Approving Amendments of Bye-laws of Australasian Institute of Mining and Metallurgy MICHAEL HARDIE BOYS, Governor-General ORDER IN COUNCIL At Wellington this 1st day of March 1999 Present: The Right Hon. Jenny Shipley Presiding in Council Whereas by Letters Patent of Her Majesty The Queen, dated 16 September 1955, the Australasian Institute of Mining and Metallurgy (hereinafter called the institute) was, by charter passed under the Great Seal, established, created, and incorporated into a body corporate and politic: And whereas by clause 15 of the said charter it is provided that the majority of the corporate members present in person or by proxy and voting at a general meeting of the institute specially called for the purpose of which due notice has been given shall have power from time to time to make such bye-laws as shall seem requisite and convenient for the regulation, government, and advantage of the institute its members and property and for the furtherance of its objects and purposes, and from time to time to revoke, alter, or amend any bye-law or bye-laws previously made but so that the same be not repugnant to the charter or to the laws and Statutes of Australia and New Zealand or any State or territory thereof: And whereas it is further provided by clause 15 of the said charter that no such bye-law, revocation, alteration, or amendment shall take effect until approved by the Governors- General in Council of Australia and New Zealand: And whereas certain bye-laws were made in accordance with the provisions of the said charter on 30 November 1956 and were approved, as required by the charter, on 25 September 1957: And whereas the said bye-laws subsequently have been amended from time to time in accordance with the provisions of the charter and the amendments approved, as required by the charter: And whereas the further amendments set out in the Schedule of this order were made to the said bye-laws by postal vote and were ratified at an extraordinary general meeting of corporate members held on 18 June 1998: Now therefore, His Excellency the Governor-General of New Zealand, acting by and with the advice and consent of the Executive Council, approves the said further amendments of the bye-laws of the institute as set out under each respective heading in the Schedule of this order. SCHEDULE Bye-law 4 (a) ``Members may be organised by the council into preferred interest divisions which shall be groups of members whose primary interest is one of similar professional discipline or activity within the institute in order to carry out more effectively all or any of the objects of the institute. Regional sub-divisions of preferred interest divisions may be created as required. Members may register their preferred interest in a division as shall be defined by council from time to time. (a) Appropriate societies active in the minerals and extractive industries may be formed within or become affiliated with the institute as council may determine. Societies' members may be admitted in the normal way to appropriate grades of membership of the institute. The chairman of a society's governing committee may be appointed by council to represent the society at council meetings either as a councillor or an observer. Council may terminate the affiliation of a society if it decides that such affiliation is no longer appropriate.'' Bye-law 4 (b) (b) Recognition of current professional competence may be given to members through the institute granting chartered practising status (CPS) to them in their particular areas of competence. The standards required and the methods of administration shall be set by council through appropriate committee/s appointed by council. An appropriate register of such competent persons will be established and regularly brought up-to-date by the institute.'' Bye-law 5 ``The council shall have the power to appoint a local correspondent, in places where there is no branch, whose functions shall be to keep the council informed on local conditions affecting the institute and to investigate and advise the council on any matter of local importance.'' Bye-law 6 ``The institute shall consist of honorary fellows, fellows, members and company members who shall be corporate members; and associates, graduates, students and visiting members.'' Bye-law 8 ``Honorary fellows, fellows or members, having occasion to designate themselves as belonging to the institute, shall state the grade to which they belong according to the following abbreviated terms respectively: HonFAusIMM, FAusIMM, MausIMM.'' Bye-law 9 ``Honorary fellows The council may elect as honorary fellows any persons of distinction in the minerals and extractive industries, the public service, science or the arts. Persons who are elected to the grade of honorary fellow shall have the same rights as if they were fellows.'' Bye-law 10 ``Fellow All candidates for election or transfer to this grade shall either (a) be qualified for election as members; and (b) have been engaged in practising their profession in the minerals and extractive industries or in government, educational, research, professional or commercial