b) Member (with a small m) when used alone or in the phrases member of the Institution or member of a Branch shall, unless a contrary interpretation appears, mean a person who holds any current grade of membership as defined in Rule 6.

c) Member (with a capital M) means a person elected to the grade of Member in terms of Rules 6.3 and 8.

d) Fellow means a person elected to the grade of Fellow in terms of Rules 6.2 and 8, and wherever these rules provide rights or privileges for a Fellow, these shall also apply to any duly elected Honorary Fellow.

e) Voting member means a person who holds current membership, as defined in Rule 6, in the grade of Honorary Fellow, Fellow, Member, Companion, Graduate Member, or Technician Member.

f) The Board means the Board of the Institution.

g) Branch means a regional group of members.

h) Practice College means a self-governing college established in terms of Rule 6.10.

i) Technical Group means a group of people united by common technical interests established in terms of Rule 17.

j) Chief Executive means the employee of the Institution so designated by the Board and appointed by the Board in accordance with the Rules or any person appointed by the Board to perform the duties of the Chief Executive temporarily.

k) Regulations means regulations as published in Institution handbooks.

l) Educational institution means any establishment teaching engineering at a tertiary level.

m) Formation means a period of professional development consisting of a combination of education, training, and experience.

n) Financial year means the period commencing on 1st January and ending on 31st December of each year.

o) Subscription year means the same as Financial Year above.

p) Rule (with a capital R) means a Rule of the Institution unless a contrary interpretation appears.

q) Where the context requires, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa.

2.2 Application of Rules

A substantial compliance with these Rules shall be good and sufficient at all times to meet their spirit and intent. No decision, resolution, appointment, meeting, election or any other exercise of powers conferred or implied herein shall be deemed to be invalid solely by reason of failure to comply exactly with these Rules.

2.3 Statutory Requirements

If it is the opinion of the Board that there are provisions in these rules which are contrary to the requirements of an Act of Parliament or any other binding legal requirement, then the Board is empowered to amend the rules to the extent so required. Any such amendments must be duly notified for endorsement at the next General Meeting of the Institution.

SECTION 3 MISSION STATEMENT

3.1 General Mission Statement

The Institution is dedicated to enhancing the quality of life of the people of Papua New Guinea by the responsible and creative application of engineering.

3.2 Mission to the Community

The Institution's Mission to the community is as follows.

a) Advance the practice of engineering in the interests of the safety, well being, and the quality of life of members of the community.

b) Promote an engineering management and practice style that will ensure sustainable development of the environment.

c) Assure the community of the quality of the engineering profession by a continuous process of accreditation of qualifications and monitoring the competency standards of the profession.

3.3 Mission to Members

The Institution's Mission to its members is as follows.

a) Determine and encourage high technical and ethical standards.

b) Sustain standards with ethics and discipline.

c) Encourage innovative solutions.

d) Facilitate the acquisition and sharing of knowledge.

e) Represent their interests.

SECTION 4 ETHICS

4.1 Compliance

To ensure the support of the Institution, all members shall comply with the provisions of a Code of Ethics as shall be prescribed by the Board from time to time. The Code shall have the force of Regulations as set out in Section 25 of these Rules. They are to be read as a whole. Prior to an applicant being accepted for admission as a member of the Institution, he must sign an oath undertaking to comply with the Code of Ethics.

4.2 Fundamental Ethical Values

The Code of Ethics recognises, amongst other things, the following five fundamental ethical values on which it is based.

Protection of Life and Safeguarding People

Sustainable Management and Care for the Environment

Community Well Being

Professionalism, Integrity, and Competence

Sustaining Engineering Knowledge.

SECTION 5 MEMBERSHIP GRADES AND ROLL

5.1 Membership Grades

The members of the Institution shall be Honorary Fellows, Fellows, Members, Graduate Members, Companions, Technician Members, and Student Members.

5.2 The Membership Roll

The names of all members shall be entered on the Roll of the Institution, hereinafter referred to as the Roll.

5.3 Certificates of Membership

Each member shall be given a certificate on election to membership. A member transferred from one grade to another may be issued with a new certificate. Each such certificate shall remain the property of the Institution and shall be returned to the Chief Executive, if requested, when the person to whom it was issued has ceased to be a member of each such grade.

5.4 Abbreviations of Grades of Membership

Any members who wish to designate themselves otherwise than in full as belonging to the Institution shall use one of the following abbreviations.

Honorary Fellow HonFIEPNG

Fellow FIEPNG

Member MIEPNG

Companion CompIEPNG

Graduate Member GIEPNG

Technician Member TechIEPNG

Student Member StudIEPNG

SECTION 6 QUALIFICATIONS FOR MEMBERSHIP

6.1 Honorary Fellow

An Honorary Fellow shall be a person who is distinguished by work in engineering, science or otherwise whom the Institution desires to honour.

6.2 Fellow

Each candidate for election or transfer to the grade of Fellow shall satisfy the following criteria.

a) He shall have been a Member of the Institution for at least three years, or for such shorter period as the Board may in any particular case decide.

b) He shall be of high standing in the profession or have obtained a degree of eminence therein.

c) He shall have been engaged in an important position of responsibility in the profession of engineering, which may include management associated with engineering.

d) He shall have given meritorious service to the profession, or have contributed significantly to the Mission of the Institution.

6.3 Member

Each candidate for election or transfer to the grade of Member shall satisfy the following criteria.

a) Disregarding temporary circumstances, he shall be engaged at the time of election or transfer in a position of responsibility in the practice of engineering or in management associated with engineering.

b) He shall possess one of the following qualifications.

i) A degree of an educational institution approved by the Board.

ii) The Board may approve such other degree as.

iii) A pass in any examination, or other exempting qualification approved by the Board.

iv) In accordance with the Regulations for the alternative route to membership, he shall have completed engineering formation of typically ten (10) years in activity at a professional level and shall have been employed in responsible positions of engineering, and shall demonstrate a good engineering education and adequate experience.

c) He shall have had such practical training or experience as will satisfy the requirements of the Regulations.

d) He shall have attended successfully a Professional Interview as prescribed in the Regulations unless exempted by the Board.

