IMCS Constitution

1        Name
2        Place of Business
3        Definitions
4        Objects
5        Members (Qualification)
6        Membership (Admission)
7        Obligation of Members
8        Cessation of Membership
9        Entrance Fees, Subscription & Other Dues
10      General Meeting
11      Proceeding of General Meeting
12      Votes of Voting Members
13      Governance and Management of the Institute
14      Powers and Duties of Council
15      Composition of Council of Management
16      Proceedings of the Council
17      Board of Governors
18      CMC Certification Board (CMC-CB)
19      Election of Office Bearers of the Institute
20      Accounts
21      Audit
22      Register
23      Certificates
24      Designations
25      Reinstatement of Membership
26      Conduct
27      Indemnity and Insurance
28      Amendments
29      Trustees
30      Notice
31      Interpretation
32      Dissolution
33      Prohibitions

Name

The name of the Institute shall be the ‘Institute of Management Consultants (Singapore)’. hereinafter referred to as the “Institute”.

Place of Business

The place of business of the Institute shall be at 60 Paya Lebar Road, #07-15, Paya Lebar Square, Singapore 409051 or such other address in Singapore as is decided by the Council and approved by the Registrar of Societies.

Definitions

3.1

In this Constitution unless the context otherwise requires:

“Act”	The Societies Act 1966; or any amendment thereto for the time being in force in Singapore’
“Annual General Meeting”	An annual general meeting of the members of the Institute to be held not later than the date prescribed by Rule 10;
“Board of Governors”	The Board appointed in pursuant to Rule 17 of the Constitution;
“Body of knowledge and Experience”	a synopsis of the key areas of knowledge and experience deemed necessary of a Management Consultant,
“Certified Management Consultant (CMC)”	An international professional certification for management consultants awarded by the Institute in affiliation with the International Council of Management Consulting Institutes (ICMCI).
“Bye-Laws”	The Bye-Laws adopted from time to time pursuant to Rule 14 of the Constitution;
“Code of Professional Conduct”	The code of professional conduct and ethics adopted from time to time pursuant to the Bye-Laws;
“Council”	the Council of Management of the Institute appointed under the Constitution;
“Financial Year”	The Financial Year of the Institute from 1st October of the calendar year to 30th September of the following calendar year;
“General Meeting”	A general meeting of the Members of the Institute;
“Immediate Past President”	The preceding President of the Institute who has served his full term of office;
“Office Bearers”	The President, Vice-President, Honorary Secretary and Honorary Treasurer and “office bearers” shall be construed accordingly;
“Management Consultant”	An independent and qualified person who provides a professional service to business, the public and other undertakings by: Investigating and identifying management issues, and developing recommendations and providing assistance to implement solutions to management issues through the application of objective judgment, systematic analysis and specialised knowledge and skills;
“Management Consulting / Management Consultancy”	Being in professional practice as a Management Consultant or (as the context requires) the reference to the profession and the practice thereof;
“Member”	A member of the Institute unless otherwise indicated, and “Members” and “Membership” shall be construed accordingly;
“Membership Committee”	The Membership Committee appointed under Rule 8 of the Constitution:
“CMC Certification Board (CMC-CB)”	The Board constituted to certify Certified Management Consultants;
‘Reciprocal Members’	Certified management consultants who obtained their certification from other Management Consulting Institutes which are active members of ICMCI;
“Register”	Register of Members maintained by the Honorary Secretary; and
“Rules”	The rules as set out in this Constitution as may be amended from time to time.
“Voting Member”	Paid-up Ordinary, Fellow, Certified or Fellow Certified or Founder Member who is a Singapore citizen or permanent resident.

3.2

As the context requires, words and expressions importing the singular number shall include the plural number and vice versa and words importing the masculine gender shall include the feminine gender.

3.3

Rule headings and marginal notes are for convenience only and shall be ignored in construing the Constitution

Objects

4.1

The objects of the Institute are:

To advance the practice of management consulting, locally and internationally, in the interests of and for the benefit of the management consulting profession in Singapore as well as to further Singapore’s position as a hub for management consulting services.
To promote the skills and knowledge of, and the adoption of the highest standards of conduct by, members of the Management Consulting profession.
To determine the qualifications of persons for admission to Membership with the Institute and the conferment of the right to use the title “Certified Management Consultant”, or such other titles as the Council may recommend for adoption, to identify Membership with the Institute, as well as to maintain high standards of practice and professional conduct by the Members.
To establish, manage and administer certifications for the management consulting profession or services.
To provide educational programs and continuing professional development programs for the benefit of both Members and non-Members of the Institute.
To serve as a leading resource and a centre of excellence and innovation for management consulting knowledge and practices in Singapore.
To form connections and foster relationships and collaborations among its members and stakeholders in all sectors which will benefit from the practice of management consulting.

Members (Qualification)

5.1

No person shall be admitted as a member of the Institute unless he is of good character and is a fit and proper person.

5.2

There shall be the following classes of membership:

Student Member
Associate Member
Ordinary Member
Fellow Member
Certified Member
Fellow Certified Management Consultant
Founder Member
Member-in-Retirement
Life Member
Honorary Fellow

5.3

Student Member

Any person who:

has enrolled and is currently pursuing an approved course (s) conducted by the Institute; or
has been admitted as a student and currently pursuing a qualification approved by the Institute.

