UGANDA INSTITUTION OF PROFESSIONAL ENGINEERS by tdl18804

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									                         THE REPUBLIC OF UGANDA



                         UGANDA INSTITUTION



                                        OF



                     PROFESSIONAL ENGINEERS




                             CONSTITUTION
                              2004 Revised Edition




                          Management Support Unit Building
                           Ministry of Works Training Centre
                                       Kyambogo
                                     P.O. Box 1308
                                        KAMPALA
                                Tel:     +256-41-287292
                                Fax:     +256-41-287291
                           Email: uipe@infocom.co.ug. Or
                             uipe@ugandaengineers.org
                         Website: www.ugandaengineers.org.




Revised and Registered by:
Barugahare & Company Advocates
Advocates & Legal Consultants.
Level 3, Kisozi House, Kisozi Close, Off Kyaggwe Road.
P. O. Box 27673,
Kampala-Uganda.
Tel:     +256-41-233366
Fax:     +256-41-233377
Email: baruga@utlonline.co.ug
1
                     UGANDA INSTITUTION OF PROFESSIONAL ENGINEERS
                                         CONSTITUTION
                                     (2004 Revised Edition)

CONTENTS                                                                      Page
ARTICLE 1 – OBJECTS AND PURPOSES                                                1
ARTICLE 2 – DEFINITIONS AND INTERPRETATION                                      1
2.1    Definitions                                                              1
2.2    Use of Singular, Plural and Gender Terms                                 2
2.3    Statutory Enactments                                                     2
2.4    Headings                                                                 2
2.5    Applicable Laws                                                          2
ARTICLE 3 - ORGANISATION                                                        2
3.1.   Headquarters of the Institution                                          2
3.2.   Council may Establish Branches                                           3
3.3.   Dissolution of Branches                                                  3
3.4.   Functions of Branches                                                    3
3.5.   Branches to be constituted in accordance with Rules Made by Council.     3
3.6.   Members of Branches                                                      3
3.7.   Council Secretariat                                                      3
3.8.   Establishment of Specialist Divisions                                    3
ARTICLE 4 – MEMBERSHIP                                                          4
4.1.   Membership of the Institution                                            4
4.2.   Classes of Membership                                                    4
4.3.   Corporate and Non-Corporate Members                                      4
4.4.   Register of Members                                                      4
4.5.   Rights of Members not Transferable                                       4
4.6.   Membership Rights Limited to Membership Class                            5
4.7.   Exclusion of Certain Honorary Members                                    5
4.8.   Members to Sign form A in the Schedule                                   5
4.9.   Visiting Membership                                                      5
ARTICLE 5 - QUALIFICATIONS FOR MEMBERSHIP                                       5
5.1.   Honorary Members                                                         5
5.2.   Fellows                                                                  6
5.3.   Employment in Teaching and Research                                      6
5.4.   Members                                                                  6
5.5.   Employment in Teaching and Research                                      7
5.6.   Technologist Members                                                     7
5.7.   Technician Members                                                       7
5.8.   Graduate Members                                                         7
5.9.   Students                                                                 8
ARTICLE 6 - ELECTION AND TRANSFER OF MEMBERS                                    8
                                               i
6.1.    Election and Transfer of Members by Council                                   8
6.2.    Proposal of Candidates for Election or Transfer                               8
6.3.    Exemptions in respect of Signatures                                           9
6.4.    Proposal for Election or Transfer                                             9
6.5     Admission of Candidates on Payment of Prescribed Entrance Fee and Subscription 9
6.6.    Entitlement of Membership Privileges                                          9
ARTICLE 7 - ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS                                   10
7.1.    Entrance Fee Payable on Election or Transfer                                 10
7.2.    Annual Subscription                                                          10
7.3.    Subscription due on Election and thereafter on the 1st of January            10
7.4.    Surcharges for Late Payments                                                 10
7.5.    Subscription for part of the year                                            10
7.6.    Payment of Fees and Subscriptions                                            10
7.7.    Arrears                                                                      11
7.8.    Erasure from Register                                                        11
7.9.    Remission of Entrance Fee or Subscription                                    11
ARTICLE 8 - RESIGNATION, RE-ADMISSION, AND EXPULSION                                 11
8.1.    Resignation                                                                  11
8.2.    Re-admission                                                                 11
8.3.    Expulsion                                                                    12
ARTICLE 9 - PROFESSIONAL CONDUCT                                                     12
9.1.    Conduct of Members                                                           12
9.2.    Conduct of Corporate Members                                                 12
9.3     Penalty for Breach of Conduct                                                12
ARTICLE 10 - THE COUNCIL AND OFFICE BEARERS                                          13
10.1.   Officers                                                                     13
10.2.   Election of the President and Vice Presidents                                13
10.3.   The Honorary Treasurer                                                       13
10.4.   The Honorary Secretary                                                       13
10.5.   Members of Council                                                           14
10.6.   Election of Members of Council                                               14
10.7.   Nominations by Council                                                       14
10.8.   Election Procedure                                                           14
10.9.   Nominations by Members                                                       16
10.10. Ballot for Election to Council                                                16
10.11. Deletion of Names to Reduce Names on Ballot Papers                            16
10.12. Appointment of Scrutineers                                                    16
10.13. Incoming Council to Assume Office Immediately after Annual General Meeting    17
10.14. Vacation of Office                                                            17
10.15. Vacancies may be filled by Council                                            17


