumbent President being so elected, one of the said eleven (11) other members shall be the person who has held office as President immediately prior to the said incumbent President.
7.1.4 Notwithstanding clause 7.2.1, the Council shall have power to co-opt up to three (3) additional members to serve on the Council. Save for the powers under Clause 7.9.3 to propose, second or vote on any motions, and election as Chairman under Clause 7.13, the co-opted member shall have the same powers, obligations and responsibilities as an elected member of the Council.
7.1.5 All co-opted members shall retire at the next Annual General Meeting.
7.2 Qualifications
7.2.1 Subject to Clause 7.2.4 every member of the Council shall be a Singapore Citizen or Permanent Resident and shall either be a Fellow or Member of the Institute for at least two (2) years prior to being elected as member of the Council or being a Fellow or Member of the Institute, has prior to being so elected:
7.2.2 Served as a member of the Committee of the Institute for at least one term of the Council, or
7.2.3 Represented the Institute in an official capacity on an outside body for at least one term of the Council. In the context of this clause, the word "Committee" shall include any committee, sub-committee and ad-hoc committee.
7.2.4 An office-bearer shall be a Singapore Citizen or Permanent Resident and shall have served as a member of the Council for at least one full term (2 years) prior to being elected as an office-bearer.
7.3 Restrictions
7.3.1 An office-bearer other than the Honorary Treasurer who has held any office for two (2) consecutive terms as at the date of election shall not be elected to that same office.
7.3.2 The Honorary Treasurer shall hold office for only two (2) years, and shall not be eligible for re-election to that same office except after the expiration of two (2) years from the date he last held office as Honorary Treasurer.
7.3.3 Council members shall not be paid, or receipt of any remuneration or fee for acting as such and no member of the Council shall be appointed to any salaried office of the Institute.
7.4 Elections of Council
7.4.1 Notification
7.4.1.1 The Honorary Secretary shall, no later than fourteen (14) days before the day appointed for the Annual General Meeting, cause to be delivered to every member an invitation to nominate candidates for the posts of office-bearers and members of the Council, together with a nomination form.
7.5 Nomination
7.5.1 Nominations shall be made on the nomination form referred to in Clause 7.4.1.1 hereof. Each nomination form shall be delivered to the Honorary Secretary no later than seven (7) days before the day appointed for the Annual General Meeting. Any nomination form which does not comply with 7.5.2 herein and/or is spoilt, or defaced shall be invalid.
7.5.2 Each nomination shall be made by two (2) members who shall propose and second, and the nomination form shall bear the written consent of the member so nominated.
7.5.3 Nominations made from the floor at the Annual General Meeting shall not be accepted.
7.5.4 Every Candidate and his respective proposer and seconder, and each of them shall not be in arrears of his or their respective subscriptions as at the date of nomination.
7.5.5 Every nomination form shall be sealed and delivered to the Honorary Secretary of the Institute and shall only be opened after the time specified for the closing of nominations.
7.5.6 Any nomination that is not made in accordance with the provisions herein shall be invalid.
7.5.7 Rotation Of Council
7.5.7.1 The President, Vice-President, Honorary Secretary, Honorary Treasurer and the six members of the Council shall hold office for two (2) years, provided that at each of the Annual General Meetings, one half of the number of office-bearers and members of the Council shall retire.
7.6 Scrutineers
7.6.1 The voting members at the Annual General Meeting shall elect a Returning Officer and two or more members as scrutineers of the election. A candidate standing for election shall not be eligible to be a scrutineer.
7.6.2 The scrutineers shall be under the direction of the Returning Officer and shall open and count the ballots. The Returning Officer's decision on any matter relating to the elections shall, subject to the provisions of the Constitution, be final.
7.7 Voting
7.7.1 Where there is only one candidate for any post of office-bearer, that candidate shall be deemed to be duly elected and the Returning Officer shall so declare. Where there are two or more candidates for any post of office-bearer, the candidates with the most number of votes shall be deemed to be duly elected and the Returning Officer shall so declare.
7.7.2 Where there are only three (3) candidates for election to be members of the Council other than as office bearers, each such candidate shall be deemed to be duly elected and the Returning Officer shall so declare.
Where there are more than three (3) candidates standing for election to be members of the Council other than as office bearers, each member present and voting shall vote for three (3) candidates only, casting one vote for each of those candidates.
When voting is completed the three (3) candidates who, among those standing for election, have the most number of votes cast in their favour shall be deemed to be duly elected and the Returning Officer shall so declare.
7.7.3 Voting shall not be from the floor and no proxy votes shall be allowed. Each voting member shall be given a ballot paper which shall contain directions for its use and any ballot paper which fails to comply with any such directions shall be rejected by the scrutineers and that vote shall be invalidated.
7.7.4 In the event of an equality of votes between two or more candidates in respect of any vacancy, there shall be one recount of the votes cast in respect of those candidates. If after such recount, there remains an equality of votes, the Chairman of the Annual general meeting shall have the casting vote.
7.8 Vacation of Office
7.8.1 A member of the Council may present his resignation in writing to the Council, and upon expiry of fourteen days from the date of such resignation, or upon its earlier acceptance by the Council, he shall cease to be a member of the Council.
7.8.2 A member of the Council shall be deemed to have vacated his office forthwith in any one or more of the following events:
7.8.3 He fails, at any time after his election, within any one or more of the restrictions as provided herein from holding the office to which he has been elected.