5.4

Associate Member

Any person who:

is engaged in management consultancy activities for at least one (1) year; and
completed a Management Consultancy course conducted by the Institute or such other course(s) approved by the Council.

An Associate shall cease to be one after the person becomes an Ordinary Member.

5.5	Ordinary Member
	Any person who: is engaged in management consultancy activities for at least three years; and has completed a Management Consultancy course conducted by the Institute or such other course(s) as approved by the Council.
5.6	Fellow Member
	Any person: a) who is an Ordinary member for more than ten (10) years; or b) who is of good standing in the community whose expertise can contribute substantially to the achievement of the Institute’s objectives.
	Admission to this class of membership shall be by invitation of the Council (in its sole discretion).
5.7	Certified Member
	Any person who is certified to Certified Management Consultant (CMC) based on the following criteria: Be actively engaged in Management Consultancy for at least twelve hundred (1,200) management consulting hours per year for three (3) consecutive years; Provide written summaries of at least three (3) management consultancy projects from three (3) different client organisations who are not his/her employers or their subsidiaries, unless he/she is able to prove that he/she has independent and objective judgment in his/her management consultancy assignment(s); Provide at least three (3) positive client testimonials from the consultancy projects completed in last three (3) years; and Demonstrate his/her competence and experience in Management Consultancy, as set out in the Body of Knowledge and Experience.
5.8	Fellow Certified Member
	Any person who: has been a Certified Member of the Institute for at least ten (10) years; has been actively engaged in Management Consultancy for not less than ten (10) years immediately preceding the date of his recommendation; and is deemed by the Council to have served the profession of Management Consultancy with distinction.
	Admission to this class of membership shall be by invitation of the Council (in its sole discretion)

5.9	Founding Member
	Any person who as at the date of Registration of the Institute on 9 October 1992 was on the Register of Members.
5.10	Member-in-Retirement
	Any person who: has been a Certified Member or Fellow Member for at least three (3) years; immediately preceding the date of application; is at age 65 years and above; is not an employee of a management consultancy company or practicing as a Management Consultant at the time of application; and shall complete an application form whose application is approved by the Council.
	A person admitted to this class of membership will: be entitled to use the relevant designation as per Rule 24 be entitled to all other privileges as a Certified Member or Fellow Member except voting rights at any of the Institute’s general meeting.
	The Institute reserves the right to restore a Retired Life Member to a Certified Member or Fellow Member with all rights, privileges and obligations when the member returns to full or part-time employment or practice as a management consultant.
5.11	Life Member
	Any person who: has been a full member for at least fifteen (15) years of continuous membership; and contributed substantially to the achievement of the Institute’s objectives.
	Admission to this class of membership shall be by invitation of the Council (in its sole discretion).
	A person admitted to this class of membership will: be entitled to use the relevant designation as per under Rule No. 24 with inclusion of the word “(Life)” as the case may be; enjoy waiver of annual membership on a lifetime basis; and be entitled to all other privileges as a full member including voting rights at any of the Institute’s general meeting.
	No application is required for life membership. Eligible members shall be contacted by the Institute and automatically changed type to Life Member when they have met all of the above criteria.

