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Royal Charter of 1971

ELIZABETH THE SECOND by the Grace of God of the United Kingdom of Great Britain and Northern Ireland and of Our other Realms and Territories Queen, Head of the Commonwealth, Defender of the Faith:

To all to whom these Presents shall come, Greeting!

WHEREAS His Majesty King Edward the Seventh in the year of our Lord One thousand nine hundred and two by Royal Charter dated the fourth day of November in the second year of His Reign (hereinafter referred to as "the original Charter") constituted a Body Corporate and Politic by the name of "The Chartered Institute of Secretaries of Joint Stock Companies and other Public Bodies" (hereinafter referred to as "the Institute") with perpetual succession and a Common Seal:

AND WHEREAS supplemental Charters (hereinafter referred to as "the Supplemental Charters") were granted to the Institute in the years One thousand nine hundred and thirty-six, One thousand nine hundred and forty-seven, One thousand nine hundred and fifty, One thousand nine hundred and fifty-three and One thousand nine hundred and sixty-four.

AND WHEREAS the Institute has presented an humble Petition unto Us praying that We would be graciously pleased to grant it a new Charter:

NOW THEREFORE KNOW YE that We having taken the said Petition into Our Royal Consideration by virtue of Our Prerogative Royal and moved thereto by Our desire to further the object of the Institute for Ourself, Our Heirs and Successors have granted and declared and are graciously pleased by these Presents to grant and declare as follows:

