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Rules
1. INCOME, PROPERTY AND EXPENDITURE
The income and property of the Institute shall be applied solely towards the promotion of the Institute, and no portion thereof shall be paid or transferred directly or indirectly,
by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Institute PROVIDED:
Nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to:
(a) Any officer or servant of the Institute.
(b) Any member of the Institute in return for any services actually rendered to the Institute.
(c) Any member of the Institute or any firm or company with which any member is associated by way of interest at a rate not exceeding 2% per annum above the base
rate of the Institute’s banker for the time being in force on any money lent to the Institute.
(d) Any member of the Institute or any firm or company with which any member is associated a reasonable and proper rent for offices or other land or buildings demised or
let to the Institute.
Nothing herein shall prevent the reimbursement of any member of the Institute for out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable
and proper rent for premises demised or let to the Institute or fees foreducation work done for preparation of courses or as examiners or invigilators or as members of a
research development, survey or investigation team or when representing the Institute in any approved way.
2. MEMBERSHIP
2.1 ClassesThe Institute shall comprisemembers of the following classes:
Honorary
Fellow
Member
Corporate
2.2 Fellows
Members may, in the absolute discretion of the Governors, be invited to become Fellow
2.3 Qualifications
The Governors shall prescribe and hold available for members and potential members in a printed form details of the qualifications required for membership
2.4 Governors Ruling
Each Application for membership or transfer of membership shall be dealt with as the Governors may direct.
The Governors may accept, approve or refuse an application for membership of the Institute without reason therefore.
2.5 Designatory letters
The distinguishing letters of membership shall be as follows:—
Honorary Hon F or M I.B.M
Fellow F.I.B.M.
Member M.I.B.M
Corporate C.I.B.M
The use of the Institute designations Honorary, Fellow, Member, or Corporate signifies a suitable person in or associated with the industry and indicates a high standard of
professional knowledge, efficiency and commitment to integrity.A member or retired member shall be entitled to use the letters appropriate to his class of membership so
long as he remains a member of that class but shall not use such letters or any other description or make any representation of membership or of any class of membership
to which he has not been elected or of which his membership has ceased. The Governors may terminate the membership of anyone who fails to comply with this rule.
2.6 Declaration on Observance of Objects and Rules
Members are required to further the Institute Objects to the best of their ability and abide by the rules and shall sign such an undertaking on applying for membership.
2.7 Certificates
(1)Each member shall be entitled to a certificate of membership appropriate to the class to which he is elected or transferred and in a form for the time being approved
by the Governor
(2)All Membership certificates shall remain the property of the Institute and shall be surrendered to the Institute upon termination of membership unless the retention
thereof shall be permitted by the Governors.
(3)If a member satisfies the Governors that the certificate of his membership or any diploma or certificate issued to him by the Institute has been lost or destroyed he may
upon giving such indemnity as the Governors may require, obtain from the Institute a duplicate copy of such diploma or certificate upon payment of a fee as may be
determined by the Governors.
2.8 Register of Members
The Governors shall maintain a Register of Members of the Institute and may from time to time provide a list of members and amendments thereto.
Copies of such lists may be made available to Branches and, if the Governors so decide, to individual members who on joining the Institute consent to
such unless they give notice in writing to the Administrator for the purposes of the Data Protection Act.
3. WITHDRAWAL OF MEMBERSHIP
3.1 Governors Powers
The Governors may remove from membership of the Institute any member who:
(1)May be convicted upon indictment of any offence other than an offence under the Road Traffic Acts or such other Statutes as the Governors may from
time to time determine:
(2)Has become of unsound mind:
(3)Has had a receiving order made against him or has entered into any arrangement with his creditors; or
(4)Has been guilty of such conduct as shall, in the opinion of the Governors, render him unfit to continue to belong to the Institute.
(5)Being a Corporate Member fails to resign from the Institute upon termination of his employment by his Corporate Sponsor.
3.2 Complaints Against Members
Upon receipt by the Governors of any information that a member has become liable to be removed from membership under the provisions of Rule 3.1 the Governors
shall give notice in writing to that member stating that the Governors intend to consider withdrawing his membership under the appropriate paragraph of Rule 3.1 and
inviting him to provide a written reply within one calendar month to show cause why he considers the Governors should not withdraw his membership.Following the
service of notice the Governors shall at their next convenient meeting following the expiration of one calendar month from such notice proceed in one of the following ways:
(1)Consider and dispose of the matter whether or not a reply has been received from the member.