5.12	Honorary Fellow
	Any person who is a distinguished and eminent individual whose membership shall in the opinion of the Council add prestige to or advance the interests of the Institute. Honorary Fellowship shall be conferred by the Council. This member class shall also be extended to existing Members. An Honorary Fellow will not be required to pay any entrance fee or annual subscription and will not have the right to vote or hold office as a member of the Council.
5.13	Reciprocal Recognition
	Notwithstanding the provision of Rule 5.7, the Council may admit as a Certified Member a person who i) is the equivalent of a Certified Member and in good standing with an Institute of Management Consultants that the Institute has reciprocal arrangements with; and ii) has academic and/or professional qualifications and work experience and qualifications that are at least equivalent to what is required for admission as a Certified Member. A Certified Member admitted based on the reciprocal arrangements shall have not have the right to vote or hold office as a member of the Council.
6	Membership (Admission)
6.1	Every application for membership of the Institute shall be submitted in the relevant form prescribed by the Council and in due compliance with the prevailing procedural requirements prescribed by the Council and addressed to the Honorary Secretary of the Council (or to such other person as the Council may designate) at the place of business of the Institute.
6.2	The Council may make such further inquiries as it deems appropriate and shall decide whether to admit the applicant as a member.
6.3	A person whose application has been refused may reapply after the lapse of time (if any) specified by the Council in its rejection notification.
6.4	The Council’s decision on an application shall be final and conclusive and binding on the applicant and the Council shall be under no obligation whatsoever to give any reasons for its decision.
6.5	Upon acceptance in principle of his application the applicant shall forthwith pay in full the entrance fee, annual subscription for his class of membership for the Financial Year then in progress and any special levy payable by his class of membership. Payment of such entrance fee and annual subscription and levy (if any) shall ipso facto constitute admission to the relevant class of membership.
6.6	The Council may in its discretion give an applicant a grace period to comply with Rule 6.5 but subject to that, an application shall be deemed to have been withdrawn if there is non-compliance with Rule 6.5.
6.7	A copy of the Constitution together with all Bye-Laws and regulations adopted thereunder shall be given to every member on admission.
7	Obligations of Members
7.1	All Fellows, Certified Members, Ordinary Members and Associates shall at all times duly comply with the Code of Professional Conduct.
7.2	All members shall at all times comply with the Act, the Constitution, all Bye-Laws and any regulations that may be made thereunder.
7.3	All members shall pay the appropriate annual subscriptions for their class of membership and any other levy/levies that may be imposed in accordance with the Constitution.
8	Cessation of Membership
8.1	A member may resign from membership by giving written notice to the Institute but shall remain liable for any unpaid subscription as at the date of such resignation and for all moneys due by the member to the Institute.
8.2	A member shall cease to be a member if: the member dies or becomes incapable of managing his affairs because of any mental or physical incapacity; or the member fails to pay his annual subscription or any such fees as may be prescribed by the Council before the expiration of three months after the fees become due in accordance with Rule unless the Council otherwise decides; or the member’s registration has been suspended or cancelled by order of the Disciplinary Committee or Council as a result of a disciplinary finding in accordance with the Bye-Laws (Disciplinary Proceedings); or at any time, the Member has a bankruptcy order made against him, his membership shall, unless he has submitted an application to the Council to be retained in membership as a suspended member until such time he is discharged from bankruptcy, be automatically removed on the expiry of (twenty one) 21 days from the date of notification on the bankruptcy order as published in the Government Gazette or on the expiry of such period as the Council may think fit.
8.3	A member shall cease to be a member if at any time the Council decides to terminate his membership in the manner and for any reason laid down in the Constitution. Such termination shall not necessarily prevent the member from again becoming eligible and applying for membership.
8.4	Unless the Council otherwise agrees, a Certified Member’s membership shall terminate if he ceases to practise as a Management Consultant. Such Certified Member may transfer his membership to that of an Ordinary Member, but shall not be entitled to any refund of monies already paid as a Certified Member.
8.5	Any such cessation shall be without prejudice to the right of the Institute in accordance with the Constitution and/or any Bye-Laws to claim from such person or his estate any arrears of subscriptions or other sums due from him to the Institute at the time of his ceasing to be a member.
8.6	The rights of any member as conferred upon him according to his class of membership by the Constitution shall be personal and shall not be transferable and shall cease upon his ceasing to be a member of the Institute.
9	Entrance Fees, Subscriptions and Other Dues
9.1	Every Member shall pay to the Institute, on admission and thereafter, annually or at such intervals as the Council may decide, such fees as may be prescribed by the Council, from time to time.
9.2	The annual subscription shall be due on the first day of each financial year (beginning 1st October).
9.3	A Member who is in arrears of subscription shall not be eligible to propose or second an application for membership, nominate or second a candidate for election, vote at general meetings of the Institute or enjoy any other rights of a member.
9.4	The Council may, in its discretion, reduce, suspend or waive the annual subscription payable by any member on such terms and for such period as it may think fit.
9.5	Any additional funds or monies required for special purposes other than the standard fees and dues may only be raised from members with the consent of a majority vote at the General Meeting.
10	General Meeting
10.1	The supreme authority of the Institute is vested in a General Meeting of its members.
10.2	The Institute shall hold a General Meeting in every Calendar year as its AGM at such time and place as may be determined by the Council and shall specify the meeting as such in the notices calling it. The first AGM shall be held within three (3) months of the end of the first Financial Year and thereafter every AGM shall be held within three (3) months of the end of each subsequent Financial Year.
10.3	At each AGM, the Voting Members thereat (as determined on that day) shall: receive from the Council and adopt a report of the activities of the Institute for the preceding year; receive from the Council and adopt an audited statement of accounts of the Institute for the preceding Financial Year; appoint trustees as and when necessary; appoint Auditors for the coming year; and decide on any special business that may be before the meeting.
10.4	At alternate AGMs, the Voting Members shall elect office-bearers for the incoming term of two years. The first election shall be for the term beginning 1 October 2007.
10.5	Any General Meeting, other than an AGM, shall be called an EGM
10.6	The President of the Council may at anytime convene an EGM and the Council shall convene an EGM whenever so required in writing by not less than twenty per cent (20%) of the, or thirty (30), Voting Members (as determined at the date of such notice) of the Institute, whichever is the lesser.
10.7	At least 21 days’ notice of every General Meeting (exclusive of the day on which the notice is sent but inclusive of the day for which the meeting is called) specifying the place, day and hour of the General Meeting and (in the case of special business) the general nature of the business to be transacted shall be given by such notice sent by post.
10.8	An EGM requested by Voting Members under Rule 11.03 shall be convened within two (2) months from receiving the request to convene the EGM. If the Council fails to convene an EGM within two (2) months, the Voting Members who requested the EGM may convene the EGM by giving then (10) days’ notice in manner set out in Rule 32, to Voting Members (as determined at the date of such notice), setting forth the business to be transacted.
10.9	Until otherwise determined by the Institute at a General Meeting all Fellows, Certified Members and Ordinary Members, whether or not entitled to vote, shall be entitled to receive notices of General Meetings and to attend thereat.
10.10	An electronic (email) circulation of call for a General Meeting sent by the Secretary and acknowledged by the recipient, shall be deemed as valid as one sent by post.
10.11	The accidental omission to give notice of a General Meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate the proceedings at that General Meeting.
11	Proceedings at General Meetings
11.1	At any General Meeting, at least twenty per cent (20%) of the voting membership or thirty (30) Voting Members, whichever is lesser shall constitute a quorum. Presence counted for quorum and voting can be physical or virtual (where identity of Member is verifiable) or by proxy.
11.2	A Voting Member wishing to raise at an AGM any special business shall give notice thereof in writing to the Honorary Secretary not less than fourteen (14) days before the date of such AGM and, if so given, notice thereof shall be given by the Honorary Secretary to Voting Members. Save as aforesaid no special business shall be transacted at such AGM.
11.3	No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided the lesser of twenty per cent (20%) of the, or thirty (30), Voting Members (as determined on the relevant date) personally present and present by proxy shall be a quorum.
11.4	If within half an hour from the time appointed for the holding of a General Meeting, a quorum is not present:
	the meeting, if convened on the requisition of Voting Members, shall be dissolved; if the meeting is an AGM, the Voting Members present (as determined on that day) shall be deemed to be a quorum but they shall have no power to amend any of the existing Rules; and in any other case it shall stand adjourned to the same day in the next week, at the same time and place or at such other place as the Council may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the Voting Members present (as determined on that day) shall be deemed to be a quorum but they shall have no power to amend any of the existing Rule provided always that if the meeting is adjourned for a month or more in lieu of to the same day in the next week as aforesaid, and notice of the adjourned date, time and place of the adjourned meeting is given to Voting Members (as determined at the date of the adjournment) the Rules may be amended.
11.5	The President of the Institute shall preside as Chairman at every General Meeting but if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same or shall be unwilling to preside, or is out of Singapore, the Vice-President shall preside unless the Vice President is unable to do so for one of the same reasons in which event the Voting Members present shall choose a member of the Council or, if no such member be present or if all the members of the Council present decline to take the chair, they shall choose a Voting Member of the Institute who shall be present to preside.
11.6	The Chairman may, with the consent of any General Meeting at which a quorum is present (and shall if so directed by such General Meeting), adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than business which might have been transacted at the General Meeting from which the adjournment took place. Whenever a General Meeting is adjourned for thirty days or more notice of the adjourned General Meeting shall be given in the same manner as of an original General Meeting. Save as aforesaid, members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned General Meeting.
11.7	At any General Meeting a resolution put to the vote of the General Meeting shall be decided on a show of hands unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least seventy-five per cent (75%) of the Voting Members present in person and unless a poll be so demanded, a declaration by the Chairman of the General Meeting that a resolution has been carried by a particular majority and an entry to that effect in the minute book of the Institute shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.
11.8	If a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner as the Chairman of the General Meeting shall direct, and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded.
11.9	No poll shall be demanded on the election of a Chairman of a General Meeting, or on any question of adjournment.
11.10	In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the General Meeting shall be entitled to a second or casting vote.
11.11	The demand of a poll shall not prevent the continuance of a General Meeting for the transaction of any business other than the question on which a poll has been demanded.

