Rules and regulations of the Mining Institute of Scotland
The Mining Institute of Scotland is a regional society of the Institute of Materials, Minerals & Mining. Nevertheless, The Mining Institute of Scotland is also a private limited company registered in Scotland with Number 311798.
To the extent that any Regulation is shown to be inconsistent with a requirement of the Memorandum of Association or the Articles of Association of the company that Regulation shall be of no effect.
In these Regulations, unless the context otherwise requires, the following expressions have the meanings hereby respectively assigned to them:
"Council" means the Council of The Mining Institute of Scotland.
“Director” means a director of the private limited company: The Mining Institute of Scotland.
“Secretary” means the secretary of the private limited company:The Mining Institute of Scotland.
“Member" with a capital "M" when standing alone means Member of The Mining Institute of Scotland and "member" with a small "m" is a general term meaning a member of any class of the Institute of Materials,Minerals & Mining (IOM3).
"Corporate Members" shall comprise Honorary Fellows, Fellows, Members (Professional), Associates,Technicians and Companions.
“Officer” means a member of the Council holding the office of Director, President, Vice President, Past President, Secretary, and Treasurer.
Any member of the IOM3 can apply for membership of The Mining Institute of Scotland. A Member may subsequently transfer to membership of any other local society of IOM3. Members may participate in the governance and polls of Members of only The Mining Institute of Scotland but may attend the General Meetings of any local society.
No subscription shall be required from any Member of The Mining Institute of Scotland beyond that payable to the IOM3. The Directors may resolve to allow other persons or organisations to become associates of The Mining Institute of Scotland subject to the payment of an annual fee set by the Council.
The direction and management of the affairs of The Mining Institute of Scotland shall bevested in the Directors and the Council and be in accordance with the Regulations and with the resolutions of the Annual General Meeting or Special General Meetings of The Mining Institute of Scotland that have been summoned and held in accordance with the Regulations as properly recorded in the Minutes.
4.1 An Annual Genera lMeeting shall be held in each calendar year.
4.2 A Special General Meeting may be called whenever the Council may think fit and also on requisition to the Council signed by twenty or more Corporate Members of The Mining Institute of Scotland.
The business of a Special General Meeting shall be confined to that specified in the Notice convening it and such meetings shall take place within 28 days of the receipt of the requisition and at least 14 days notice of such meetings shall be given.
4.3 Technical Meetings of The Mining Instituteof Scotland shall be held at such intervals and at such times as the Council may decide, except where otherwise required in these Regulations.
4.4 The President of the Council shall take the Chair at every Meeting at which s/he is present. If at any such meeting s/he is not present at the time appointed for holding the meeting, a Vice President, if present, shall take the Chair, if being thus required no Vice-President is present then the Corporate Members present may appoint any elected member of the Council, being a Corporate Member, who is in attendance to take the Chair such that in the absence of any such elected member the Corporate Members present may appoint a Chair from within their number.
4.5 Each Member of The Mining Institute of Scotland may introduce visitors who are not members of the IOM3 to any Technical Meeting and their names shall be recorded on a form kept for that purpose. Such visitors maybe permitted to speak at the invitation of the Chair of the meeting.
5.1 The Council shall consist of Corporate Members, Associate Members and a Technician Member as defined below.
5.2 The Council shall consist of:
5.2.1 The Directors, ex-officio
5.2.2 The Secretary, ex-officio
5.2.3 The President, ex-officio.
5.2.4 The Treasurer, ex-officio.
5.2.5 Vice-President,up to two in number, ex-officio.
5.2.6 Past-Presidents of The Mining Institute of Scotland who are still Members of The Mining Institute of Scotland (other than those who are still members of the Council in any other capacity and those who are not willing to serve as Councillors), ex-officio,up to six in number.
5.2.7 The Chair of anyYounger Members' Section existing within The Mining Institute of Scotland, exofficio.
5.2.8 Not less than six and not more than nine Corporate Members nominated from among the Corporate Members within The Mining Institute of Scotland.
5.2.9 Such additional Members of The Mining Institute of Scotland, as the Council may decide, not exceeding six in number,co-opted until the next Annual General Meeting.
6.1 The Council shall nominate to the Annual General Meeting one of their number to be President for the ensuing year. Whenever a casual vacancy occurs the Council shall elect one of their number, being a Corporate Member, to serve for the remainder of the year. The Council may extend the tenure of the President up to a maximum of five consecutive years.
6.2 The Council may nominate to the Annual General Meeting up to two of their number to be Vice President for the ensuing year.
6.3 At the date of each Annual General Meeting places on the Council, equivalent to one third of the total of the places available under 5.2.8, and 5.2.11 shall be vacated for election at the Annual General Meeting. The order of retirement of the Councillors shall be settled by ballot in the Councilor by such other method as the Council may decide.
6.4 The Council shall issue to the Corporate Members of The Mining Institute of Scotland, at least two months prior to the date of the Annual General Meeting, a notice inviting nominations for election to the Council where vacancies exist.