(2)Defer final consideration and decision to a subsequent meeting.
(3)In the event of a resolution of deferment under sub-clause (2) a further notice shall be served on the member inviting him to attend such meeting and speak on
his own behalf. Such notice shall refer to this Rule and state that if he does not attend the Governors may proceed to dispose of the matter in his absence.
3.3 Reprieve
The Governors may when considering any complaint in accordance with Rules 3.1 and 3.2 reprimand a member or suspend him from membership for such periods
as they may think appropriate as an alternative to removing him from membership.3.4 Continued Membership
The Governors may at any time resolve to continue the membership of or to re-elect any member who has resigned or who has been removed from membership
under Rules 3.1 and 3.2.
4. GENERAL MEETINGS
4.1 Annual General Meeting Agenda
The Annual General Meeting of the Institute shall be held within 15 months of the last preceding Annual General Meeting or at such time and place in the
United Kingdom as may be determined by the Governors. The business to be transacted at the Annual General Meeting (or at any adjournment thereof) shall include:
(1)The consideration and adoptionof the accounts and balance sheet of the Institute and of any other funds administered by or under control of the Institute.
(2)The reception of the auditor’s certificate and reports on such accounts.
(3)The report of the Governors upon the affairs of the Institute the content of which has previously been approved by the Governors.
(4)The report of the Governors upon the election of the President, Vice Presidents, Immediate Past President, and Honorary Treasurer and the composition of the
required Committees for the ensuing year in accordance with Rule 6.4.
(5)The appointment of the auditors: and
(6)Such other business as may be appropriate to an Annual General Meeting whereof notice shall have been given when convening the meeting.
Under such other business all resolutions must be received in writing not less than 28 days prior to the date of the Annual General Meeting. All proposed amendments
to published Resolutions must be received in writing 14 days prior to the date of the Annual General Meeting. The Chairman of the meeting may in special
circumstances allow at his discretion other business to be discussed.
4.2 Any Other Business
A member of any class wishing to bring before a General Meeting for discussion without vote any subject concerning the Objects and Rules of the Institute shall
give to the Governors, through the Administrator of the Institute, on or before a date not later than nine months after the date of the last preceding Annual General Meeting,
notice of such desire and no such subject shall be discussed at the General Meeting unless such notice has been given or the Governors have decided to accept
shorter notice or the Chairman of the Meeting decides todispense with this requirement in a particular case.
4.3 Notice of Meeting
Twenty-eight days’ notice of any General Meeting shall be given to such members of the Institute as are entitled to attend and vote thereat and to such other
members as the Governors may in their discretion from time to time deem appropriate. Such notice may be. given in accordance with Rule 4.12.
4.4 Governors Authority to Call a General Meeting
The Governors may if they think fit convene a General Meeting other than the Annual General Meeting.
4.5 Meeting by Requisition
The Governors are obliged to call such a General Meeting upon receiving a requisition in writing, which must state the resolutions to be put and/or matters to be
discussed, signed by not less than twenty members of the Institute entitled to attend and vote at an Annual General Meeting. Immediately upon receipt of such
requisition the Administrator shall call a special meeting of the Governors. The Governors shall cause the requisitioned General Meeting to take place within
three months of the receipt by the Administrator on their behalf of such requisition. The notice shall be circulated to members by the Administrator on behalf of the
Governors within six weeks of the requisition being deposited.
4.6 Quorum
Subject as provided in Rule 4.7 the quorum necessary for the transaction of business at any General Meeting (including the Annual General Meeting) shall,
unless otherwise decided at the preceding General Meeting, be ten persons present and entitled to vote.
4.7 Quorum and Adjournments
If within fifteen minutes from the time appointed for any meeting a quorum is not present, the meeting, if convened upon the requisition of members may at the
discretion of the Chairman be dissolved. If not so convened the Meeting may be adjourned to such time and place as the Governors shall decide, and the members
entitled to attend and vote thereat shall be notified accordingly. If at such adjourned Meeting sufficient members are not present within five minutes of the time set
for the commencement of the Meeting to form a quorum in accordance with Rule 4.6 the members personally present and entitled to vote shall constitute a quorum
for the purpose of the business of the Meeting.