12	Votes of Voting Members
12.1	Subject as hereinafter provided, every Voting member present at a General Meeting shall have one vote, provided always that only Fellow and Certified members shall vote on any amendments to the constitution which affect the Certified Membership, including but not limited to, qualification for Certified membership, the CMC certification, the number of Certified members in the Council of Management and the dissolution of the Institute.
12.2	Save as herein expressly provided, no member other than a Voting Member (as determined on the date of voting) shall be entitled to vote on any question either personally or by proxy or as a proxy for another Voting Member at any General Meeting.
12.3	Votes may be given on a poll either personally or by proxy. On a show of hands a Voting Member present by proxy shall have no vote. A proxy must be a Voting Member.
12.4	The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing.
12.5	The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the Institute’s Place of Business not less than one (1) working day before the time for holding the General Meeting or adjourned General Meeting at which the person named in the instrument proposes to vote and if not so deposited, the proxy shall be invalid.
12.6	A vote given by proxy shall be valid notwithstanding the previous determination of the authority of the person voting unless notice of the determination was received by the Institute at its Registered Address or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given.
12.7	Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit: INSTITUTE OF MANAGEMENT CONSULTANTS I, ____________________(name), being a member of the Institute of Management Consultants, hereby appoint ____________________ (name) of ____________________ (address), or failing him/her, ____________________ (name) of ____________________ (address), to vote for me on my behalf at the [Annual or Extraordinary, as the case may be] General Meeting of the Institute, to be held on ____________________ (date), and at any adjournment thereof. As witness my hand this _____ day of ______, 20__
13	Governance and Management of the Institute
13.1	The day-to-day activities of the Institute will be entrusted to a Council of Management.

