|
Web Editorial Team |
|
Contact IPCRG |
| About the IPCRG | |||||||
| Mission | Policies | Editorial Team | Committee | Recruitment | News | ||
| Reports | Meetings | Articles | Memorandum & Articles | Contact | |||
|
|
|
PRESIDENT ELECT |
|
| 11.1 |
The President Elect of the Company shall be elected by an Ordinary Resolution. |
| 11.2 | The President Elect shall ex officio be a Director of the Company. |
| 11.3 | On the President ceasing for whatever reason to be President the President Elect shall forthwith become President unless an Ordinary Resolution has been passed on or before the date on which the President ceased to be President that the President Elect should not become President on the President ceasing to be President. |
| 11.4 |
The office of President Elect shall be vacated if the President Elect:-
(a) resigns as President Elect by notice in writing sent to or left with the Secretary at the registered office of the Company; or (b) is removed from office by an Ordinary Resolution; or (c) becomes of unsound mind and the Directors resolve that the President Elect be removed from office; or (d) becomes bankrupt or insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors; or (e) is prohibited by law from being a Director of the Company; or (f) accepts remuneration in contravention of Clause IV of the Memorandum of Association of the Company. |
| 12.1 | The Treasurer of the Company shall be elected by an Ordinary Resolution. |
| 12.2 | The Treasurer shall ex officio be a Director of the Company. |
| 12.3 | The Treasurer of the Company shall retire from office at every Annual General Meeting of the Company but, subject to the provisions of Regulation 12.4 below, shall be eligible for re-election. |
| 12.4 | If on the date of any Annual General Meeting of the Company the Treasurer has held office as Treasurer for a continuous period exceeding eight years, the Treasurer shall retire from office at the close of that Annual General Meeting and shall not be eligible for re-appointment as Treasurer until the expiry of one year from the date of that Annual General Meeting. For the purposes of this Regulation, a "year" shall be the period between one Annual General Meeting of the Company and the next following Annual General Meeting of the Company. There shall be no break in the continuous period of office of the Treasurer if at any Annual General Meeting of the Company the Treasurer retires in accordance with Regulation 12.3 above and is reappointed as Treasurer at that Annual General Meeting. |
| 12.5 | Any period of office as Treasurer prior to 15 September 2007 shall be taken into account for the purposes of Regulation 12.4 above. |
| 12.6 | The office of Treasurer shall be vacated if the Treasurer:- (a) resigns as Treasurer by notice in writing sent to or left with the Secretary at the registered office of the Company; or (b) is removed from office by an Ordinary Resolution; (c) becomes of unsound mind and the Directors resolve that the Treasurer be removed from office; or (d) becomes bankrupt or insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors; or (e) is prohibited by law from being a Director of the Company; or (f) accepts remuneration in contravention of Clause IV of the Memorandum of Association of the Company. |
| 13.1 |
The number of Directors shall not, excluding any Past President or Past Presidents co-opted as Directors pursuant to Regulation 13.4 below, exceed eight. The Company need have only one Director for so long as the Company is dormant within the meaning of Section 249AA of the Companies Act 1985; at any other time the Company shall have a minimum of three Directors. |
| 13.2 | The Directors of the Company shall be:- (a) ex officio, the President of the Company; (b) ex officio, the President Elect of the Company; (c) ex officio, the Immediate Past President (provided always that the Immediate Past President shall cease to be a Director of the Company at the close of the second Annual General Meeting of the Company held after the Immediate Past President ceased to be President of the Company or, if sooner, on ceasing to be the Immediate Past President); (d) ex officio, the Treasurer of the Company; (e) up to four persons co-opted as Directors pursuant to Regulation 13.3 below; and (f) any Past President or Past Presidents co-opted as Directors pursuant to Regulation 13.4 below. |
| 13.3 | The Directors shall have power from time to time and at any time to co-opt any person to be a Director of the Company, but so that the total number of Directors at any time co-opted by the Directors pursuant to this Regulation 13.3 shall not exceed four. Any Director of the Company co-opted by the Directors pursuant to this Regulation 13.3 shall retire as a Director at the first meeting of the Directors held following an Annual General Meeting of the Company. A Director who retires at any meeting of the Directors in accordance with the preceding sentence shall be eligible to be re-co-opted as a Director pursuant to this Regulation 13.3, provided that if a Director has been re-co-opted as a Director pursuant to this sentence following five successive Annual General Meetings of the Company that Director shall not, when that Director next retires in accordance with the preceding sentence, be eligible to be re-co-opted or co-opted as a Director prior to the next following Annual General Meeting of the Company. |