4.8 Chairman
The President, or in his absence the most Senior Vice President or Past President present shall preside as Chairman at any General Meeting. If no such person is
present within ten minutes after the time appointed for the Meeting, the members present and entitled to vote shall choose one of the Governors present to be
Chairman of the Meeting.
4.9 Adjournment of Meeting
The Chairman may with the consent of the General Meeting adjourn the same from time to time and to such place as may be convenient. If the Meeting is adjourned
for more than thirty days, notice of the adjourned Meeting shall be given as in the case of an original Meeting, but it shall not otherwise be necessary to give notice of
such adjournment.
4.10 Persons Entitled to Vote and Appointment of Proxy
(1)The persons entitled to vote at a General Meeting shall be Honorary Members, Fellows, Members and Corporates. No member shall be entitled to receive notice of
or to be present or to vote on any question at any General Meeting or upon a poll whilst any money is due from him (or in the case of a Corporate Member by his Corporate
Sponsor) to the Institute. Each such person shall be entitled to one vote which may be given personally or by proxy in which case the proxy shall be in the form as described
in Table A of The Companies Act 1985. A proxy shall be in writing signed by the person by whom it is given who will be one of the persons entitled to vote and shall be
delivered to the Administrator at least forty-eight hours before the Meeting or adjourned Meeting at which it is to be exercised
(2)The voting shall be by show of hands and the declaration of the Chairman at such Meeting shall be conclusive as to the result of the voting on such resolution unless
before the vote is taken or immediately upon the declaration of the result a poll is demanded by the Chairman or by at least five members personally present and
entitled to vote.
(3)If a poll is required by the Chairman or is duly demanded it shall be taken forthwith or at such time and place as the Chairman reasonably directs. If the Chairman so
directs the poll may be taken as a postal ballot of all the members who at the date of the Meeting were entitled to attend and vote thereat.
4.11 Members Registered Address
Every member of the Institute shall notify the Administrator in writing of the residence or place of business within the United Kingdom to be registered as the address
of such member.
4.12 Postal Receipt of Notice of Meetings
A notice may be served by the Institute upon any member either personally or by post addressed to the member at the registered address as shown in the books of the
Institute at the time of posting, and if served by post shall be deemed to have been served on the member twenty-four hours after the time of posting. The accidental
omission to give such notice to, or the non-receipt of such notice by any person entitled thereto shall not invalidate the proceedings at the Meeting referred to in the notice.
4.13 Failure to Notify Registered Address
A member who has failed to notify the Administrator of his address in the United Kingdom as required by Rule 4.12 shall not be entitled to receive notice of any of the
Meetings or other proceedings of the Institute and such Meetings or proceedings shall not be invalidated by reason of his not having received any such notice.
5. BRANCH ORGANISATION
5.1 Governors Control
The Institute Branch organisation shall consist of branches established in the main geographical areas of the United Kingdom. Overseas branches may also be formed.
Each Branch shall be under the control of a Governor and shall be administered on behalf of the Governors by a Committee elected by its members.
Each Branch Committee shall regularly report on Branch affairs to the Governors.
5.2 Standing Orders
The Governors may make such Standing Orders or Regulations for the organisation and conduct of Branch activities and for the transaction of their business as the
Governors may decide.
5.3 Branch Objectives
The function of the Branches shall be
(1) to carry into effect the Objects and Rules of the Institute and implement Board policy
(2) to bring together members and others to promote and stimulate the improvement of members’ technical and general knowledge relevant to the industry
(3) within three months after the end of the Institute’s financial year externally verified Annual Accounts of the Branch must be submitted to the Head office.
6. GOVERNORS
6.1 Composition
The structure of the Institute of Builders Merchants is based on the annual election of a President, Senior Vice President, Junior Vice President and a Treasurer.
(1) Regional Governors are elected biennially by their respective branches and will take Office at the ensuing Annual General Meeting.
(2) the Board will formally approve Governors appointments which the President will report at the A.G.M
6.2 Board of Governors
The business of the Institute of Builders Merchants shall be controlled by the Board of Governors comprising:
(1) President, Immediate Past President, Senior Vice President, Junior Vice President, Treasurer, Elected Governors, WCBM Liaison Officer, BMF Liaison Officer
plus Institute Administrator, one representative from the I. 0. B. M. and the B. M. T. T. Charities Funds.
(2)Deputy Governors appointed by each Region or Branch to attend Meetings in the event of the Regional or Branch Governor being unable to be present. If a
Governor should move away from his area or otherwise retire for any reason the deputy Governor shall replace him for the remaining period of office.
