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Code of Conduct
|Code of Conduct, Disciplinary Procedure, Royal Charter and Byelaws Foreword IOSH has been granted a Royal Charter to act in the interests of the general public benefit. IOSH’s Code of Conduct (“the Code”) is a public document. It has at its heart the IOSH vision of “a safer and healthier world of work”. It provides a strong ethical foundation for all our members working towards this vision. The purpose of the Code is to help members demonstrate their value and reliability through adhering to high standards. The aim of the Guidance is to support members in their efforts to reach and maintain the standards, which are expressed as integrity, competence, respect and service. The standards are based on public expectations of professionalism. The meaning of each standard is presented as a set of obligations expressed as individual Code Points. In scope, the Code applies principally to the activities of members as health and safety professionals. Members owe a primary loyalty to those at risk and should seek to ensure professional independence in the execution of their duties. In a profession, it is essential that members demonstrate integrity by being honest and acting fairly. Members must also avoid departing from the standards of integrity, competence and respect in their private lives in any way that could undermine public trust and confidence in the profession. Wherever possible, IOSH has provided practice-based examples in the Guidance to help interpret the Code. Members may also contact IOSH staff with queries about the Code and how it relates to particular situations. IOSH will supplement the Guidance to address frequently-asked questions. IOSH may investigate apparent or alleged non-compliance with the Code. Under Byelaw 8(1), all members have a duty to comply with the Code, which is effective from 04 March 2013. [Prior to that date the Code of Conduct approved by Council in September 2004 will apply.] Primarily the Code and Guidance are to assist members to do the right thing. When IOSH makes enquiries about members’ compliance with the Code, it will give them the opportunity to explain the reasonableness of their actions or omissions. Code of Conduct 1 Integrity Members are required to: 1.1 Be honest; 1.2 Abide by the law; 1.3 Notify the Institution in writing promptly if they have been (a) convicted of a criminal offence by a Court or (b) charged with a criminal offence contrary to health and safety legislation or (c) adjudged bankrupt or have entered into a formal arrangement with their creditors; and 1.4 Avoid conflicts of interest wherever possible and if one arises promptly take appropriate steps to manage it. 2 Competence Members are required to: 2.1 Ensure they are competent to undertake proposed work; 2.2 Ensure persons working under their authority or supervision are competent to carry out the tasks assigned to them; 2.3 Undertake appropriate continuing professional development and record it in the manner prescribed by the Institution; and 2.4 Ensure that they make clients, employers and others who may be affected by their activities aware of their levels of competence. 3 Respect Members are required to: 3.1 Cooperate fully with IOSH and abide by its Charter, Byelaws and Regulations; 3.2 Respect the rights and privacy of other people and organisations; 3.3 Cooperate with employers or clients in fulfilling their legal duties under the terms of their employment or consultancy contracts; 3.4 Have due regard for the effect their professional activities may have on others; 3.5 Ensure that their professional and business activities are reasonable; and 3.6 Respond promptly and appropriately to disputes and complaints. 4 Service Members are required to: 4.1 Ensure that the terms of appointment and scope of work are clearly recorded in writing; 4.2 Ensure that, where necessary, they have adequate professional indemnity insurance when providing consultancy services; 4.3 Carry out their professional work in a timely manner; 4.4 Ensure that professional advice is accurate, proportionate and communicated in an appropriate format; 4.5 Have due regard for levels of service and customer care reasonably expected of them; and 4.6 Inform any person overruling or neglecting their professional advice of the potential adverse consequences and keep a written record of the date, time and nature of this action. Code of Conduct – Guidance Introduction While this Guidance on the Code of Conduct is primarily addressed to IOSH’s members, it is also a public document. It provides explanation on how to apply the Code in practice. It will be updated as and when necessary; you should check the IOSH website for the latest version. In particular, investigation of future complaints will serve to clarify the interpretation of particular Code Points. 1 Integrity Members are required to: 1.1 Be honest You must be honest in discharging your duties as a health and safety professional. In litigation concerning other professionals, courts have decided that defendants have been dishonest if they knew that what they were doing would be regarded as dishonest by honest people. Knowingly misleading anybody for financial or other gain that could not have been made honestly is most likely to be unacceptable. Examples include giving misleading information about qualifications and/or memberships, either to a prospective or current client, in order to gain or retain instructions, or to a prospective or current employer, in order to obtain employment or to attain a promotion or enhanced benefits. Assisting others to gain from the provision of false information is also unlikely to be acceptable. Examples include entering misleading details on policies, procedures, risk assessments or similar documentation or records. You must be honest when you are ‘off duty’ too. However, IOSH will be reluctant to investigate if what is alleged, even if true, would not materially affect either your reputation as a health and safety professional, other members’ professional reputations or the reputation of IOSH itself. 1.2 Abide by the law To gain public trust and confidence, you must obey the law in all aspects of your life. Convictions for some criminal offences may lead to disciplinary proceedings being taken against the convicted members by IOSH. Historically IOSH has not given an exhaustive list of these criminal offences and we consider that doing so would be unwise. Generally, offences under health and safety legislation, and any involving dishonesty (see guidance to Code Point 1.1), are likely to lead to disciplinary proceedings. Sexual offences and offences involving violence are also likely to lead to disciplinary proceedings. Factors affecting IOSH’s decision whether to bring disciplinary proceedings will include the maximum sentence available on a first conviction for the offence, the extent to which you did or stood to profit from the offence and the extent of the actual or possible loss or harm to any victim. 1.3 Notify the Institution in writing promptly if they are (a) convicted of a criminal offence by a Court or (b) charged with a criminal offence contrary to health and safety legislation or (c) adjudged bankrupt or enter into a formal arrangement with their creditors. Transparency in all the matters covered by this Code Point underpins the integrity standard. (a) You must be proactive and give IOSH details of the offence(s) and the Court as a bare minimum, whether or not you are awaiting sentence and/or intend to appeal. If you accept an offer of a fixed penalty for an illegal act, without reference to a court, then IOSH does not anticipate taking disciplinary proceedings. For instance, in England fines and driving licence endorsements for speeding may be concluded without court involvement. These matters fall outside the scope of Code Point 1.3(a). You should, however, reflect on the particular threat to your own professional reputation, the reputation of other members and the reputation of IOSH presented by such illegal acts. (b) Being charged with an offence under health and safety legislation potentially could also affect the reputation of other members and/or IOSH itself, so self-reporting is imperative. (c) You should give full details of all the circumstances: the reasons why you were unable to pay your debts in full as and when they fell due; the steps you took to minimise losses to your creditors; and any reports prepared on your financial position, breaking down your assets and liabilities, including the nature of those liabilities. IOSH is likely to look more favourably on situations where your culpability for your predicament is low. 1.4 Avoid conflicts of interest wherever possible and if one arises promptly take appropriate steps to manage it. Conflicts of interest occur where your judgement may be affected by more than one interest, meaning an interest in the outcome: what may happen as a result of your involvement. Something that could benefit one interest may be detrimental to the other interest. An interest may be personal or professional. You usually have a personal interest in being able to provide for yourself and any dependants. This should not be allowed to interfere with the professional interest of giving appropriate health and safety advice. If you recognise a dangerous procedure but do not recommend a shutdown in case it ultimately leads to the closure of the company and your redundancy, then that could point to a lack of integrity. Similarly, as a consultant, if you are aware that your recommendations are not being implemented, but you continue to advise the organisation for the fee income you derive, then that may be similarly questionable. You are unlikely to be able to avoid having a personal interest in earning a living but should be able to put the welfare of the workforce or others affected by your activities first. Where you are acting as an expert witness in judicial proceedings the overriding objective will be to assist the decision-maker to deal with the case justly. If you take on the role of giving expert witness evidence, you should disclose any previous or continuing relationship that you have with any of the parties in the case at the time you are instructed and in any report prepared for the case. The conflicts that you are required to avoid include situations such as accepting responsibility for advising both parties to a contract. This is because the interests of the parties are competing interests that are in conflict, as each wants the best outcome for them. If you advise company A on selecting an external training provider and company B on tendering for providing training services to A, without disclosing to A or B that you act for the other, then that is likely to lead to a breakdown in trust and the possibility of complaint. A wants the best value it can get for its training budget and B wants to win custom at the highest rate possible. If the full extent of your involvement becomes known, A and B are likely to doubt that you could have at all times acted in their best interests and may resent you earning two fees. Indeed both may regard the second fee as an inappropriate secret profit made by exploitation. Conflicts of interest may also arise through the offer or acceptance of inducements. Inducements can include gifts, hospitality, preferential treatment and inappropriate appeals to friendship or loyalty. An inducement could affect your professional independence. You should not encourage any inducements which a reasonable observer may perceive to be factors that could affect your or another member’s objectivity, and thus the health and safety of others. There will be occasions where people approach you for a professional opinion that implicitly agrees with their interest. For example, a relative or friend wants you to give expert evidence in judicial proceedings for which the friend or relative’s interest is in an outcome favourable to them, which may not be a fair one. Even if you disclose your relationship and satisfy yourself that you are giving your genuine opinion that coincidentally favours your relative or friend, there is a real danger that the perception will be that you have allowed your objectivity to be clouded by family or friendship. If you fail to disclose this conflict of interest, it may look like you are concealing material information that undermines your credibility as an expert. Such concealment could point towards a lack of integrity. You need to consider whether, for professional reasons, you need to decline to take on certain work in the first place. If a conflict of interest arises, you should take appropriate steps to manage it. This may involve informing parties of the conflict and seeking their approval for adjustments to the situation designed either to remove the conflict entirely or significantly reduce its actual impact. Best practice, before continuing to act, is to seek written confirmation from each affected party that they have considered your disclosure and whether to take advice from an alternative source. In some circumstances the conflict may be of such a nature as to prevent a reasonable observer from concluding the situation can be managed satisfactorily. If so, you may need to consider ceasing to act for a party and possibly withdraw completely. When in doubt you should contact IOSH to discuss the matter. 