6.4 Companion

Each candidate for election or transfer to the grade of Companion shall satisfy the following criteria.

a) He shall possess a tertiary qualification in a profession related to engineering, such qualification being equivalent to that required by a professional engineer.

b) He shall have attained a position of responsibility in a profession or calling other than engineering.

c) He shall be a person whose membership would, in the opinion of the Board, constitute an advantageous link between such profession or calling and the profession of engineering.

6.5 Graduate Member

Each candidate for election or transfer to the grade of Graduate Member shall be in possession of a qualification acceptable to the Board in terms of Rule 6.3(b). No member shall remain a Graduate after becoming eligible for election to Member.

6.6 Technician Member

Each candidate for election or transfer to the grade of Technician Member shall satisfy the following criteria.

a) He shall hold a suitable technician's qualification at diploma or certificate level, as may be approved by the Board.

b) He may have a suitable degree related to engineering, but which is not recognised for the grade of Graduate Member.

c) He shall be engaged in or associated with a branch of engineering.

d) He shall have attended successfully an interview, or have been reviewed, as prescribed by the Board to demonstrate the possession of the requisite qualifications or have been exempt there from by the Board.

6.7 Student Member

Each candidate for election to the grade of Student Member shall be currently enrolled and studying for a qualification recognised by the Institution for Graduate Member or Technician Member. No member shall remain a Student Member after becoming eligible for election to Graduate Member or Technician Member.

6.8 Exemptions

The Board may waive any or all of the above requirements for admission to any grade of membership where formal recognition agreements with other institutions exist or in any other case where the Board is satisfied that properly verified membership, qualifications and experience are sufficient for such admission.

6.9 Organisational Membership

If the Board wishes to have closer links with any kindred organisation it may conclude agreements which can include either or both of the following.

a) Concessionaire accesses to Institution services or appropriate membership either on an individual or bulk basis, but subject to the relevant provisions of Rules 6 and 8.

b) An invitation to appoint representatives to suitable committees of the Institution.

6.10 Practice Colleges

a) If the Board is satisfied that a need exists, it may establish Practice Colleges for the purpose of enabling entry standards and ongoing practice requirements to be determined and maintained by peer groupings and which

i) May include one or more grades of membership, and

ii) Shall be as far as possible self-governing subject to Board approval of the college's rules and the provisions of Rule 6.10(e).

b) In exercising this approval, college rules can only be established or amended if the Board is satisfied that reasonable steps have been taken to notify and consult with those sectors of the membership likely to be affected by any such proposal.

c) Any college rules may include post nominal letters that suitably recognise college membership.

d) The provisions of Rule 17 (Practice Colleges and Technical Groups) will also apply to colleges, but be appropriately modified in terms of Rule 6.10.

e) The Board shall periodically review the scope, activities and continuing justification for any Practice College, and after consultation, may initiate any actions to give effect to the results of such review.

SECTION 7 EXAMINATIONS

7.1 Recognition of Qualifications

The Board may approve in whole or in part particular university degrees, and other academic qualifications, as demonstrating a sufficient standard of education, and may grant such exemptions from the Institution Examinations, as it thinks fit.

7.2 Regulations

The Board may make Regulations for the following purposes.

a) Establishing examinations for candidates for election to membership grades.

b) Governing the times and places at which examinations shall be held, the subjects which they shall comprise, the fees to be paid, and the conditions under which candidates may be admitted thereto.

c) Governing the scope and type of practical training and experience to be obtained by a candidate for election.

d) Governing the conduct of Professional Interviews, the times and places at which they shall take place and the fees to be paid by a candidate. The Board may appoint such qualified persons, as it thinks fit to interview each candidate.

7.3 Permission to sit for an Examination

The Board may permit a person who is not a candidate for election, to be a candidate for an examination. If such examination is passed, the Board may exempt the candidate wholly or partly from further examination where the candidate subsequently applies for election or transfer.

7.4 Permission to Attend a Professional Interview

The Board may permit a person who is not at the time a candidate for election to attend an interview and, if successful, that person may be exempted by the Board from further interview if subsequently, that person makes application for election or transfer.

7.5 Requirement for a Professional Interview

The Board may direct a candidate for election to be interviewed on its behalf, in order that it may be satisfied that the candidate has acquired during practical training and experience adequate knowledge of the practice of the appropriate branch of engineering.

SECTION 8 ELECTION, RESIGNATION, AND RE‑ADMISSION OF MEMBERS

8.1 Election of Honorary Fellows

An Honorary Fellow shall be elected by the unanimous vote of a meeting of the Board at which not less than two-thirds of the members of the Board are present. Each such election shall be announced at the next Annual General Meeting of the Institution.

8.2 Election to a Membership Grade by Invitation

a) The Board may issue an invitation to any person to become a member of the Institution in any grade considered by the Board to be appropriate. The decision to issue such an invitation shall be taken by the unanimous vote of a meeting of the Board, at which not less than two-thirds of the members of the Board is present.

b) The Board may invite members of high standing in the engineering profession to become Fellows.

c) In the case of candidates invited under terms of Rule 8.2(a) and 8.2(b), the Board may decide that such persons need not submit an application form, and may accept instead a written proposal for such an invitation signed by three members as supporters. In the case of candidates invited to the grade of Fellow, at least two of these supporters shall be Fellows.

8.3 Election to a Membership Grade by Application

a) Candidates for election to the grade of Fellow shall provide the names of not fewer than three members as supporters, at least two of whom shall be Fellows.

b) Candidates for election to the grade of Member, Companion, or Technician Member, shall provide the names of not fewer than three members as supporters for the application.

c) Candidates for election to the grade of Graduate, or Student shall have their application supported by not less than one member.

d) Where an applicant has difficulty in naming members as supporters, the Board may permit the substitution of the names of equivalent members of such other institutions or societies as the Board may recognise for this purpose from time to time.

8.4 Confirmation of Election to Membership by Application

a) Each application for election shall be forwarded to the Chief Executive who shall lay it before the Board. All elections of Fellows, Members, Graduate Members, Companions, and Student Members, shall be made by the Board in accordance with procedures prescribed by the Board in regulations that may include delegations of authority.

b) The Board may decline an application for election if it considers that the applicant is not a fit and proper person to be associated with the Institution or for any other reason. The Board shall not be bound to give a reason for declining an application for election.

c) When each election has been approved, the Chief Executive shall advise the applicant and shall request the payment of the appropriate fees and subscriptions. An election shall not be deemed complete until the Chief Executive has received such sums.

d) Should a person obtain election to any grade as a result of supplying misleading or inaccurate information, of which the Board shall be the sole judge, such election may be declared null and void.