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ARTICLE 11- PROCEEDINGS, POWERS AND DUTIES OF THE COUNCIL                             17
11.1.    Council to Direct the Affairs of the Institution                             17
11.2.    Council Meetings                                                             18
11.3.    Notice of Meetings                                                           18
11.4.    Voting at Meetings of Council                                                18
11.5.    Chairman of Council Meetings                                                 18
11.6.    Adjournment of Council Meetings                                              19
11.7.    Council may Appoint Committees                                               19
11.8.    Council may Appoint Representatives                                          19
11.9.    Patrons of the Institution                                                   19
11.10. Power to Regulate Meetings                                                     19
11.11. Minutes                                                                        20
11.12. Appointment of Assistant Secretary and other Staff                             20
11.13. Duties of Honorary Secretary                                                   20
11.14. Duties of Honorary Treasurer                                                   20
ARTICLE 12 – MEETINGS                                                                 21
12.1.    Venue of Meetings                                                            21
12.2.    Meetings                                                                     21
12.3.    Ordinary Meetings                                                            21
12.4.    Annual General Meeting                                                       21
12.5.    Special General Meeting                                                      22
12.6.    Special General Meeting to amend the Constitution or Rules                   22
12.7.    Members may introduce Visitors                                               22
12.8.    Other Meetings                                                               23
12.9.    Notice of Annual and Special General Meetings                                23
12.10.   Accidental Omission to Give Notices                                          23
ARTICLE 13 - PROCEEDINGS AT MEETINGS                                                  23
13. 1.   Quorum                                                                       23
13.2.    Chairperson of Meetings                                                      24
13.3.    Ordinary Meetings to be conducted as prescribed by Council                   24
13.4.    Questions relating to the Management not to be discussed at Ordinary Meetings 24
13.5.    Voting at Annual or Special General Meetings                                 24
13.6.    Voting at Meetings                                                           24
13.7.    Chairperson to have Casting vote                                             24
13.8.    Appointment of Proxies                                                       24
13.9.    Proxies Entitled to Vote                                                     25
13.10.   Postal Voting                                                                25
13.11.   Counting of Postal Votes                                                     25
13.12.   Motions in a Postal Vote                                                     26
ARTICLE 14 - FINANCIAL PROVISIONS                                                     26
14.1.    Monies and Effects                                                           26
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14.2.    Accounts                                                         26
14.3.    Financial Year and Presentation of Accounts                      26
14.4.    Appointment of Auditors                                          26
14.5.    Allocation of Funds for Branches                                 26
14.6.    Refund of Expenses of Council Members and Representatives        27
14.7.    Council to have Powers to raise Funds                            27
ARTICLE 15 – RULES                                                        27
15.1.    Alteration of Rules                                              27
15.2.    Two Thirds Majority Requirement                                  27
15.3.    Rules                                                            27
15.4.    Council to Approve Rules presented by a Branch                   27
15.5.    Council’s Interpretation of the Constitution and Rules Binding   28
ARTICLE 16 - MISCELLANEOUS                                                28
16.1.    Publication of Proceedings of Meetings                           28
16.2.    Publications of the Institution                                  28
16.3.    Notices                                                          28
16.4.    Indemnity                                                        28
16.5.    Incorporation of Kindred Organisations                           29
ARTICLE 17 - BRANCHES OF THE INSTITUTION                                  29
17. 1.   Written Request                                                  29
17.2.    Boundaries of Proposed Branches                                  29
17.3.    Branch Rules                                                     29
17.4.    Council Powers                                                   29
17.5.    Branch Executive Committee Composition                           30
17.6.    Other Office Bearers                                             30
17.7.    Branch Chairpersons                                              30
17.8.    Approval of Branch Office Bearers                                30
17.9.    Vice Chairperson                                                 30
17.10. Branch Sub-Committees                                              30
17.11. Annual Branch Report                                               30
17.12. Annual Branch Statement of Accounts                                30
17.13. Branch Financial Commitments                                       31
17.14. Institutional Dues                                                 31
17.15. Audit of Books of Accounts                                         31
17.16. Branch Representatives on Council                                  31
17.17. Branch Annual Meeting                                              31
17.18. Co-ordination between Branches and Institution Secretariat         31
ARTICLE 18 – PROMULGATION                                                 31




                                                 iv
THE CONSTITUTION OF THE UGANDA INSTITUTION OF PROFESSIONAL ENGINEERS

1.    OBJECTS AND PURPOSES

      The objects and purposes of the Uganda Institution of Professional Engineers
      (hereinafter called “the Institution”) as hereby constituted are to promote the
      general advancement of the science and practice of engineering and its
      applications, and to facilitate the exchange of information and ideas on
      those subjects amongst the members of the Institution and for that purpose: -

1.1   To hold meetings of the Institution for reading and discussing communications
      bearing upon engineering or the application thereof, or upon subjects
      relating thereto.

1.2   To co-operate with Universities, other educational institutions and public
      educational authorities for the furtherance of education and training in
      engineering science and practice.

1.3   To initiate research programmes and to co-operate with Government,
      private research Institutions and private individuals in promoting research into
      engineering science and technology.

1.4   To print, publish, sell, lend or distribute the proceedings or reports of the
      Institution or any papers, communications, works or treaties on engineering or
      its application or subjects connected therewith.

1.5   To do all other things, which the Council of the Institution may think proper,
      including advising Government, Public Bodies and other organisations or
      individuals on matters concerning engineering.

1.6   To do all other things incidental or conducive to the attainment of the above
      objects or any of them.



2.    DEFINITIONS AND INTERPRETATION

2.1   Definitions

      In this Constitution, the following terms have the following meanings unless the
      context requires otherwise: -

      “Branch” means a division of the Institution established under the provisions of
      Article 3.2


                                          1
      “Branch Committee” means a Committee elected under the provisions of
      Article 17.5

      “Council” means the Council of the Institution.

      “Institution” means the Uganda Institution of Professional Engineers.

      “Non-Resident” means a person residing outside Uganda.

      “Registered Address” means the address of a member for the reception of
      communications as given on the proposal for his election or transfer or
      subsequently varied by Notice in writing to the Hon. Secretary.

      “Year” when occurring in Article 10 of this Constitution means the period of 12
      months from any Annual General Meting to the next succeeding Annual
      General Meeting

2.2   Use of Singular, Plural and Gender Terms

      The singular shall mean and include the plural and vice versa and gender
      shall mean and include all genders.

2.3   Statutory Enactments

      References to any statutory enactment shall mean and be construed as
      references to such enactment as amended and modified from time to time.

2.4   Headings

      Headings contained in the Constitution shall not be taken into account in the
      construction hereof.

2.5   Applicable Laws

      This Constitution shall be construed and take effect in accordance with the
      laws of Uganda and the rights, liabilities and obligations of the Council and
      members shall be governed by the laws of Uganda and any proceedings to
      enforce such rights, liabilities or obligations shall be taken in the courts of
      Uganda.



3.    ORGANISATION

3.1   Headquarters of the Institution

      The headquarters of the Institution shall until otherwise determined be
      located at Kampala.


                                          2
3.2   Council may Establish Branches

      In order to further the aims and objectives of the Institution, the Council may
      set up Branches of the Institution in Uganda for the holding of meetings, for
      the reading of papers and for discussion on subjects, or for other activities
      falling within the purview of the Institution.

3.3   Dissolution of Branches

      Council may dissolve any such Branch at any time.

3.4   Functions of Branches

      The functions of a Branch shall be determined by the Council and the Rules
      governing the conduct and management of affairs of the Branch shall be
      approved by the Council under the provisions of Articles 15.3 and 17.3.

3.5   Branches to be constituted in accordance with Rules Made by Council

      Each Branch shall be constituted and its affairs shall be carried out in
      accordance with Rules laid down from time to time by the Council under the
      provisions of Articles 15.3 and 17.3.

3.6   Membership of Branches

      Every Member has a right to be a Member of a Branch of his choice except
      that no person shall be allowed to be a Member of more than one Branch at
      any one time.

3.7   Council Secretariat

      (a) Council may establish a Secretariat to carry out such functions as are
         necessary     to    allow   the   Council     to   discharge   its   administrative
         responsibilities.

      (b) The Secretariat staff shall be appointed and serve under terms set by
         Council.

3.8   Establishment of Specialist Divisions

      (a) In order to further the aims and objects of the Institution, the Council may
         establish Specialist Divisions of the Institution.

      (b) Each such Specialist Division shall be constituted and its affairs shall be
         conducted in accordance with Rules made from time to time by the
         Council under Article 15.3.



                                              3
      (c) Membership of the Specialist Divisions shall be open to all members of the
         Institution who declare that they are interested in the activities of the
         Division.



4.    MEMBERSHIP

4.1   Membership of the Institution

      Membership of the Institution shall be open to all persons from time to time
      elected or transferred to any class of membership in accordance with the
      Rules made by Council.

4.2   Classes of Membership

      The Institution shall consist of the following classes of membership:

      (a) Fellows;

      (b) Members;

      (c) Honorary Members;

      (d) Technologist Members;

      (e) Technician Members;

      (f) Graduate Members; and

      (g) Student Members.

4.3   Corporate and Non-Corporate Members

      Fellows, and Members shall be known as Corporate Members, and all other
      categories shall be known as Non-Corporate Members.

