THE COMPANIES ACT 1982
BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of:
THE BARBADOS ASSOCIATION OF PROFESSIONAL ENGINEERS
(Hereinafter called “the Company”)
BE IT ENACTED as the general by-law of the Company as follows:
1. INTERPRETATION
In this by-law, unless there is something in the subject or context inconsistent therewith:-
“The Act” means the Companies Act, 1982 of the Island of Barbados.
“The Company” means the above named Company.
“The Committee” means the members of the Executive Committee for the time being of the Company, and includes the President, First and Second Vice Presidents, Secretary and Treasurer of the Company, and four Committee Members.
“Month” means calendar month.
“The Office” means the registered office for the time being of the Company.
“Secretary” includes any person appointed to perform the duties of Secretary temporarily.
“In writing” or “written” means and includes words printed, lithographed, represented or reproduced in any mode in a visible form.
“Regulations” means any Regulations made under the Act, and every regulation substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions therefor in the new regulations.
“By-laws” means any by-law of the Company from time to time in force.
All terms contained in the by-laws and defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations.
Words importing the singular number include the plural number and vice versa.
Words importing the masculine gender include the feminine gender.
Words denoting persons include corporations.
2. MEMBERSHIP AND QUALIFICATION FOR MEMBERSHIP
(1) The membership of the Company shall consist of Honorary Members, Corporate Members, Graduate Members, Student Members and Affiliate Members.
(2) Honorary Members Shall be chosen from those who have become eminent in engineering or kindred sciences.
(3) A corporate Member shall (a) possess a degree from a University or School of Engineering recognised by the Company or shall possess some equivalent qualification recognized by the Company; (b) have had not less than four years approved experience in engineering subsequent to obtaining his qualifications and (c) at the time of his application for membership be actually engaged in professional engineering works.
(4) A Graduate Member shall at the time of his application for membership possess a degree from a University or school of Engineering recognized by the Company or shall possess some equivalent qualification recognized by the Company.
(5) A Student Member shall at the time of his application be actually pursuing a course of study which leads to an academic qualification recognized by the Company.
(6) An Affiliate Member shall be one who does not qualify for membership under any of the foregoing subsections of Section 2 but who holds a position of responsibility in engineering acceptable to the Committee and whose pursuits and practical experience are in the opinion of the Committee likely to enable him to contribute to the advancement of engineering knowledge.
(7) An Honorary Member shall be entitled to the use after his name the designation “MBAPE (Hon.)”; a Corporate Member the designation “MBAPE”; an Affiliate the designation “Affiliate BAPE”.
3. CODE OF ETHICS
All members of the Company shall be bound by a Code of Ethics approved by the Committee and the breach by any member of any of the articles of the Code of Ethics may, at the discretion of the Committee, constitute sufficient grounds for the suspension or expulsion of such members under Section 6 of these By-laws.
4. ADMISSION TO MEMBERSHIP AND TRANSFER
(1) Nominations for Honorary membership shall be made by the Committee and such nominee shall become an Honorary Member on approval by a simple majority of those present and voting at any General Meeting of the Company.
(2) Application for admission to membership other than Honorary membership or for transfer from one grade of membership to another shall be made on the prescribed forms, and the admission or transfer of any candidate shall be subject to the approval of a majority of the Committee and in accordance with the requirements of Section 2.
(3) A Graduate Member shall apply for membership under Section 2(3) as soon as he fulfills the requirements of engineering experience.
5.RIGHTS OF MEMBERSHIP
Members from all classes of membership shall be entitled to attend, speak and vote at all Ordinary Meetings, Annual General Meetings and Extraordinary General Meetings of the Company but only Corporate Members shall be entitled to vote on resolutions for altering, amending, or adding to the By-laws or be eligible for election to The Committee.
6. SUSPENSION, EXPULSION AND READMISSION OF MEMBERS
(1) Any member who shall be in arrears with the payment of any subscription for a period in excess of 9 months from the time when the same first became due and owing shall, 14 days after notification by the Secretary of the Company of the fact of his being in arrears and arrears still being outstanding, cease to be a member of the Company and his name shall forthwith be removed from the Register of Members.