8.5 Resignation and Re‑Admission

a) Each member may by notice in writing to the Chief Executive resign from membership after payment of all sums due in respect of subscriptions or otherwise.

b) On such resignation the Board shall demand the return of any certificate of membership issued to such member.

c) Each person who has ceased to be a member may apply for re-admission and the Board may approve such re‑admission under such conditions as it may see fit to impose.

SECTION 9 APPLICATION FEES AND ANNUAL SUBSCRIPTIONS

9.1 Application Fee

The Board shall establish from time to time application fees payable on application for election for Fellows, Members, Companions, Graduate Members, Technician Members, and Student Members.

9.2 Annual Subscriptions

a) Subscriptions for each year shall be determined by the Board and published in a schedule, a copy of which shall be sent to each member no later than thirty (30) days prior to the beginning of the subscription year to which they apply.

b) The Board may reduce the subscription for each member who has retired from active practice or who has experienced reduced earnings for a significant period.

9.3 Payment of Subscriptions

a) Each subscription shall be payable in advance and shall become due on the first day of the subscription year, provided that:

i) A member elected more than one quarter of the way through the subscription year shall pay a proportionately reduced subscription rounded up to the nearest quarter.

ii) A reduced subscription calculated as in (i) above should be granted only if any entrance fees and the reduced subscription is paid within two months of advice of election.

b) Each member shall be liable for the payment of the annual subscription until submitting his resignation in writing to the Chief Executive or unless the member has been expelled from the Institution. A member shall remain liable for any subscription that fell due prior to the date of resignation or expulsion. On such resignation or expulsion the Board shall demand any arrears of subscription.

9.4 Arrears of Subscriptions

a) Each member whose subscription for the current year has not been paid within two months of its becoming due shall be in arrears of subscription as from the due date, and the member's rights of membership as defined in Rule 20 shall be suspended until the arrears have been paid.

b) If a member shall remain in arrears of subscription for nine months, the Board may remove the member's name from the Roll, and he shall cease to be a member.

9.5 Remission of Subscription and Special Payment Conditions

In special circumstances, of which it shall be the judge, the Board may remit any subscription or part thereof or make special conditions for payment.

SECTION 10 COMPOSITION OF THE BOARD AND TENURE AND ELECTION OF THE BOARD MEMBERS

10.1 Composition of the Board and Tenure of Board Members

A Board that shall consist of the following shall govern the affairs of the Institution.

a) The President, and the Deputy President, each elected for a term of one year.

b) Four Board members each elected for a term of two years.

c) Two Board members each appointed by the Board for a term of two years. The Board may decide not to make these appointments. The appointments shall enhance the geographical and/or discipline distribution of the Board.

d) The Immediate Past‑President ex‑officio for a term of one year.

10.2 Term of Office and Qualifications of Board Members

a) Two of the four elected Board members and one of the two appointed Board members should complete their two‑year terms of office at alternate Annual General Meetings.

b) Only Fellows shall hold the office of President, or Deputy President and no Fellow shall hold the same office for two consecutive years.

c) No member, who on completion of his or her term of office who has served for six or more consecutive years on the Board, shall again serve on the Board until two years have elapsed. The President, the Deputy President, and the Immediate Past-President of the Board shall not be excluded from such offices by reason of previous service on the Board. A member who has served for five consecutive years on the Board shall not be excluded from serving a full term of two years. The Deputy President shall not be excluded from becoming the President in the succeeding year.

d) The term of office of each member of the Board shall begin at the conclusion of the Annual General Meeting immediately following election or appointment, and shall end at the conclusion of the first or second Annual General Meeting thereafter as the case may be.

e) The Board may fill a casual vacancy among its elected or appointed members.

f) The election to the office of President or Deputy President of an elected or appointed member of the Board before the expiry of the term of office for which the member was elected or appointed shall be deemed to create a casual vacancy.

g) Each member appointed to fill such vacancy shall hold office for the remainder of the term of the member of the Board replaced. For the purposes of Rule 10.2(c) the service of a member so appointed for a partial term shall be disregarded.

h) Each vacancy not filled at an election of members of the Board shall be deemed a casual vacancy. For the purposes of Rule 10.2(c) each member appointed to fill such vacancy shall be deemed to take office as if duly elected at such election.

i) Any member may nominate for the office of President or Deputy President any Fellow provided that if and when elected, he shall have within the previous four years, served at least two years as a member of the Board.

j) No member in arrears of subscription as defined in Rule 9.4 shall be competent to nominate or be eligible to be nominated for any such office.

10.3 Election of the Board

a) Any voting member may nominate any other voting member for one of the positions as elected Board member.

b) Each nomination shall be in writing on the prescribed form and shall bear the consent in writing of the member nominated.

c) Each candidate shall be invited to submit with the nomination paper the following information.

i) Name and date of birth.

ii) Membership history including dates of election to grades of membership.

iii) Present position or occupation.

iv) Offices (present or former) held in the Institution or its Branches, Practice Colleges or Technical Groups

v) Such other information as may be considered by the Board to be relevant.

d) Nominations shall be invited at least twelve (12) weeks prior to the Annual General Meeting.

e) For a nomination to be valid, the Chief Executive shall receive it at least eight (8) weeks prior to the Annual General Meeting.

f) The names of members nominated for each office shall be printed on ballot papers one of which together with a summary of the information referred to in Rule 10.3(c) shall be posted to each voting member not less than six (6) weeks before the Annual General Meeting.

g) For a vote to be valid, the ballot paper must be marked in accordance with the instructions thereon and shall be returned to reach the Chief Executive not later than two (2) weeks before the Annual General Meeting.

h) The Board shall appoint two or more scrutineers being neither members of the Board, nor candidates in the election, nor having nominated candidates. Such scrutineers shall count the votes and report the results to the Board not later than seven (7) days before the Annual General Meeting.

i) The Board shall report to the Annual General Meeting the names of the candidates elected.

ii) On application to the Chief Executive each candidate shall be given confidential particulars of the votes cast in respect of the office for which the candidate was nominated.