4.4   Register of Members

      The names and addresses of every Member of the Institution shall be entered
      in the Register maintained by the Secretariat of the Institution in the
      appropriate class of membership and such other particulars as Council may
      from time to time prescribe.

4.5   Rights of Members not Transferable

      The rights and privileges of each Member of any class shall be personal to the
      Member and shall not be transferable or transmissible by the Member’s own
      act or by operation of law.


                                           4
4.6   Membership Rights Limited to Membership Class

      Members of the Institution shall enjoy those rights and privileges accorded to
      them under their class of membership in accordance with this Constitution.

4.7   Exclusion of Certain Honorary Members

      In this Constitution whenever the term “Member” is used without qualification,
      it shall, except where otherwise expressly mentioned be taken to exclude
      such Honorary Members as are not Corporate Members, Technologist,
      Technicians, Graduates and Students.

4.8   Members to Sign Form A in the Schedule

      The Institution may admit any person who may be qualified and elected as
      Fellow, Member, Honorary Member, Graduate Member, Technologist
      Member, Technician Member or Student Member, and such person shall sign
      Form A specified in the schedule to this Constitution or such form to the like
      effect as may from time to time be authorised by the Council.

4.9   Visiting Membership

      (a) The Council may admit as a visiting member any person who is a
         bonafide visitor to Uganda. If that person is a Corporate Member of any
         engineering institution, institute or society recognised by the Council.

      (b) The visitor shall not take part in the government of the Institution and the
         period of his visiting membership shall not be extended beyond a
         maximum of six months in respect of any visit to Uganda.



5.    QUALIFICATIONS FOR MEMBERSHIP

5.1   Honorary Members

      (a) An Honorary Member shall be a person who has rendered conspicuous
         service to the Institution or the profession of engineering or is eminent in
         engineering or in public service and shall be elected by the Council.

      (b) The election of an Honorary Member shall be announced at the Annual
         General Meeting of the Institution.

      (c) The number of Honorary Members shall not at any time exceed ten, and
         not more than two Honorary Members shall be elected in any one year.



                                          5
5.2   Fellows

      Every candidate for election as Fellow or for transfer from Member to Fellow
      shall satisfy the Council that: -

      (a) the candidate has been a member of the Institution for a period of at
         least three years provided that in the case of a candidate who has
         possessed for three years the qualifications for election to membership,
         the Council may waive the stipulation as to the candidate having been a
         Member, and in addition has held a position of such responsibility for at
         least five years in the science or practice of engineering as in the opinion
         of the Council justifies the candidate’s election or transfer; or

      (b) the candidate has such knowledge of and is engaged in the science or
         practice of engineering and has acquired such eminence in his or her
         profession that his or her admission as a Fellow would contribute to the
         interests of the Institution.

5.3   Employment in Teaching and Research

      For the purposes of this Article -

      (a) employment as a Senior Member of the Academic Staff in an Engineering
         College or Institute which has regular courses of study leading to an
         educational qualification recognised by the Council; or

      (b) employment in a responsible position on important engineering research,
         may be accepted by the Council in place of employment in the design,
         practice or execution of important engineering works.

5.4   Members

      Every candidate for election or transfer to the class of Member shall satisfy
      the Council, that he or she:

      (a) has passed or been exempted from the Corporate membership
         examinations of an engineering institution, institute or society approved for
         the purpose by the Council;

      (b) has obtained a degree or diploma from a University or school of
         engineering approved by the Council;

      (c) has had at least two years adequate practical training as an engineer
         and additionally has had at least two years suitable         experience in a
         position involving responsibility as an engineer, provided that the Council

                                           6
         may , accept any additional period in a position of responsibility as an
         engineer in excess of two years in substitution for two years practical
         training; and

      (d) has attended and passed a professional interview as prescribed by the
         Council.

5.5   Employment in Teaching and Research

      For the purposes of this Article –

      (a) employment as a teacher or lecturer of engineering or in a like capacity
         in an engineering college or institution which has regular courses of study
         leading to an educational qualification recognised by the Council; or

      (b) employment in engineering research, may be accepted by the Council
         in place of employment in the design, practice and execution or
         operation of engineering works.

5.6   Technologist Members

      Every candidate for admission or transfer to the class of Technologist Member
      shall satisfy the Council that he:

      (a) is a holder of a Higher Diploma in Engineering; and

      (b) has at least 3 years of working experience in a position related to
         engineering.

5.7   Technician Members

      Every candidate for admission or transfer to the class of Technician Member
      shall satisfy the Council that he:

      (a) is a holder of an Ordinary Diploma in Engineering; and

      (b) has at least 3 years of working experience in a position related to
         engineering.

5.8   Graduate Members

      Every candidate for election or transfer to the class of Graduate Member
      shall satisfy the Council that he:

      (a) is at least 18 years of age;

      (b) holds one of the educational qualifications prescribed under Article 15.3
         of this Constitution; and


                                           7
       (c) No person shall remain a Graduate Member 10 years after graduation.

5.9    Student Members

       (a) Every candidate for election to the class of Student Member shall satisfy
          the Council that he or she is a full time student registered at an
          engineering college or institute approved by the Council.

       (b) No person shall remain a Student Member after 31st December in the year
          in which he or she has attained 35 years of age, except as otherwise
          determined by Council.



6.     ELECTION AND TRANSFER OF MEMBERS

6.1    Elections and Transfer of Members by Council

       The election of a candidate for membership in any class and the transfer of a
       member from one class to another shall be by the Council.

6.2.   Proposal of Candidates for Election or Transfer

       (a) A candidate for election or transfer shall be proposed and supported
          from personal knowledge and in writing on a form approved by the
          Council.

       (b) Any person desirous of being elected as a Fellow, Member, Graduate
          Member, Technologist Member or Technician Member shall be proposed
          by two Members and supported by two Corporate Members other than
          the proposing Members.

       (c) Any person desirous of being elected as a Student shall be proposed by
          two Corporate Members who shall, each sign a declaration that he has
          personal knowledge of the means by which the candidate proposes to
          satisfy the requirements for admission to the class of Student. In addition,
          the said person shall obtain and submit to the Council a letter of
          recommendation signed by the Dean or Head of Department of the
          engineering college or institute in which he is a Student.

       (c) For the purpose of this Article a Council Member shall not nominate
          candidates for election or transfer.




                                           8
6.3   Exemptions in respect of Signatures

      (a) The Council may in exceptional circumstances waive the requirements of
         Article 6.2 as regards the required signatures of Corporate Members if a
         candidate is prevented from obtaining specified number of sponsors for
         his application either by reason of his place of residence or any other
         valid reason beyond his control.

      (b) Where Article 6.3(a) applies, the candidate shall assist the Council by
         submitting the names of suitable persons, preferably engineers, who can
         vouch for his character, qualifications and with whom the Council can
         communicate.

6.4   Proposal for Election or Transfer

      (a) The proposal form shall be forwarded to the Honorary Secretary of the
         Institution.

      (b) On receipt of the proposal form, the Council shall determine whether the
         candidate satisfies the qualifications laid down in this Constitution.

6.5   Admission of Candidates on Payment of Prescribed Entrance Fee and
      Subscription

      (a) A candidate elected or transferred shall be admitted a Fellow, Member,
         Graduate Member, Technologist Member & Technician Member or
         Student Member as the case may be, on payment of such entrance fee
         or instalment of the fees annual subscription or transfer fee as the Council
         prescribes.