organisations concerned with those industries for at least 10 years, during which period they shall have occupied a position of major responsibility for at least 5 years; or (c) have held a position of major responsibility in the minerals and extractive industries, government, educational, research, professional, or commercial organisations concerned with those industries for a minimum of 15 years during which time they have achieved distinction by some definite personal contribution to the science and practice of these industries either through personal participation in technical activities or through administrative direction and leadership of qualified technical personnel, and be not less than 45 years of age.'' Bye-law 11 ``Member All candidates for election or transfer to this grade shall (a) satisfy the council that they shall: either have a tertiary degree or equivalent approved by the council; or produce evidence satisfactory to the council that such degree or other qualification they may possess is equivalent to a degree approved by the council; and (b) have been engaged in the minerals and extractive industries or in government, educational, research, professional or commercial organisations concerned with those industries in a capacity related to their area of tertiary study for a period of not less than 3 years subsequent to the award of the degree or to the acquiring of such qualification as may be accepted by the council as equivalent, provided that they have in the specified 3 years attained a position of professional responsibility . . . . ., or (c) have achieved professional status and a position of professional responsibility through a combination of formal post secondary education and experiential learning, over a period of at least 10 years whilst engaged in the minerals and extractive industries, or in government, education, research, professional or commercial organisations directly concerned with those industries.'' Bye-law 12 ``Company member'' The council may elect as a company member any approved company or organisation whose activities have a substantial connection with the minerals and extractive industries.'' Bye-law 13 ``Associate All candidates for election or transfer to this grade shall (a) have been engaged in the minerals and extractive industries or in government, educational, research, professional or commercial organisations concerned with those industries . . . . . (b) hold such qualifications as may be approved by the council, or produce evidence satisfactory to the council that such qualifications they may possess are equivalent to those approved by the council, or have such experience as may be approved by the council but which shall be not less than 2 years.'' Bye-law 15 ``Graduate All candidates for election or transfer to this grade shall have attained the required educational standard for admission to corporate membership as approved by the council but lacks the period of experience and/or responsibility required to qualify for member, and further shall not continue as a graduate on becoming eligible for member except at the discretion of the council.'' Bye-law 16 ``Student All candidates for election to this grade shall either be students of a tertiary course of study approved by the council or shall satisfy the council that they are receiving such education and/or practical experience as will ultimately qualify them for either graduate or associate. Persons shall not continue as students if they cease to follow such education and/or practical experience nor 1 year after being eligible as graduates or members nor upon being eligible as associates, nor in any case after a period of 6 years after election except at the discretion of the council.'' Bye-law 17 ``Visiting member The council may elect as a visiting member any person of distinction in the minerals and extractive industries, the public service, science or the arts, or any person being a member of a kindred Institute recognised by the council, who is visiting the Commonwealth of Australia or New Zealand. The period of membership shall be at the discretion of the council.'' Bye-law 18 ``Every proposal for admission as fellow, member, associate, graduate or student or for transfer from one grade to another, shall be in accordance with the prescribed form on which, over the signature of the candidate, the name, age, usual residence and qualifications shall be distinctly stated. Every proposal shall contain an undertaking by the candidate, if elected or transferred, to conform to the charter, the Bye-laws, the code of ethics and other codes of the institute and the rules made by council now in force or as they may be from time to time be altered or enlarged.'' Bye-law 19 ``Every proposal for admission as fellow, member, company member, associate or graduate, or for transfer from one grade to another shall be signed by not less than 3 corporate members each of whom must certify to personal knowledge of the candidate, and to a full conviction of the candidate's qualifications, experience and character. In special circumstances where the candidate cannot obtain 3 