SECTION 11 PROCEDURES, POWERS, AND DUTIES OF THE BOARD

11.1 Procedures of the Board

a) The Board shall meet as often as the business of the Institution may require. This shall be at least twice a year.

b) The Board may appoint committees for special purposes and the members of such appointed committees need not be members of the Institution. Unless the Board otherwise prescribes each such appointment shall be deemed to terminate at the conclusion of the next Annual General Meeting.

c) The Board may appoint persons to represent the Institution on other bodies and such persons need not be members of the Institution. Unless the Board otherwise prescribes each such appointment shall be deemed to continue until terminated by the Board.

d) The Board may give to any such appointed committee or representative the power to act. Such appointed Committee or representative should report to the Board as prescribed by the Board.

e) The President and the Deputy President shall be ex‑officio members of all committees appointed by the Board.

f) The Board may make standing orders for the conduct of general meetings of the Institution and meetings of the Board and committees and for regulating the affairs of the Institution which standing orders shall not be contrary to the Rules. (See Appendix 1)

g) The quorum for meetings of the Board shall be five. Members of the Board linked to a meeting by conference telephone or video shall be deemed to be present for the purposes of a quorum and to be rightfully present in terms of Rule 15.1 or for any other purpose required by these Rules. Any written proposal which has been sent to each Board member and returned to the Chief Executive with an affirming signature, either by letter or by facsimile, may become a decision of the Board when the required number of affirmations, objections, and abstentions have been confirmed. Such decisions shall be recorded in the minutes of the next Board meeting.

11.2 Powers of the Board

a) The control of the funds of the Institution shall be vested in the Board and the Board shall authorise the expenditure of such sums, as it considers necessary for the advancement of the Mission of the Institution.

b) The Board may deposit funds with a bank or invest in and purchase such assets and securities, whether statutory trustee securities or not, as it considers necessary for the advancement of the Mission of the Institution.

c) The Board may withdraw, sell or otherwise convert into money any deposit, asset, or security of the Institution and may apply the moneys so obtained in any manner permitted by the Rules.

d) The Board may borrow money for the advancement of the Mission of the Institution, and in particular ‑ but without limitation of the general power herein before expressed ‑ the Board may borrow money for the following purposes.

i) Purchasing a site for offices, professional development centre, library, meeting rooms and other accommodation of the Institution and members, with or without buildings thereon.

ii) Building, fitting and furnishing such offices, professional development centre, library, meeting rooms and other accommodation.

iii) Purchasing any additional land with or without buildings thereon required for the future use or occupation of the Institution in whole or in part for any of the purposes mentioned in this section.

iv) Short term bridging finance to ensure continuity of the Institution's operations.

v) For any other purpose which the Board considers to be justified.

e) Any money borrowed by the Board may be borrowed in such manner as the Board thinks fit, with or without charge upon the property of the Institution. The Board may secure repayment of any moneys borrowed and interest thereon at such rate as the Board thinks fit, by mortgage or charge of the property of the Institution of any part or parts thereof.

f) The Board may give guarantees and may give security in support of guarantees.

g) All payments shall be approved by the Board and all cheques and other bank withdrawal authorities for sums in excess of a limit to be fixed from time to time by the Board shall be valid only if signed by the Chief Executive or any other staff member, approved for this purpose by the Board, and one member of the Board. For sums below that limit the signatories may be any two of the Chief Executive and other staff members approved for the purpose by the Board.

h) The decision of the Board on the interpretation of the Rules, on all matters dealt with by it in accordance with such Rules and on matters not provided for in such Rules shall be final and binding on all members.

i) Before any Branch, Practice College, or Technical Group makes any representations to, or enters into any negotiations with, or takes any action in relation to any person or organisation outside the Institution, it shall consider whether the matter is one which should more properly be handled by, or be subject to the approval of the Board. If the necessity for such referral is clear, or if there is any doubt, the matter must be referred to the Board for decision. Even when the Board's approval to such representations, negotiations, or action has been given, the Board may, at its discretion and at any stage, deal with the matter further as it considers fit. In authorising a Branch, Practice College or Technical Group to proceed with representations, negotiations or action on any matter, the Board may specify such conditions or indicate such procedure as it may deem appropriate.

11.3 Duties of the Board

a) The Board shall at all times, in governing the affairs of the Institution, give priority to facilitating the advancement of the Mission of the Institution as stated in Section 3.

b) At the end of each financial year the Board shall prepare an Annual Statement of Accounts which after being certified by the Auditor shall be presented at the Annual General Meeting.

c) The Board shall prepare an Annual Report that shall be presented at the Annual General Meeting.

SECTION 12 DUTIES OF THE STAFF AND THE AUDITOR

12.1 Appointment of Staff

The Board may appoint a Chief Executive and other employees and determine their remuneration.

12.2 Duties of Staff

The Chief Executive and other employees shall perform such duties as the Board may decide.

12.3 Appointment of Auditor

The Annual General Meeting that shall fix the auditor's remuneration shall elect an auditor.

12.4 Delegation of Powers to Chief Executive

The Board or committees may delegate in writing some or all of their respective powers to the Chief Executive, as they deem fit.

SECTION 13 ANNUAL GENERAL MEETING

13.1 Date and Place of Annual General Meeting

a) The Annual General Meeting of the Institution shall be held once in each calendar year normally during the month of March or on such other date and at a place fixed by the Board.

b) A copy of the Annual Report, comprising the President's Report, the Chief Executive's Report, and the audited Statement of Accounts, shall be presented at the Annual General Meeting.

c) At least fourteen (14) days notice of the Annual General Meeting shall be advertised in widely accepted forms of the media.

d) Thirty voting members (30) shall comprise a quorum for the Annual General Meeting.

13.2 Cancellation

If within one hour after the time fixed for the holding of the Annual General Meeting a quorum is not present no meeting shall be held.

SECTION 14 SPECIAL GENERAL MEETING

14.1 Calling of a Special General Meeting

A Special General Meeting shall be called at any time

a) By resolution of the Board, or

b) On the written requisition of thirty or more voting members provided that the requisition to call such meeting shall state the motion or motions to be moved.