2 Competence Members are required to: 2.1 Ensure they are competent to undertake proposed work. Competence is a combination of knowledge, skills, experience and recognition of the limits of your capabilities. Knowledge can be gained or developed by studying for qualifications, but a qualification, by itself, is not evidence of competence. It must be enhanced by skills and knowledge that you develop through experience. For example, as a health and safety practitioner you will have studied the harmful effects of noise along with prevention and control strategies for noise. You may not, however, have been taught the skills or have had the experience to be competent to undertake a detailed noise survey. In this case you would seek the services of a competent person in noise assessment or att nd the appropriate course and gain experience to raise your competence to an appropriate level to undertake the survey. If you provide expert witness services, you must take particular care to meet the requirements of the legal jurisdiction where you are providing them. Court rules may specify a number of mandatory statements and declarations for inclusion in reports. Members are strongly encouraged to undertake preparation for and familiarisation with the role of expert witness. Your overriding duty will be to the Court rather than to any person instructing you or with an interest in the outcome of the proceedings. Where a party to a case regards your evidence as unfavourable to their desired outcome then that party may seek to discredit you. If you do not demonstrate a grasp of both the duties of an expert witness and the Court rules that apply to your evidence, then this is one possible line of attack on your competence. 2.2 Ensure persons working under their authority or supervision are competent to carry out the tasks assigned to them. Where you are responsible for managing or supervising individuals, you are required to ensure that they are competent to carry out the tasks assigned to them. This may include: determining whether an individual is competent when recruited to a role; engaging the services of a consultant; or managing a team of advisors who provide a range of functions for an employer. It may also include making arrangements for persons under your authority to undertake appropriate Continuing Professional Development to maintain their level of competence. It is advisable, as a supervisor or manager, to have a clear idea of the range of competences present in your team to avoid placing individuals in a situation where they may feel obliged to undertake a task, even when they are not competent to do so. 2.3 Undertake appropriate continuing professional development and record it in the manner prescribed by the Institution. Competence is not attained through qualification alone. You should maintain and improve your competence by participating in Continuing Professional Development (CPD) activities throughout your professional career. The CPD regulations require chartered fellows, chartered members, graduate members and technical members to undertake a programme of CPD. You should document your CPD through the IOSH system. CPD is not limited to attending training events and conferences. You are encouraged to reflect on all aspects of your professional activities, to identify positive areas of practice that have led to new insights, and to identify gaps in knowledge. Further advice on how to maintain your CPD is available from IOSH. You should expect IOSH to take a look at your compliance with the CPD regulations if it has cause to make any enquiries about your compliance with other parts of the Code. 2.4 Ensure that they make clients, employers and others who may be affected by their activities aware of their levels of competence. There may be occasions when you are asked to carry out a specific task that requires specialist skills or knowledge that are beyond the limits of your competence. In these circumstances you should inform the client or employer of the limitations of your competence and consider the following options. (a) Decline the work, indicating where specific competences are required. It is recommended that you identify a suitable person or organisation with such competences to complete the work. (b) Agree to carry out the work, provided it is supervised and/or peer-reviewed by another suitably competent person. This may be the best way to extend your current competences, if you desire that. (c) Agree to carry out the work, but with your initial advice subject to review in the light of wider experience. This option may be appropriate for novel situations for both you and your client or employer, and where the risks to all involved are assessed and acceptable. You should make efforts to avoid such situations and learn how to minimise them, but they may be the only realistic option in certain circumstances. Remember that stopping or delaying work to consult others with appropriate competences is also a safe option in most cases. Working outside your competence area may have legal implications to you and the employer/client, and also to your continued membership of IOSH. 3 Respect Members are required to: 3.1 Cooperate fully with IOSH and abide by its Charter, Byelaws and Regulations. Cooperation with IOSH includes providing information as requested. For example, you may be asked to business cards, policy and procedures documents, risk assessments or reports. You could be asked to clarify CPD details by providing copies of attendance certificates to conferences or courses following an audit of your CPD. If any doubt about your financial propriety is raised, you may be asked for financial records. Code Point 1.3 already requires that you notify IOSH of specified criminal actions or allegations, and IOSH may request further details concerning these. You must have regard to the reputation and good standing of IOSH and other members. You should avoid conduct that brings you and/or other members and / or IOSH into disrepute; and/or is prejudicial to the interests of IOSH. Such conduct may include injuring the reputation of a member and inappropriate behaviour, such as using foul language, when representing IOSH at an event. Conduct that is prejudicial to the interests of IOSH may include using the IOSH logo or name without permission for financial gain. 3.2 Respect the rights and privacy of other people and organisations. As an occupational safety and health professional, disagreements will happen from time to time. To avoid making disagreements personal, it is important to remember that is often acceptable to criticise ideas but often unacceptable to criticise individuals, particularly in an offensive manner. Respecting other people includes behaving in an appropriate manner. Inappropriate behaviour includes the use of foul language or acting in an intimidating or threatening way. Respecting an individual’s rights will include ensuring that you do not discriminate on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex and sexual orientation. Race includes colour, nationality and ethnic or national origin. You should not discriminate on the grounds of socio-economic status either. You must specifically respect the privacy of the individual. Information technology may have an adverse affect on an individual’s privacy, and advice should be sought on data protection legislation when storing personal information. 3.3 Cooperate with employers or clients in fulfilling their legal duties under the terms of their employment or consultancy contracts. As a competent person, you have an obligation to provide appropriate advice concerning the health, safety and welfare of employees and others in assisting employers and clients in fulfilling their legal duties. Employers may from time to time request further information to clarify advice given and, where this is clearly within the terms of your contract, you have an obligation to provide it. 3.4 Have due regard for the effect their professional activities may have on others. You should take all reasonable care to maintain the confidentiality of personal, managerial, technical, commercial and/or security information obtained as a result of your professional activity. Where information obtained as a result of the professional activity relates directly to the health and safety of individuals, you should endeavour to ensure that such information is communicated to the individuals concerned by working through the information owners. 3.5 Ensure that their professional and business activities are reasonable. The following are examples of unreasonable behaviour, lack of transparency and impartiality that are likely to be considered to be a breach of 3.5: Providing inappropriately bundled services to clients, causing them to pay for things they do not need; Failing to respond to a client who had repeatedly requested a response relating to work undertaken; Recommending suppliers of, say, personal protective equipment, or the services of any third party, without mentioning any benefit, such as commission for the introduction, that could accrue to you (this may fall under Code Point 1.4); and Making claims of success rates (either in assisting with contractor accreditation scheme applications or for examination candidates tutored or trained by you or by your organisation) that cannot be substantiated and/or are not adjusted from time to time in order to reflect the latest outcomes. 3.6 Respond promptly and appropriately to disputes and complaints. A dispute can include a disagreement or a difference of opinion between two or more parties. A complaint is an expression of dissatisfaction requiring a response. Completely ignoring a complaint or failure to manage a dispute, whether you feel it is justified or not, is generally not acceptable. As a professional you are expected to take steps to resolve disputes and respond to complaints whenever possible. Consideration should also be given to the guidance under Code Point 3.2. 4 Service Members are required to: 4.1 Ensure that the terms of appointment and scope of work are clearly recorded in writing. It is possible to have a legally binding oral contract. The problem in the event of any dispute, however, is that it is one person’s word against another’s. One of the most likely causes of a dispute is a lack of contractual clarity. Professional indemnity insurers will expect written agreements because defending claims for inadequate professional service based on oral contracts will be harder. Written agreements should aid debt recovery. If you are seeking to recover fees via a Court process and the client contests, why should your word automatically be preferred over the client’s? If you expect to be believed as a ‘professional’, you may find that a Judge cannot understand why you – the professional – have acted without a written agreement. 4.2 Ensure that, where necessary, they have adequate professional indemnity insurance when providing consultancy services. Independent consultants will require professional indemnity insurance (PII) cover. Further advice on the recommended levels of cover can be obtained by contacting an insurance broker. A member who is in full-time employment or working for a larger consultancy will probably be covered by the organisation’s indemnity cover. Members, however, have an obligation to confirm this with their employer. 4.3 Carry out their professional work in a timely manner. Delays in issuing reports, conducting inspections, producing policies and procedures may have implications on the health, safety and welfare of employees. Agreeing the terms and scope of the work in advance, in accordance with Code Point 4.1, will help clarify the time requirements. Delays in work can happen due to unforeseen circumstances. If so, members are advised to inform the employer or client at the earliest opportunity so that they can seek other sources of advice if they need an urgent response. 4.4 Ensure that professional advice is accurate, proportionate and communicated in an appropriate format. Minor mistakes do not generally amount to a breach of the Code but may result in complaints or disputes, which fall under Code Point 3.6. Other matters may have more serious consequences. For example, citing legislation inaccurately in a report could have serious implications in the workplace and may be viewed differently. If a Court makes a finding that you have been negligent when providing professional advice, then that will not automatically lead IOSH to disciplinary proceedings against you. In deciding what action, if any, to take, IOSH will look at the wider circumstances. If you are practising as a consultant and pay damages awarded against you, then that would be a mitigating factor. Hence the need to have adequate PII cover as required at Code Point 4.2 above. Aggravating factors could include inability to pay damages awarded and any failure to comply with Code Points 2.1 and 2.3. A proportionate approach to professional advice is required. For example, over-stating the risk may lead to excessive expenditure or further consultancy not necessarily needed. The format used when providing professional advice will vary. In most situations best practice will be to provide written advice, or written confirmation of advice provided orally, as soon as is reasonably practicable. You should bear in mind that, for PII purposes, it is highly desirable to have an audit trail of information received and advice given, in order to deal efficiently with any subsequent claims. 