14	Power and Duties of Council
14.1	The business and affairs of the Institute shall be managed by the Council who may exercise all such powers of the Institute as are not, by the Societies Act or by these Rules, required to be exercised by the Institute only in General Meeting.
14.2	No Rule or Bye-Laws made by the institute in General Meeting shall invalidate any prior act of the Council which would have been valid if that Rule or Bye-Laws had not been made.
14.3	Without limiting the generality of Rule 14.1 the Council shall have the following powers:
	to prescribe the conditions for applicants for admission as Members and for changes in the classification of Members, either generally or in any particular case; to exercise professional supervision over the members of the Institute and to frame, establish and administer rules for observance in all matters of professional conduct and practices as Management Consultants with a view to extending the benefits to Members, to communicate from time to time with other similar bodies and with members of the profession in other places for the purpose of obtaining and communicating information on all matters likely to prove beneficial or interesting to Members and to negotiate and arrange with such bodies for the reciprocal recognition of the Members of the Institute; to appoint committees (which may include persons who are not Members) to assist or advise the Council in the exercise of its powers and delegate to such committees such authority or power as it may from time to time determine; in its discretion to appoint such officers, employees and agents for permanent, temporary or special services as it may from time to time think fit and to determine their duties, salaries and terms of service; to purchase or otherwise acquire, take on lease or hire, exchange, improve, sell, mortgage, pledge, let, dispose of or otherwise deal in property of any description whatsoever; to employ any part of the funds of the Institute in the provision and maintenance of a suitable collection of books, reports, statistics, accounts, papers, maps, plans, instruments, models, and other things of interest to the Management Consultancy profession; to employ any part of the funds of the Institute in the payment of lecturers, tutors, authors, examiners, and the foundation or grant of scholarships, exhibitions, prizes, and medals in connection with any of the subjects of the examinations held by the Institute or otherwise; to borrow or raise money for the purposes of the Institute on such terms and on such security as may be thought fit. to appoint and authorise such persons as it thinks fit to sign cheques and other banking documents on behalf of the Institute. to undertake and execute any trusts which may lawfully be undertaken by the Institute and may be conducive to its objects. to invest and deal with the moneys of the Institute not immediately required for its purposes in or upon such investments or securities and in such manner as may from time to time be determined.; to make gifts or contributions for national, public, educational or charitable purposes; to exercise all such powers, privileges and discretions as are not by this Constitution expressly and exclusively required to be exercised by the Members of the Institute in General Meeting.
14.4	The Council shall make such Bye-Laws and regulations as it deems fit, for the implementation of these rules or administration of the Institute, including Bye-Laws regulating the professional conduct and discipline of Members of the Institute.
14.5	Any Bye-laws or Regulations made shall not be inconsistent with the Constitution and if there is any inconsistency the rules of bye-laws, to the extent of such inconsistency and not otherwise, shall have no effect.
15	Composition of Council of Management
15.1	The office bearers of the Council (who shall be known as “Council Members”) shall be: a. A President b. A Vice-President c. An Honorary Secretary d. An Honorary Treasurer and Not less than four (4) and not more than eight (8) ordinary Council Members.
15.2	The immediate past president maybe co-opted into the Council subject to his acceptance and agreement of the Incoming Council.
15.3	The President shall chair all General and Council meetings.
15.4	The Vice-President shall assist the President and deputise for him in his absence.
15.5	The Honorary Secretary shall keep all records, except financial, of the Institute and shall be responsible for their correctness. He shall keep minutes of all General and Council meetings, and maintain an up-to-date Register of Members at all times.
15.6	The Honorary Treasurer shall keep an account of all monetary transactions and shall be responsible for their correctness; and be authorised to spend an amount to be determined by the Council for petty cash expenses on behalf of the Institute.
15.7	The Council shall have the power at any time, and from time to time, to appoint a Voting Member who is an Ordinary Member, Certified Member or Fellow to the Council, either to fill a vacancy or as an addition to the existing ordinary Council Members but so that the total number of Council Members, including the Immediate Past President, shall not at any time exceed thirteen (13), of which a majority shall be Certified Members. Any person so appointed shall have the same powers as an elected Council Member and shall hold office till the election but may stand for office or may be re-appointed again.
15.8	The Council may act notwithstanding any vacancies in its numbers but if at any time the number of Council Members is reduced below six (6), the Council shall act only for the purpose of filling up vacancies among the Council Members or convening a General Meeting of the Institute. If there is a vacancy in the post of President, Vice-President, Hon. Secretary or Hon.Treasurer, the Council Members shall be obliged to elect from their own number and fill the vacancy / vacancies and failing that convene a General Meeting.
16.9	Every Council Member, shall retire at the alternating AGM when elections will be held but shall be eligible for re-election to the same office or another office, except the President who shall not serve in the same position for more than three consecutive two-year terms, and the Honorary Treasurer who shall not serve in the same position for more than two consecutive two-year terms. A retiring Council Member shall act as Council Member throughout the General Meeting at which he retires.
15.10	A Council Member shall vacate office and cease to be such a member: if he becomes incapable by reason of mental disorder of exercising his functions as such a member; if he becomes a bankrupt or suspends payment to, or compounds with, his creditors; if by notice in writing to the Council he resigns from office; if he fails to attend three consecutive meetings of the Council, unless the failure to attend is due to physical disability or to absence from Singapore at the time of the meetings or for any other reason considered acceptable by the Council. Any member disqualified from serving on the Council under this Rule shall only become eligible to serve again if elected at the next AGM; if he is prohibited from serving on the Council under the provisions of the Act of any regulations made thereunder; if he is removed from office by the affirmative votes of not less than seventy-five per cent (75%) of the number of persons who are for the time being on the Council; or if the Institute in General Meeting resolves that he shall vacate his office.
16	Proceedings of the Council
16.1	The Council may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
16.2	The Council shall meet at least six (6) times in every Financial Year
16.3	The Hon. Secretary will send out a Notice of a Council Meeting, together with an agenda and any proposed resolutions as well as the minutes of the previous meeting, at least fourteen (14) days in advance.
16.4	Subject to these Rules, questions arising at any meeting of the Council shall be decided by a majority of votes and a determination by a majority of the Council Members shall for all purposes be deemed a determination of the Council. In case of an equality in votes, the Chairman of the meeting shall have a second or casting vote.
16.5	A Council Member who will be absent from such meeting may give his proxy beforehand to any Council Member who will attend the meeting. A message in writing appointing his proxy, whether sent by post or by email, to the Honorary Secretary before the meeting, shall be deemed as a valid instruction. In case of any Council resolution, the proxy’s representative will cast another vote according to instructions of the absent Council member.
16.6	A Council Member shall not vote in respect of any contract or proposed contract with the Institute in which he is interested, or any matter arising therefrom, and if he does so vote his vote shall not be counted.
16.7	The quorum necessary for the transaction of business of the Council shall be at least fifty per cent (50%) of the Council Members or such greater number as may be fixed by the incumbent Council.
16.8	The continuing Council Members may act notwithstanding any vacancy in the Council, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Council, the continuing Council Member or Members may act for the purpose of increasing the number or Council Members to that number or of summoning a General Meeting of the Institute, but for no other purpose.
16.9	The President shall preside at every meeting of the Council and in his absence or if at any meeting he is not present within ten minutes (or such further time as is agreed upon by the members present), the Vice-President shall be chairman at the meeting. If, within half an hour after the time appointed for any meeting of the Council, neither the President nor the Vice-President is present, the Council Members present shall elect one of their number (being a Council Member entitled to vote) to be Chairman of the meeting.
16.10	All acts done by any meeting of the Council or of any sub-committee appointed by the Council or by any person acting as a Council Member shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Council Member or person acting as aforesaid, or that the Council Members or any or them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Council Member or sub-committee member.
16.11	A resolution in writing signed by all the Council Members for the time being entitled to receive notice of a meeting of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Council Member(s).
16.12	An electronic (email) resolution sent and approved by the required minimum number of Council Members shall be deemed as valid in the same manner as at a physical meeting of Council Members. Evidence of the email resolution having been sent by the Secretary and received by the Council members and approvals obtained from them shall be deemed as validating the resolution.
16.13	The President may, and at the request of at least fifty per cent (50%) of the Council Members, the Honorary Secretary shall, at any time summon a meeting of the Council by giving not less than seven (7) days’ notice to the Council Members. The notice shall as far as practicable contain a brief outline of the business to be transacted at such meeting. The Council Members may by unanimous consent waive and/or shorten the period of notice for any meeting or for the term the Council is in office.
16.14	The Council shall cause proper minutes to be made of the proceedings of all General Meetings of the Institute and of meetings of the Council and all business transacted at such meetings, and any such minutes of any meeting, if signed by the Chairman of that meeting, or by the Chairman of the next succeeding meeting, shall (save for manifest error) be sufficient evidence without any further proof of the facts therein stated.