| 13.4 | If an Immediate Past President ceases to be the Immediate Past President prior to the second Annual General Meeting of the Company held after he or she ceased to be President of the Company, then the Directors may co-opt that former Immediate Past President as a Director of the Company for such period, ending on or before the second Annual General Meeting of the Company held after that former Immediate Past President, ceased to be President of the Company, as the Directors determine. |
|
13.5 |
No person shall be appointed or co-opted as a Director of the Company unless that person is an ex officio Director of the Company or that person has confirmed his or her consent to hold office as a Director of the Company. |
| 13.6 | The office of a Director shall be vacated if he or she:- (a) being ex officio a Director of the Company as the President of the Company, ceases for whatever reason to be President other than by reason of becoming Immediate Past President; or (b) being ex officio a Director of the Company as the President Elect of the Company, ceases for whatever reason to be the President Elect other than by reason of becoming President of the Company; or (c) being ex officio a Director of the Company as the Immediate Past President, ceases to be the Immediate Past President (unless that former Immediate Past President is on ceasing to be Immediate Past President co-opted as a Director pursuant to Regulation 13.4 above); or; (d) being ex officio a Director of the Company as the Treasurer of the Company, ceases for whatever reason to be Treasurer; or (e) resigns his or her office by notice in writing sent to or left with the Secretary at the registered office of the Company; or (f) is removed from office by an Ordinary Resolution; or (g) becomes of unsound mind and the Directors resolve that he or she be removed from office; or (h) becomes bankrupt or insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors; or (i) is prohibited by law from being a Director; or (j) accepts remuneration in contravention of Clause IV of the Memorandum of Association of the Company. |
| 13.7 | The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the minimum number of Directors, the continuing Directors may act for the purposes of (i) increasing the number of the members of the Company, (ii) increasing the number of Directors and/or (iii) convening a General Meeting of the Company, but for no other purpose. |
| 13.8 | All acts done by the Directors or by any Committee of the Directors or by any person acting as a Director or as a member of any such Committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or any person acting as aforesaid or that any Director or any member of the relevant Committee of the Directors was disqualified, be as valid as if every Director or every such person had been duly appointed. |
| 13.9 | The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Act or by the Articles, required to be exercised by the Company in General Meeting, subject nevertheless to the provisions of the Act or the Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. |
| 13.10 | Subject to Clause IV of the Company's Memorandum of Association, the Directors shall be entitled to remuneration for any services actually provided by them to the Company and may be paid any travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any Committee of the Directors or any General Meeting of the Company or otherwise in connection with the business of the Company. |
| 13.11 | The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, as security for any debt, liability or obligation of the Company or of any third party. |
| 13.12 | All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such a manner as the Directors shall from time to time determine. |
| 13.13 | The Directors shall cause minutes to be made:- (a) of all appointments of officers made by the Directors or the Company in General Meeting; (b) of the names of the Directors present at each meeting of the Directors and of the names of the members of any Committee of the Directors present at each meeting of the Committee; and (c) of all resolutions and proceedings at all General Meetings of the Company and at all meetings of the Directors and of any Committee of the Directors. |
| 14.1 | The President shall be the chairperson of the meetings of the Directors. If at any meeting of the Directors the President is not present within 15 minutes after the time appointed for holding the meeting the President Elect (if any) shall be chairperson of that meeting and if at any meeting of the Directors neither the President nor the President Elect (if any) is present within 15 minutes after the time appointed for holding the meeting, the Directors present may elect another of their number to be chairperson of the meeting. |
| 14.2 | A Director of the Company may, and the Secretary on the requisition of any Director of the Company shall, at any time summon a meeting of the Directors. Unless all the Directors otherwise agree, not less than 21 clear days notice of any meeting of the Directors shall be given to each of the Directors. |