4.5 Have due regard for levels of service and customer care reasonably expected of them. You should keep appropriate records. This includes contemporaneous attendance notes for detailed telephone conversations. In particular, any significant changes to the originally agreed service level and payment terms should be documented. Inertia when it comes to recording agreed variations could cause future disputes. You should also have some type of records management system. If you use external storage facilities you need to know exactly what you have sent there and be able to retrieve records efficiently. You should have regard to other IOSH publications such as the Consultancy Good Practice Guide. Where a client has contracted out a service to you, it would be inappropriate to then further sub-contract that service to another party without the client’s express agreement. This would be less appropriate still if the sub-contractor’s level of competence was lower than your own. (See also Code Points 2.2 and 3.5.) You should consider giving advance notice to clients of periods where you will be unavailable in order to manage their expectations. Good communication can make complaints far less likely. If you expect to observe religious or cultural festivals that are not public holidays, then letting clients have early notification of dates you will be unavailable is likely to aid relations. If you practise on your own and know in advance that you will be unavailable for more than a few working days then think about making arrangements to prevent the impression forming that you do not answer letters, return calls, etc. It is also a good idea to have some contingency plans for unexpected absences. A common cause of complaints to professional bodies is failure to respond to clients. A common cause of these complaints escalating to disciplinary proceedings is failure by members to respond to their professional bodies. If you are unable to work normally you need to be able to depend on somebody to relay that news on your behalf. If you are moving you should ensure continuity of service is not broken. You need to consider postal redirection for the maximum period if you have not informed all current and recent clients of your change of address in advance. 4.6 Inform any person overruling or neglecting their professional advice of the potential adverse consequences and keep a written record of the date, time and nature of this action. As a health and safety professional, you may find employers or clients occasionally either ignore your advice or fail to act on all of it within your recommended timescales. There can be times when the employer or client is ignoring advice on something that presents an imminent danger to the workforce. Health and safety professionals are required to exercise professional independence and to remain as objective as they can. If you believe your advice is not being followed, you should take reasonable steps to make the person overruling your advice aware of the potential consequences. This would normally be in writing, and you should ask for a confirmation receipt. If this does not work, then you are expected to escalate the matter to the next tier of management in a further effort to see changes implemented. In a situation where you have a genuine concern that death or serious injury might result, then the right thing to do is contact an enforcement agency such as the Health and Safety Executive (HSE). You are expected to “do the right thing” regardless of the possible cost to you. In extreme cases, this might mean resigning or ending a relationship with a client. HSE provides information on the Public Interest Disclosure Act 1998, which is designed to protect workers who ‘blow the whistle’ about a wrong-doing. A wrong-doing may include where you have a reasonable belief that your disclosure tends to show one or more of the following: a criminal offence; a breach of a legal obligation; a miscarriage of justice; a danger to the health and safety of any individual; damage to the environment; or the deliberate covering-up of information tending to show any of the above. Disciplinary Procedure Foreword The Board of Trustees has made these Regulations that are required under Byelaw 8 ‘Discipline’. Council has approved these Regulations. They come into force on 01 February 2017. Under its Royal Charter, IOSH acts in the interests of the general public benefit by doing what may be necessary to maintain and improve the professional status of its members. Accordingly members must follow the IOSH Code of Conduct, the purpose of which is to enable them to uphold standards of integrity, competence, respect and service so that there is public trust and confidence in them and IOSH itself. IOSH will provide guidance explaining how complaints may be made against IOSH members. It is important that the facility to complain exists but complaints will only lead to disciplinary proceedings in serious cases. 1 Interpretation and definitions 1.1 In these Regulations, unless the context otherwise requires: 1.1.1 Words importing the singular number only shall include the plural number and vice-versa; 1.1.2 Words importing the masculine gender only shall include the feminine gender, and shall be taken to include reference to organisations; 1.1.3 Words denoting persons shall include organisations. 1.2 Unless the context otherwise requires, words and expressions used in these Regulations shall have the meanings given to them in the Charter and Byelaws of IOSH, and the following words and expressions shall have the meanings set out below: ‘the Complainant' means the person who made the allegation of misconduct and may be an employee or appointee of IOSH; ‘the Director’ means the Head of Governance or another employee of IOSH authorised by the Board of Trustees who may delegate his role under these Regulations to an employee or appointee of IOSH, so references to the Director within these Regulations shall be read as references to the employee or appointee to whom the Director has delegated; 'Hearing' means a meeting of either the Disciplinary Committee or the Appeal Committee at which the Director and the Subject may be heard as prescribed by these Regulations; 'a Higher Penalty' means removal from the Board of Trustees and/or Council and/or any other IOSH committee or suspension of membership of IOSH or expulsion from membership of IOSH; 'Misconduct' means conduct that (i) breaches the Code of Conduct and/or (ii) amounts to unacceptable professional conduct within the standards expected in the health and safety profession and/or (iii) may bring IOSH or the health and safety profession into disrepute and/or (iv) is prejudicial to the interests of IOSH and/or (v) is in breach of a decision made, or penalty imposed under these Regulations; 'the Professional Ethics Committee' means the Professional Ethics Committee or such other committee as the Board of Trustees may from time to time authorise; 'the Public Interest' means the interests of the general public benefit and 'what is in the Public Interest' means what is necessary in order to maintain public trust and confidence in IOSH members and IOSH; ‘the Relevant Committee’ means the Professional Ethics Committee, Disciplinary Committee or Appeal Committee all of which shall make decisions under these Regulations by simple majority; and ‘the Subject’: means a member of IOSH who is the subject of an allegation of misconduct. 2 Aim These Regulations set out the procedure to be followed where an allegation of misconduct is made against a member of IOSH. The aim of these Regulations is fairness, so the fact that any allegation of misconduct is made will not automatically lead to the imposition of any penalty. A member will be given reasonable opportunity to put their case where the allegation is suitable for investigation. In performing their roles under these Regulations the Director and the Relevant Committee shall have regard to the Public Interest, proportionality and any current policy document concerning these Regulations published by IOSH. 3 General provisions 3.1 Time limits The Director may, at his discretion, vary any time limit set out in these Regulations. 3.2 Requirements for an allegation of misconduct 3.2.1 An allegation of misconduct must be made in writing, or a written summary of it agreed between the Director and the Complainant, and accompanied by copies of any documentation relevant to it. 3.2.2 IOSH shall not be obliged to investigate an allegation of misconduct if (i) the allegation is made anonymously; or (ii) the alleged incident occurred more than one year prior to receipt of the allegation. 3.3 Legal proceedings 3.3.1 The Director may at his discretion suspend investigation of an allegation of misconduct under these Regulations where the existence of any criminal investigation or other legal proceedings indicates that this is appropriate. 3.3.2 In considering an allegation of misconduct, the Relevant Committee shall be entitled to rely on a certificate of criminal conviction and/or transcript of the criminal court’s judgment as evidence of the offence committed, or the decision of a civil court or tribunal as evidence of the issues determined by that court or tribunal. 3.4 Standard of proof Subject to the provisions of these Regulations the Relevant Committee may find an allegation of misconduct proven or confirm a finding that an allegation of misconduct is proven provided it is satisfied on the evidence available that it is more likely than not to be true. 3.5 Precautionary suspension 3.5.1 If the Subject is charged with or convicted of a criminal offence under health and safety legislation or any other serious criminal offence the Director may suspend him with immediate effect. 3.5.2 Unless determined otherwise by the Director, a member who is suspended shall not, throughout the period of suspension, be permitted to use any designation or initials appropriate to membership, and may not attend or vote at any general meetings of the members. 3.5.3 Unless determined otherwise by the Director, the period of suspension shall continue until the conclusion of any disciplinary proceedings. 3.5.4 A member who is suspended may make written representations to the Director within 10 working days of the suspension being imposed. 3.5.5 A member who is suspended may apply in writing to the Director for the suspension to be reviewed every four weeks. 4 Initial stages 4.1 Decision by the Director whether to investigate or not 4.1.1 Within 15 working days of receiving an allegation of misconduct the Director shall: (i) contact the Complainant to acknowledge receipt; and (ii) assess whether it is necessary to seek any further information relating to the allegation of misconduct from the Complainant or elsewhere and if so request it. 4.1.2 As soon as is reasonably practicable the Director shall decide whether to investigate the allegation of misconduct. 4.1.3 If the Director decides not to investigate he shall send the Complainant reasons for his decision in writing. 4.1.4 If the Director decides to investigate he shall send the Subject formal written notice of the allegation of misconduct, together with copies of any documentation submitted by the Complainant or obtained from any other source that affected his decision to investigate, and require a written response from the Subject. 4.1.5 Within 20 working days of receiving a notice from the Director in accordance with paragraph 4.1.4, the Subject shall submit a written response stating whether he admits or denies the allegation of misconduct, and must provide copies of any documentation upon which he wishes to rely. 4.2 Decision by the Director whether to refer to the Professional Ethics Committee or not 4.2.1 After 22 working days have elapsed from the date of notice given in accordance with paragraph 4.1.4 the Director shall decide whether to refer the allegation of misconduct and any response from the Subject for consideration by the Professional Ethics Committee. 4.2.2 If the Director decides not to refer to the Professional Ethics Committee he shall send the Complainant and the Subject reasons for his decision in writing. 4.2.3 If the Director decides to refer the allegation of misconduct to the Professional Ethics Committee he shall provide the Professional Ethics Committee with copies of the documentation sent to the Subject in accordance with paragraph 4.1.4 together with copies of documentation received from the Subject (if received). 5 Professional Ethics Committee 5.1 Jurisdiction The Professional Ethics Committee shall consider allegations of misconduct referred to it by the Director under paragraph 4.2.3. 5.2 Composition The composition of the Professional Ethics Committee is prescribed in separate Regulations made pursuant to Byelaw 13. 5.3 Procedure The Professional Ethics Committee shall make decisions based solely on documentation provided to it. 5.4 Powers The Professional Ethics Committee may: (a) adjourn on such terms as it considers appropriate; or (b) dismiss the allegation of misconduct on the grounds that there is no case to answer or that any further formal action under these Regulations is disproportionate; or (c) if the Subject admits the allegation, either (i) invite the Subject to make written representations by way of mitigation and, after considering any representations received, provide guidance on his conduct, or issue a reprimand; or (ii) if the Professional Ethics Committee considers that a Higher Penalty ought to be imposed, refer the matter to the Disciplinary Committee under paragraph 5.4(d); or (d) refer the matter to be considered by the Disciplinary Committee. 