At the Council Chamber, Whitehall

THE 8th DAY OF FEBRUARY 2018

BY THE LORDS OF HER MAJESTY'S MOST HONOURABLE PRIVY COUNCIL

The Privy Council has approved amendments to the Byelaws of The Institute of Chartered Secretaries and Administrators as set out in the Schedule to this Order, to come into effect on 1st May 2018.

Richard Ti/brook

SCHEDULE

AMENDMENTS TO THE BYELAWS OF THE INSTITUTE OF CHARTERED SECRETARIES

AND ADMINISTRATORS

1. In Byelaw 1. 1:

a) in the definition of"Charter", delete "19" and substitute "21";

b) in the definition of"Disciplinary bodies": (i) delete "Appeals" and substitute "Appeal"; (ii) delete "22 .1" and substitute "21.1 "; ( (iii) delete "22.2" and substitute "21.2".

c) after the definition of "Electronic Means" insert:

""Eligible members" - For the purpose of these Byelaws, this means the Associates and Fellows, but not the Honorary Fellows or Affiliated M_embers.";

d) delete the definition of "Member": and substitute:

""Member" - A Fellow, Associate, Honorary Fellow or Affiliated Member of the Institute (this does not include a graduate or a subscriber).",

2. Delete Byelaw 1.2 and substitute:

"The following table shows where certain names and titles are defined and explained in the Byelaws.

Names and titles

Affiliated Member

Appeal Tribunal

Appropriate disciplinary body

Associate

Chief Executive, Director General or Equivalent

Del_egation Instrument

Divisional Committee

Disciplinary Tribunal

Fellow

Graduate

Honorary Fell ow

Investigation Group

Member in public practice

President and Vice Presidents

Professional Standards Committee ("PSC")

Scrutineers

Secretary

Subscribers

3. Delete Byelaw 1.7 and substitute:

Byelaw where they are defined

9

21

21

6

70

62

61

21

5

18

8

21

1 7

; 46

64

42

70

20"

"1.7 Where the Byelaws refer to passing or making regulations, Byelaws, rules and agreements (of whatever nature), this includes making, altering, amending, adding to, revoking and replacing them.".

4. In Byelaw 1.8 delete "round" and substitute "around".

5. In the heading ofByelaw 2, after "Charter" insert "and Byelaws".

6. In Byelaw 2.1 before "If' insert "If there is any inconsistency between these Byelaws and a rule or regulation made under the Byelaws, the Byelaws shall prevail.".

7. Delete Byelaw 4.1 and substitute:

"4.1 The Institute's membership is made up of Fellows, Associates, Honorary Fellows and Affiliated Members.".

8. Insert new Byelaw 5.3:

"5.3 Subject to these Byelaws, rules made by the Council shall provide for Fellows to use such titles, and such designatory letters after their name, as may be determined by the rules. The rules shall enable qualifying Fellows to use either or both of the titles "Chartered Secretary" and/or "Chartered Governance Professional", according to criteria as to examinations passed and professional experience attained.".

9. In Bye law 6.1 ( c ), after "Chartered Secretary", insert "or Chartered Governance Professional".

10. Insert a new Byelaw 6.2:

"6.2 Subject to these Byelaws, rules made by the Council shall provide for Associates to use such titles, and such designatory letters after their name, as may be determined by the rules. The rules shall enable qualifying Associates to use either or both of the titles "Chartered Secretary" and/or "Chartered Governance Professional", according to criteria as to examinations passed and professional experience attained.".

11. In Byelaw 8.1 after "discretion." insert "Subject to these Byelaws, rules made by the Council shall provide for Honorary Fellows to use such titles, and such de signatory letters after their name, as may be determined by the rules.".

12. In Byelaw 8.3 delete "24 to 26" and substitute "23 to 25".

13. Renumber Byelaws 9 to 16 as 10 to 17.

14. Insert new Byelaw 9:

"9 Affiliated Members

9.1 A Divisional Committee may resolve to allow persons within its Division to be admitted as Affiliated Members of the Institute.

9.2 A Division wishing to offer Affiliated Membership or to register Affiliated Members must first apply to the Council for, and receive, authorisation by way of Delegation Instrument in accordance with Byelaws 60.5, 60.6 and 62.l(c).

9.3 Affiliated Members attached to a Division may not transfer to the register of another Division. in their capacity as an Affiliated Member unless that other Division has been authorised to register them there pursuant to Byelaw 9.2 above.