14.2 Special General Meeting Requisitioned by Members

If members requisition a Special General Meeting the following conditions shall apply.

a) The meeting shall normally be held within two months of the receipt of such requisition unless this is extended by agreement between the Board and the requisitioning members.

b) Notwithstanding the provisions of Rule 14.2(a), if the Board in its sole discretion is of the opinion that a requisition is contrary to the provisions of Rule 20.6 then the Board may require prior notification and consultation with any section or sections of the membership before calling the Special General Meeting provided that the meeting is called no later than four months from the receipt of the requisition.

14.3 Notice of the Time and Place

Notice of the time and place of a Special General Meeting shall be posted to each member at least fourteen (14) days prior to such meeting and such notice shall also state the motion or motions to be moved thereat.

14.4 Motions to be moved

No other motions except that of which due notice has been given shall be considered at a Special General Meeting unless its subject matter is relevant to or dealing with the subject matter of such first mentioned motion or motions.

14.5 Quorum

Thirty voting members shall constitute a quorum for a Special General Meeting.

14.6 Cancellation

If within one hour after the time fixed for the holding of a Special General Meeting a quorum is not present no meeting shall be held.

SECTION 15 VOTING AT MEETINGS

15.1 Right to Vote

Only voting members actually and rightfully present at any meeting of the Board, a committee or a general meeting shall have the right to vote on any motion before such meeting.

15.2 Member's Votes and Chairman's Casting Vote

Each voting member shall have the right to exercise one vote only on each motion before such meeting except that in the case of equality of voting the chairman may exercise a casting vote in addition to a deliberative vote.

15.3 Mode of Voting

Voting on any motion before such meeting shall be by the voices, except that any voting member present at such meeting may require a show of hands and any ten per Centrum (10%) of the voting members present at such meeting may require a secret ballot.

15.4 Majority Decision

A majority of the voting members shall decide any question unless the Rules otherwise provide.

15.5 Confirming Ballot

At the conclusion of voting on any question before a Special General Meeting any ten per centum of those entitled to take part may require a final confirming secret ballot of just the Honorary Fellows, Fellows, and Members present. Notwithstanding the result of any earlier voting the majority of this final confirming ballot shall decide the question.

SECTION 16 BRANCHES

16.1 Establishment of Branches

The Board may establish or recognise Branches.

16.2 Requisition for Formation of Branches

The formation of a Branch shall be sanctioned only if the Board shall have received a requisition for such formation signed by not less than twelve members.

16.3 Model Rules for Conduct of Branches

Rules for the conduct of such Branches shall be subject to the approval of the Board. The Board shall publish model rules for the conduct of Branches. (See Appendix 2)

16.4 Membership of Branches

Every member of the Institution resident in Papua New Guinea shall be a member of the Branch in the area of which the member resides, provided that a Branch exists in that area, and provided that the Board may permit a resident in a particular Branch area to become a member of another Branch.

16.5 Branch Committee

The affairs of each Branch shall be controlled by a committee which shall submit to the Chief Executive an annual report accompanied by an audited statement of accounts approved by the Annual General Meeting of such Branch.

16.6 Branch Annual General Meeting

The Annual General Meeting of each Branch shall be held during the month of February in each year, or at least 28 days prior to the Institution's Annual General Meeting.

16.7 Term of Office for Chairman

No member shall hold the office of Chairman of a Branch for more than two consecutive years.

16.8 Funding of Branches and Limitation of Liability

The appropriation and contribution of funds of the Institution towards the expenses of Branches consistent with the object of the Institution shall be at the sole discretion of the Board and the Institution shall not be responsible for any liability incurred by or on behalf of any Branch beyond any amount previously appropriated or contributed for a specified purpose by the Board.

SECTION 17 PRACTICE COLLEGES AND TECHNICAL GROUPS

17.1 Establishment and Recognition

The Board may establish or recognise Practice Colleges and Technical Groups of members and such other persons as the Board may decide.

17.2 Sanction of Formation

The formation of each Practice College or Group shall be sanctioned only if the Board shall have received a requisition for such formation signed by not less than twelve members eligible to join such Practice College or Group.

17.3 Qualifications and Competence

Each Practice College shall be based on qualifications and ongoing competence and each Technical Group on community of engineering interests.

17.4 Rules

Rules for the conduct of each Practice College and Group shall be subject to the approval of the Board.

17.5 Financial Support

The appropriation and contribution of funds of the Institution towards the expenses of each Practice College or Group consistent with the object of the Institution shall be at the sole discretion of the Board and the Institution shall not be responsible for any liability incurred by or on behalf of such Practice College or Group beyond any amount previously appropriated or contributed for a specified purpose by the Board.

17.6 Administration

a) A committee elected annually shall control the affairs of each Practice College and Group.

b) The committee shall consist of a Chairman, Honorary Secretary-Treasurer and three members, together with such additional officers or members as each Practice College or Group shall specify in its rules.

c) No member shall hold the position of Chairman of a Practice College or Group for a continuous period longer than three years.

17.7 Regional or Specialist Sections

Each Practice College or Group may with the approval of the Board set up regional or specialist sections within its organisation if thereby the well being or efficiency of the Practice College or Group is improved.

17.8 Annual Report

The committee of each Practice College or Group shall submit to the Chief Executive of the Institution an annual report which shall be accompanied by an audited annual statement of accounts approved by the Annual General Meeting of such Practice College or Group.

17.9 Winding Up

If at any time the Board is satisfied that a Practice College or Technical Group has lapsed into inactivity, the Board may resolve to wind up such College or Group and to deploy any property or effects in terms of such body's existing rules as approved under 17.4 above.

SECTION 18 STUDENT CHAPTERS

18.1 Recognition of Student Chapters

The Board may recognise Chapters of students enrolled in engineering courses in educational institutions.

18.2 Requisition for Formation of Student Chapters

The formation of each Chapter shall be sanctioned only if the Board shall have received a requisition for such recognition signed by not less than twelve Student Members.

18.3 Conditions for Recognition

The Board shall specify the conditions under which such a Chapter will be recognised.