5.5 Notification of decisions 5.5.1 The Professional Ethics Committee shall notify the Director of its decision in writing within 10 working days of the decision being made. The notice must set out the reasons for the Professional Ethics Committee’s decision. 5.5.2 Within 10 working days of receipt of the Professional Ethics Committee’s decision, the Director must notify the Subject and the Complainant of the decision. 5.5.3 There is no right of appeal against the decision reached in paragraph 5.4 above. 6 Disciplinary Committee 6.1 Jurisdiction The Disciplinary Committee shall consider matters referred to it by the Professional Ethics Committee in accordance with paragraph 5.4 (d) unless the Director elects to cancel the referral on any of the following grounds: (a) the Subject has died; or (b) in light of new information since the referral there no longer appears to be a realistic prospect of a finding that the allegation of misconduct is proven; or (c) for any other reason by reference to factors including the seriousness of the allegation it no longer appears to be in the Public Interest for a hearing to be held and both the Complainant and the Subject have had an opportunity to make representations to the Director about a possible cancellation. 6.2 Composition 6.2.1 The Disciplinary Committee shall consist of one IOSH member and two independent members. 6.2.2 An individual will not be eligible to be appointed as a member of the Disciplinary Committee if he has had any previous involvement in the matter or is a member of the IOSH Council or the IOSH Board of Trustees. 6.2.3 The Disciplinary Committee shall appoint one of the independent members as Chair. 6.3 Clerk An employee or appointee of IOSH who has not previously been involved in the matter and who is not a member of the IOSH Council or the IOSH Board of Trustees shall act as clerk to the Disciplinary Committee. 6.4 Procedure 6.4.1 Subject to the following and to the provisions of these Regulations, the Disciplinary Committee shall determine its own procedure. 6.4.2 The Disciplinary Committee may adjourn at any time to discuss decisions or determine a procedural query. 6.4.3 The Disciplinary Committee may obtain such legal, technical or other advice as it thinks fit. 6.4.4 Any advice received by the Disciplinary Committee in accordance with paragraph 6.4.3 shall be disclosed, before the Disciplinary Committee exercises any of the powers available to it under paragraph 6.6, to the Director and the Subject. 6.5 Hearing arrangements 6.5.1 The Disciplinary Committee shall hold a hearing to consider the matter afresh. The case against the Subject shall be presented by the Director. The Subject and the Director may call witnesses in support of their cases. 6.5.2 The Subject shall be informed in writing of the substance of the allegations against him at least 30 working days before the hearing. Notice of the allegations must include the date and time of the hearing and be accompanied by copies of any documentation (including witness statements) to be considered at the hearing, together with details of any witnesses to be called by the Director. 6.5.3 At least 15 working days before the hearing, the Subject shall confirm in writing if he admits or denies the allegations, and provide copies of any documentation (including witness statements) on which he intends to rely, together with details of any witnesses to be called. 6.5.4 At least 10 working days before the hearing, the Clerk to the Disciplinary Committee shall circulate to Committee members and to the parties a bundle consisting of the documentation referred to at paragraphs 6.5.2 and 6.5.3, together with a copy of these Regulations. 6.5.5 The Disciplinary Committee may proceed in the absence of the Subject if: (a) the Subject has been properly notified of the date and time of the hearing in accordance with paragraph 6.5.2; and (b) it is satisfied that doing so is fair, taking account of any information given by or on behalf of the Subject balanced against the Public Interest. 6.5.6 The Subject may be represented at the hearing by a friend, legal or other representative. 6.5.7 Unless determined otherwise by the Disciplinary Committee, the hearing shall be open to the Complainant, IOSH members and to the general public. The Disciplinary Committee may exclude or expel any person from all or part of the hearing if that person disrupts, or is likely to disrupt, the hearing, or if fairness otherwise requires. 6.5.8 The Subject and the Director may question, at the hearing, witnesses called by the other party. The Disciplinary Committee may ask questions of any person present at the hearing. Unless determined otherwise by the Disciplinary Committee, only those witnesses whose details and statements have been provided to the other party in advance (in accordance with paragraphs 6.5.2 and 6.5.3) shall be entitled to speak at the hearing. 6.5.9 Unless determined otherwise by the Disciplinary Committee, evidence shall be taken in the following order: the Director will present the case against the Subject; the Subject will present his case; the Director will be invited to give a closing statement; the Subject will be invited to give a closing statement. 6.6 Powers 6.6.1 The Disciplinary Committee may: (a) adjourn on such terms as it considers appropriate; or (b) dismiss the allegation; or (c) find the allegation proven, and may also by way of imposing a penalty or penalties take any one or more of the following actions in respect of the Subject, on such terms as it thinks fit: (i) provide guidance on his conduct; (ii) issue him with a reprimand; (iii) remove him from the Board of Trustees and/or Council and/or any other IOSH committee as applicable; (iv) suspend his membership of IOSH; or; (v) expel him from membership IOSH. 6.6.2 Before imposing a penalty the Disciplinary Committee shall consider mitigation, if any, offered by the Subject. 6.6.3 If in the opinion of the Disciplinary Committee it is appropriate in the interests of fairness, the Disciplinary Committee may order IOSH or the Subject to contribute to the costs incurred by the other in the conduct of the hearing. 6.7 Notification of decisions The Disciplinary Committee shall inform the Complainant, the Director and the Subject of its decision in writing within 10 working days of the decision being made. The notice must set out the reasons for the Disciplinary Committee’s decision, and, if appropriate, must inform the Subject of his right of appeal under paragraph 7.1.1. 7 Appeal Committee 7.1 Jurisdiction 7.1.1 The Subject may appeal against the decision of the Disciplinary Committee to the Appeal Committee, by submitting full grounds of appeal in writing to the Director within 10 working days of receiving the Disciplinary Committee’s decision. 7.1.2 Examples of grounds of appeal include: (a) serious errors in the procedures followed by the Disciplinary Committee; (b) the imposition of an unreasonably excessive sanction by the Disciplinary Committee; or (c) the emergence of new material evidence, which could not reasonably have been submitted to the Disciplinary Committee. 7.1.3 If the Director wishes to submit a response to the Subject's grounds of appeal, he shall do so within 10 working days of receiving it. 7.2 Composition of Appeal Committee 7.2.1 The Appeal Committee shall consist of one IOSH member and two independent members. 7.2.2 An individual will not be eligible to be appointed as a member of the Appeal Committee if he has had any previous involvement in the matter or is a member of the IOSH Council or the IOSH Board of Trustees. 7.2.3 The Appeal Committee shall appoint one of the independent members as Chair. 7.3 Clerk An employee or appointee of IOSH who has not previously been involved in the matter and who is not a member of the IOSH Council or the IOSH Board of Trustees shall act as clerk to the Appeal Committee. 7.4 Procedure 7.4.1 Subject to the following and to the provisions of these Regulations, the Appeal Committee shall determine its own procedure. 7.4.2 The Appeal Committee may adjourn at any time to discuss decisions or determine a procedural query. 7.4.3 The Appeal Committee may obtain such legal, technical or other advice as it thinks fit. 7.4.4 Any advice received by the Appeal Committee in accordance with paragraph 7.4.3 shall be disclosed, before the Appeal Committee exercises any of the powers available to it under paragraph 7.6, to the Director and the Subject. 7.5 Hearing arrangements 7.5.1 The Appeal Committee shall hold a hearing to review the Disciplinary Committee’s decision unless, exceptionally, the Appeal Committee determines that a full re-hearing is appropriate. 7.5.2 The Subject shall be informed in writing of the date and time of the hearing at least 30 working days in advance. 7.5.3 At least 10 working days before the hearing, the Clerk shall circulate to members of the Appeal Committee, the Subject and the Director copies of the Disciplinary Committee’s decision, the grounds of appeal submitted in accordance with 7.1.1, the response of the Director, if any, and a copy of these Regulations. 7.5.4 The Appeal Committee may proceed in the absence of the Subject if: (a) the Subject has been properly notified of the date and time of the hearing in accordance with paragraph 7.5.2; and (b) it is satisfied that doing so is fair, taking account of any information given by or on behalf of the Subject balanced against the Public Interest. 7.5.5 The Subject may be represented at the hearing by a friend, legal or other representative. 7.5.6 Unless determined otherwise by the Appeal Committee, the hearing shall be open to the Complainant, IOSH members and to the general public. The Appeal Committee may exclude or expel any person from all or part of the hearing if that person disrupts, or is likely to disrupt, the hearing, or if fairness otherwise requires. 7.5.7 The Subject may present his grounds of appeal and the Director may respond. The Appeal Committee may ask questions of any person present at the hearing. 7.5.8 If the Appeal Committee determines, in accordance with paragraph 7.5.1, that the appeal will be a full re-hearing, the re-hearing shall be conducted in accordance with the provisions of paragraph 6.5, and references to the Disciplinary Committee shall be read as references to the Appeal Committee. 7.6 Powers 7.6.1 The Appeal Committee may: (a) adjourn on such terms as it considers appropriate; or (b) confirm the Disciplinary Committee's decision; or (c) overturn the Disciplinary Committee's decision; or (d) vary the Disciplinary Committee's decision with any one or more of the actions that were available to the Disciplinary Committee in paragraph 6.6.1 (c) being available to the Appeal Committee by way of imposing a penalty or penalties in relation to the Subject on such terms as it sees fit. 7.6.2 Before imposing a penalty the Appeal Committee shall consider mitigation, if any, offered by the Subject. 7.6.3 If in the opinion of the Appeal Committee it is appropriate in the interests of fairness, the Appeal Committee may, order IOSH or the Subject to contribute to the costs incurred by the other in the conduct of the hearing. 8 Publication of disciplinary decisions Unless the Relevant Committee determines otherwise, decisions made under paragraphs 5.4 (c) (i), 6.6 and 7.6 shall be published in the official magazine of IOSH and/or on its website. Unless requested in writing by the Complainant or by the witness concerned, the published decision shall not identify the complainant or any witnesses involved in the proceedings. 9 Former members 9.1 This paragraph applies where: (a) an allegation of misconduct meeting the requirements of paragraph 3.2.1 is required; and (b) the Subject has ceased to be a member of IOSH by the time the allegation of misconduct is received; and (c) the allegation of misconduct relates to matters which occurred during the time the Subject was a member of IOSH. 9.2 The Director shall decide at his absolute discretion whether or not to investigate an allegation of misconduct falling within paragraph 9.1. If the Director decides to investigate the allegation of misconduct, then these Regulations shall apply to the Subject as if he had not ceased to be a member of IOSH. The Institution’s Charter and Byelaws were approved by the Privy Council on 06 November 2002 and came into effect on 01 April 2003. Amendments to the Charter and Byelaws were approved by the Privy Council on 22 March 2005 and come into effect on 17 November 2005. Subsequent amendments were made and came into effect on the 19 May 2009. This document incorporates those amendments --------------------------------------------------------------------------------------------------------------- Royal Charter ELIZABETH THE SECOND by the Grace of God of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith: TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING! WHEREAS The Institution of Occupational Safety and Health (“the Institution”) was founded in the year One thousand nine hundred and fifty-four under the name of the Institution of Industrial Safety Officers and incorporated on 1st April 1963 as a company limited by guarantee under the name of “The Institution of Industrial Safety Officers”: AND WHEREAS in 1981 the name of the Institution was changed by special resolution to “The Institution of Occupational Safety and Health”: AND WHEREAS the Petitioning Corporation has presented an humble Petition unto Us praying that We would be graciously pleased to grant it a Charter and We are minded to accede thereto: NOW THEREFORE KNOW YE that We having taken the said Petition into Our Royal Consideration by virtue of Our Prerogative Royal are graciously pleased by these Presents to grant and declare as follows: 1 The persons who at the date hereof are members of the Institution and all such persons who may hereafter become members of the Institution hereby constituted shall forever hereafter be one Body Corporate and Politic by the name of The Institution of Occupational Safety and Health and by that name shall have perpetual succession and a Common Seal, with power to break, alter and make anew the said Seal from time to time at the will and pleasure of the Institution and by the same name shall and may sue and be sued in all Courts, and in all manner of actions and suits, and shall have power to do all other matters and things incidental or appertaining to a Body Corporate. 