9.4 Affiliated Members are to be elected by the Council and every candidate for election to Affiliated Membership must comply with the following conditions:

a) they must have nassed the Institute's examinations (subject to any exemptions granted by the Council);

b) they must satisfy the Council that, having regard to their character and position, they are fit and proper to be elected;

c) they must have such professional experience, if any, as the Council regulations may require; and ·

d) they must give the Council any information it requires about their duties and any organisation they have served.

9.5 Subject to these Byelaws, rules made by the Council shall provide for Affiliated Members to use such titles, and such designatory letters after their name, as may be determined by the rules. An Affiliated Member must not describe themselves as a Chartered Secretary or Chartered Governance Professional, nor use the titles or designatory letters denoting Fellows and Associates. An Affiliated Member's rights of participation and voting in General Meetings are subject to the limits provided for in Byelaws 32.1, 32.3, 33.2, 36.1, 36.5, 37.2 and 37.10.

9.6 Affiliated Members shall not hold themselves out, or permit themselves to be held out, as being qualified to act as secretary of a company or other body pursuant to any enactment in force in any jurisdiction which provides that either ·one or both of a Fellow and Associate may, or is qualified to, act as secretary of any company or other body.".

15. In Bye law 11.1 as renumbered delete "Fell ow or Associate" and substitute "member".

16. In Bye law 12.1 as renumbered delete "9" and substitute "1 0".

17. In Bye law 13.1 as renumbered delete "80" and substitute "79".

18. In Byelaw 14.1 as renumbered after "Members" insert "(except for Honorary Members)".

19. In Byelaw 14.5 as renumbered delete "13.2 to 13.4 "and substitute "14.2 to 14.4".

20. In Byelaw 14.7 as renumbered delete "or" and substitute", as a Chartered Governance Professional, as an Affiliated Member (as the case may be), nor".

21. In Byelaw 15.3 as renumbered delete "or use the" and substitute ", as a Chartered Governance Professional, as an Affiliated Member (as the case may be), nor use any titles or".

22. In Byelaw 15:4 as renumbered delete "22 to 26" and substitute "21 to 25".

23. Delete Byelaw 17 as renumbered (headed "People who cannot become member"s) and delete Byelaw 20 (headed "Part-qualified persons") and renumber all other Byelaws accordingly.

24. Delete Byelaw 17.1 .

25. Renumber Byelaw 17.2 as Byelaw 17.1.

26. In Byelaw 17.1 as renumbered delete "can" and substitute "may".

27. Insert new Byelaw 17.2:

"17.2A member can only carry on public practice as a Chartered Secretary or Chartered Governance Professional if they have a valid practising certificate required to be issued for that purpose under regulations made under Bye law 1 7 .1.".

28. In Byelaw 17.3:

a) after "can" insert "for the avoidance of doubt";

b) after "Secretary" insert "or Chartered Governance Professional";

c) after "Secretaries" insert "or Chartered Governance Professionals".

29. In Byelaw 17.5:

a) delete "17.2" and substitute "17.1 ";

b) In paragraph (a): 1. delete "definition" and substitute "definitions"; 11. after "Secretary'"' insert "and "public practice as a Chartered Governance

Professional";".

30. In Byelaw 18.6 after "Secretary" insert "or a Chartered Governance Professional".

31. In Byelaw 20 as renumbered delete "Affiliated persons" and substitute "Subscribers".

32. In Byelaw 20.1 as renumbered after "members" delete ", graduates or part-qualified persons".

33. In Byelaws 20.3 and 20.4 as renumbered delete "affiliated persons (or affiliates)," and substitute "subscribers," wherever it occurs.

34. In Byelaw 20.3 as renumbered after "members" delete the full stop"." and substitute", and are not entitled to receive notice of, attend or vote at general meetings.".

35. Insert a new Byelaw 20.5:

"20.5 If a Division resolves to offer Affiliated Membership pursuant to Byelaw 9, any person attached to that Division at that date who is described as an affiliate shall thereafter be known and described as a subscriber until that person is admitted to Affiliated Membership.".

36. In Byelaw 21.1 as r.enumbered:

a) in paragraph (a) and (b), delete "24" and substitute "23" wherever it occurs;

b) in paragraph ( c ), delete "26" and substitute "25".

37. In Byelaw 21.2 as renumbered delete "22.l" and substitute "21.1" wherever it occurs.

38. In By~law 21.3 as renumbered:

a) delete "22.2" and substitute "21.2";

b) delete "22 .11" and substitute "21.11 ".

39. In Byelaw 21.11 as renumbered delete "22 to 26" and substitute "21 to 25".

40. In Byelaw 23.1 as renumbered:

a) delete "24.8" and substitute "23.8";

b) delete "22.5" and substitute "21.5".