17	Board of Governors
17.1	The Council shall appoint a Board of Governors to: advise on the strategic directions and governance of the Institute; and help to oversee the integrity and professionalism of the Institute
17.2	The Board shall be strictly advisory in nature and have no voting rights in the Council. It shall have no powers to interfere with the routine operation or the daily running of the Institute or veto the decision of the Council.
17.3	The Board members shall consist of not more than six (6) members who shall bebe drawn from: The Institute’s past Presidents and Members of good standing who have rendered long and distinguished services and made contributions to the Institute and all of whom shall not be a Council Member at the same time; Suitable, competent and distinguished individuals of good community and professional standing who, in the opinion of the Council, can help the Institute achieve its objectives and long-term vision.
17.4	The Institute’s current President shall serve as a member of the Board.
17.5	The term of Chairman, Vice-Chairman and members of the Board of Governor shall be two (2) years, which term shall be renewable.
17.6	The Board shall meet at least once a year but may be held at any time when deems necessary or upon request from the Council.
17.7	The Chairman shall preside at all meetings of the Board of Governors. The Vice-Chairman shall deputise for the Chairman in the latter’s absence.
18.	CMC Certification Board (CMC-CB)
18.1	A CMC-CB shall be established by the Institute for the purpose of certifying CMCs. CMC-CB shall set its policies and guidelines which shall include: Criteria for certification and re-certification of CMCs Approve CMC applicants that fulfill all requirements; Review the CMC Certification Scheme as and when necessary; and Ensure quality assurance of certification system
18.2	The Chairman of the CMC-CB shall be appointed by the Council. The other members of the CMC-CB shall be invited by the Chairman, in consultation with the Council. The CMC-CB shall have up to thirteen (13) members. The members of the CMC-CB shall be independent members of good standing and shall include the Chairman of Membership Committee of the IMC Council
18.3	The term of the Chairman and members of the CMC-CB shall be for two (2) years, which shall be renewable.
18.4	The CMC-CB shall report regularly to the Council on the general performance of the CMC certification scheme; and the Board and the Council shall consult regularly on matters which may affect the Scheme.
19	Election of Office Bearers of the Institute
19.1	Any two Voting Members (as determined on the date of nomination) shall be at liberty to nominate an eligible Voting Member to serve on the Council.
19.2	Nominees shall be Ordinary Members, Certified Members or Fellows who are Singapore citizens or Singapore Permanent Residents and having active membership status with the Institute for at least two (2) years prior to the nomination date.
19.3	The President, Vice-President, Honorary Treasurer, Honorary Secretary and ordinary Council Members shall be elected at the AGM (or in exceptional circumstances at an EGM) for a two-year term of office in the manner hereinafter provided.
19.4	The nomination, which must be in writing and signed by the candidate, his proposer and seconder, shall be lodged at the Institute’s Registered Address ten (10) days before the AGM at which the election is to take place. Nominations shall be available for inspection at the Institute’s Registered Address five (5) days before the AGM.
19.5	If there are insufficient nominations to fill all the vacancies, those nominated shall be deemed to be elected at the AGM and there shall be an election for the remaining vacancies from eligible candidates proposed and seconded by Voting Members (as at the date of the AGM) from the floor.
19.6	The presiding Chairman shall allow such time as he deems appropriate for nominations to be made under Rule 19.1 and thereafter the voting for election under the said Rule 19.5 shall be by a show of hands.
19.7	If the number of candidates nominated exceeds the vacancies, voting shall be by secret ballot. Balloting lists with the names of the candidates shall be distributed to the Voting Members at the AGM.
19.8	Under Rules 19.6 and 19.7: each Voting Member shall be entitled to vote for as many candidates as there are vacancies to be filled and no more, and the candidates who, up to the number of vacancies, receive the most votes shall be declared elected. If there is a tie between two or more candidates, a draw shall be held by the Scrutineer(s) to determine the incumbent from them.
19.9	The Scrutineer(s) for the election shall be appointed by the Council. The Scrutineer(s) shall open the envelopes received by the Honorary Secretary by the date indicated and shall count the votes and report the result to the presiding Chairman and to the AGM. The Scrutineer(s) shall reject any voting paper on which a member has voted for a number more than that prescribed on the voting paper.