2 In this Our Charter, unless the context otherwise requires: “the Byelaws” means the Byelaws for the time being of the Institution made under this Our Charter; “the Board of Trustees” means the Board of Trustees of the Institution; “the Council” means the Council of the Institution; “General Meeting” means a General Meeting of the Institution; “the Institution” means The Institution of Occupational Safety and Health hereby constituted; “member” means a member of the Institution; “the Petitioning Corporation” means The Institution of Occupational Safety and Health as existing prior to the date of this Our Charter; “special resolution” means a resolution of the Institution, passed by a majority of not less than three-fourths of themembers present and voting at a General Meeting of which not less than 21 days’ notice in writing, specifying the intention to propose the resolution as a special resolution, has been duly given. 3 The objects for which the Institution is established are – (a) to promote systematic and organised methods of improving occupational safety and health and to advocate, advise upon, disseminate, explain and advance the principles, methods and systems of their application at work generally; (b) to facilitate the exchange of information and ideas amongst the members of the Institution and of other professional bodies in the field of occupational health and safety and to work together with other professional bodies in pursuit of mutual objectives; and (c) to do all such other things as may be necessary or desirable for maintaining and improving the professional status of members of the Institution and of persons engaged in professions requiring a knowledge of the matters mentioned in paragraph (a) above; in the interests of the general public benefit. 4 Pursuant to the objects the Institution shall have the following powers: (a) to facilitate the exchange of information and ideas amongst the members of the Institution and others on the subject of improved methods of applying accident prevention principles and precautions at work and the methods of approach to employers and employees to secure maximum co-operation towards the adoption of increasing use of safety precautions of whatsoever nature generally to their mutual wellbeing and benefit and for securing and furthering the prevention of accidents at work; (b) to co-operate with and advise organisations involved in the delivery and assessment of qualifications in occupational safety and health and to improve and elevate the standard and the technical and general knowledge of persons engaged in or about to engage in a professional capacity in occupational safety and health, and with a view thereto to provide for the delivery of lectures, the holding of classes, the conduct of courses and to test by examination or otherwise the competence of such persons and to award prizes certificates and distinctions and to institute and establish or accept endowments or trust funds for the purpose of grants awards prizes and other benefactions; (c) to establish experimental works or laboratories and to carry out promote and assist generally in experiments and tests of whatsoever nature designed to advance the principles of the Institution and to organise promote carry out and assist in research work into the cause of occupational accidents and ill health and the means whereby the same may be prevented and to collect classify analyse and publish statistics thereon and to defray the expenses of any of the same; (d) to promote hold and sponsor congresses conventions exhibitions and other gatherings for the purpose of furthering the primary objects of the Institution and to defray the expenses thereof or of any British or foreign representatives attending the same; (e) to establish form and maintain a library and collection of models designs drawings plans and other articles of interest and instruction in connection with the prevention of occupational accidents and ill health; (f) to print and publish sell lend and distribute any communications made to the Institution and any reports of the proceedings or transactions of the Institution and to purchase reproduce print publish and distribute any other books pamphlets or treatises relating to the prevention of occupational accidents and ill health; (g) to collect and receive grants subscriptions entrance fees and donations in furtherance of the primary objects either from members or other persons and to hold and apply the same and any other funds or property either for any particular one or more of the purposes hereby authorised or generally for the promotion of the objects set out in Article 3 of this Our Charter (hereinafter referred to as “the primary objects”); (h) to co-operate with and render financial and other assistance to and to form promote and manage associations whether incorporate or otherwise having similar and exclusively charitable objects and of a nature likely to promote the primary objects provided that any such association shall, by its constitution, prohibit the application of its funds to any object not exclusively charitable and shall prohibit the distribution of its income and property among its members to an extent at least as great as is imposed on the Institution by Article 6 of this Our Charter; (i) to form promote and encourage branches and specialist groups of the Institution as may be necessary or desirable for, or conducive to, the attainment or development of the objects of the Institution; (j) to co-operate with or to amalgamate with or take over any such association as mentioned in the last preceding paragraphs; (k) to undertake and execute any trusts which may lawfully be undertaken by the Institution and may be conducive to the primary objects; (l) to borrow any moneys required for the purposes of the institution upon such terms and upon such securities as may be thought fit; (m) to exercise in respect of the investment of moneys of the Institution not immediately required for its purposes, or of any investment or trust fund held by the Institution, all the powers conferred on trustees by the Trustee Act 2000. (n) to draw make accept endorse execute and issue promissory notes bills of exchange or other negotiable or transferable instruments; (o) to establish undertake superintend administer and contribute to any charitable fund from whence may be made donations or advances to deserving persons who have furthered the practice of the prevention of occupational accidents and ill health and to contribute to or otherwise assist any charitable institutions or undertakings which may lawfully be undertaken by the Institution and may be conducive to the primary objects; (p) to carry out the objects in Great Britain and Northern Ireland and in any other part of the world as principals agents trustees or otherwise and either alone or in conjunction with others; (q) to do all such other things as are incidental or conducive to the attainment of all or any of those objects. 5 The property and moneys of the Petitioning Corporation (including any property or moneys held by them as Trustees) shall from the date of this Our Charter become and be deemed to be the property and moneys of the Institution and shall as soon as possible be formally transferred to the Institution or such person or persons on its behalf as the Byelaws may prescribe. 6 The income and property of the Institution shall be applied solely towards the promotion of the objects and no member of the Institution shall as such have any personal claim on any of the said income or property. 7 Without prejudice to the generality of Article 6 of this Our Charter: (a) no part of the income or property of the Institution shall be paid or transferred directly or indirectly in any way by way of profits to its members; and (b) no Trustee may receive any remuneration from the Institution; Provided that nothing herein contained shall prevent the payment in good faith of any reasonable expenses incurred by any officer or employee of the Institution or of reasonable and proper fees or other remuneration to any officer or employee, or to any firm (whether incorporated or unincorporated) of which any member is a member or otherwise connected, in respect of goods or services actually supplied to the Institution. And further provided that any Trustee (or any firm or company of which a Trustee is a member or employee) may be employed by or may enter into a contract with the Institution to supply goods or services in return for a payment or other material benefit but only if the conditions set out in Byelaw 12 are satisfied. 8 The governing body of the Institution shall be the Board of Trustees which shall be constituted as prescribed by and which shall have the powers and duties set out in the Byelaws. 9 There shall be a Council of the Institution which shall be constituted as prescribed by and which shall have the powers and duties set out in the Byelaws. 10 There shall be such classes of members as the Byelaws may provide and the qualifications, examinations, election, privileges and obligations of any such class shall be as provided in the Byelaws. 11 A member shall be entitled to use such initials after his name and to call himself by such designations as the Byelaws may provide. 12 An Annual General Meeting shall be held once in each calendar year and not less than nine months nor more than fifteen months shall elapse between any such meeting and the previous such meeting. Special General Meetings may be called by the Board of Trustees whenever they think fit or when required to do so in accordance with the provisions of the Byelaws. 13 The functions of all General Meetings and the procedure to be followed thereat shall be as prescribed in the Byelaws. 14 As from the date of this Our Charter and unless and until revoked, altered or added to in the manner hereinafter provided, the Byelaws scheduled to this Our Charter shall constitute the Byelaws of the Institution. 15 The Institution may from time to time by special resolution make new Byelaws or revoke, alter or add to any of the Byelaws in any manner which is not inconsistent with the express provisions of this Our Charter: Provided that no new Byelaw and no revocation, alteration or addition of or to the Byelaws shall take effect until it has been submitted to and approved by the Lords of Our Most Honourable Privy Council of which approval a certificate under the hand of the Clerk of Our said Council shall be conclusive evidence. 16 The Institution may by special resolution amend or add to this Our Charter and such amendments or additions shall when allowed by Us, Our Heirs or Successors in Council become effectual, and this Our Charter shall thenceforth continue to operate as if it had originally been granted and made accordingly. This clause shall apply to this Our Charter as amended or added to in manner aforesaid. 17 The Institution may by special resolution surrender this Our Charter and any Supplemental Charter subject to the sanction of Us, Our Heirs or Successors in Council and upon such terms as We or They may consider fit and wind up or otherwise deal with the affairs of the Institution in such manner as shall be directed by such General Meeting or in default of such direction as the Council shall think expedient having due regard to the liabilities of the Institution for the time being and if on the winding up or dissolution of the Institution there shall remain after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Institution or any of them but shall (subject to any special trusts affecting the same) be given or transferred to some other Institution or Institutions having objects similar to the objects of the Institution and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Institution under or by virtue of this Our Charter, such Institution or Institutions to be determined by the members of the Institution at or before the time of dissolution thereof and if and so far as effect cannot be given to the foregoing provisions then to some charitable object. 