18.4 Rules for the Conduct of Student Chapters

Rules for the conduct of each Chapter shall be subject to the approval of the Board.

18.5 Membership of Student Chapters

The Board may permit a Chapter to include persons who are not members of the Institution.

18.6 Funding of Student Chapters

The appropriation and contribution of funds of the Institution towards the expenses of a Chapter, consistent with the object of the Institution, shall be at the sole discretion of the Board, and the Institution shall not be responsible for any liability incurred by or on behalf of a Chapter beyond any amount previously appropriated or contributed for a specified purpose by the Board.

18.7 Administration

a) A committee elected annually shall control the affairs of each Student Chapter.

b) The committee shall consist of a Chairman, Honorary Secretary-Treasurer and three members, together with such additional officers or members, as each Student Chapter shall specify in its rules.

c) No member shall hold the position of Chairman of a Student Chapter for a continuous period longer than two years.

18.8 Annual General Meeting and Annual Report

The committee of each Chapter shall prior to the Annual General Meeting of the Institution submit to the Chief Executive of the Institution an annual report approved by the Annual General Meeting of such Chapter, such Annual General Meeting being held in February of each year.

SECTION 19 PROFESSIONAL CONDUCT AND DISCIPLINE

19.1 Rules and Regulations

Each candidate for election to any grade of membership shall sign an undertaking to abide by the Rules and Regulations of the Institution.

19.2 Disciplinary Procedures

The Board shall prescribe regulations that achieve the following.

a) Appoint and define the powers of an investigating committee and of disciplinary committees of the Institution, and of committees of appeal.

b) Define the procedures for the investigation, hearing and determination of complaints against members.

c) Define the orders which may be made by any disciplinary committee or committee of appeal including expulsion or suspension from membership, reprimand and/or admonishment, public apology and retraction, payment to the Institution of a sum by way of penalty not exceeding K1000.00, and payment to the Institution of such sum as the committee thinks fit in respect of the costs and expenses incurred by the Institution, whether by the member complained of or by the member laying the complaint, as may be considered appropriate.

d) Authorise any committee of appeal to make such order, as it thinks fit as to the costs of an appeal.

19.3 Complaints

Should any member deem it his or her duty to make a complaint that another member is acting in breach of Section 4 or of the Code of Ethics, such complaint together with supporting evidence shall be sent in writing under confidential cover to the Chief Executive of the Institution and the Chief Executive shall then initiate action to deal with such complaint in accordance with the Regulations prescribed by the Board in pursuance of Rule 19.2.

19.4 Initiating Action

Should the Chief Executive of the Institution or any of the Branch Chairmen receive a complaint from any other source which in their personal opinion constitutes prima facie evidence that a member is acting in breach of Section 4 or of the Code of Ethics then the Chief Executive shall forthwith initiate action to deal with such complaint in accordance with the Regulations prescribed by the Board in pursuance of Rule 19.2.

19.5 Penalties

If a disciplinary committee decides that a member whose conduct is the subject of the investigation has acted in an improper or unprofessional manner, the committee may make one or more of the following orders.

a) That such member be expelled from membership of the Institution or suspended from membership for any period.

b) That a fine not exceeding K1000.00 be imposed on such member.

c) That such member be reprimanded or admonished.

d) That such member be required to publicly retract the statements, or apologise for the actions which prompted the original complaint. The retraction and/or apology shall be circulated to all Institution members and to those to whom the offending statements or actions referred.

e) That such member pay a sum not exceeding K2000.00 towards the cost incurred by the Institution and/or the complainant as are directly attributable to the investigation hearing and/or determination of the complaint.

19.6 Appeals

In any case where the disciplinary committee has made any order or orders under Rule 19.5 the member so affected may, not later than 28 days after the date when the notification of the order or orders was posted to him, lodge with the Chief Executive of the Institution at its registered office an appeal in writing against such order, or orders. On receipt of an appeal the Chief Executive shall proceed in accordance with the Regulations prescribed by the Board in pursuance of Rule 19.2.

19.7 Conviction by a Competent Court or Tribunal

If a member be convicted by a competent Court or tribunal of an offence which may render him or her unfit to be a member, the Board shall have the right to expel the member from the Institution, or to suspend membership for any period provided that no less than two thirds of the members of the Board vote in favour of such action at a meeting where such member has had the opportunity of being heard either in person or by a representative.

SECTION 20 RIGHTS OF MEMBERSHIP

20.1 Participation in Meetings

Each member may attend any general meeting of the Institution or of a Branch, Practice College or Technical Group of the Institution of which he or she is a member and, subject to the provisions of the Rules, may introduce for consideration any matter which comes within the scope of the object of the Institution and may speak to or vote upon any motion which may be before such meeting.

20.2 Advice and Support of the Institution

Each member may seek the advice and support of the Institution or of the Board or both on any matter coming within the object of the Institution and on any other matter concerning his or her welfare.

20.3 Rights of Voting Members

Each voting member may vote in an election, referendum, or ballot conducted by the Institution.

20.4 Rights of Nomination

Except as provided elsewhere in these Rules each voting member may nominate or be nominated for election to membership of the Board or of the committee of the Branch, Practice College, or Technical Group of which he or she is a member.

20.5 Rights to Receive the Institution's Publications

Each member shall be entitled to receive a copy of the official Journal and Newsletter or Magazine of the Institution.

20.6 Responsibility to notify and Consult

No section of the membership shall be permitted to make a decision which has significant impact outside of that decision-making group without first following notification and consultation procedures to obtain the consent of those members affected. In exercising its various powers under these rules the Board will have final and binding authority to decide on how this rule will operate.

20.7 Institution Actions

The Institution shall take no action on behalf of any person who is eligible for membership but who is not a member unless such action taken will assist a member or members.

SECTION 21 REFERENDUM

The Board may and on the written request of thirty voting members shall take a referendum of members on any question. The Board shall publish the result of such referendum and depending on the outcome of the referendum, may call a Special General Meeting under the provisions of 14.1 and 14.2

SECTION 22 PAPERS AND ARTICLES

22.1 Submission of Papers

Each member who submits with a view to its publication by the Institution a paper, article or other communication shall undertake as follows.

a) That the paper has not been previously published and that the member will not permit its publication before it is accepted or declined by or withdrawn with the assent of the Board.

b) That if the Board the paper and the copyright therein shall thereupon accepts it for publications become the property of the Institution.