20	Accounts
20.1	The Council shall cause true accounts to be kept of the receipts and expenditure of the Institute and the matters in respect of which such receipts and expenditure take place and of the assets, credits and liabilities and the sales and purchase of goods of the Institute. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the Institute’s affairs and to explain its transactions.
20.2	At the AGM of the Institute in every year, the Council shall lay before the AGM an income and expenditure account and balance sheet for the period since the last preceding account, together with reports prepared by the Council and by the Auditor or Auditors. Copies of the accounts, balance sheet and reports shall be sent to all persons entitled to receive notices of General Meetings twenty-one (21) days before the AGM.
20.3	The use of electronic documents and evidence of their sending out by the Hon. Secretary and acknowledgement by the recipients shall be deemed as valid as if the Account, Balance Sheet and Reports were sent by post.
21	Audit
21.1	At least once in every Financial Year, the accounts of the Institute shall be audited by either two Voting Members (who are not Council Members) or a firm of Public Accountants duly appointed as Auditors at each AGM.
22	Register
22.1	A Register (being of all the members of the Institute) shall be kept by the Council.
22.2	The Register shall set out the grade of each member and shall contain such further particulars as may from time to time be prescribed by the Council.
22.3	Every member shall furnish the Council with all the information necessary or required to enable the Council to complete a Register in accordance with these Rules.
22.4	No name shall be entered in the Register save on the authority of the Council nor shall any name be removed from the Register nor the grade of membership shown therein be changed save on the like authority.
23	Certificates
23.1	The Council shall issue, from a date fixed by it, a Certificate to each Certified Member and each Fellow. The Council shall in Bye-laws stipulate the terms and conditions of issuance thereof.

Designations

24.1

Members of the Institute shall use the following abbreviations corresponding to the respective class of membership as listed:

Class of Membership	Abbreviation
Associate Member	AIMC
Ordinary Member	MIMC
Fellow Member	FIMC
Certified Member	CMC
Fellow Certified Member	FCMC
Founder Member	[Designation] (Founder)
Member-in-Retirement	[Designation] (Retired)
Life Member	[Designation] (Life)
Honorary Fellow	Hon. FIMC

Reinstatement of Membership

A person whose name has been removed from the Register may apply at any time to the Council for reinstatement and such a person may be reinstated conditionally or unconditionally (and upon giving such information and explanation as the Council may deem appropriate). The Council shall not be bound to reinstate him and shall not be obliged to give any reason whatsoever for its refusal.

Conduct

26.1

The Founding Members shall adopt Bye-laws for regulating the professional practice, etiquette, conduct and discipline of the Institute’s members which Bye-laws may thereafter only be amended by the Institute in General Meeting. Such Bye-laws shall be referred to as the Code of Professional Conduct.

26.2

Upon due cause being shown to the Council against any member (except Student members who shall be dealt with under Bye-laws adopted pursuant to Rule 26.5) such member shall be liable to be:

censured; or
suspended from holding out that he is a member of the Institute for such period (but not exceeding two years) that the Council decides; or
expelled from membership by the Council.

26.3

Such due cause may be shown by proof that a member:

has been convicted of a criminal offence, implying a defect of character which makes him unfit for his profession of Management Consultancy;
has been guilty of fraudulent or grossly improper conduct in the discharge of his professional duty;
has been guilty of such a breach of the Code of Professional Conduct as in the opinion of the Council amounts to improper conduct or practice as a Management Consultant;
has contravened or failed to comply with any of the provisions of the Act or the Constitution or Bye-laws if in the opinion of the Council such failure or contravention warrants disciplinary action;
carries on by himself or any person in his employment any trade, business or calling that detracts from the profession of Management Consultancy or is in any way incompatible with it;
has been barred, struck off, suspended or censured after due process by the professional institution that he belongs to; and
makes a false or misleading declaration in connection with his membership or otherwise howsoever.