18 And We do hereby for Us, Our Heirs and Successors grant and declare that these Our Letters or the enrolment or exemplification thereof shall be in all things good, firm, valid and effectual according to the true intent and meaning of the same and shall be taken, construed and adjudged in all Our Courts or elsewhere in the most favourable and beneficial sense and for the best advantage of the said Institution, any misrecital, omission, defect, imperfection, matter or thing whatsoever notwithstanding. IN WITNESS whereof We have caused these Our Letters to be made Patent. WITNESS Ourself at Westminster the 6th day of November in the fifty-first year of Our Reign BY WARRANT UNDER THE QUEEN’S SIGN MANUAL Byelaws 1 Interpretation (1) In these Byelaws, unless the context otherwise requires:- “Charter” means the Royal Charter of the Institution; “the Chief Executive” means the Chief Executive of the Institution; “Code of Conduct” means rules governing the conduct of members made from time to time by the Board of Trustees; “CPD” means Continuing Professional Development; “Corporate Member” means a member of the Institution who is a Corporate Member in accordance with Byelaw 2(3); “in writing” means written or produced by any non-transitory substitute for writing or partly one and partly another; “Nominations Committee” means the Nominations Committee appointed by the Council in accordance with Byelaw 16(6); “Non-Corporate Member” means a member of the Institution who is a Non-Corporate Member in accordance with Byelaw 2(4); “Office” means such place as is, for the time being, the principal office of the Institution as determined by the Board of Trustees and notified to persons who are members of the Institution at the time of such determination, the first such place being The Grange, Highfield Drive, Wigston, Leicestershire, LE18 1NN; “Officers” means the President, the President Elect, the Immediate Past President and the Vice-Presidents of the Institution; “Register of Members” means the register kept by the Board of Trustees containing particulars of the members of the Institution; “Regulations” means Regulations made from time to time by the Board of Trustees and approved by the Council; “Original Royal Charter” means the Royal Charter which incorporated the Institution on the 1st day of April 2003; “Standing Orders” means Standing Orders made by the Board of Trustees or by the Council to regulate their proceedings or the proceedings of any of their committees; “seal” means the common seal of the Institution; “Special General Meeting” has the same meaning as found in Byelaw 11; “Standing Committees” means the Standing Committees appointed by the Board of Trustees in accordance with Byelaw 13(5); “Trustee” means a member of the Board of Trustees; “year” means calendar year. (2) In these Byelaws, unless the context otherwise requires: (i) words importing the singular number only shall include the plural number and vice-versa; (ii) words importing the masculine gender only shall include the feminine gender, and shall also be taken to include reference to organisations; (iii) words denoting persons shall include organisations; (iv) a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. (3) Subject to paragraph (1) above, any word defined in the Charter shall, if not inconsistent with the subject or context, bear the same meaning in these Byelaws. 2. Membership of the Institution (1) The members of the Institution shall be those persons who are admitted as members in accordance with these Byelaws. (2) The categories of members shall be: Corporate Members and Non-Corporate Members. (3) There shall be the following classes of Corporate Members: (a) Chartered Fellows Persons who have been Chartered Members of the Institution for not less than five years and who have demonstrated an outstanding contribution to the discipline and profession of health and safety, and who continue to demonstrate that they are maintaining their competence through a mandatory programme of CPD. (b) Chartered Members Persons who have obtained a qualification in occupational health and safety or a cognate discipline which meets the Institution’s technical criteria as set out in Regulations, and which is at least the academic level of a UK first cycle degree, a qualification recognised as commensurate to at least the academic level of a UK first cycle degree by recognised national regulatory bodies for qualifications, a qualification recognised as commensurate to at least the academic level of a UK first cycle degree by the UK NARIC, or a qualification which otherwise complies with the Institution’s academic requirements as set out in Regulations, and who have completed a prescribed programme of Initial Professional Development, and who continue to demonstrate that they are maintaining their competence through a mandatory programme of CPD; (c) Retired Fellows Former Chartered Fellows who have retired from health and safety practice and who are no longer undertaking CPD; and (d) Retired Members Former Chartered Members who have retired from health and safety practice and who are no longer undertaking CPD. (4) The classes of Non-Corporate Members shall be as set out in Regulations, which shall prescribe the academic and other requirements for admission into each class of membership. (5) The Regulations made under paragraph (4) above may provide for organisations to apply for admission as Non-Corporate Members, in addition to individuals. (6) Regulations shall prescribe the level of experience required for admission into certain categories of membership and any requirements for members to undertake Initial Professional Development and CPD as a condition of membership. 3. Designations (1) The designation of Corporate Members by distinguishing initials or words shall be as follows: (a) a Chartered Fellow shall be entitled to use after his name the initials “CFIOSH” and the designation “Chartered Fellow of the Institution of Occupational Safety and Health”; (b) a Chartered Member shall be entitled to use after his name the initials “CMIOSH” and the designation “Chartered Member of the Institution of Occupational Safety and Health”; (c) a Retired Fellow shall be entitled to use after his name the initials “FIOSH (Retired)” and the designation “Retired Fellow of the Institution of Occupational Safety and Health”; and (d) a Retired Member shall be entitled to use after his name the initials “MIOSH (Retired)” and the designation “Retired Member of the Institution of Occupational Safety and Health”. (2) Chartered Fellows and Chartered Members of the Institution shall in addition be entitled to use the designation “Chartered Safety and Health Practitioner”. (3) The designation of Non-Corporate Members by distinguishing initials or words shall be as set out in Regulations. (4) Non-Corporate members who have retired from practice shall be entitled to use such designations as are set out in Regulations. 4. Procedure for admission (1) An application for admission as a member of the Institution shall be considered by the Board of Trustees, which may admit such persons as it shall in its absolute discretion think fit. (2) The procedure for application for admission as a member of the Institution, and for the consideration of applications, shall be prescribed by Regulations. (3) Every person admitted as a member of the Institution shall be informed by the Chief Executive, or nominee, of his admission and of the class of membership to which he has been admitted. 5. Rights and obligations of members (1) Every member shall upon admission be supplied with a copy of the Charter, Byelaws, Regulations and the Code of Conduct and shall sign an undertaking to observe the same; and every person who immediately before the date of the Original Royal Charter was a member of the Petitioning Corporation shall be deemed to have so signed. (2) Each member not in arrear with his subscription shall be provided annually with a copy of the Annual Report of the Board of Trustees and, from time to time as the Board of Trustees shall direct, a list of the names and addresses of the members. 6. Subscriptions (1) Every member (other than an Honorary Fellow) shall be required to pay a registration fee and an annual subscription in respect of his membership, subject to paragraph (4) below. (2) The amount of the registration fee and the annual subscription shall be as determined by the Board of Trustees. (3) Failure to pay the registration fee within three months of admission as a member may lead to the Board of Trustees declaring the admission void. Failure to pay the annual subscription when it falls due may lead to termination of membership in accordance with Byelaw 7 below. (4) The Board of Trustees shall have the power to waive, reduce or suspend the registration fee or annual subscription in the case of any individual member or any class of member(s). 7. Termination of membership (1) A member shall cease to be a member of the Institution in any of the following circumstances: (a) if he resigns by giving notice in writing to the Institution; (b) if he fails for a period of three months (or such longer period as the Board of Trustees may determine) to pay any annual subscriptions or other fees or amounts due from him to the Institution; (c) if he is removed from membership in accordance with Regulations made pursuant to Byelaw 8 below. (2) In the case of paragraphs (1)(a) - (b) above, where any enquiry or investigation into the conduct of that member has commenced, or where disciplinary proceedings against that member are current, the termination of membership shall not be effective until confirmed in writing by the Institution. (3) Any member who ceases to be so as a result of the provisions of this Byelaw shall remain liable to the Institution for all annual subscriptions and other sums which may have been due from him at the date his membership ceased in respect of the period ending on such date. (4) The Board of Trustees may, at its sole discretion and subject to such terms and conditions as it may consider appropriate, readmit any member whose membership has been terminated pursuant to this Byelaw. 8. Discipline (1) All members are required to comply with the Charter, Byelaws, Regulations and the Code of Conduct made by the Board of Trustees. (2) The disciplinary procedures applicable to members and any penalties which may be imposed by the Institution shall be as set out in Regulations. (3) A member who is suspended shall not, throughout the period of suspension, be permitted to use any designation or initials appropriate to membership and may not attend or vote at General Meetings. (4) A member who is expelled shall have the right to apply to the Board of Trustees for readmission but no earlier than two years from either the date of the disciplinary decision or the date of the decision made in respect of a previous application for readmission. 9. General Meetings (1) The General Meetings of the Institution shall be the Annual General Meeting and Special General Meetings. (2) Subject to paragraph (3) below, Corporate Members are entitled to attend and vote at General Meetings. Every Corporate Member present in person or by proxy is entitled to one vote on a show of hands or on a poll. Non-Corporate Members are entitled to notice of the time and place of General Meetings and to attend and speak at such meetings but are not entitled to vote. (3) No Corporate Member shall be entitled to attend or vote at a General Meeting whilst he is in default for a period of sixty days or more in respect of any financial liability to the Institution. (4) Not less than twenty-one clear days’ notice of a General Meeting shall be sent in accordance with the provisions of Byelaw 29 to every member of the Institution. The accidental omission to give notice of a General Meeting to a member or the non-receipt of such notice shall not invalidate the proceedings of the General Meeting. (5) The notice of a General Meeting shall be in writing and shall specify the place, the day and the time of the General Meeting and the general nature of the business to be transacted. The notice shall state whether the General Meeting is the Annual General Meeting or a Special General Meeting. (6) The quorum for General Meetings shall be twenty Corporate Members present in person. If a quorum is not present within thirty minutes of the time at which the meeting was scheduled to begin, or if during the meeting a quorum ceases to be present, the meeting shall, if it was convened upon the requisition of members in accordance with Byelaw 11(2) below, be dissolved, but in any other case shall be adjourned to a date, time and place determined by the Chairman. (7) The Chairman of the Board of Trustees shall preside as Chairman at General Meetings. If the Chairman of the Board of Trustees is absent the chair will be taken by the President, or failing him the President Elect, or failing him a Corporate Member elected by the Corporate Members present. (8) The Chairman of a General Meeting shall, at his sole discretion, decide the order in which the business of that meeting is to be transacted. (9) The Chairman of a General Meeting may, with the consent or at the request of a majority of the Corporate Members present, adjourn the General Meeting to a date, time and place determined by him. No business shall be transacted at the reconvened meeting unless it could properly have been conducted at the original meeting had the adjournment not taken place. Unless the General Meeting is adjourned for thirty days or more, it shall not be necessary to give members notice of the reconvened meeting. (10) Except in the case of a special resolution, any resolution put to a vote at a General Meeting shall be decided by a simple majority of the votes cast on a show of hands, unless a poll is demanded by the Chairman of the General Meeting or by at least five of the Corporate Members present in person or by proxy and representing one-tenth of the total voting rights of all of the members having the right to vote at the meeting. (11) In the case of an equality of votes, and where there is no specified required majority, the Chairman of the General Meeting shall have a second or casting vote. (12) Unless a poll is demanded, a declaration by the Chairman of the General Meeting that a resolution has been carried unanimously or carried by a particular majority or lost shall be conclusive and any entry to that effect in the book of the proceedings of the Institution shall be conclusive evidence thereof without proof of the number or proportion of the votes recorded. (13) Every member entitled to vote at a General Meeting may appoint a proxy to exercise his vote. A proxy may vote on a show of hands or in a poll but may not speak at the meeting. The conditions governing the appointment of a proxy, including the use of electronic communications, shall be set out in Regulations. (14) The Council may propose a resolution to be considered at a General Meeting, including a special resolution to amend the Charter or Byelaws. Any resolution which the Board of Trustees wishes to propose must first be approved by the Council. (15) A Corporate Member may propose a resolution to be considered at a General Meeting. The notice required and procedure to be followed for such resolutions shall be set out in Regulations. (16) The Board of Trustees may, whenever it thinks fit, elect to put a proposed resolution to the vote by means of a postal ballot rather than at a General Meeting. Such a resolution will be as valid and effective as one passed at a General Meeting unless within twenty-eight days of the date on which the ballot papers are sent to members a requisition for a Special General Meeting is made in accordance with the provisions of Byelaw 11 below. Regulations shall govern the conduct of postal ballots including the use of electronic communications and the appointment of scrutineers. (17) Further provision for General Meetings shall be set out in Regulations made in accordance with the provisions of this Byelaw. 