(3)The Governors may at their discretion co-opt additional members to the Committees who are Honorary Members, Fellows, Members and Corporates.
Such co-opted Governors will retire at the next Annual General Meeting, but may be reappointed. Co-opted Governors may not vote
(4)Nominations for Governors shall be received by the Administrator from Regional or Branch Secretaries three months before the date of the next Annual General Meeting
(5)The size and composition of Regions and Branches for the purpose of electing Governors shall be as determined by the Board of Governors.
6.3 Decisions and Casting Votes
The Board of Governors shall as far as possible reach decisions by common consent. Where circumstances make it desirable or necessary for the Board to vote on any matter
each member of the Board shall have one vote and, in the event of a tie, the Chairman may use one extra or casting vote.
6.4 Liaison
The Governors will liaise with The Worshipful Company of Builders Merchants, The Builders Merchants Federation, Trustees of the Builders Merchants Training Trust, Trustees
of the Charities Fund to ensure that a representative from each of the aforementioned is invited to attend Board of Governors Meetings. Such members to be known as Liaison
Governors without voting rights but otherwise with full rights of participation in the business of the Governors.
6.5 Election of Officers
The President, Vice Presidents and Honorary Treasurer shall be elected annually by and from the Members of the Board of Governors and the decisions so taken shall be
reported to and take effect from the ensuing Annual General Meeting. In the event of there being more than one nomination for office of President, Vice-President or
Treasurer, they shall be elected by a secret Ballot of those Governors present at the Meeting. Each Governor shall vote for one candidate only for any one office.
Nominations shall be received by the Administrator not later than three weeks before the Meeting. A retiring President, Senior Vice-President or Junior Vice-President
shall be eligible for re-election upon not more than one occasion sequentially.
6.6 Officer’s Length of Service
An elected Governor serving as an Officer of the Institute shall continue to serve until the expiration of one year from the termination of his service as an Officer when he shall retire.
A Member having completed his term of office through to Immediate Past President will then retire as a Branch Governor. Notwithstanding any provision in the foregoing paragraph,
in an emergency caused by the absence of Governors willing or able to serve as Officers, the Board of Governors may, by a unanimous resolution of those present at a meeting duly
convened, extend for a period of one year only the term of office of any Officer of the Institute. The Notice of any Meeting at which such a proposal is to be considered must state
that fact and, for this purpose only, the Liaison Governors from the Builders Merchants Federation, The Worshipful Company of Builders Merchants, together with one Trustee from
the B.M.T.T and l.O.B.M Charities Funds, shall be entitled to cast a vote.
6.7 Returning Officer and Scrutineers
If a postal ballot is necessary a
Returning Officer and at least two Scrutineers shall be appointed by the President or one of the Vice-Presidents or Chairman of the Meeting.
6.8 General Powers
In addition to the powers expressly conferred by these Rules or by any General Meeting of the Institute the Governors shall be entitled to exercise all such powers and do all
such acts and things as may be exercised or done by the Institute and are not expressly directed or required to be exercised or done by the Institute in General Meeting.
6.9 Specific Powers
In particular, but without limiting the general powers conferred by the last preceding Rule, the Governors;
(1)May appoint a Secretary, Administrator or similar Executive on such terms as the Governors may determine or may remove any of them from such office.
(2)May from time to time appoint paid officials or servants of the Institute with such powers and duties within the authority of the Governors as the Governors shall think fit.
(3)May make such arrangements for obtaining and maintaining in force fidelity bonds in respect of the Administrator and Honorary Treasurer and other officers and employees
as may be determined by the Board of Governors.
(4)May from time to time make such rules, regulations, byelaws and codes of conduct, or standing orders for establishing, and ensuring the carrying into effect of the Objects
of the Institute as the Governors may think fit and may from time to time revoke or alter the same.
(5)May buy or sell or otherwise acquire or dispose of any land of any tenure for the purposes of the business of the Institute.
(6)May borrow or raise money.
(7)May appoint any qualified person to fill any casual vacancy of Governor: such person to retire at the close ofthe next Annual General Meeting buttobe eligible for the
election at that Meeting.
(8)May make such Standing Orders as the Governors may think necessary or desirable governing the conduct of any postal vote.
6.10Meetings
All Committees shall meet as required and until otherwise decided by the Governors or by a resolution of the Members duly passed at a General Meeting not less than
three each year.