      (b) Where payment of the fees is not made within a period of three calendar
         months after the date of notification to the candidate of his election or
         transfer, the election or transfer may be declared null and void by the
         Council and the candidate shall be notified accordingly.

6.6   Entitlement to Membership Privileges

      Until admitted, a candidate shall not be entitled to any of the rights or
      privileges of membership.




                                          9
7.     ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS

7.1    Entrance Fee Payable on Election or Transfer

       (a) The fees to be paid by members shall be determined by Council from
          time to time and be approved at any General Meeting.

       (b) A person transferred from one class of Membership to another shall pay
          an amount equal to the entrance fee of the class to which he has been
          transferred less any entrance fee previously paid by him.

       (c) Entrance fees are due on notification of election or transfer.

       (d) A temporary absence on leave or duty shall not entitle a Member to
          alteration of his designation.

7.2    Annual Subscription

       The annual subscriptions for all Members shall be determined by the Council
       and approved by the Annual General Meeting.

7.3.   Subscriptions due on Election and thereafter on the 1st of January

       (a) All subscriptions shall become due on election and thereafter on the first
          day of January of each succeeding year.

       (b) a Member transferred from one class to another shall not            pay the
          subscription appropriate to the class to which he has been transferred
          until 1st January next following his transfer.

7.4    Surcharges for Late Payments

       Council shall from time to time determine surcharges for the late payments of
       annual subscriptions and this shall be approved by any general meeting.

7.5    Subscription for part of the Year

       A Member of any class elected before the first day of July in any year shall
       pay the annual subscription for that calendar year. A Member elected on or
       after the 1st day of July in any year shall for that calendar year pay full
       annual subscription, except that if he is elected in the last two months of any
       calendar year and elects to pay his first subscription at the full rate it shall
       cover the remainder of that calendar year as well as the succeeding year.

7.6    Payment of Fees and Subscriptions

       All entrance fees and annual subscriptions shall be paid to the Institution.
                                            10
7.7   Arrears

      A Member of any class whose annual subscription is more than twelve
      months in arrears shall not be entitled to attend or take part in any meeting or
      function of the Institution or to receive any notice or publication of the
      Institution that may be issued, to exercise any of the rights or privileges or
      membership, or to vote before he or she has paid his dues in full.

7.8   Erasure from Register

      (a) A Member of any class whose annual subscription is one year or more in
         arrears shall be notified and in the event of continuing in arrears for three
         months after such notification, he or she may, by resolution of the Council,
         be excluded from the Institution and he or she shall thereupon cease to
         be a Member and his name shall be erased from the Register.

      (b) Erasure from the Register shall not relieve a Member from his liability for the
         payment of the arrears of subscriptions or instalments or entrance fee due
         from his calculated up to the 31st day of December preceding his
         exclusion.

7.9   Remission of Entrance Fee or Subscription

      The Council may in any special case, where in their opinion it is desirable to
      do so, reduce or remit the entrance fee, or annual subscriptions or the arrears
      of annual subscription of a Member of any class.



8.    RESIGNATION, RE-ADMISSION, AND EXPULSION

8.1   Resignation

      A Member of any class may resign from the Institution by sending his
      resignation in writing to the Honorary Secretary, after payment of all the
      subscriptions due from him, including that for the current year. A Member’s
      name shall be removed from the Register as from the date on which his
      resignation becomes effective.

8.2   Re-Admission

      The Council may re-admit to membership in the class to which he formerly
      belonged any person whose membership was terminated for any cause
      provided he satisfies the Council he is worthy of re-admission and pays such


                                          11
      amounts in respect of entrance fee and arrears of subscriptions as the
      Council may determine.

8.3   Expulsion

      (a) The Council may by resolution discontinue receiving the subscription of
         any Member who wilfully acts in contravention of the Constitution or the
         Rules of the Institution, or who, in the opinion of Council, is guilty of such
         conduct as shall render him unfit to continue to belong to the Institution,
         and may erase his name from the Register, and he shall thereupon cease
         to be a Member of the Institution.

      (b) The Council shall, before erasing the name of a Member from the
         Register, consult the Branch Committee of the Branch to which the
         Member is attached and the Council shall accord him the opportunity of
         appearing before it or of making representations to it in writing.



9.    PROFESSIONAL CONDUCT

9.1   Conduct of Members

      A Member of any class shall conduct himself in a manner that upholds the
      reputation of the Institution.

9.2   Conduct of Corporate Members

      Every Corporate Member shall conduct himself in a manner that upholds the
      dignity of his profession and to act, in whatever capacity he may be
      engaged, in a strictly fiduciary manner towards his clients, employers, other
      people with whom his work is connected and towards other Members in a
      manner consistent with the best interests of the Institution.

9.3   Penalty for Breach of Conduct

      Any Member who conducts himself or herself in a manner unbecoming of a
      Member of the Institution or who acts contrary to Article 9.1. or 9.2. shall be
      liable to disciplinary action by the Council.




                                          12
10.    THE COUNCIL AND OFFICE BEARERS

10.1   Officers

       (a) The Officers of the Institution shall be the President, a Vice President for
          each recognised discipline, the Past President, six Corporate Members the
          Honorary Secretary and the Honorary Treasurer.

       (b) Each class of membership referred to in paragraphs (d), (e), (f) and (g) of
          Article 4.2 of this Constitution shall be represented by one representative
          on the Council.

       (c) Any case of doubt as to eligibility for, or retirement from, office shall be
          decided by the Council.

10.2   Election of the President and Vice Presidents

       (a) Before each Annual General Meeting, Council shall nominate three
          Corporate Members for the position of President for the next year. Their
          names shall be sent to all members eligible to vote, together with ballot
          papers. Members will return to the returning Officer a ballot paper with
          the name of the candidate of their choice. The candidate who scores
          highly will be declared the President..

       (b) The President shall hold office for one year and shall be eligible for re-
          election as President for one more term.

       (c) Each Specialist Division established by the Council shall be headed by a
          Vice President. The Vice President for the next year shall be elected by the
          Council from among Corporate Members of the Institution. The Vice
          President shall hold office for one year and shall be eligible for re-election
          as Vice President for one more term.

10.3   The Honorary Treasurer

       The Honorary Treasurer shall be a Council Member. He or she shall hold office
       for one year only but shall be eligible for re-election to the same or any other
       office.

10.4   The Honorary Secretary

       The Honorary Secretary shall be a Council Member. He or she shall hold office
       for one year and shall be eligible for re-election to the same office or any
       other.
                                          13
10.5   Members of Council

       A Member of Council shall serve for one year in office. He or she shall be
       eligible for re-election but shall not exceed four consecutive years in office.

10.6   Election of Members of Council

       Vacancies in the offices of Honorary Treasurer, Honorary Secretary and
       Members of Council shall, subject to the provisions of Article 10.10, be
       balloted for annually by the Corporate Members, Technologist Members,
       Technician Members and Graduate Members of the Institution from the
       Members thereof.

10.7   Nominations by Council

       (a) The Council shall, not later than the 31st day of January in each year
          publish a list of duly qualified persons nominated for election to vacancies
          about to occur in the offices of Honorary Treasurer, Honorary Secretary
          and Members of Council.

       (b) The Council, in selecting nominees to fill vacancies on the Council each
          year, shall follow a procedure which will ensure that as far as possible, the
          distribution of members of the Institution among the broad categories of
          engineering interests within the Institution appears in corresponding
          proportion in the composition of the Council.