41. In Byelaw 23.2 as renumbered delete "24.I" and substitute "23. l ".

42. In Byelaw 23.8 as renumbered:

a) before "Council" insert "the"·' . '

b) delete "22.5" and substitute "21.5";

c) in paragraph (h) delete "25" and substitute "24".

43. In Byelaw 23.10 as renumbered delete "26.2" and substitute "25.2".

44. In Byelaw 24.1 as renumbered delete "24.8 and 24.9" and substitute "23.8 and 23.9".

45. In Byelaw 24.4 as renumbered delete "26" and substitute "25".

46. In Byelaw 25.3 as renumbered delete "26.2" and substitute "25.2" wherever it occurs.

47. In Byelaw 26.2 as renumbered:

a) delete "20.2";

b) delete "27.7" and substitute "26.7";

c) delete "31" and substitute "3 0".

48. In Byelaw 26.3 and 36.1 as renumbered delete "a member" and substitute "an eligible member" wherever it occurs.

49. In Byelaws 26.7, 26.8 and 26.9 as renumbered delete "27.7" and substitute "26.7".

50. In Byelaws 26.7 and 26.8 delete "30" and substitute "29".

51. In Byelaw 26.7 as renumbered delete "61.2, 61.7, 61.8, 61.9, 62.1 or 62.14" and substitute "60.2, 60.7, 60.8, 61.1 or 61.14".

52. In Byelaw 26.8 as renumbered delete "74" and substitute "73".

53. In Byelaw 27.l(b) as renumbered delete "statement" and substitute "statements".

54. In Byelaw 27.2 as renumbered:

a) delete "A comprehensive financial statement" and substitute "Comprehensive financial statements";

b) delete "statement" when it occurs for the second time and substitute "statements".

55. In: Byelaw 29.1 as renumbered delete "members (including at least 100 Fellows)" and substitute "Fellows and Associates (provided that at least 100 are Fellows)".

56. In Byelaws 2?.I (a), 32.3 and 33.2 (b) as renumbered delete "members" and substitute "Fellows and Associates" wherever it occurs.

57. In Bye law 29 .2 as renumbered:

a) delete "30.l(b)" and substitute "29.l(b)";

b) delete "30.3" and substitute "29.3".

58. In Byelaws 29.3, 29.6 and 32.2 as renumbered delete "30.1" and substitute "29.1" wherever it occurs.

59. In Byelaw 29.4 as renumbered:

a) after "those", insert "Fellows and/or Associates";

b) delete "29" and substitute "28".

60. In Byelaw 29.5 as renumbered:

a) delete "30.4" and substitute "29.4";

b) delete "members" and substitute "Fellows and/or Associates".

61. In Byelaw 29.6 as renumbered delete "30.5" and substitute "29.5".

62. In Byelaws 30.4 and 30.5( c) as renumbered delete "31.1" and substitute "30.1" wherever it occur:s.

63. In Byelaw 30.6 as renumbered delete "33.1" and substitute "32.1".

64. In Byelaw 30.7 as renumbered delete "27.6" and substitute "26.6".

65. In Byelaw 31.2 as renumbered delete "32.1" and substitute "31.1 ".

66. In Byelaw 32.1 as renumbered after "present", insert "who are each either a Fellow or an Associate of the Institute. Affiliated Members and Honorary Fellows shall not count for the purpose of determining whether there is a quorum. If there are no Fellows or Associates present at a general meeting within 30 minutes of the starting-time stated in the notice of meeting, then the meeting must be dissolved.".

67. In Byelaw 32.2 as renumbered delete "by members".

68. In Byelaw 32.3 as renumbered after "if', insert "any Fellows or Associates are present but".

69. In Byelaw 32.4 as renumbered:

a) delete "33.3" and substitute "32.3";

b) in paragraph (a), delete "meetings" and substitute "meeting".

70. In Byelaw 33.2 (b) as renumbered delete "them" and substitute "the Fellows and Associates present".

71. In Byelaw 35.4 and 35.6 as renumbered delete "36.5" and substitute "35.5".

72. In Byelaw 35.7 as renumbered:

a) delete "41. 1 " and substitute "40. l ";

b) delete "41.2" and substitute "40.2";

c) delete "41.4" and substitute "40.4".

73. Insert a new Byelaw 36.5 :

"36.5 An Affiliated Member may only propose an amendment to a substantive resolution that directly affects the rights or obligations of existing Affiliated Members ("affiliates" business"); or to a procedural resolution affecting the discussion or determination of affiliates" business. Affiliated Members are not otherwise entitled to propose amendments to resolutions, including any resolution affecting the eligibility requirements of future Affiliated Members.". ·

74. In Byelaws 37.2(b), 44.l(a)(i) and (ii), 47.l(b) and (c)(ii) and 59.5 as renumbered delete "members" wherever it occurs and substitute "eligible members".