10. Annual General Meetings (1) In accordance with Article 12 of the Charter the Institution shall, in each year, hold one General Meeting which shall be designated as its Annual General Meeting and which shall be in addition to any other meetings in that year. (2) The Annual General Meeting shall be held for the purpose of transacting the following business: (a) receiving and considering the Annual Report; (b) electing the Auditors; (c) confirming the appointment of the Officers and the members of the Council; and (d) dealing with any other business (subject to Byelaws 9(14) and (15) above). 11. Special General Meetings (1) All General Meetings other than Annual General Meetings shall be Special General Meetings. (2) The Board of Trustees may convene a Special General Meeting whenever it thinks fit and shall do so upon a requisition made in writing by not less than seventy-five Corporate Members. (3) Regulations shall govern the right to requisition a Special General Meeting under paragraph (2) above. (4) No business shall be transacted at a Special General Meeting other than business which the Chairman of the General Meeting considers fairly falls within the scope of the notice of the meeting. 12. Board of Trustees (1) The Institution shall be governed and the affairs of the Institution shall be managed by the Board of Trustees. (2) The Board of Trustees shall consist of: (a) six Corporate Members of the Institution, appointed by the Council on the recommendation of the Nominations Committee; (b) four non-members of the Institution, appointed by the Council on the recommendation of the Nominations Committee; (c) the Chairman of the Board of Trustees, appointed in accordance with Byelaw 12(7) below; and (d) the Chief Executive (ex officio). (3) A Trustee appointed under paragraph (2) (a) or (b) above shall hold office for three years unless he ceases to be a Trustee in accordance with Byelaw 14 below. A Trustee may be re-appointed for one further term of three years only. (4) In accordance with Article 7 of the Charter a Trustee may be employed by or may enter into a contract with the Institution to supply goods or services but only if: (a) the goods or services are actually required by the Institution; (b) the nature and level of the remuneration is no more than is reasonable in relation to the nature of the employment or the value of the goods or services and is set in accordance with the procedure in paragraph (6) below; and (c) no more than one half of the Trustees are subject to such a contract in any financial year. (5) The quorum for meetings of the Board of Trustees shall be seven Trustees present in person, including at least four Corporate Members. A Trustee shall be deemed to be present in person at a meeting if he participates by means of telephone conferencing, video-conferencing or other electronic means enabling all persons participating in the meeting to hear each other. (6) Whenever a Trustee has a personal interest in a matter to be discussed at a meeting of the Board of Trustees or a Standing Committee of the Board of Trustees the Trustee concerned must: (a) declare an interest at or before discussion begins on the matter; (b) withdraw from the meeting for that item unless expressly invited to remain in order to provide information; (c) not be counted in the quorum for that part of the meeting; and (d) withdraw during the vote and have no vote on the matter. (7) The Chairman of the Board of Trustees shall be appointed by the Council on the recommendation of the Nominations Committee. The Chairman of the Board of Trustees shall, unless the Council otherwise determines, hold office for three years unless he ceases to be a Trustee in accordance with Byelaw 14 below, and may be re-appointed for a further term subject to a maximum period of six years as a Trustee. (8) The Board of Trustees shall meet as and when the business of the Institution may require but at least four times in any year. The Board of Trustees shall make Standing Orders to govern the conduct of its meetings. (9) Except where there is a specified required majority, any resolution of the Board of Trustees shall be passed by a simple majority of the votes of the Trustees present at the meeting. In the case of an equality of votes, the Chairman of the Board of Trustees shall have a second or casting vote. (10) A resolution signed by all of the Trustees shall be as valid and effective as if it had been passed at a meeting of the Board of Trustees. 13. Powers and duties of the Board of Trustees (1) The Board of Trustees is responsible for carrying out the objects of the Institution and shall have overall responsibility for the governance and management of the Institution. (2) The Board of Trustees shall consult the Council on matters of strategy and policy relating to the objects of the Institution. (3) The Board of Trustees shall make Regulations in accordance with the provisions of these Byelaws, but such Regulations shall not come into effect until they are approved by the Council. (4) The Board of Trustees may make Regulations to govern any other aspect of the conduct of the Institution as it sees fit provided that such Regulations are not inconsistent with the provisions of the Charter and Byelaws, but such Regulations shall not come into effect until they are approved by the Council. (5) The Board of Trustees shall appoint such Standing Committees as it considers necessary from time to time and shall by Regulations specify the composition and terms of reference of such Standing Committees. (6) The Chairs of the Standing Committees shall be appointed by the Council, on the recommendation of the Board of Trustees as advised by the Nominations Committee. (7) The Board of Trustees may delegate any of its functions to the Chairman of the Board of Trustees or to the Chief Executive or to a Standing Committee except for the following: (a) the approval of the Annual Report of the Institution; (b) the approval of the overall annual budget and business plan for the Institution; (c) the power to make Regulations. (8) The Board of Trustees shall produce an Annual Report of the Institution which shall deal with the activities of the Institution since the previous Annual Report and which shall incorporate a report by the Auditors together with an income and expenditure account and balance sheet prepared and audited in accordance with accounting standards and practices generally accepted in the United Kingdom. 14. Termination of membership of the Board of Trustees (1) A Trustee shall cease to be a member of the Board of Trustees in any of the following circumstances: (a) if he resigns from the Board of Trustees by giving notice in writing to the Institution; (b) if he was appointed as a Trustee under Byelaw 12(2)(a) above and he ceases to be a member of the Institution; (c) if his membership of the Board of Trustees is ex officio and he ceases to hold that office; (d) if he is absent from three consecutive meetings of the Board of Trustees without the consent of the Board of Trustees; (e) if he is removed from the Board of Trustees as a penalty imposed under Regulations made pursuant to Byelaw 8 above; (f) if he is removed from the Board of Trustees pursuant to paragraph (2) below. (2) A Trustee may be removed from the Board of Trustees by a resolution of the Council. The Trustee shall be entitled to make written representations and to attend and address the meeting of the Council, either in person or through a representative. 15. Council (1) The Council shall be the representative body of members of the Institution. (2) The Council shall consist of: (a) thirty-six members of the Institution, at least twenty-seven of whom shall be Corporate Members, elected by the members; (b) up to six other persons, co-opted by the Council on the recommendation of the Nominations Committee; (c) the Officers (ex officio); and (d) the Chairmen of the Standing Committees (ex officio), but excepting the Chairman of any Standing Committee involved in the discipline of members as prescribed by Regulations made pursuant to Byelaw 8. (3) Regulations shall prescribe the procedure and voting constituencies for the election of members of the Council under paragraph (2)(a). (4) A Council member elected under paragraph (2)(a) or co-opted under paragraph (2)(b) shall hold office for three years unless he ceases to be a member of the Council in accordance with Byelaw 17 below. A Council member elected under paragraph (2)(a) who changes membership category during his term of office shall remain on the Council until his term of office expires. A Council member may be re-elected or re-appointed for up to three further terms of three years each, but may not hold office under paragraph (2)(a) and/or (b) for more than twelve consecutive years. (5) The Council shall have the power to fill casual vacancies in its elected membership firstly by appointing the unsuccessful candidate achieving most votes at the preceding election and in any other case in accordance with Regulations. Members so appointed shall hold office for the remaining period for which the member in whose place they are appointed would have held the same. (6) The Council shall meet as and when the business of the Institution may require but at least twice in any year. The Council shall make Standing Orders to govern the conduct of its meetings. (7) The quorum for meetings of the Council shall be twenty-five members of the Council present in person, including at least fifteen Corporate Members. A member of the Council shall be deemed to be present in person at a meeting if he participates by means of telephone conferencing, video-conferencing or other electronic means enabling all persons participating in the meeting to hear each other. (8) The President or, in his absence, the President Elect, shall preside as Chairman at meetings of the Council. (9) Except where there is a specified required majority, any resolution of the Council shall be passed by a simple majority of the votes of the members of the Council present at the meeting. In the case of an equality of votes, the Chairman of the Council shall have a second or casting vote. (10) A resolution signed by all of the members of the Council shall be as valid and effective as if it had been passed at a meeting of the Council. 16. Powers and duties of the Council (1) The Council shall advise the Board of Trustees on key strategic, professional and policy issues relevant to members of the Institution. (2) The Council shall consider and may approve Regulations made by the Board of Trustees in accordance with Byelaws 13(3) and 13(4) above. (3) The Council shall be responsible for the appointment of Trustees to the Board of Trustees and may remove a Trustee from the Board of Trustees in accordance with Byelaw 14 above. (4) The Council shall be responsible for ratifying the appointment of the Chairman of the Board of Trustees and for appointing the Chairmen of the Standing Committees. (5) The Council shall be responsible for the nomination of the Officers and for the determination of the functions and duties of the Officers. (6) The Council shall appoint a Nominations Committee to advise it on appointments to the Board of Trustees and other key appointments. The composition and powers of the Nominations Committee shall be as prescribed in the Regulations. 