       (c) The nomination procedure shall ensure that:

          (i) the Returning Officer is not a candidate for any position;

          (ii) there is a fair distribution of Council Members among the principal
              disciplines of Electrical, Civil and Mechanical Engineering, built into the
              nomination procedure; and

          (iii) there is as far possible fair distribution and gender balance with both
              women and men being represented on the Council.

10.8   Election Procedure

       (a) For purposes of Council nominations by the outgoing Council, one of the
          Past Presidents or one of the Fellows of the Institution will be appointed
          Returning Officer by Council and will be assisted in his duties by the
          Honorary Secretary.

       (b) During the period November/December of each calendar year, the
          Returning Officer shall invite Council Members to nominate 12 members
                                           14
   for the next year’s Council without specifying what positions the nominees
   are expected to occupy. Each list of nominations shall contain at least
   three names from each of the main disciplines of Electrical, Civil and
   Mechanical Engineering.

(c) From the lists of nominations, the Returning Officer shall compile a list of
   twelve names for the next year’s Council, based on the number of
   nominations. In the event of a tie at the twelfth position, the President will
   be invited to make the final selections from the tied candidates.           If
   necessary, candidates with a higher number of nominations will be
   dropped to ensure that each of the main disciplines has at least three
   representatives.

(d) The Returning Officer shall confirm the willingness in writing of the twelve
   nominees to serve on Council, and fill up the list from the nominations
   previously compiled if need arises within 14 days from the date of
   nomination.

(e) At a subsequent meeting, Council will then elect from the list, one at a
   time and in the order given, members to fill the post of:

   (i) President;

   (ii) Vice President (Electrical);

   (iii) Vice President (Mechanical);

   (iv) Vice President (Civil);

   (v) Honorary Secretary; and

   (vi) Honorary Treasurer.

(f) For each of the posts, the Returning Officer shall invite Council Members
   to write and submit the names of their choices. He will then order the
   candidates according to the number of nominations and announce the
   results before inviting nominations for the next post. In the event of the
   leading candidate turning down a post, the candidate with the next
   highest number of nominations will take up the post.

(g) Any Member who is absent from the meeting where nominations to
   Council are conducted may give their proxy to an attending member by
   notifying the Returning Officer in writing before nominations start.



                                       15
10.9   Nominations by Members

       Not later than 21 days after the issue of the Council’s list any two Corporate
       Members,    Technologist     Members,   Technician   Members    or   Graduate
       Members (but not more than two) may nominate any other duly qualified
       person to fill any such vacancy by delivering such nomination in writing to the
       Honorary Secretary together with the written consent of such person to
       accept office if elected, but each such nominator shall be debarred from
       nominating more than three persons for the same election.

10.10 Ballot for Election to Council

       Not later than the 1st day of March in each year, or such later date as the
       Council may approve, the Council shall send to each Corporate Member,
       Technologist Member, Technician Member or Graduate Member entitled to
       vote a ballot paper containing names of all persons duly nominated to fill the
       vacancies referred to in Article 10.7 and 10.8 stating which persons are
       nominated by the Council and giving the names of the Corporate Members,
       Technologist Members, Technician Members or Graduate Members by whom
       every other person (if any) is nominated.

10.11 Deletion of Names to Reduce Names on Ballot Papers

       In the ballot each Corporate Member, Technologist Member, Technician
       Member or Graduate Member voting shall delete sufficient names to reduce
       the number of names on the ballot paper after such deletion to the number
       to be elected to the respective offices. The ballot papers shall be returned so
       as to reach the Honorary Secretary not later than twenty-one days after their
       issue by the Council, and they shall be so marked and returned as may be
       from time to time determined by the Council.

10.12 Appointment of Scrutineers

       (a) Not later than the last Council Meeting held prior to the 21st March of
          each year, the Council shall choose two or more Members to be
          scrutineers for the purposes of the ballot.    The ballot papers shall be
          delivered unopened by the Honorary Secretary to the scrutineers, who
          shall open them and count the votes and report the results to the
          President of the Institution.

       (b) Where the scrutineers are unable to report the election of the prescribed
          number of persons to fill the vacancies in the Council owing to an equality

                                          16
          of votes, they shall submit the names of the candidates having the same
          number of votes to the President of the Institution who shall determine by
          his casting vote which of the candidates shall be elected.

10.13 Incoming Council to Assume Office Immediately after Annual General
       Meeting

       The officers and Members of Council for the next year shall be announced by
       the President or in his absence by the Vice President of the meeting, at the
       Annual General Meeting, and they shall assume office immediately after the
       conclusion of the business of that meeting.

10.14 Vacation of Office

       The office of a Member of the Council shall be vacated:

       (i) if he becomes bankrupt or of unsound mind;

       (ii) if by notice in writing to the Institution he resigns office, or

       (iii) he ceases to be a Member of the Institute.

10.15 Vacancies may be filled by Council

       (a) Vacancies in the offices of President, Vice President, Honorary Treasurer,
          Honorary Secretary, and Members of Council other than those arising
          under Articles 10.2, 10.3, 10.4 10.5 and 10.6 may be filled by the Council,
          and the name of each person selected shall be announced at the next
          Ordinary Meeting of the Institution.

       (b) The Council shall determine the period for which the person so chosen
          shall hold office except at such period shall not be longer than the
          vacating Member of Council would in the ordinary course have retained
          office, and any period of office so served shall not be taken into account
          in computing the period of office under the provisions of Articles 10.2, 10.3,
          10.4 and 10.5.



11.    FUNCTIONS, POWERS AND PROCEEDINGS OF THE COUNCIL

11.1   Council to Direct the Affairs of the Institution

       The Council shall manage the property and affairs of the Institution in
       accordance with the Constitution and Rules from time to time in force, and



                                              17
       may exercise all such powers of the Institution as are not required by the
       Constitution to be exercised by a General Meeting of the Institution.

11.2   Council Meetings

       (a) The Council shall meet not less than six times in a year and the meetings,
          shall be held at the Headquarters of the Institution or such other place as
          the President may decide.

       (b) At every meeting of the Council six members entitled to vote or 40% of the
          membership of the Council shall constitute a quorum, and all matters shall
          be decided by a majority, except as otherwise herein provided for.

       (c) The Honorary Secretary shall on the request of the President or any two
          Vice Presidents or any three Members of the Council, convene a meeting
          of the Council.

       (d) The Council may seek, by post, the views of its Members on any matters
          including matters of applications for membership of the Institution.

       (e) For purposes of this Article a substitute or alternate of a member of
          Council shall be deemed to be a Member of Council.

11.3   Notice of Meetings

       At least fourteen days notice in writing shall be given of each meeting of the
       Council and the nature of the business to be considered at the meeting shall
       be stated in the notice.

11.4   Voting at Meetings of Council

       At any meeting of the Council each Member of Council present shall have
       one vote, save that of the Past President only the three who have last held
       the office of President, and are resident in Uganda, and any other Past
       President who is at the time serving on any such Committee or Committees of
       the Council as the Council shall from time to time determine, shall be
       competent to vote. The President shall have a casting vote. The President
       may direct, or any two members present may demand, that the voting shall
       be by secret ballot.

11.5   Chairman of Council Meetings

       The President shall preside at each meeting of the Council and in his
       absence, a Vice-President or in the absence of all of them, a Member of
       Council elected by the Members present shall preside.