75. In Byelaw 37.6 as renumbered delete "Voting" and substitute "Subject to Byelaw 37.10, voting".

76. In Byelaws 37.7 and 41.5 as renumbered delete "13.3" and substitute "14.3" wherever it occurs.

77. Insert a new Byelaw 3 7 .10:

"3 7 .10 An Affiliated Member may only vote on an item ofbusiness that directly affects the rights or obligations of existing Affiliated Members ("affiliates business"); or a procedural resolution affecting the manner in which "affiliates business" is discussed or determined. They are not entitled to vote on any other items of business or resolutions, including any re_solution affecting the eligibility requirements of future Affiliated Members.".

78. In Byelaw 39.2 as renumbered delete "40.3" and substitute "39.3".

79. In Byelaws 39.4 and 41.7 as renumbered delete "43" and substitute "42" wherever it occurs.

80. In Byelaw 40.9 as renumbered delete "41.8" and substitute "40.8".

81. In Byelaw 41.1 and 41. 5 as renumbered delete "The" and substitute "Subject to Byelaw 8.2 and 37.10, the" wherever it occurs.

82. In Byelaw 41.4 as renumbered:

a) delete "42.5" and substitute "41. 5 ";

b) delete "42.7" and substitute "41.7".

83. In Byelaw 43.l as renumbered:

a) in paragraph (a) delete "members" and substitute "eligible members and the Affiliated Members (only ifByelaw 37.10 applies)";

b) in paragraph (b ): 1. delete "70.3" and substitute "69.3"; 11. delete "part-qualified persons,"; 111. delete "affiliates" and substitute "subscribers";

c) in paragraph (c) delete "64" and substitute "63";

d) in paragraph (f) delete "63" and substitute "62";

e) in paragraph (g) delete "62" and substitute "61".

84. In Byelaws 43.l(f), 44.l(a)(ii) and 60.2 as renumbered delete "61.4" and substitute "60.4".

85. In Byelaws 43.l(f), 60A, 60.6, 62.1, 62.2, 62.2 (c), 62.2 (d) as renumbered delete "Agreements" wherever it occurs and substitute ''Instruments".

86. In Byelaw 4 7 .1 as renumbered:

a) in paragraph (a) delete "53" and substitute "44.1";

b) in paragraph (c): 1. delete "members" and substitute "eligible members in a Division"; 11. in sub-paragraph (i), delete "member" and substitute "eligible member".

87. In Byelaw 4 7.3 as renumbered delete "48.1" and substitute "4 7 .1 ".

88. In Byelaw 48.4 as renumbered:

a) delete "47" and substitute "46";

b) delete "45.l(b)" and substitute "44. l(b)".

89. In Byelaw 51.1 as renumbered delete "48" and substitute "47".

90. In Byelaw 51.3 as renumbered delete "47.6" and substitute "46.6".

91. In Byelaw 52.l(c) as renumbered delete "46.2" and substitute "45.2".

92. In Byelaw 52.2 as renumbered delete "53.l(c)" and substitute "52.l(c)".

93. In Byelaw 53.2 as renumbered delete "54. l" and substitute "53.1 ".

94. In Byelaw 53.3 as renumbered delete "54.2" and substitute ':53.2".

95. In Byelaws 58.1 and 58.3 as renumbered delete "59.2" and substitute "58.2" wherever it occurs.

96. Iti Byelaw 60.4 as renumbered delete "61.3" and substitute "60.3".

97. In Byelaw 60.6 as renumbered delete "63.2" and substitute "62.2".

98. In Byelaw 60.7 as renumbered:

a) delete "61.2,61.8" and substitute "60.2";

b) delete "61.9" and substitute "60.9".

99. Delete Byelaw 60.8.

100. Renumber Byelaws 61.9 and 61.10 as 60.8 and 60.9.

101. In Byelaw 60.9 as renumbered:

a) in paragraph (b) delete "22.11" and substitute "21.11 ";

b) in paragraph ( c) delete "44.1" and substitute "43 .1 ";

c) in paragraph (d): i. delete "70.3" and substitute "69.3"; ii. delete "70.4" and substitute "69.4".

102. In Byelaw 61.1 as renumbered delete "61.7" and substitute "60.7".

103. In Bye law 61.3 as renumbered:

a) delete "The" and substitute "Subject to any regulations made under Byelaws 61.11 and 61.12 below, the";

b) delete "members" and substitute "Fellows";

c) after "Division by" insert "eligible".