The provisions of the original Charter (except in so far as they incorporate the Institute and confer upon it perpetual succession and a Common Seal) and the Supplemental Charters are hereby revoked but nothing in this revocation shall affect the legality or validity of any act, deed or thing lawfully done or executed under the provisions of the original Charter or the Supplemental Charters.
The Institute shall henceforth be known by the name of "The Chartered Institute of Secretaries" and by the same name shall have perpetual succession and a Common Seal, with power to break, alter and make anew the said Seal from time to time at the will and pleasure of the Institute and by the same name shall and may sue and be sued in all Courts, and in all manner of actions and suits, and shall have power to do all other matters and things incidental or appertaining to a Body Corporate.
The Institute may acquire and hold any land, tenements or hereditaments whatsoever within Our United Kingdom of Great Britain and Northern Ireland and any other part of the Commonwealth or elsewhere and from time to time demise, alienate or otherwise dispose of the same or any Part thereof.
The object for which the Institute is established and incorporated is the promotion and advancement of the efficient administration of commerce, industry and public affairs by the continued development of the study and practice of secretaryship and administration of companies and other bodies, and for that purpose to do any or all of the following things:
1. to hold conferences and meetings and to provide for the reading of papers and the delivery of lectures;
2. to prepare and publish, or superintend the publication of, journals, books, pamphlets and papers, and to utilise any other means of communication;
3. to hold examinations, establish scholarships, organise lectures and grant prizes and by other means to promote and advance the study of matters relevant to the object of the Institute;
4. to promote the study of and research into law and the practice of secretaryship and administration;
5. to promote the efficiency and usefulness of the service and the standard of professional conduct provided by members of the Institute, and for that purpose to exercise professional supervision and disciplinary powers over them;
6. to establish and maintain libraries and collections of documents, papers and other effects;
7. to purchase, lease, rent, hold and dispose of any land and premises for use as halls, libraries, colleges, lecture rooms and offices, or for any other purpose of the Institute;
8. to make grants to universities or other educational establishments or for the promotion of the study of subjects relevant to the object of the Institute;
9. to establish or administer any charitable or benevolent fund, and contribute to any such fund, including in particular funds from which may be made provision for persons who are or have been members of the Institute or their dependants in necessitous circumstances;
10. to establish divisions, branches and other local organisations of members or students, in Our United Kingdom and any part of the Commonwealth or elsewhere and to delegate to such organisations such powers as the Institute may think fit;
11. to do all other things incidental or conducive to the attainment of the object of the Institute.
The Institute shall not carry on any trade or business or engage in any transactions with a view to the pecuniary gain or profit of the members thereof. No member shall have any personal claim on any property of the Institute or make any profit out of his membership except in the case of and as a salaried officer of the Institute.
The management of the Institute shall be vested in a Council (hereinafter referred to as "the Council") constituted as prescribed by the Bye-laws for the time being of the Institute (hereinafter referred to as "the Bye-laws") and all the powers of the Institute shall be vested in and exercisable by the Council except so far as the same are by this Our Charter or by the Bye-laws expressly required to be exercised by the Institute in General Meeting.
Of the members of the Council of the Institute, one shall be the President and two or more shall be Vice-Presidents of the Institute. The said President and Vice-Presidents shall be elected in such manner and shall hold office for such periods and on such terms as to re-election and otherwise as the Bye-laws shall direct.
The Institute shall have a Secretary with such functions, tenure and terms of office as the Bye-laws may prescribe and such other officers as the Council of the Institute may from time to time appoint.
Unless and until the Bye-laws shall otherwise provide, there shall be two classes of members of the Institute termed respectively Fellows and Associates.
No person shall be elected as a Fellow or an Associate unless in addition to complying with the requirements and conditions provided in this Our Charter and the Bye-laws he shall have passed such qualifying examinations as shall be prescribed by the Bye-laws: provided always that such examinations may be dispensed with in such exceptional cases on such conditions and in such manner as may be prescribed by the Bye-laws.
The qualifications, examination, election, privileges and obligations of Fellows and Associates and conditions governing membership, shall be such as the Bye-laws shall direct.
The Council shall have power respecting each person proposed for election as a Fellow, or an Associate, to decide conclusively whether he has or has not fulfilled the conditions applicable to his case.
A member shall be entitled to call himself a Chartered Secretary; a Fellow may use after his name the initials "F.C.I.S." and an Associate may use after his name the initials "A.C.I.S."
All members of the Institute shall, subject to any conditions imposed by the Bye-laws, be entitled to be present and vote at General Meetings and to take part in the discussion of business thereat.
The Council may elect any person of distinction or one who has rendered outstanding service to the Institute to be an Honorary Member of the Institute subject to that person's consent; Honorary Members shall have such privileges and obligations and be subject to such conditions as the Bye-laws may prescribe.
The Bye-laws of the Institute in force at the date of this Our Charter shall in so far as they do not conflict with the provisions of Our Charter remain in force as the Bye-laws of the Institute unless and until revoked, amended or added to in manner hereinafter provided.
The Council shall have power from time to time to make such Bye-laws as shall seem requisite and convenient for the management of the Institute and for the furtherance of the object of the Institute and from time to time to revoke, amend or add to any such Bye-law. Provided that no such Bye-law, revocation, amendment or addition shall take effect until the same has been approved by resolution passed by a majority of not less than two-thirds of the members present and voting at a General Meeting of the Institute, of which due notice in writing shall have been given of the nature of the business to be considered, and has been allowed by the Lords of Our Most Honourable Privy Council of which allowance a Certificate under the hand of the Clerk of Our said Privy Council shall be conclusive evidence.
The Institute may by resolution passed by a majority of not less than three-fourths of the members present and voting at a General Meeting of the Institute, of which due notice in writing shall have been given of the nature of the business to be considered, amend or add to this Our Charter and such amendments or additions shall when allowed by Us, Our Heirs or Successors in Council become effectual and this Our Charter shall thenceforth continue to operate as if it had originally been granted and made accordingly. This Article shall apply to this Our Charter as amended or added to in manner aforesaid.
The Institute may by resolution passed by a majority of not less than three-fourths of the members present and voting at a General Meeting of the Institute, of which due notice in writing shall have been given of the nature of the business to be considered, surrender this Our Charter and any Supplemental Charter subject to the sanction of Us, Our Heirs or Successors in Council and upon such terms as We or They may consider fit and to wind up or otherwise deal with the affairs of the Institute in such manner as shall be directed by such General Meeting or in default of such direction as the Council shall think expedient having due regard to the liabilities of the Institute for the time being and if on the winding up or dissolution of the Institute there shall remain after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Institute or any of them but shall (subject to any special trusts affecting the same) be given or transferred to some other institute or institutes having objects similar to the object of the Institute and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Institute under or by virtue of this Our Charter, such institute or institutes to be determined by the members of the Institute at or before the time of dissolution thereof and if and so far as effect cannot be given to the foregoing provisions then to some charitable object.
For the purposes of Articles 17, 18 and 19 of this Our Charter the period of due notice shall be at least twenty-one days.
And We do hereby for Us, Our Heirs and Successors grant and declare that these Our Letters or the enrolment or exemplification thereof shall be in all things good, firm, valid and effectual according to the true intent and meaning of the same and shall be taken, construed and adjudged in all Our Courts or elsewhere in the most favourable and beneficial sense and for the best advantage of the said Institute, any mis-recital, omission, defect, imperfection, matter or thing whatsoever notwithstanding.

IN WITNESS whereof We have caused these Our letters to be made Patent.

WITNESS Ourself at Westminster the twenty-second day of June in the fifteenth year of Our Reign.

BY WARRANT under the Queen's Sign Manual, COLDSTREAM.