                                          18
11.6   Adjournment of Council Meetings

       (a) On the request of any five Members of Council, present at any meeting of
           the Council any resolution of the Council passed at such meeting shall be
           adjourned to the next meeting for further consideration, and in such case
           the resolution shall not become effective unless a majority at the next
           meeting confirms it.

       (b) The consideration of such resolution shall not be further adjourned at the
           next meeting except by a resolution of the Council.

11.7   Council may Appoint Committees

       (a) The Council may appoint or dissolve Committees chosen from among the
           Council and where special circumstance prevail, may include therein one
           or more Members of the Institution.

       (b) Committees so appointed may be designated Committees of the
           Council. The Council may also appoint Committee for special purposes
           consisting of members of Council and Corporate Members, Technologist
           Members, Technician Members or Graduate Members and others.

       (c) The Council may delegate to a Committee any of its powers, except
           expulsion of a Member.

       (d) The President shall be an ex-officio Member of all Committees of the
           Council.

11.8   Council may Appoint Representatives

       Representatives may be appointed for such purposes and with such powers
       as the Council may determine. Such representatives may be Members of the
       Institution or such persons as the Council may select to further the interests
       and work of the Institution and the Council may cancel their appointment at
       any time.

11.9   Patrons of the Institution

       The Council may invite prominent persons to become Patrons of the
       Institution.

11.10 Power to Regulate Meetings

       The Council shall have the power to regulate its own meetings or business
       unless this Constitution otherwise provides in relation to a particular matter.


                                           19
11.11 Minutes

      The Council shall cause minutes to be kept of the proceedings of all meetings
      of the Institution, the Council and the Committees of the Council.

11.12 Appointment of Assistant Secretary and other Staff

      (a) The Council may appoint an Assistant Secretary and other staff.

      (b) The Assistant Secretary and other staff shall perform such duties as the
          Council may set forth in the terms of their appointment.

      (c) The Council shall decide from time to time the salaries, wages or
          remuneration to be paid to the staff of the Institution, and the Council
          shall make such provision for and grant such pensions to them after their
          retirement from the service of the Institution as the Council may
          determine.

11.13 Duties of Honorary Secretary

      Subject to the direction of the Council, the Honorary Secretary shall:

      (i) be in charge of the correspondence of the Institution;

      (ii) attend all meetings of the Institution, and of the Committees of the
          Council;

      (iii) take minutes and communications that may be ordered to be read;

      (iv) supervise the publication of papers and publications as the Council may
          direct;

      (v) be responsible for all persons employed as servants of the Institution.

      (vi) conduct the ordinary business of the Institution in accordance with the
          Constitution and Rules and the directions of the Council and shall refer to
          the President or any Vice President available, any matters of importance
          or difficulty requiring urgent decisions.

11.14 Duties of Honorary Treasurer

      The duties of the Honorary Treasurer shall be:

      (i) to collect subscriptions and entrance fees;

      (ii) to prepare and pay accounts of expenditure, to administer the funds of
          the Institution in accordance with the directions of the Council to whom
          he shall be responsible; and


                                           20
       (iii) to present the audited accounts to the Council for inspection and
          approval.



12.    MEETINGS

12.1   Venue of Meetings

       Meetings of the Institution shall be held at such places and at such times as
       the Council may appoint.

12.2   Meetings

       The meetings of the Institution shall be as follows:

       (i) Ordinary Meetings

       (ii) Annual General Meeting

       (iii) Special General Meetings of Corporate Members, Technologist Members,
          Technician Members and Graduate Members

       (iv) Special General Meetings of Corporate Members.

12.3   Ordinary Meetings

       Ordinary meetings shall be held for the reading and discussion of papers on
       engineering and allied subjects, for lectures and discussions on those
       subjects, for the display of cinematography or other pictorial representations
       and for visits to works and other places of engineering interest.

12.4   Annual General Meeting

       (a) The Annual General Meeting shall be held at the headquarters of the
          Institution during the month of April each year or at such other place or
          time, as the Council shall determine.

       (b) The Annual General Meeting shall be responsible for the following:

          (i) receive and deliberate upon the Annual Report of the Council and
              the annual accounts,

          (ii) receive the announcement of the result of the annual election of the
              Council,

          (iii) to appoint the auditors, to hear the address of the incoming President
              and with the approval of the Chairman of the meeting, to transact



                                            21
             any other business of which notice in writing has been given to the
             Honorary Secretary at least seven days before the meeting.

12.5   Special General Meeting

       (a) A Special General Meeting of Corporate Members, Technologist
          Members, Technician Members and Graduate Members may be called
          at any time by the Council for any specific purpose relating to the
          direction and management of the affairs of the Institution except
          amending the Constitution and the Rules of the Institution;

       (b) The Council shall call a meeting on a requisition in writing, at any time of
          ten Corporate Members specifying the general nature of the business to
          be transacted and the motions, if any, to be placed before the meeting.

       (c) A Special General Meeting shall not be called until thirty days have
          elapsed from the date of notification to all Branches, and Committees of
          all the matters for resolution at such meeting.

12.6   Special General Meeting to amend the Constitution or Rules

       (a) A Special General Meeting of Corporate Members may be called at any
          time by the Council for the purpose of amending the Constitution and
          Rules of the Institution.

       (b) The Council shall call such a meeting on a requisition in writing, at any
          time, of ten Corporate Members specifying the proposed amendments to
          the Constitution or the Rules.

       (c) A Special General Meeting to amend the Constitution or Rules shall not be
          called until all Corporate Members have been notified of the proposed
          amendments and their right to a postal vote in accordance with Article
          13.10 and until thirty days have elapsed from the date of notification of
          the proposed amendments to the Constitution.

12.7   Members may introduce Visitors

       (a) Every Member of any class shall have the privilege of introducing one or
          more visitors at each Ordinary Meeting of the Institution, by writing his or
          their names in a book provided for that purpose, or supplying him or them
          with admission tickets to be obtained from the Honorary Secretary.

       (b) The Council may limit the number of visitors to be introduced at any
          meeting.

                                           22
12.8   Other Meetings

       (a) In addition to the Meetings specified in the Article 12.2, the Council may
          arrange for other meetings to be held for the dissemination of the
          engineering knowledge by means of lecturers or cinematography or other
          pictorial representations, or for the discussion of engineering and allied
          subjects and the reading and discussion of papers on engineering.

       (b) The Council shall determine the conditions of admission to such meetings,
          and the manner in which they shall be conducted.

12.9   Notice of Annual and Special General Meetings

       (a) At least fourteen days’ notice shall be given of all Annual and Special
          General Meetings.

       (b) The Notice shall specify the general nature of the business to be
          transacted, and no other business shall be transacted at these meetings
          except the business at an Annual General Meeting of which notice shall
          have been given

12.10 Accidental Omission to Give Notices

       The accidental omission to send notice of a meeting to, or the non-receipt of
       notice by, any Member of any class shall not invalidate the proceedings at
       the meeting.



13.    PROCEEDINGS AT MEETINGS

13.1   Quorum

       (a) The quorum at any Annual or Special General Meeting shall be twelve of
          those persons entitled to be present and vote.

       (b) No business shall be transacted at any such meeting unless there is
          quorum.

       (b) If a quorum is not realised within half an hour from the time appointed for
          holding the meeting, the meeting shall stand adjourned to the same hour
          and placed in the following week, when Members present and entitled to
          vote whatever their number shall constitute a quorum.