104. In Byelaws 61.7 and 61.8 as renumbered delete "62.6" and substitute "61.6" wherever it occurs.

105. In Byelaw 61.9 as renumbered after "co-opt" insert "eligible".

106. In Byelaw 61.10 as renumbered delete "62.9" and substitute "61.9".

107. In Byelaw 61.13 as renumbered delete "47, 48 (but excluding 48.l(b)), 49 to 51, 53 and 73" and substitute "46, 47 (but excluding 47.1 (b)), 48 to 50, 52 and 72".

108. In Byelaw 62.1 as renumbered:

a) in paragraph (a) delete "70" and substitute "69";

b) in paragraph (b) delete "70.2" and substitute "69.2";

c) in paragraph (c): 1. after "Associates," insert "Affiliated Members,"; 11. delete " , part-qualified persons"; • m. delete "affiliates" and substitute "subscribers"; 1v. after "6," insert "9"; v. after "18", delete the coma"," and substitute "and"; v1. delete "and 21 '';

109. In Byelaw 62.2 as renumbered delete the full stop"." and substitute"; and".

110. In Byelaw 63.1 as renumbered:

a) delete "profession" and substitute "professions";

b) after "Secretary" insert "and Chartered Governance Professional".

111. In Byelaw 63.2 as renumbered:

a) delete "professional";

b) after "Secretaries" insert "and Chartered Governance Professionals"; .

c) delete "programme" and substitute "programmes".

112. In Byelaw 64.2 as renumbered:

a) in paragraph (a) delete "member of the Institute" and substitute "Fellow";

b) in paragraph (b) delete "65.4" and substitute "64.4".

113. In Byelaw 65.1 (h) as renumbered after "duties as" insert "the".

114. In Byelaw 66.1 as renumbered:

a) delete "qualifications" and substitute "examinations";

b) delete "Professional Qualification" and substitute "a qualification".

115. In Bye law 67 .1 and 67.2 as renumbered delete "professional" wherever it occurs.

116. In Byelaws 67.2 and 68.2 as renumbered after "Secretaries" insert "and/or Chartered Governance Professionals (as the case may be)" wherever it occurs.

117. In Byelaw 70.4 as renumbered:

a) after "salary," insert "title";

b) after ''Council." insert "In particular, the Chief Executive may continue to be styled or titled as "Director General" or use such other style or title as the Council shall determine.".

118. In Byelaw 72.1 and 72.3 as renumbered delete "73.2" and substitute "72.2" wherever it occurs.

119. In Byelaw 72.2 as renumbered delete "73. l" and substitute "72.1 ".

120. In Byelaw 72.6 as renumbered delete "73.5" and substitute "72.5".

121. In Byelaw 73.2 as renumbered before "Council" insert "The".

122. In Byelaw 73.4 as renumbered delete "74.3" and substitute "73.3"'.

123. In Byelaw 74.1 as renumbered delete "74" and substitute "73".

124. In Byelaw 74.9 as renumbered delete "74.1" and substitute "73.l ".

125. In Byelaw 76.2 as renumbered delete "77.1" and substitute "76.1".

126. In Byelaw 76.4 as renumbered delete "77.3" and substitute "76.3".

127. In Byelaw 79.1 as renumbered:

a) delete (c );

b) re-number (d) and (e) as (c) and (d).

128. In Byelaw 79.2 as renumbered:

a) delete (b );

b) re-number paragraph (c) to (f) as (b) to (e) .

129. In Byelaw 79.3 as renumbered:

a) delete "80.4" and substitute "79.4";

b) delete "80.5" and substitute "79.5".

130. In Byelaw 81.2 as renumbered:

a) delete "82.5" and substitute "81.4";

b) delete "(which expression includes the United Kingdom Committee described in Byelaw 61.8"

131. In Byefaw 81.4 as renumbered delete "82.5" and substitute "81.2".

132. In Byelaw 81.5 as renumbered:

a) delete "authorised";

b) after "transaction" insert "authorised by the UKRIAT Committee";

c) delete "82.4" and substitute "81.4".

133. In Byelaw 82.1 as renumbered delete "83.2" and substitute "82.2".

134. Delete Byelaws 85.1 to 85.3.

135. RenumberByelaw 85.4 as 84.1.

136. In Byelaw 84.l as renumbered delete "49" and substitute "48".

137. In Byelaw 85.1 as renumbered after "any" when it occurs for the first time, insert "Delegation Instrument or".