6.5 The Council shall receive for inclusion in any Corporate Member ballot list the name of any Corporate Member submitted in writing and duly signed by not less than two Corporate Members; within The Mining Institute of Scotland. The written submissions must be received by the Secretary of The Mining Institute of Scotland by the date stipulated.
6.6 The Council shall prepare and issue, at least 1 month prior to the date of the Annual General Meeting, to Corporate Members in The Mining Institute of Scotland as appropriate, a ballot list of those individuals properly nominated to stand for election to the Council in the categories of Corporate Member, Associate Member and Technician Member respectively.
6.7 Ballot papers shall be returned to the Secretary by a specified date and time prior to the Annual General Meeting. The ballot papers shall be opened and counted by scrutineers appointed for the purpose by the Council, immediately prior to the Annual General Meeting. The result of the ballot shall bereported to the Annual General Meeting by the Secretary.
Notwithstanding the foregoing, no ballot shall be necessary where there are no vacancies in any category or where the number of nominations is less than or equal to the number of vacancies in any category.
6.8 Councillors and Officers shall assume office immediately after the Annual General Meeting at which they are elected.
6.9 The place of a member of the Council shall be vacated upon his/her ceasing to be a member of IOM3 or of The Mining Institute of Scotland. Such a vacancy maybe filled until the next Annual General Meeting by the Council.
6.10 Councillors can resign at any time during the year. Any Councillor who does not attend four consecutive meetings of the Council will be deemed to have resigned unless otherwise agreed by the Directors. Any Councillor who resigns or is deemed to have resigned may seek re-election at the next Annual General Meeting.
7.1 The President shall take the Chair at every meeting of the Council at which s/he is present. If at any such meeting they are not present at the time appointed for holding the meeting, the elected Members present shall elect one of their number, being a Corporate Member, to take the Chair.
7.2 The Council shall meet as often as the business of the IOM3 and The Mining Institute of Scotland may require and not less often than twice in each year, and at every meeting five, of whom three will be Directors and/or Corporate Members, shall constitute a quorum, except where the Directors resolve to allow a smaller quorum.
7.3 The decision of the Council on all matters dealt with by them in accordance with the provisions of the Regulations and such Resolutions as aforesaid shall be final and binding on all Members of The Mining Institute of Scotland following approved by the Directors.
7.4 Except as herein otherwise mentioned, all issues shall be decided in the Council by a simple majority of those members of the Council present. In the case of an equality of votes the President shall have a second or casting vote.
7.5 The Council may nominate for appointment from within its Members any Directors of the Company.
8.1 The Directors shall appoint one of their number to act as Treasurer, except when the Directors may at their discretion combine the duties of Treasurer with those of the Secretary.
8.2 The funds of The Mining Institute of Scotland shall be deposited in a manner approved by the Directors. Any bank accounts held by The Mining Institute of Scotland shall be held in the full name of The Mining Institute of Scotland.
8.3 The Treasurer shall make all payments on behalf of The Mining Institute of Scotland by cheques signed by any two of the following: the Directors and the Secretary.
8.4 No sum of money exceeding £1,500.00 or such other sum as the Directors may from time to time decide, payable on account of The Mining Institute of Scotland, shall be paid except either by order of the Council or against an estimate previously approved by the Council.
8.5 Any Accountant(s) appointed by the Directors shall have access at all reasonable times to the accounts and any other financial records of The Mining Institute of Scotland.
Under no pretence whatsoever shall the property and effects or the income or revenue of The Mining Institute of Scotland be applied in making any dividend, gift, division of bonus into or between any Members. No proposition in contravention thereof shall be entertained by the Council or by any meeting, General or Special, of the Members of The Mining Institute of Scotland. Provided that nothing in this Regulation contained shall prevent the payment of honorarium and expenses to an Officer, the making of awards to Members under Regulations laid down by the Council for these or other similar works by Members, or for meritorious work on behalf of The Mining Institute of Scotland.
10.1 Any notice or anycommunication maybe sent by the Council or by the Secretary to any Member either personally or by sending it, prepaid, to such person at their address as registered in the books of the IOM3.
10.2 Any notice or communication if served or sent by Post, shall be deemed to have been served or delivered 96 hours after the same is posted, and in proving such service or sending, it shall be sufficient to prove that the notice or communication was properly addressed and sent.
Proposals for additions to, or alteration or suspension of, any part of these regulations by any Member of The Mining Institute of Scotland shall be made to the Secretary for consideration by the Council. If the Council consider any such suggestion worthy of submission the Secretary shall forward it to the Directors for a decision.
Any alleged breach of a Regulation or part of a Regulation shall be a matter for consideration by the Directors of The Mining Institute of Scotland.
A Younger Members' Section may be formed, subject to the approval of the Council, and having such Regulations as may be prescribed by the Directors.
A Student Section may be formed, subject to the approval of the Council, and having such Regulations as maybe prescribed by the Directors.