                                          23
13.2   Chairperson of Meetings

       The President shall preside over meetings of the Council and meetings of the
       Institution; in the absence of the President, one of the Vice Presidents, or, if
       none is present, a Member of the Council present shall preside.

13.3   Ordinary Meetings to be conducted as prescribed by Council

       The Ordinary Meetings of the Institution shall be conducted as prescribed by
       the Council from time to time, and the Council shall determine the conditions
       of admission to such meetings.

13.4   Questions relating to the Management not to be discussed at Ordinary
       Meetings

       At the Ordinary Meetings no question shall be discussed, or motion be made,
       relating to the direction and management of the Institution.

13.5   Voting at Annual or Special General Meetings

       Voting at the Annual or Special General Meeting may be made in person or
       by proxy, or by post, subject to the provisions of Articles 13.6, 13.7, 13.8, 13.9,
       13,10, 13.11and 13.2.

13.6   Voting at Meetings

       (a) All classes of Members shall be entitled to vote at the meetings specified
          in Articles 12. 2 and 12.8.

       (b) Each Member entitled to voting shall have one vote, except the
          Chairman who shall have a casting vote.

       (c) For the purpose of this Article, all Members of the Council shall be
          deemed to be Corporate Members.

13.7   Chairperson to have Casting vote

       In the case of an equality of votes the Chairperson of the meeting shall both
       on a show of hands and at poll have a casting vote in addition to his
       personal vote.

13.8   Appointment of Proxies

       (a) The instrument appointing a proxy shall be in writing under the hand of the
          appointor or his attorney, and shall follow as nearly as circumstances
          admit Form B specified in the Schedule to this Constitution.



                                           24
       (b) The instrument appointing a proxy and the power of attorney if any, under
          which it is signed shall be delivered to the Honorary Secretary not less than
          forty eight hours before the time for holding the meeting at which the
          person named in the proxy shall be valid after the expiration of six
          calendar months from its date except on a poll demanded at a meeting
          in cases where the meeting was originally held within six calendar months
          of such date.

       (c) A vote given in accordance with the terms of an instrument appointing a
          proxy shall be valid notwithstanding the previous death of the principal or
          revocation of the proxy unless previous intimation in writing of the death or
          revocation has been received by the Honorary Secretary.

13.9   Proxies Entitled to Vote

       No person shall be appointed a proxy to vote at any meeting who is not
       entitled in his own right to vote at such meeting.

13.10 Postal Voting

       (a) When the votes of Members of the Institution not actually present at any
          Special General Meeting are taken into account by means of voting
          papers, notice of the Special General Meeting in question containing
          particulars of the motion to be submitted to the Meeting shall be sent
          together with a voting paper to each member entitled to be present and
          to vote, at least twenty-one days before the date of the Special General
          Meeting.

       (b) If a Member, desires to vote at a Special General Meeting, he shall record
          his vote on the voting paper and affix his signature thereto and shall return
          the voting paper to the Honorary Secretary not later than the date shown
          thereon.

13.11 Counting of Postal Votes

       (a) Not more than three days before the Special General Meeting referred to
          in Article 12.5 all the voting papers received by the due date shall be
          counted in accordance with the directions of the Council.

       (b) Where a Member who has duly recorded his vote on a voting paper is
          present at the meeting, the recorded vote may be counted or if the
          chairman of the meeting so directs, the Member may withdraw the


                                           25
          recorded vote and vote at the Special General Meeting, except that he
          shall not vote twice.

       (c) The decision of the Chairman upon any question as to the recording or
          counting of votes shall be final.

       (c) At a Special General Meeting the Members personally present,
          irrespective of their number shall make a quorum.

13.12 Motions in a Postal Vote

       No motions other than those circulated for the purpose of a postal vote and
       no amendment or variation of any such motion shall be proposed or voted
       upon at the meeting referred to in Article 13.10.



14.    FINANCIAL PROVISIONS

14.1   Monies and Effects

       The monies and effects of the Institution shall be controlled by the Council for
       the use of the Institution in the furtherance of its objects.

14.2   Accounts

       The Council shall cause to be kept proper and sufficient accounts of the
       capital funds, receipts and expenditure of the Institution, so that the true
       financial statement and condition of the Institution may at all times be
       exhibited by such accounts.

14.3   Financial Year and Presentation of Accounts

       The financial year of the Institution shall end on the 31st day of December in
       each year; and the accounts of the Institution shall be made up each year to
       that date and, after having been approved by the Council and audited by
       an auditor, shall together with the Auditors’ report be laid before the next
       Annual General Meeting.

14.4   Appointment of Auditors

       The Auditor shall be appointed by the Annual General Meeting.

14.5   Allocation of Funds to Branches

       The Council shall allocate and remit to each Branch such monies as may be
       fixed by the Rules made under the provisions of Article 15.3 and additional


                                              26
       monies as the Council may consider necessary for the efficient administration
       of the Branch or for the promotion of some special activity.

14.6   Refund of Expenses of Council Members and Representatives

       The Council may authorise the Honorary Treasurer to refund to officers and
       Members of Council expenses incurred in attending Council or other
       meetings, and may also authorise the refund of expenses of representatives
       of the Institution appointed under Article 11.8.

14.7   Council to have Powers to raise Funds

       The Council may raise funds or impose levies on Members and may invest or
       dispose of funds so raised in any lawful manner.



15.    RULES

15.1   Alteration of Rules

       This Constitution or any other Rules for the time being in force may be
       amended only at a Special General Meeting convened for the purpose
       under the provisions of Article 12.6.

15.2   Two Thirds Majority Requirement

       The Constitution shall be amended only if two thirds or more of the Corporate
       Members vote at a Special General Meeting to amend the Constitution.

15.3   Rules

       The Council may make, amend or revoke Rules for:

       (i) the conduct of the affairs of any Branch of the Institution established
          under the provisions of Article 3.2;

       (ii) the conduct of the affairs of any Specialist Division of the Institution
          established under Article 3.8.; and

       (iii) generally for the better carrying into effect the objects of the Institution.

15.4   Council to Approve Rules presented by a Branch

       Rules proposed by a Branch shall be presented to Council for approval.




                                             27
15.5   Council’s Interpretation of the Constitution and Rules Binding

       Where there is a doubt as to the meaning and interpretation of any part of
       the Constitution or any Rules made thereunder, the interpretation of the
       Council shall bind all Members.



16.    MISCELLANEOUS

16.1   Publication of Proceedings of Meetings

       No report of the proceedings at any meeting of the Institution or of the
       Branches shall be made or published except with the consent of the Council.

16.2   Publications of the Institution

       The Institution shall publish journals or any other publications approved by the
       Council, which shall be the medium for the dissemination of information
       regarding the activities or any matters relating to the promotion of the
       objects of the Institution.

16.3   Notices

       (a) A notice may be served upon or any communication may be sent by the
          Council or by the Honorary Secretary to a Member personally or by
          sending it prepaid through the post addressed to a Member at his
          registered address.

       (b) Notice or communication, if served or sent by post, shall be deemed to
          have been served or delivered on the seventh day following that on
          which the same is posted; it shall be sufficient to prove that the notice or
          communication was properly addressed and posted.

       (c) No Member of any class, whose registered address is outside Uganda,
          shall be entitled to any notice or ballot or voting paper, and all
          proceedings may be taken without notice to such person.