The Institute shall adopt Bye-laws to govern the conduct of disciplinary proceedings against members which Bye-laws may thereafter only be amended by the Institute in General Meeting. Such Bye-laws shall be referred to as the Bye-law (Disciplinary Proceedings) and the Council shall not be entitled to exercise its powers against any member until disciplinary proceedings have been conducted against such member under the said Bye-laws.

26.4

The Council’s decision against a member under this Rule shall be final and conclusive and binding on such member.

26.5

The Council shall adopt Bye-laws from time to time to, inter alia, regulate the etiquette, conduct and discipline of Students.

Indemnity and Insurance

Every Member of the Council of Management and Board of Governors of the Institute, and every member of each sub-committee and every officer and employee of the Institute shall be indemnified by the Institute against all cost, expenses and losses for which he may become liable by reason of any act or thing done by him in the proper discharge of his office or duty and the Institute may purchase and maintain such liability insurance for the benefit of Council Members, sub-committee members and officers and employees of the Institute as the Council may from time to time decide.

Amendments

28.1

Amendments to the Constitution and Bye-laws may only be made at a General Meeting.

28.2

A draft(s) of the proposed amendments shall be sent to the Honorary Secretary together with (if the amendments are to be proposed by Voting Members other than Council Members) the names of the proposer and seconder; the Honorary Secretary shall circulate same with thenotice convening the General Meeting.

28.3

No amendments to the Constitution shall take effect until such amendments have been approved by the Registrar of Societies.

Appointment of Trustees

29.1

All immovable properties acquired by the Institute and intangible assets shall be vested on trust in three trustees or a trust corporation carrying on business in Singapore who shall be appointed at a General Meeting. Such trustees so appointed shall deal with the said property in the manner and under the direction of the Council, and shall serve for a period of five (5) years but shall be eligible for re-appointment.

29.2

If a trustee dies or become a lunatic or of unsound mind or moves permanently or is absent from the Republic of Singapore for a period of one year or in the case of a trust corporation ceases for any reason whatsoever to carry on business in Singapore, he or it shall be deemed to have resigned his/its trusteeship.

29.3

Any trustee may be removed from office by a resolution passed at a General Meeting and such vacancy shall be filled at the same General Meeting or another General Meeting.

29.4

The addresses of immovable properties, the names of trustees and any subsequent change shall be notified to the Registrar of Societies..

Notice

30.1

Every member shall from time to time notify the Honorary Secretary of an address within Singapore, which shall be his registered address and unless he has so notified his last known address in Singapore to the Institute shall be deemed to be his registered address.

30.2

A notice may be given by the Institute to any member either personally, by sending it by post to his registered address or by electronic mail to the email address of such Member. Where a notice is sent by post, it shall be deemed to have been served two business days after the date of posting of such notice and where a notice is sent by electronic mail, it shall be deemed to be given on the date and time such email was sent.

30.3

A member shall provide to the Secretary an email address which shall be his registered email address and unless he has so notified the Institute of any change of email address, the first email address shall be deemed to be his registered email address.

30.4

All documents created electronically and communicated by the Institute by email shall be deemed to be as valid as any mail sent by post. Evidence of sending to and acknowledgement by the recipient will be sufficient proof.

Interpretation

31.1

If any doubt shall arise as to the proper construction or meaning of any provisions of the Constitution or any Bye-laws or regulations or of any expression used herein or therein the decision of the Council thereon, provided at least seventy five per cent (75%) of the Council Members are in agreement on any such interpretation, shall be final and conclusive (provided such decision is reduced to writing and recorded in the Minutes Book of the proceedings of the Council) and shall be binding on future Councils as well.

31.2

Wherever a number is expressed as a percentage of another number in the Constitution or Bye-laws, any resulting fraction of a number on any such determination shall be rounded off upwards to the next whole number.

Dissolution

32.1

The Institute shall not be dissolved except with the consent of (a) not less than three-fourths of its total voting membership and (b) three-fourths of its Fellow and Certified Members, either in person or proxy, at a General Meeting convened for the purpose.

32.2

Notice of any proposal to dissolve the Institute shall be given to all Founding Members, Ordinary Members, Certified Members and Fellows not less than one calendar month before the date fixed for the meeting.

32.3

Notwithstanding Rule 31.1, the lesser of twenty percent (20%) of the, or thirty (30) Fellow and Certified Members (as determined on the relevant date) personally present shall be a quorum for the meeting convened to dissolve the Institute

32.4

If upon dissolution of the Institute there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to and distributed among the members of the Institute but shall be donated to an approved charity or charities in Singapore or transferred to some other institution or institutions having objects similar to the objects of the Institute, such institution or institutions to be determined by the Voting Members present in person at the aforesaid General Meeting and such determination to be made before the dissolution of the Institute and by a simple majority on a show of hands..

32.5

A Certificate of Dissolution shall be given to the Registrar of Societies within seven (7) days.

Prohibitions

33.1

The funds of the Institute shall not be used to pay the fines of members who have been convicted in Court.

33.2

The Institute shall not attempt to engage in any Trade Union activity as defined in the relevant legislation applicable to Trade Unions for the time being in force in the Republic of Singapore.

33.3

The Institute shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services which adversely affects consumer interest.

33.4

The Institute shall not hold any lottery, whether confined to its members or not, in the name of the Institute or its office-bearers, Council or members, unless with the prior written approval of the relevant authorities.

33.5

The Institute shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

35.6

The Institute shall not raise funds from the public for whatever purposes without the prior written approval for the relevant authorities.

Last Updated: May 2022

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