22.2 Ownership of Papers if not published within a Reasonable Time Frame

Should the Board refuse or neglect to publish the paper or delay its publication beyond a period of nine months, the property therein shall revert to the author.

22.3 Submission of Papers by Non-Members

Each non‑member who submits a paper for publication shall be required to sign an undertaking in the terms set out in Rule 22.1.

SECTION 23 AWARDS

The Board may make such awards of the Institution on such conditions as it may decide. The Chief Executive shall keep a list of such awards and details of the relevant conditions.

SECTION 24 ALTERATION OF RULES

Rules shall be made, amended, or rescinded only by a postal ballot of all voting members provided that two-thirds (2/3) of the votes cast are in favour. No addition to or alteration of Section 28 (Winding-Up) shall be made without the approval of the Internal Revenue Commission.

SECTION 25 REGULATIONS

The Board may make Regulations on matters referred to in the Rules that require further elaboration in detail. Regulations shall be made, amended or rescinded by the assent of not less than two‑thirds of the members of the Board. Information regarding Regulations made, amended or rescinded shall be communicated to members by posting a notice to each member or by publication in the Journal of the Institution of such Regulations or a summary thereof together with advice that a copy of such Regulations may be obtained on request to the Chief Executive.

SECTION 26 PROPERTY

The property and effects of the Institution of every kind shall be used solely for the advancement of the Mission of the Institution and except as provided in the Rules no portion of such property or effects or profit or surplus shall be surrendered or paid to any member either by way of bonus, gratuity or dividend or in any other manner whatever except that an honorarium may be paid to a member for services rendered and awards may be made.

SECTION 27 CONTROL AND USE OF THE COMMON SEAL

The Institution shall have a common seal which shall be kept by the Chief Executive at the registered office of the Institution and shall be affixed to any document only on the resolution of the Board and each impression of the seal shall be valid only if attested in writing by any two of the Chief Executive and the members of the Board.

SECTION 28 WINDING‑UP

In the event of the winding‑up of the Institution any property and effects of the Institution shall be bequeathed by the Institution for the purpose of advancing engineering knowledge or promoting the welfare of the engineering profession or other such and similar purposes as the Board shall decide.

APPENDIX 1 STANDING ORDERS FOR MEETINGS

The Standing Orders for Meetings are not intended to be mandatory. However, the chairman of any meeting may invoke the Standing Orders if he feels this would facilitate the orderly conduct of the meeting. Many meetings can be conducted successfully in an informal and conversational manner. However, there are occasions when individual members behave in a disruptive manner and unjustifiably prolong the conduct of business. Under these circumstances, the Chairman, in order to protect the rights of other members and to conduct business in a proper manner, should invoke these Standing Orders. The most commonly occurring breaches of protocol and professionalism are abuses of paragraph 7 (Debate) of these Standing Orders.

1. General

a) General meetings of the Institution and meetings of the Board and committees shall be conducted in accordance with Sections 13, 14 and 15 of the Rules and the following Standing Orders.

b) Except as provided in the Rules these Standing Orders are not binding on meetings of any Institution committees, or on meetings of Practice Colleges, Technical Groups, Branches or Chapters. Any body not covered may, however, adopt them if it chooses.

2. Chairman

a) At each general meeting or meeting of the Board, the President or in his absence the Deputy President, shall take the chair.

b) At each meeting of a committee the designated Chairman or, in his absence, the Deputy Chairman shall take the chair.

c) In the above cases if the specified officers are not present a meeting shall elect its own chairman.

3. Minutes

Minutes of each meeting shall be kept by the Chief Executive and at each meeting the minutes of the previous meeting of a like nature shall be submitted to the meeting for approval and then signed by the chairman, before any other business is transacted.

4. Order of Business

Except as provided herein the order in which business is transacted at each meeting shall be at the discretion of the chairman.

5. Motions

a) Except with the permission of the chairman each motion or amendment shall be in writing.

b) Each motion or amendment not seconded shall lapse without discussion and shall not be recorded in the minutes except by the permission of the meeting.

c) After each motion or amendment has been moved and seconded it shall not be withdrawn without the permission of the meeting.

d) Except with the permission of the meeting no motion or amendment shall be proposed which in the opinion of the chairman is the same in substance as any motion or amendment which during the same meeting has been resolved in the affirmative or negative.

e) Where no specific procedure is laid down the chairman shall refuse to accept a motion to rescind any resolution or other vote if he or she considers that insufficient notice has been given to members.

f) Before putting each motion or amendment to the vote the chairman shall clearly state such motion or amendment.

6. Amendments

a) Leaving out words, by leaving out certain words and substituting other words, by inserting words, or by adding words may amend a motion.

b) Each amendment shall be relevant to the original motion.

c) No amendment may be accepted which produces a direct negative of the motion.

d) Amendments to a motion may be moved without notice.

e) Amendments may be moved in any order considered satisfactory by the chairman.

f) When an amendment has been carried, such amendment shall become the substantive motion and shall be open to amendment accordingly.

g) At the discretion of the chairman amendments to an amendment shall be allowed.

7. Debate

a) Except with the permission of the chairman each member shall rise to speak and shall speak only upon or to introduce a motion or amendment or upon a question of order, but not otherwise.

b) If the chairman rises a member speaking shall resume his seat and no member shall rise or attempt to speak until the chairman has resumed his seat.

c) All remarks shall be addressed to the chairman.

d) Except with the permission of the chairman no member may speak twice to a question before a meeting except as follows.

i) In explanation of some material point on which the member claims to have been misunderstood, but the member shall not introduce any fresh matter.

ii) That unless otherwise provided a reply shall be allowed to a member who has moved a substantive motion, but not to a member who has moved an amendment. No fresh matter may be introduced during such reply.

iii) To move an amendment.

e) The chairman may at his discretion at any stage of the meeting impose a time limit on speakers, whether generally or on the speakers to any particular motion or amendment then before the meeting.

f) A debate may be interrupted at any time by a question of order, by want of a quorum, by any of the formal motions noted in Clause 9, or by a motion for the reading of a document relevant to the motion or amendment.