7.8.4 He is suspended or expelled from the Institute or his membership is terminated by the Council.
7.8.5 He has absented himself from three consecutive meetings of the Council in any one Council Year without the leave of the Council.
7.8.6 Causal Vacancies
7.8.6.1 If through any cause whatsoever any of the offices of Office-Bearers shall become vacant the Council shall elect from its own member a successor for the unexpired portion of the term and the vacancy on the Council so created shall be filled as provided in the next succeeding clause 7.8.6.2.
7.8.6.2 Other than as provided in clause 7.8.5 hereof any vacancy on the Council shall be filled at the next meeting of the Council in the manner following:
a) by the declaration of the Honorary Secretary of that person who would next have been elected at the election of Council member had one further Council member been required, and in the event of that person not being willing to accept the office then the next succeeding person according to the ballot.
b) in the event of there being insufficient candidates at the aforesaid ballot to fill such vacancy the Council shall determine the member to so fill it.
7.9 Proceedings of the Council
7.9.1 The meetings of the Council shall be at least once in every two months or as often as the affairs of the Institute may require, and may so transact the business of the Institute notwithstanding any vacancy in the Council. No business shall be transacted at any meeting of the Council unless a quorum is present at the time when the meeting proceeds to business. Five (5) members of the Council present in person shall form a quorum.
7.9.2 If after half an hour of the time appointed for the Council Meeting, a quorum is not present, the Council may only proceed to discuss business which does not require a vote or to receive a report on which no decision are necessary to be made.
7.9.3 If after one hour of the time appointed for the Council meeting a quorum us still not present, the meeting shall be dissolved.
7.9.4 At any Council Meeting a motion put to the vote of the meeting shall be proposed and seconded and shall be decided, unless otherwise expressly provided herein, on a simple majority vote and by a show of hands unless a poll is demanded by not less than half of the Council members present or the Chairman or the proposer of the motion.
7.9.5 Unless a poll is so demanded a declaration by the Chairman that a motion has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Council as recorded by the Honorary Secretary of the Institute, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion.
7.9.6 If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman may direct and the result of the poll made as a resolution of the meeting at which the poll was demanded. But a poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith.
7.9.7 If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman may direct and the result of the poll made as a resolution of the meeting at which the poll was demanded. But a poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands take place or at which the poll is demanded, shall be entitled to a second or casting vote.
7.9.8 The Council shall cause to be made in a book provided for that purpose minutes of all resolutions and proceedings at all meetings of the Council. Such minutes shall not be open to inspection by any member of the Institute except such portions thereof as may be approved by the Council pursuant to a specific request therefor.
7.10 Powers and Duties of Council
7.10.1 The affairs of the Institute shall be administered and directed by the Council which may exercise all such powers of the Institute as are not by this Constitution required to be exercised by the Institute in General Meeting, subject, nevertheless, to any of the provisions of this Constitution and to such Rules, being not inconsistent with the aforesaid provisions, as may be prescribed by the Institute in General Meeting; but no Rule made by the Institute in General Meeting shall invalidate any prior act of the Council which would have been valid if that Rule had not been made.
7.10.2 The Council shall have power to create or appoint from time to time Committees as it deems fit to assist the Council in the management of the Institute and in particular, but without limiting the generality of the foregoing, shall have power to create or appoint Committees as set out in the Bye-Laws.
7.10.3 The Council shall have powers to appoint such members of the Institute as it shall deem fit to represent the Institute in any association, organisation, or government body.
7.10.4 The Council shall have power to promulgate a Code of Professional Conduct which shall be binding on all members of the Institute and to amend or revise the same from time to time provided such amendment or revision is confirmed by a resolution passed by not less than one half of the members of the Institute present and voting at an Extraordinary General Meeting called for that purpose.
7.10.5 The Council shall have power to prepare the conditions of engagement and a scale of professional charges for the guidance of members of the Institute and to amend or revise the same from time to time.
7.10.6 The Council shall have power to take disciplinary action against any member by way of reprimand, suspension or expulsion in the manner provided herein.
7.10.7 The Council shall have power to terminate the membership of any member and to reinstate the same in the manner provided herein.
7.10.8 The Council shall have power to receive and take entrance fees and subscriptions and any donation or gift of money or property for any of the purposes and objects of the Institute whether subject to any special trust or not.
7.10.9 The Council may from time to time make such Regulations consistent with any provisions of the Bye-Laws of the Institute as it may think fit for the more effectual conduct of the business of the Institute, and from time to time rescind the same and make and publish other Regulations in lieu or substitution thereof or in addition thereto, and the Regulations for the time being in force shall be binding upon all the members; but so that no Regulation shall have any validity or effect if it involves any alteration of, or addition to, the Bye-Laws.
7.11 Acts of the Council
7.11.1 Any action taken by the Council or by any member thereof acting as such shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of the Council or any member thereof or that member of the Council or that member has been or is disqualified, be as valid as if every such member had been duly and properly appointed and qualified so to act.
7.12 Terms of Office
7.12.1 The members of the Council shall enter upon their respective duties on and as from the date of their election or appointment and shall hold office until a new Council is elected, subject to the provisions of Clause 7.8 hereof.
7.13 Chairman
7.13.1 The Chairman of any meeting of the Council shall be the President or in his absence the Vice-President or in the absence of both, the Honorary Secretary, or in the absence of these three, the Honorary Treasurer, or in the absence of these four, such Council Members as the members present at the meeting shall elect. The Chairman shall have both a deliberative and a casting vote.