(2) Any member who has been removed from membership under the foregoing subsection may apply to the Committee for readmission and such member may be readmitted on payment of all arrears of subscription and with or without payment of an Entrance fee as the Committee may decide.
(3) Any member who has resigned from membership may at the discretion of the Committee be readmitted without payment of an entrance fee.
(4) Any member who is deemed to have committed a breach of discipline or who has otherwise acted in a manner which is prejudicial to the interests of the Company may be expelled from the Company by the Committee on a two-thirds majority vote.
(5) Any member whose conduct or action is to be made the subject of enquiry with a view to expulsion as aforesaid shall be served notice by the Secretary by registered letter to his last known place of residence specifying the nature of the charge against him and before any decision is taken by the Committee such member shall be given an opportunity of being heard by the committee either by appearing in person before the Committee or, at the discretion of the Committee by submitting a signed written statement addressed to the Secretary of the Company.
(6) If, after due enquiry as aforesaid, a decision is taken by the Committee to expel a member, such member shall be so notified in writing by the Secretary of the Company who shall also cause the member’s name to be removed from the Register of Members.
7. MEETINGS
(1) Ordinary Meetings of the Company shall be called at such place and time as The Committee may direct to consider such matters as may be placed before the Meeting by the Committee.
(2) Annual General Meetings shall be held once at least in every year at such time and place as may be prescribed by the Committee and not more than fifteen months shall elapse between the date of one Annual Meeting and that of the next.
(3) The agenda for any Annual General Meeting shall include the following:-
(a) to receive from the Committee a Report, Balance Sheet, Statement of Account for the preceding financial year ended 30th September;
(b) to elect the officers of the Company and the members of the Committee for the ensuing year;
(c) to appoint an Auditor.
(4) A special General Meeting of the Company shall be summoned by the Secretary:-
(a) whenever so directed by the Committee;
(b) whenever so requested by a requisition signed by not less than ten members of the Company, in which case the meeting shall take place upon such date as the Committee shall appoint being not more than twenty-one days after the date upon which the requisition reached the Secretary.
(5) Any such requisition shall specify the business it is proposed to place before the meeting and no other business shall be considered at that meeting.
8. NOTICE OF A MEETING
(1) For all General Meetings of the Company twenty-one (21) days notice specifying the place, day and hour of such meeting shall be sent by post or otherwise served as hereinafter provided.
(2) For the Annual General Meeting the notice of the meeting shall be accompanied by a copy of the report of the Committee and a copy of the audited Balance Sheet and Statement of Account.
(3) In the case of Extraordinary General Meetings the notice shall specify the general nature of the business to be discussed.
(4) Where it is proposed to pass a special resolution the two meetings may be convened by one and the same notice, and it shall be no objective to such notice that it only convenes the second meeting continently on the resolution being passed by the requisite majority at the first meeting.
(5) The accidental omission to give any such notice to any of the members shall not invalidate any resolution passed at any such meeting.
(6) A notice required by these By-laws may be served by the Company upon any members, either personally or by sending through the post in a prepared envelope or wrapper addressed to the registered place of address of each member or by leaving it at such address; all other notices may be given to members either in the manner herein set out or in the manner required by the said Rules.
(7) Any notice sent by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same if posted and in proving such service, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put in the post office. And a certificate in writing signed by the President, Secretary or other officer of the Company, that the envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof.
(8) The signature to any notice to be given by the Company may be written or printed.
(9) Where a given number of days notice, or notice extending over any other period is required to be given, the day of service shall, unless it is otherwise provided, be counted in such number of days or other period.
9. QUORUM FOR MEETINGS
(1) The quorum for Annual General Meetings shall be ten corporate members. The quorum for all other General Meetings shall be twenty corporate members or one third of the corporate members ordinarily resident in Barbados whichever be the smaller number.
(2) If at any general meeting a quorum shall not have assembled within thirty minutes after the time appointed for the meeting, such meeting shall stand adjourned to the same place, the same hour of the day the week following or to such other place, day and hour as the Committee shall determine and those persons then present shall be sufficient to form a quorum.
10. PRODUCEDURE AT GENERAL MEETINGS
(1) At all general meetings the President, or in his absence one of the Vice Presidents or in the absence of all of them a member of the Committee selected by the Corporate Members of the Company present at the meeting, shall preside.