signatures of corporate members possessing personal knowledge, the council may admit the candidate on production of satisfactory evidence as to qualifications, experience and character. In the case of a proposal for admission or transfer as fellow, the 3 corporate members must be fellows or honorary fellows.'' Bye-law 23 ``All elections and transfers other than for student shall take place by ballot of members of the council, and if the majority of the council voting be in favour of the candidate, the candidate shall be declared elected and shall be so notified by letter by the secretary. The manner of election of a student shall be determined by the council, and without prejudice to the foregoing such election may be delegated to a committee of council.'' Bye-law 24 ``All persons or organisations shall become members of the institute in the grade to which they are elected upon receipt of ballots as defined in Bye-law 23.'' Bye-law 27 ``Members of any grade in the institute may resign their membership by a written communication to the secretary, and their resignation shall be accepted by the council when all dues and other indebtedness have been paid as provided by the Bye-Laws.'' Bye-law 28 (1) ``In this Bye-law, `Ethics complaint' means a complaint that a member of the institute has breached any obligation in the Bye-laws, the code of ethics or any other code of the institute, or any rule published by the council prevailing at the relevant time or any alleged unprofessional conduct by a member. `Ethics Committee' means a committee of not less than 5 members of the council appointed by the council from time to time to hear and determine ethics complaints. Three members shall constitute a quorum for a meeting of the ethics committee.'' Bye-law 28 (4) ``At the conclusion of the hearing of an ethics complaint, the ethics committee may find that the complaint has not been established, or may find that the complaint has been established, in which case the ethics committee may decide to take no further action, or it may warn or reprimand the member concerned or suspend the membership of the member concerned for a period not exceeding 12 months, or resolve that the member be expelled from the institute or impose a fine.'' Bye-law 28 (16) ``The ethics committee or the council may make an order that a member against whom an ethics complaint has been established, shall pay all or any portion of the legal and other costs and expenses incurred by the institute relating to dealing with the complaint or any subsequent appeal. A certificate as to the legal costs, provided by the solicitors for the institute, shall be good evidence of the amount of legal costs properly incurred in respect of any such complaint and subsequent appeal.'' Bye-law 30 ``Every member of the institute shall observe and be bound by the terms of the Bye-laws, the code of ethics or any other code of the institute and any rule published by the council prevailing at the relevant time.'' Bye-law 33 ``Any member whose subscription is 3 months in arrears shall not be entitled to receive notice of any meeting, attend, participate or vote at any meeting or business of the institute nor shall they be entitled to receive publications until such subscription is paid nor sign any reports implying membership of the institute. Such member shall be reported by the secretary to the council, who may direct application to be made for immediate payment, and in the event of the subscription continuing in arrears for 3 months after the date of the said application, the council shall have power to remove the name of the defaulter from the register. The member may be restored to membership on payment of all arrears.'' Bye-law 37 ``The council will determine the number of councillors, between fifteen (15) and thirty (30), representative of regions, preferred interest divisions and societies, formed within the institute, together with the president, and the immediate past president if not elected members of council. In addition four corporate members will be appointed by council who shall be known as councillors representing Australasia and who council may see as making a special contribution to the running of the institute.'' Bye-law 37 (A) ``Council (and all other institute committees) may conduct its meetings, either wholly or partly, by using the modern means of communication, including video link and telephone conference hook- up, or the like, in ``real time'', with votes being able to be cast in this manner.'' Bye-law 38 ``President. The president of the institute for the ensuing year shall be elected annually by the council. The president shall hold office for 1 year and may be re-elected for the succeeding year, but shall then not be eligible for re-election as president until after an interval of 1 year. A president elected under Bye-law 45 to fill a vacancy during a presidential term shall be eligible for re-election for both the succeeding year and the next.'' Bye-law 40 ``Election and retirement of councillors (a) Subject to Bye-law 47 councillors shall be elected for a term of 2 years. Retiring councillors shall be eligible