Duties and Powers of the Council

80. The Council shall, subject to the provisions of the Ordinance and of these presents and to any regulation from time to time made by the Institute in General Meeting (but not so as to render invalid any prior act of the Council which would have been valid if such regulation had not been made), make bye-laws for the regulation of the Institute and its affairs, conduct and manage all the business and affairs of the Institute, exercise all the powers, authorities and discretion of the Institute, enter into such contracts and do all such acts and things as may be obtained, entered into or done by the Institute, except only such of them as under the Ordinance or these presents are expressly directed or required to be exercised, obtained, entered into or done by the Institute in General Meeting; and, without in any way prejudicing or limiting the context of such general powers and without prejudice to the other powers conferred by these presents or by the Memorandum of Association, it is hereby declared that (subject to the provisions of the Memorandum of Association) the Council shall have the following special powers and duties:-

(a) They may bring before a General Meeting of the Institute any matters which they consider material to the Institute, or its objects or interests as defined in the Memorandum of Association, or which appear to them to affect interests of the profession, and make any recommendation they consider proper in relation thereto.

(b) They may take cognizance of any matter which may be brought before them affecting the Institute or the conduct of any of its Members as affecting his ethical standard or the reputation of the Institute.

(c) They may regulate, by bye-laws or otherwise, the examination of candidates for admission as Associates or Students and hold examinations for the same, at such times and places and in such manner as they may think fit, and appoint Examiners, with or without remuneration, to conduct such examinations. Certificates may be granted by the Council, after examination, for proficiency in the separate subjects of the examination syllabus, without conferring rights of Membership.

(d) They may subject to the conditions herein contained, appoint, remove or suspend the Examiners, Solicitors, Bankers, or other officers on such terms and conditions as they shall think fit and as may be agreed, and fix the securities (if any) to be taken from any of the officials of the Institute for the faithful discharge of their duties.

(e) In the case of the absence of the Secretary, or his inability to act, they may, in like manner, appoint any person to act in his stead, and such person may temporarily exercise all or any of the duties of the Secretary.

(f) They may from time to time incur, agree and pay any expenses in connection with the Institute's objects and undertakings.

(g) They may, with the sanction of a General Meeting, raise any loan or loans, or secure the fulfillment of any contract or engagement of the Institute in any manner, upon any security, and on any terms authorized by such meeting.

(h) They may invest such part of the funds of the Institute as shall not be required to satisfy or provide for immediate demands in such securities or investments as it may think advisable, and may from time to time vary such securities and investments and convert the same as occasion may require or as it may deem expedient.

(i) They may, subject to the Ordinance and the Memorandum of Association and these presents, do all other things that they may consider expedient for or in relation to any of the matters aforesaid, or otherwise conducive to the interests or good management of the Institute, or the promotion of its objects, including the making, variation and annulment of bye-laws for any of the purposes aforesaid, provided always that any bye-law may be set aside by a Special Resolution of a General Meeting of the Institute.

## 81. The Council shall cause minutes to be made in books provided for the purpose: -

(a) of all appointments made by the Council

(b) of the names of the Members of the Council present at each Meeting of the Council.

(c) of all resolutions and proceedings at all Meetings of the Institute and of the Council, and every member of the Council present at any meeting of the Council shall sign his name in a book to be kept for that purpose.

82. Every such Minute, when so recorded and signed, shall, in the absence of proof of error therein, be a correct record of an original proceeding, and shall be received in evidence without further proof.

83. The Registered Office shall be at such place in Hong Kong as the Council shall from time to time appoint.

84. The office of Member of the Council shall be vacated if a Member:-

(a) ceases to be a Member of the Institute, or

(b) becomes bankrupt or makes any arrangement or composition with his creditors generally, or

(c) becomes prohibited from being a Member by reason of a court order made under the Ordinance or if he be convicted of an indictable offence, or

(d) becomes of unsound mind, or

(e) resigns his office by notice in writing to the Secretary of the Institute, or

(f) absents himself from six consecutive meetings of the Council without the consent of the Council, or

(g) is directly or indirectly interested in any contract with the Institute and fails to declare the nature of his interest in manner required by section 162 of the Ordinance.

85. A Member of the Council shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.

86. No Member shall be disqualified from being or becoming a Member of the Council of the Institute by reason of his attaining or having attained the age of 70 years or any other age, except as herein provided.

## As amended by Special Resolution passed on 2nd May 2000