6.11Standing Orders
The Governors may make such Standing Orders or Regulations for the summoning and conduct of their Meetings and for the transaction of their business as the Governors
may think fit.
6.12Resignations
A Governor may at any time resign his office by giving notice in writing to the Administrator but shall not thereby be disqualified from subsequent re-election.
6.13Removal
If a Governor:
1)shall be guilty of any contravention of the Standing Orders of the Governors; or
(2)shall have become liable to removal from membership of the Institute under the provisions of Rule 3.1; or
(3)shall without leave of absence granted by the Governors be absent from Meetings of the Board for a period of six months, or be absent from three consecutive Meetings, his seat
shall be declared vacant and thereupon cease to be a Governor.
6.14Removal by Resolution
The Institute may by a resolution passed at a General Meeting remove a Governor from office; provided that for this purpose the provisions of section 303 of the Companies’ Act 1985
shall apply mutatis mutandis, as if the Institute were a Company incorporated under the Act and the Governor was a Director of such a company.
6.15 Validity of Acts
All acts of the Governors and of any Committee or sub-Committee shall be valid notwithstanding that some defect shall afterwards be discovered to have existed or to have arisen
in the appointment or continuance in office of the Governors or of any Member of such Committee or sub-Committee.
6.16 Committees
Without prejudice to the extent of the powers whether general or specific which the Governors may confer on any Committee:
(1)A Committee shall remain in office until discharged by the Governors.
(2)The Governors shall at the first convenient Meeting following the Annual General Meeting review the Committees then in being and may at that or a subsequent Meeting of the
Governors reorganise any such Committee at the discretion of the Governors.
(3)The Chairman of any Committee shall (unless otherwise directed by the Governors or by the members by a resolution duly passed at a General Meeting) be chosen by the Board of Governors .
(4)The minutes of all Committee meetings shall be forwarded to the Administrator;
(5)No resolution passed at any Meeting of a Committee shall be valid or effective until the same has been confirmed by the Governors except with regard to matters on which
the Governors have delegated their authority to that Committee.
6.17 Death or Resignation of Officers
In the event of the death or resignation of any Officer, or his inability to continue in office by reason of prolonged illness or any other reason which the Governors consider prevent
him from effectively carrying out his duties, the Governors may appoint another Officer to serve until the next Annual General Meeting.
7. ACCOUNTS
The Governors shall cause proper books of account to be kept in respect of all moneys received and expended by the Institute. The books of account shall be kept at the Office of the
Administrator of the Institute or at such other places as the Governors may from time to time determine and shall at all times be open to inspection by any of the Governors.
The accounts shall be closed on the 30th September annually and a balance sheet with an income and expenditure account will be prepared for the year ending on that day
and such accounts together with the reports of the Treasurer and the Auditors shall be presented at the next Annual General Meeting. Not less than fourteen days before the
date of the Annual General Meeting a copy of the Income and Expenditure account and Balance Sheet shall be available at the office of the Administrator of the Institute
for inspection by any member during the normal office hours.
8 TRUSTEES
8.1 Appointment
The Governors may appoint any two or more of their number (other than the Treasurer) or such other persons or Corporations as they may deem desirable to be Trustees of the
Institute of Builders Merchants Charities Fund and the B.M.T.T within the confines of the respective trust deeds. They may accept the resignation of or remove from office any
one or more of such Trustees and appoint others. The appointed Trustees should arrange for one Trustee to attend Governors’ Meetings.
8.2 Power
The Trustees shall do no act as such Trustees otherwise than in accordance with the lawful direction or authority of the Governors, such direction or authority whether generally
or in any specific case may be evidenced in writing signed by the Administrator on behalf of the Governors.
9. INDEMNITIES
Any Officer or Governor, Trustee, or member of any Committee or any other Member, servant or agent of the Institute incurring liability for anything done by him in the proper,
lawful and reasonable discharge of his duty to the Institute shall be defended and indemnified by and at the cost of the Institute from all damages, prosecution, action or suit at law,
and the Governors may if they think fit appoint Solicitors for the defence of such persons and employ the property and funds of the Institute for all the purposes incidental to the
application of this Rule.
10. AMENDMENT TO RULES
These Rules may be altered, repealed or added to by a resolution passed by three-fourths of the members of the Institute entitled to vote present in person or by proxy at the
Annual General Meeting or a General Meeting convened for that purpose
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