for re-election provided they do not serve beyond 4 successive terms, after which they may offer themselves again for election after a break of 1 term.'' Bye-law 41 (A) Omit the Bye-law. Bye-law 45 ``If through any cause the office of President becomes vacant, the council shall elect a successor from among the vice-presidents for the unexpired portion of the term.'' Bye-law 48 ``Any member of the council who is unable to attend a meeting of the council as defined in Bye-law 56, may nominate a corporate member to act as a substitute, but the secretary must be notified in writing before the meeting.'' Bye-law 49 ``Should a councillor be unable to attend to duty and fail to resign, or to obtain leave, the council after due warning may appoint a substitute until the next election of the council, due consideration being given to the scheme of representation set out in Bye-law 37.'' Bye-law 52 ``There shall be an honorary treasurer, elected annually by the council at its first meeting. If not a councillor, the honorary treasurer shall if required attend the meetings of the council and may take part in the deliberations but may not vote. Subject to any expressed provision in the charter and Bye-laws, the honorary treasurer shall perform such duties as the council may determine. The appointment of a councillor to the position of honorary treasurer shall not be deemed to create a vacancy in the council.'' Bye-law 53 ``An auditor, who shall be a public accountant resident in the locality of the headquarters of the institute, shall be appointed at the annual meeting. The auditor shall have access, at all reasonable times, to the accounts of the financial transactions of the institute and shall verify and sign the annual statement of accounts before it is submitted by the council to the annual meeting. The auditor's remuneration shall be approved by the annual meeting.'' Bye-law 58 The council may appoint standing committees who shall retain office for a period of 1 year or until their successors shall be appointed. It may at any time appoint such other committees as may be considered advisable. Council may nominate the quorum for each such standing committee, and if it does not, a simple majority of members appointed to a standing committee shall constitute a quorum of that committee. Bye-law 59 ``The council may appoint a finance and audit committee as a sub-committee of the executive committee. It shall consist of the chairman of the executive committee, the honorary treasurer, the chief executive officer and 1 councillor. The finance and audit committee shall submit its recommendations for approval at the next meeting of the executive committee unless already charged by the executive committee to take that decision. Three members of the finance and audit committee shall constitute a quorum.'' Bye-law 61 ``The affairs of every branch, preferred interest division and societies formed within the institute shall be administered under the direction of the council and in conformity with the charter and Bye-laws, and the committees to be appointed under Bye-laws 63 and 64 shall exercise such powers as the council may delegate. The affairs of each affiliated society shall be administered within each society consistent with the basis on which the society was affiliated.'' Bye-law 81 ``(iii) . . . . . A corporate member, desiring to vote shall record the vote on the voting paper and return it in a sealed envelope to the secretary. At the adjourned extraordinary general meeting the sealed envelopes containing the voting papers received by the secretary shall be handed to scrutineers appointed by the meeting, who shall examine them and report the result of their scrutiny to the meeting . . . . .'' Bye-law 82 ``The president shall take the chair at all meetings of the institute when present. In the absence of the president a vice-president shall preside; but, in the case of the absence of the president and vice-presidents the meeting may elect any member of the council or in the absence of such any corporate member present to take the chair.'' Bye-law 95 To be omitted. Bye-law 99 ``These Bye-laws or any other Bye-law for the time being in force may, subject to the provisions of the charter, be added to, revoked, altered or amended. Written notice of any proposed additions or amendments shall be sent to the council which may call an extraordinary general meeting as provided in Bye-law 81.'' Bye-law 104 ``Every councillor, auditor, chief executive officer, secretary, treasurer and other officer from the time being of the institute shall be indemnified out of the assets of the institute against any liability incurred by any of them arising out of the conduct of their office in defending any proceedings, whether civil or criminal, in which judgment is given in their favour or in which they are acquitted or in connection with any application in relation thereto in which relief is granted by the Court.'' Bye-laws 10, 11, 14, 24, 28, 31, 37, 40 (b), 47, 59, 72 and 75 That the words ``adopted 1992'' or ``adopted 1994'' be deleted after the Bye-laws. MARIE SHROFF, Clerk of the Executive Council.