8. Voting

a) Voting at meetings shall be conducted in accordance with Section 15 of the Rules. The Rules may not be suspended or varied.

b) The meeting shall elect when a secret ballot is necessary scrutineers for such ballot.

9. Formal Motions

a) The following formal motions may be moved at any time. The chairman may refuse to accept any such motion except formal motion (v) if he or she considers it premature.

i) That the question is now put.

ii) That the meeting proceed to the next business.

iii) That the meeting do now adjourn.

iv) That the meeting do now adjourn to (place and time).

v) That the question be not now put.

b) A formal motion relating to a motion or amendment may not be moved or seconded by a person who has taken part in the debate on such motion or amendment.

c) Formal motion (i), (ii) or (iii) when moved and seconded and accepted by the chairman shall be immediately put without debate or amendment.

d) If formal motion (i) is carried and the question before the meeting is a motion the mover of such motion may reply after which such motion shall be immediately put.

e) When formal motion (iv) has been moved and seconded and accepted by the chairman, the place and time only may be debated and amended. Discussion of the motion or amendment previously before the meeting shall be suspended while such formal motion is dealt with.

f) Formal motion (v) may be moved only in connection with a substantive motion and not with an amendment. When such formal motion has been moved and seconded it shall be debated in conjunction with the substantive motion before the meeting. When the debate terminates the chairman shall first put the formal motion. If such motion is carried the meeting shall proceed to the next business without voting on the substantive motion. If the formal motion is lost the substantive motion shall be put without further debate.

10. Points of Order and Procedure

a) A member may at any time rise and address the chairman on a point of order, but shall confine his or her remarks to the point of order raised and shall interrupt a speech only when such necessity arises.

b) When any question of order or procedure shall arise it shall immediately be taken into consideration and decided by the chairman and the matter under discussion shall be suspended until the decision of the chairman has been given which decision shall not be open to discussion at that meeting.

c) The chairman shall decide all questions of order or procedure not provided for in these Standing Orders.

11. Adjournment

A meeting may be adjourned only by its own resolution except that the chairman may adjourn a meeting on the occasion of disorder disturbance and shall do if there is less than a quorum present.

12. Committee

a) A meeting may by a duly carried resolution resolve itself into committee.

b) In committee each member may speak as often as he or she desires. The decisions arrived at in committee shall be submitted as substantive motions after the meeting has resumed.

13. Suspension of Standing Orders

Any Standing Order may be suspended by the assent of not less than two-thirds of the members present. The voting rules may not be suspended or varied.

APPENDIX 2: MODEL RULES FOR BRANCHES

1. Name

The name of the Branch shall be The Institution of Professional Engineers Papua New Guinea....................Branch.

2. Object

The object of the Branch shall be the advancement of the science and profession of engineering.

3. Branch Area

The area covered by the Branch shall be................

4. Membership

a) Every financial member of the Institution resident in the area and such other members as the Board of the Institution may decide shall be members of the Branch provided that the Board of the Institution may permit a resident in the Branch area to become a member of another Branch.

b) Every member of the Institution shall be entitled to attend general meetings of the Branch and to vote.

5. Financial Year and Date of Annual General Meeting

a) The financial year shall be the period commencing on 1st January and ending on 31st December.

b) The Annual General Meeting shall be held during the month of February.

6. Subscription Year

The subscription year shall be as defined in Rule 2.1.

7. Expenditure

Any contribution to Branch funds from the funds of the Institution shall be expended only in furtherance of the object of the Institution.

8. Committee

a) The affairs of each Branch shall be controlled by a committee which shall consist of a chairman, the immediate past-chairman ex-officio, an honorary secretary and an honorary treasurer or a single officer filling those two offices, the chairman of the graduates' or students' section if any, ex-officio, and at least three ordinary members of the committee, together with such additional officers or members as the Branch shall decide.

b) No member shall hold the office of chairman for more than two consecutive years.

c) The officers and members of the committee shall be elected each year at the Annual General Meeting.

d) The committee shall fill casual vacancies occurring on the committee.

9. Meetings

a) Meetings of the committee and general meetings of the Branch shall be held as required.

b) Special general meetings of the Branch may be called by the committee on its own initiative or at the written request of ten voting members.

c) The Annual General Meeting shall be held during the month of February in each year. The Branch committee shall determine the date. The annual report and audited statement of accounts shall be submitted to the Annual General Meeting and the election of officers and members of the committee shall be held thereat. A copy of the annual report and the audited statement of accounts approved by the Annual General Meeting shall be sent to the Chief Executive of the Institution.

d) Members may introduce visitors to ordinary general meetings subject to the approval of the chairman. Visitors may take part in discussions on the invitation of the chairman.

e) The committee of the Branch may on its own initiative or on the recommendation of a member invite any person not being a member of the Institution to address a Branch meeting.

f) The chairman of the Branch, when present, shall preside at each Branch meeting and in his or her absence another member of the committee shall preside. If no such member is present then the members present shall appoint a chairman from among their members.

g) A quorum for the Branch committee shall be three, that for a special general meeting ten, and there shall be no quorum for the Annual General Meeting.

10. Auditor

An honorary auditor shall be appointed each year at the Annual General Meeting of the Branch.

11. Papers

a) The author of a paper may offer such paper to the committee of the Branch for reading at a meeting of the Branch. If such paper were accepted the honorary secretary of the Branch should within thirty days send three copies to the Chief Executive of the Institution for consideration by the Board for publication by the Institution.

b) Alternatively, the author of a paper not accepted or not offered for reading at a meeting of the Branch may at any time send three copies of such paper to the Chief Executive of the Institution for consideration for publication of such paper by the Board.

c) Any paper accepted for reading or for publication shall become the property of the Institution and shall be subject to the provisions of Institution Rules 22.1 to 22.3.

12. Alteration of Rules

Alterations of the Branch rules may be made only by members of the Branch by motion passed at the Annual General Meeting or at a special general meeting called for the purpose provided that at least twenty-one days' notice in writing of such motion has been given to the honorary secretary who prior to the general meeting shall give at least fourteen days' notice of such motion and notice of the meeting in writing to all members.

13. Approval of Rules

No Branch rules or alterations thereto shall become operative until approved by the Board of the Institution.