| 14.3 | Subject to Regulation 14.2 above the Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, provided always that the Directors shall meet not less than three times in each calendar year. Each Director shall have one vote and questions arising at any meeting of the Directors shall be determined by a majority of the votes of the Directors present. In the case of any equality of votes, the chairperson of the meeting shall have a second or casting vote. |
| 14.4 | The quorum of Directors necessary for the transaction of business at any meeting of the Directors may be fixed by the Directors and unless so fixed shall be three for so long as there are more than three Directors and shall be one for so long as there are three or less Directors. |
| 14.5 | A meeting of the Directors, or of a Committee of the Directors, may consist of a conference between Directors or, as the case may be, members of the Committee who are not all in one place, but of whom each is able to speak to each of the others and to be heard by each of the others simultaneously. Alternatively, such a meeting can take place by a series of telephone calls from the chairperson of the meeting. A Director or a member of the relevant Committee taking part in such a conference or telephone call shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled or, if there is no such group or if the meeting takes place by a series of telephone calls from the chairperson, where the chairperson of the meeting then is. The word "meeting" when referring to a meeting of the Directors, or of a Committee of the Directors, in the Articles shall be construed accordingly. |
| 14.6 | A resolution in writing, signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors, shall be as valid and effective as if it had been passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more of the Directors. |
| 14.7 | The Directors may invite or allow any person as they may consider appropriate to attend and speak, but not to vote, at any meeting or meetings of the Directors. |
| 14.8 | A Director shall absent himself or herself from the discussion at any meeting or meetings of the Directors regarding the supply of any services or goods by any body in which that Director holds more than one hundredth part of the capital and a Director shall not vote in respect of any contract in which he or she is interested or any matter arising there out and, if he or she does so vote, his or her vote shall not be counted. |
| 14.9 | A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company must, in accordance with Section 317 of the Act, declare the nature of his or her interest at a meeting of the Directors. |
| 14.10 |
If a question arises at a meeting of the Directors as to the right of a Director to vote, the question may, before the relevant vote, be referred to the chairperson of the meeting and the chairperson's ruling in relation to any Director other than himself or herself shall be final and conclusive.
|
| 15.1 | The Directors may delegate any of their powers to a Committee or Committees consisting of such persons (whether or not being Directors) as the Directors shall determine. Any Committee so formed shall in the exercise of the powers delegated to it conform to any regulations that may be imposed upon it by the Directors and shall report and be responsible to the Directors. |
| 15.2 | Any Committee of the Directors may, subject to any regulations imposed upon the Committee by the Directors, appoint a Sub Committee and may delegate to any such Sub-Committee any of the powers of the Committee as the Committee shall determine. Any Sub-Committee of a Committee of the Directors shall in the exercise of the powers delegated to the Sub-Committee conform to any regulations that may be imposed upon the Sub-Committee by, and shall report and be responsible to, the Committee of the Directors which established the Sub-Committee. The Members of any Sub-Committee of the Committee of the Directors shall be members of that Committee. |
| 15.3 | Any Committee of the Directors or Sub-Committee shall subject always to Regulations 9.5 and 9.6 above elect a chairperson of its meetings. If there is no chairperson of any such Committee or Sub-Committee or if at any meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members of the Committee or Sub-Committee present shall elect one of their number to be chairperson of the meeting. A Committee (or a Sub-Committee of a Committee) shall (subject to the rules and regulations in accordance with which the Committee or Sub-Committee is established) meet and adjourn as it thinks proper. |
| 15.4 | Each member of a Committee of the Directors or Sub-Committee shall have one vote. Questions arising at any Meeting of a Committee of the Directors or of a Sub-Committee shall be determined by a majority of votes of the members of the Committee or Sub-Committee present, and in the case of an equality of votes the chairperson of the Meeting shall have a second or casting vote. |
| 15.5 | A Committee of the Directors or Sub-Committee may (unless the Directors shall otherwise determine) invite or allow such persons as the Committee or Sub-Committee may consider appropriate to attend and speak, but not to vote, at any Meeting or Meetings of the Committee or Sub-Committee. |
| 15.6 |
A member of any Committee of the Directors or of any Sub-Committee may be paid any travelling, hotel and other expenses properly incurred by that member in attending and returning from meetings of the Committee or Sub-Committee or otherwise in connection with the business of the Company.