(2) Every member present at a General Meeting, shall, subject to the provisions in Section 5, be entitled to one vote on every motion and in the case of an equality of votes, the member presiding shall have a second or casting vote.
11. OFFICERS OF THE COMPANY
The officers of the Company shall be:-
- The President - Second Vice President
- Honorary Secretary
- First Vice President
- Honorary Treasurer
12. EXECUTIVE COMMITTEE
(1) The management of the business of the Company shall be vested in the Executive Committee who, in addition to the powers and authorities hereby expressly conferred upon them, may exercise all such powers and do all such acts as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the Company in general meeting; provided that no rules so made shall invalidate any prior act of the Committee which would have been valid if such rule had not been made.
(2) The Committee shall consist of the officers of the Company and four other members who shall be as representative as possible of the various branches of engineering.
(3) All members of the Committee shall be elected by secret ballot at each Annual General Meeting and shall retire at the next Annual General Meeting, but shall be eligible for re-election.
(4) The President, Vice Presidents and Treasurer shall not hold the same office for more than two years consecutively, and the members of the Committee who are not officers of the Company shall not hold office on the Committee for more than five years consecutively.
(5) In the case of two or more candidates for a seat on the Committee receiving an equal number of votes the Chairman of the meeting shall have a second or casting vote.
13. VACANCY ON EXECUTIVE COMMITTEE
(1) A member of the Executive Committee shall automatically cease to hold office if:-
(a) he ceases to be a member of the Company;
(b) he is found lunatic or becomes of unsound mind;
(c) he is absent from three consecutive meetings of the Committee without an excuse in writing acceptable to the Committee;
(d) by notice in writing to the Company he resigns his office;
(e) the Company in general meeting remove him from office.(2) The Committee shall have power to appoint a member to fill any casual vacancy in the Committee until the next Annual General Meeting of the Company and the member so appointed shall retire at the next Annual General Meeting but shall be eligible for re-election at such meeting.
14. GENERAL POWERS OF COMMITTEE
(1) The Committee in addition to any other powers conferred upon them by or under these Rules or otherwise, shall manage the affairs of the Company and shall control the finances of the Company and without prejudice to the generality of the foregoing provisions shall have power to:-
(a) authorize the expenditure of the Company in such manner as they consider proper in furtherance of the objects of the Company.
(b) take such administrative action as may be necessary for properly carrying out the objects of the Company.
(2) The Committee may, from time to time at their discretion, raise or borrow or secure the payment of any sum or sums of money, for the purposes of the Company.
(3) The Committee may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit, and in particular by Mortgage or charge upon its real and personal property and /or by the issue of debentures charged (or not charged) upon all or any part of the property of the Company (both present and future).
(e) Debentures and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.
(f) Any debentures or other securities may be issued at a discount, premium, or otherwise, and with any special privileges as to redemption, surrender, drawings, attending and voting at general meetings of the Company and otherwise.
(4) The Committee shall have power to co-opt additional members for specific purposes, but such co-opted members shall not be entitled to vote at any meetings of the Committee.
(b) The Committee shall have the power to appoint sub-committees (from among members of the Company) for such purposes as they shall see fit from time to time, and such sub-committees shall have the power to co-opt additional members for specific purposes, and any such additional member shall have the right to vote on any matter for which he was co-opted.
(5) The Committee may from time to time employ any member of the Committee to perform any work or labour, or to supply any goods required by the Company, or to serve the Company in any professional capacity or as Head of a department or in any other capacity or character, and may remunerate him for such work or labour or goods or services as the Committee may think proper, and may enter into contracts with him for the purposes aforesaid but no member of the Committee shall note at any Committee meeting upon any question affecting his own employment as aforesaid or any contract relating thereto. A member of the Committee shall not be accountable for any profit arising from such employment.
15. MEETINGS OF THE EXECUTIVE COMMITTEE
(1) The Committee shall meet for the transaction of business whenever so summoned by the Secretary at the direction of the President, or upon a requisition in writing signed by at least three members of the Committee.
(2) Any five members of the Committee including two officers shall constitute a quorum.
(3) The President may, in his discretion, circulate matters to members of the Committee for their information or decision, and any decision so taken shall have the same force and effect as if taken at a meeting of the Committee;
Provided that:-
(a) No decision shall be taken upon any matter circulated if any member of the Committee requests that it shall be considered at a meeting.