17. Termination of Council membership (1) A member of the Council shall cease to be a member of the Council in any of the following circumstances: (a) if he resigns from the Council by giving notice in writing to the Institution; (b) if he was elected as a member of the Council in accordance with Byelaw 15(2)(a) above and he ceases to be a member of the Institution; (c) if his membership of the Council is ex officio and he ceases to hold that office; (d) if he is absent from three consecutive meetings of the Council without the consent of the Council; (e) if he is removed from the Council as a penalty imposed under Regulations made pursuant to Byelaw 8 above; (f) if he is removed from the Council pursuant to paragraph (2) below. (2) A member of the Council may be removed from the Council: (a) by a resolution of the Council passed by a two-thirds majority of those present and voting at a meeting of the Council specially convened for the purpose; (b) by a resolution passed by a majority of the members attending and voting at a General Meeting. The member of Council shall be entitled to make written representations and to attend and address the General Meeting, either in person or through a representative. 18. Branches and groups (1) It shall be the duty of the Board of Trustees to encourage the setting up of branches in any area where sufficient members are located, and of such groups as may be appropriate. (2) Regulations shall prescribe the constitution of and the rules applicable to such branches and groups. 19. Equality and diversity (1) It shall be the duty of the Board of Trustees to take steps to promote equality and diversity in the membership of the Institution. (2) The Board of Trustees shall set out the Institution’s position on promoting equality and diversity and shall review progress annually. 20. Officers (1) The Officers shall be appointed at the Annual General Meeting of the Institution. (2) Any person nominated for appointment as an Officer shall be a Corporate Member. (3) The Council shall nominate one of its members to become the President Elect. Alternative candidates for the office of President Elect may be nominated, provided that: (a) each alternative candidate shall be sponsored by no fewer than thirty-six Corporate Members who shall represent no less than one-half of the branches; and (b) the Board of Trustees shall receive the relevant completed nomination form not less than fifty-six days prior to the Annual General Meeting. (4) Where more than one candidate is nominated the President Elect will be chosen by a vote of the members at the Annual General Meeting. (5) The President Elect shall, if willing and able to stand for office, become the President at the Annual General Meeting immediately following his year of office as President Elect. In the year immediately following his year of office as President, he shall become the Immediate Past President. (6) The Council may nominate up to six Corporate Members to become the Vice-Presidents. The categories of Corporate Member eligible for appointment and the procedure for election of Vice-Presidents shall be set out in Regulations. (7) Unless otherwise specified in Regulations, a Vice-President shall hold office for three years unless he ceases to be an Officer in accordance with paragraph (8) below, and may be re-appointed for one further term of three years only. (8) An Officer shall cease to hold office in any of the following circumstances: (a) if he resigns by giving notice in writing to the Institution; (b) if he ceases to be a member of the Institution; (c) if he is removed as an Officer as a penalty imposed under Regulations made pursuant to Byelaw 8 above; (d) if he is removed by a resolution passed by a majority of the members attending and voting at a General Meeting. The Officer shall be entitled to make written representations and to attend and address the General Meeting, either in person or through a representative. 21. Honorary Vice-Presidents The Board of Trustees may appoint such persons as it thinks fit to be Honorary Vice-Presidents of the Institution, on such terms as it shall determine. Such persons shall not be members or Officers of the Institution. 22. Chief Executive (1) The Chief Executive shall be appointed by the Board of Trustees for such time, at such remuneration and upon such conditions as it may think fit, and any Chief Executive so appointed may be removed by it. The Board of Trustees may from time to time by resolution appoint an assistant or deputy Chief Executive, and any person so appointed may act in place of the Chief Executive if there be no Chief Executive or no Chief Executive capable of acting. (2) The powers and duties of the Chief Executive shall be determined by the Board of Trustees. (3) The Chief Executive may delegate any of his functions except for his role in the Institution’s staff grievance procedure. 23. The seal The seal of the Institution shall not be affixed to any instrument except by the authority of the Board of Trustees and in the manner laid down in Regulations which shall also provide for the custody of the seal. 24. Minutes (1) The Board of Trustees shall cause minutes of all of its meetings, all meetings of the Council, all General Meetings and all meetings of committees of the Institution to be duly kept and entered in books provided for that purpose and to be made available for inspection by those entitled to attend the meeting concerned. (2) Minutes prepared in accordance with paragraph (1) above if purporting to be signed by the Chairman of the meeting to which they relate or by the Chairman of the next succeeding General Meeting or meeting of the Board of Trustees or of the Council or of the relevant committee of the Institution, as the case may be, shall be sufficient evidence without any further proof of the facts therein stated. 25. Books of account (1) The Board of Trustees shall cause proper books of account to be kept with respect to: (a) all sums of money received and expended by the Institution and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchase of goods by the Institution; (c) the assets and liabilities of the Institution. Proper books of account shall not be deemed to be kept unless such books, taken as a whole, give a true and fair view of the state of the Institution's affairs and explain its transactions. (2) The books of account shall be kept in such place as the Board of Trustees shall determine and shall be open to inspection by the Trustees during normal business hours. (3) The contents of the books of account shall be treated as confidential and shall not be published or disclosed to third parties except to the extent that the Board of Trustees may from time to time determine. 26. Auditors (1) The members in General Meeting shall appoint the Auditors who shall belong to a body of accountants established in the United Kingdom and satisfying any statutory requirements as are from time to time in force. (2) The Auditors shall hold office from the close of the Annual General Meeting at which they are appointed until their resignation or the close of the next succeeding Annual General Meeting whichever is the earlier and shall be eligible for reappointment and shall receive such remuneration as may be determined or approved by the Board of Trustees. (3) If the office of Auditors shall become vacant for any reason before the expiration of the existing auditors' period of office the Board of Trustees shall forthwith appoint substitute Auditors in their place for the remainder of such period. (4) The Auditors may resign by notice in writing addressed to the Chief Executive. (5) The Auditors shall have a right of access at all reasonable times to the books records accounts and vouchers of the Institution and shall be entitled to require from the Officers, Chief Executive and senior staff of the Institution such information and explanations as may be necessary for the performance of their duties. (6) The Auditors shall make a report to the Institution on the accounts examined by them and on every balance sheet and statement of accounts to be laid before the members in General Meeting during their tenure of office and the report shall, so far as relevant, contain statements of the kind which the auditors of a company incorporated in England would be legally required to make in their report to the members were the Institution such a company. (7) The Auditors shall be entitled to attend any General Meeting of the Institution and to receive all notices of and any other communications relating to any such General Meeting which members are entitled to receive and to be heard at any General Meeting which they attend on any part of the business of the General Meeting which concerns them as Auditors. 27. Indemnity (1) The Officers, Trustees, members of the Council, members of committees of the Institution, members of Branch Committees, Auditors, Chief Executive and other senior staff of the Institution may by resolution of the Board of Trustees be indemnified out of the funds of the Institution against any expenses or liability incurred by them in or about the discharge of their respective duties. (2) No Officer, or member of the Board of Trustees, or member of the Council, or member of a committee of the Institution or member of a Branch Committee shall be liable for any act other than his own or for signing any receipt or other document or for doing any other act for the sake only of conformity, or for any loss or expense which may be occasioned to the Institution, otherwise than as a direct result of his own negligence or wilful misconduct. (3) In furtherance of the objects of the Institution (but not otherwise) the Board of Trustees may provide insurance to cover the liability of the Trustees which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Institution provided that any such insurance shall not extend to any claim arising from any act or omission which the Board of Trustees knew to be a breach of trust or a breach of duty or which was committed by the Board of Trustees in reckless disregard of whether it was a breach of trust or a breach of duty or not and provided also that any such insurance shall not extend to the costs of any unsuccessful defence to a criminal prosecution brought against the Trustees in their capacity as such. 28. Irregularities If it is discovered that, in relation to any act purported to be done by any General Meeting or by any meeting of the Board of Trustees or of the Council or of any committee of the Institution, there was some defect in the constitution of such meeting or irregularity in its proceedings or some defect in the election, admission, appointment or qualification of any person purporting to act as an Officer, as a Trustee or as a member of the Council or of any committee of the Institution or as a member, such act shall be deemed to be as valid as if no such defect or irregularity had existed or occurred and no such defect or irregularity shall prejudice, vitiate, avoid or otherwise affect any act, dealing or contract made with any third party who acted bona fide and with no express notice of such defect or irregularity at the time of such act, dealing or contract. 29. Notices (1) A notice may be served by the Institution upon any member, either personally, by sending it through the post in a prepaid letter sent by first class post (or equivalent) addressed to such member at his address as appearing in the Register of Members, or by electronic means where the member has notified the Institution of an electronic address for the purpose of receiving electronic communications. (2) Any member described in the Register of Members by an address not within the United Kingdom, who shall from time to time give the Institution an address within the United Kingdom at which notices may be served upon him, or an electronic address in accordance with paragraph (1) above, shall be entitled to have notices served upon him at such address, but save as aforesaid, only those members who are described in the Register of Members by an address within the United Kingdom shall be entitled to receive notices from the Institution. (3) A notice may be served by a member on the Institution by addressing it to the Chief Executive at the Office and by either delivering it by hand to the Office, by sending it through the post in a prepaid letter sent by first class post (or equivalent), or by sending it to an electronic address notified by the Institution for the purpose of receiving electronic communications. (4) Any notice, if served by post, shall be deemed to have been served on the day which is the second business day following that on which the letter containing the notice was properly addressed and put into the post office as a prepaid letter, and if served by electronic means, shall be deemed to have been served on the day that the notice was transmitted. 30. Inspection of documents by members (1) The Byelaws and Regulations for the time being in force shall be made reasonably available for inspection by members. (2) The Board of Trustees shall have power to determine the extent to which members shall be given access to the Register of Members, the Institution's minute books and the Institution's books of account. 31. Effective date These Byelaws shall come into force and take effect on and from the date when these Byelaws are approved by the Lords of Her Majesty's Most Honourable Privy Council. 32. Transitional All decisions, resolutions and appointments duly made under the Articles of Association of the Petitioning Corporation (as defined in the Royal Charter) as those Articles were in force immediately before the 1st day of April 2003 shall until the same are revoked or varied, remain as effective as if they had been duly made in conformity with these Byelaws and all amounts payable by members pursuant thereto shall remain payable until otherwise determined pursuant to these Byelaws.|
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