|
| 16.1 | Subject to the provisions of the Act, the Secretary shall be appointed by the Directors for such term and (subject to the Memorandum of Association of the Company) at such remuneration and upon such conditions as the Directors may think fit; and the Secretary may be removed by the Directors. |
| 16.2 | A provision of the Act or of the Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as the Secretary. |
| 16.3 |
The Treasurer may be the Secretary.
|
| 17.1 |
Each Ordinary Member shall be entitled by notice in writing to appoint an individual as a member of the Senate and to remove from office any member of the Senate so appointed by that Ordinary Member. Any such notice shall take effect as at the date on which the notice is lodged at the registered office of the Company or at a meeting of the Senate or on such later date and shall be specified in the notice. |
| 17.2 | The President from time to time and for the time being of the Company shall ex officio be a member of the Senate. |
| 17.3 | No person shall be appointed as a member of the Senate pursuant to Regulation 17.1 above unless that person has confirmed his or her consent to hold office as a member of the Senate, and no person shall be appointed as a member of the Senate other than pursuant to Regulations 17.1 and 17.3 above. |
| 17.4 | A member of the Senate may be paid any travelling, hotel and other expenses properly incurred by him or her in attending and returning from meetings of the Senate but shall not be entitled to any remuneration from the Company for being a member of the Senate. |
| 17.5 | The President shall be the chairperson of meetings of the Senate. If at any meeting of the Senate the President is not present within 15 minutes after the time appointed for holding the meeting, the members of the Senate present may elect another of their number to be chairperson of the meeting. A member of the Senate may, and the Secretary on the requisition of any member of the Senate shall, at any time summon a meeting of the Senate. Unless all the members of the Senate otherwise agree, not less than 21 clear days notice of any meeting of the Senate shall be given to each member of the Senate. |
| 17.6 | Subject to Regulation 17.6 above, the members of the Senate may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Each member of the Senate shall have one vote and questions arising at any meeting of the Senate shall be determined by a majority of the votes of the members of the Senate present. In the case of any equality of votes, the chairperson of the meeting shall have a second or casting vote. |
| 17.7 | The quorum of members of the Senate necessary for the transaction of business at any meeting of the Senate may be fixed by the members of the Senate and unless so fixed shall be three members of the Senate. |
| 17.8 | A meeting of the Senate may consist of a conference between members of the Senate who are not all in one place, but of whom each is able to speak to each of the others and to be heard by each of the others simultaneously. Alternatively, such a meeting can take place by a series of telephone calls from the chairperson of the meeting. A member of the Senate taking part in such a conference or telephone call shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled or, if there is no such group of if the meeting takes place by a series of telephone calls from the chairperson, where the chairperson of the meeting then is. The word "meeting" when referring to a meeting of the Senate shall be construed according |
| 17.9 | A resolution in writing, signed by all the members of the Senate for the time being entitled to receive notice of a meeting of the Senate, shall be as valid and effective as if it had been passed at a meeting of the Senate duly convened and held, and may consist of several documents in the like form each signed by one or more members of the Senate. |
| 17.10 | The members of the Senate may invite or allow any person as they may consider appropriate to attend and speak, but not to vote, at any meeting or meetings of the Senate. |
| 17.11 | The business of the Company shall not be managed by the Senate and the members of the Senate shall not, as such members, be Directors of the Company. |
| 17.12 | The function of the Senate shall be:- (a) to ensure that the Company retains and develops the Company's global interest and reach; (b) to provide international perspective to the Directors and to Committees of the Directors; (c) to act as ambassadors of the Company; (d) to generate and receive policy papers of importance or concern to the Company and the members of the Company; (e) to keep under review developments in, and to propose best practice in, the care, treatment and prevention of respiratory illness and disease; (f) to advise the Directors of the Company on, and to assist the Directors of the Company in delivering, the strategic or forward plans and priorities of the Company; and (g) to assist the Directors of the Company in such ways as the Directors of the Company may request. |
| 17.13 |
The number of members of the Senate shall not be subject to any maximum.
|