(b) No decision taken on a matter circulated shall have any force or effect unless it has been circulated to at least five members including two officers of the Company.
(4) At all meetings of the Committee the proceedings shall not be invalidated by reasons solely of any vacancy in the membership thereof.
(b) At all meetings of the Committee the President, Vice President, or other member presiding, as the case may be, shall in the case of an equality of votes, have a second or casting vote.
(5) All acts done by any meeting of the Committee or by a Committee appointed by the Committee, or by any person acting as a member of the Committee shall not withstanding that it shall afterwards be discovered that there was some defect in the appointment of such committee members or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee and the Company shall indemnify members of the Committee or persons acting as aforesaid, and all persons relying on the validity of such acts, from all liability or losses incurred in connection with such acts.
MINUTES OF MEETINGS
(1) The Committee shall cause minutes to be duly entered in books provided for the purpose:-
(a) Of all appointments of officers.
(b) Of the names of the members of the Committee present at each meeting of the Committee and of any committee appointed by the Committee.
(c) Of all orders made by the Committee and committees appointed by the Committee
(d) Of all resolutions and proceedings of general meetings and of meetings of the Committee and committees appointed by the Committee.
(2) And any such minutes of any meeting of the Committee, or of any committee or of the Company, if purported to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting, shall be receivable as prime facie evidence of the matters stated in such minutes.
17. DUTIES OF HONORARY SECRETARY
The Secretary shall perform such duties as the Committee shall determine and shall:-
(a) keep a Register of all members of the Company;
(b) as far as possible attend all general meetings and meetings of the Committee;
(c) keep the minutes of the proceedings at all general meetings and meetings of the Committee;
(d) file with the Registrar of Company notices as to the names of members of the Committee and of any changes in membership of the Committee.
18. ACCOUNTS
(1) The Committee shall cause true accounts to be kept of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, and of the assets, credits and liabilities of the Company.
(2) The books of account shall be at the Office or at such other place or places as the Committee think fit.
(3) The Committee shall from time to time determine whether and to what extent, and at which times and places and under what conditions or regulations, the accounts and books of the Company or any of them shall be open to the inspection of members; and no member shall have any right of inspecting any account of book or document of the Company, except as conferred by statute or authorized by the Committee or by a resolution of the Company in general meeting.
(4) At every Annual General Meeting, the Committee shall lay before the Company a Statement of Account and Balance Sheet, containing a summary of the property and liabilities of the Company, for the proceeding financial year ended the 30th day of September, and every such balance sheet shall be accompanied by a report of the Committee as to the state and condition of the Company and the account, report and balance sheet shall be signed by a member of the Committee and Countersigned by the Secretary.
(5) Once at least in every year, the accounts of the Company shall be examined, and the correctness of the Statement of Account and Balance Sheet ascertained by an auditor.
(6) The Company at each Annual General Meeting shall appoint an Auditor or Auditors to hold office until the next Annual General Meeting, and their appointment remuneration rights and duties shall be regulated by the Act.
(7) Every account of the Committee when audited and approved by a general meeting, shall be conclusive, except as regards any error discovered therein within six months next after the approval thereof. Whenever any error is discovered within that period the account shall forthwith be corrected, and thenceforth shall be conclusive.
19. DIVIDENDS
The Company shall not pay to its members any dividends whatsoever.
20. SEAL
The Common Seal of the Company shall be such as the Officers may from time to time adopt.
21 INTERPRETATION AND AMENDMENT OF ARTICLES
(1) The Committee shall be the sole authority for the interpretation of the By-laws; and the decision of the Committee upon any question of interpretation or upon any matter affecting the Company and not provided for by these articles shall be final and binding on the members.
(2) The By-laws of the Company may be added to, amended or revoked by Special Resolution.
22. WINDING UP
Upon a winding up of the Company the property of the Company shall be sold and out of the moneys derived from such sale and out of the Company’s ready money the Committee shall discharge all the current liabilities of the Company and donate the balance, if any, to any person, company, firm or organization having objects the same or similar to the objects of the Company or to any charity, in the absolute discretion of the Committee for the time being.