16.4   Indemnity

       (a) A Member of the Council shall be accountable in respect of his own act
          only, and shall not be accountable for any acts done or authorised to be
          done to which he shall not have expressly assented.

       (b) A Member of the Council shall not incur any personal liability in respect of
          any loss or damage incurred through any act, matter, or thing done,

                                          28
           authorised, or suffered by him, being done in good faith for the benefit of
           the Institution, although in excess of his legal power.

        (c) A Member of the Council shall be indemnified out of the funds and
           property of the Institution from and against any costs, charges, damages,
           and expenses whatsoever a Member may sustain by reason of accepting
           office or acting in execution of the duties of powers imposed upon or
           given to them by the Constitution or the Bye-Laws of the Institution.

16.5    Incorporation of Kindred Organisations

        (a) The Council may arrange for the union, alliance, or incorporation with the
           Institution of any organisation or Institution with objects similar to those of
           the Institution; and may also, if it thinks fit remit or reduce the entrance
           fees of the members of such organisation at the time or union, alliance or
           incorporation.

        (b) No such union, alliance, or incorporation shall be effective unless it is
           sanctioned by a Special General Meeting of Corporate Members.



17.     BRANCHES OF THE INSTITUTION

17.1    Written Request

        A Branch of the Institution may be established by the Council pursuant to
        Article 3.2 on receipt of a written request to that effect and signed by at least
        five Members of the Institution, one of whom must be a Corporate Member
        and the second a Graduate Member residing or working in the proposed
        defined area of the branch.

17.2.   Boundaries of Proposed Branches

        The boundaries of the proposed Branch shall be clearly defined in the request
        for establishment of the Branch to the Council.

17.3.   Branch Rules

        A Branch shall draw up its Rules in accordance with Article 15.3 and any
        subsequent changes shall be submitted to the Council for approval.

17.4.   Council Powers

        A Branch shall function at the pleasure of the Council of the Institution.



                                            29
17.5    Branch Executive Committee Composition

        A Branch shall elect annually from its membership a Chairman, a Vice-
        Chairman, an Honorary Secretary and an Honorary Treasurer who must be
        Members of the Institution and these shall constitute the Branch Executive
        Committee.

17.6.   Other Office Bearers

        Other Branch office bearers may be elected as may be provided for in the
        Rules of the Branch.

17.7    Branch Chairpersons

        The Chairperson of a Branch shall undertake the general supervision of the
        Branch affairs and shall preside over all Branch meetings.

17.8.   Approval of Branch Office Bearers

        Names of office bearers of a Branch on being elected shall be submitted to
        the Council for approval before such officers take on office.

17.9.   Vice Chairperson

        In the absence of the Chairperson of the Branch, the Vice-Chairperson shall
        deputise for the Chairperson.

17.10. Branch Sub-Committees

        A Branch Sub-Committee may be appointed by the Branch Executive
        Committee as may be considered necessary to deal with various activities
        and work of the Branch and which shall be in conformity with the Constitution
        of the Institution.

17.11. Annual Branch Report

        A Chairperson of the Branch shall prepare and deliver at the Annual General
        meeting of the Institution a written summary report of activities of the said
        Branch for the preceding year; the report shall be submitted to the Honorary
        Secretary of the Institution fourteen days before the Annual General meeting.

17.12 Annual Branch Statement of Accounts

        The Branch Honorary Treasurer shall prepare for delivery an audited
        statement of accounts audited by the Institution’s auditor for the Branch for


                                            30
      the preceding year to be incorporated in the report in of the Chairperson of
      the Branch for the Annual General Meeting.

17.13 Branch Financial Commitments

      A Branch shall entirely be responsible for all its financial commitments. The
      Institution shall not be responsible for any debits or financial commitments
      incurred or entered in by the Branch.

17.14 Institutional Dues

      All dues as prescribed by the Institution shall be paid directly to the
      Institution’s Treasury.

17.15 Audit of Books of Accounts

      A Branch shall submit its books of accounts to the Institution’s Auditors twenty-
      one days before the Annual General Meeting.

17.16 Branch Representatives on Council

      A Branch shall name two representatives to sit on Council.

17.17 Branch Annual Meeting

      A Branch shall conduct its own Annual General Meeting within twenty-one
      days after the Annual General Meeting of the Institution.

17.18 Co-ordination between Branches and Institution Secretariat

      To facilitate co-ordination of activities of the Institution and those of Branches,
      the Branch Executive Committees shall organise their local activities in
      consultation with the Secretariat of the Institution.



18.   PROMULGATION

      We the several persons whose names and signatures are set out below,
      constituting at least two thirds of the Corporate Members of the Institution
      who attended and voted in favour of the amendment of the UIPE
      constitution at a Special General Meeting convened to amend the
      Constitution on 30th September 2004 at the Public Works Training Centre,
      Ministry of Works, Housing and Construction, Kyambogo, Kampala hereby
      adopt this revised Constitution to govern all aspects of the Institution effective
      from the 1st day of December 2004.



                                           31
NAMES OF CORPORATE MEMBERS OF THE UIPE THAT ATTENDED THE SPECIAL GENERAL
MEETING ON 30TH SEPTEMBER 2004 TO APPROVE, AND APPROVED, THE AMENDMENT OF
THE UIPE CONSTITUTION



         Names                          Signature
   1.    Eng. L. Bangi
   2.    Eng. Nkya Kiiza
   3.    Eng. Novat Balilemwa
   4.    Eng. Novat Balilemwa
   5.    Eng. Peter Balimunsi
   6.    Mr. F.K. Oidu
   7.    Dr. Francis Baziraake
   8.    Eng.     Edward       Kasule
         Musisi
   9.    Eng. P.Okidi-Lating
   10.   Eng. Dr. V.B.A Kasangaki
   11.   Eng. Karuma Kagyina
   12.   Eng. D.Makanga
   13.   Eng. Hans Mwesigwa
   14.   Mr. David Kivumbi
   15.   Eng. W. Okello
   16.   Eng. ;J. Bigabwa
   17.   Eng. Mark Wilson
   18.   Eng. P.Kikuyo
   19.   Eng. W. Kibuuka-Musoke
   20.   Eng. Jimmy B.Ogwal
   21.   Mr. Justus Akankwasa
   22.   Mr. Daudi Mugisa
   23.   Mr. Kiryahika Willy




                                           32
SCHEDULE
FORM A

(Referred to in Article 4.8)



UGANDA INSTITUTION OF PROFESSIONAL ENGINEERS



I, the undersigned, agree that in the event of my election to membership of any
Class in the Uganda Institution of Professional Engineers, I will be governed by the
now are or as they may after be altered; and that I will advance the objects of the
Institution as far as shall be in my power.



Provided that, whenever I shall signify in writing to the Honorary Secretary that I am
desirous of withdrawing from the Institution I shall after the payment of any arrears
which may be due by me at that period be free from the obligation.




              As witness my hand this................................. day of.............................

              Signature...........................................................................................

              Class of Membership in the Institution

              ...........................................................................................................




                                                              33
FORM B

(Referred to in Article 13.8)10



THE UGANDA INSTITUTION OF PROFESSIONAL ENGINEERS

I (name).....................................................................................................................

being (Class of Membership)............................................................of the Uganda
Institution                        of                     Professional                       Engineers                           hereby
appoint..............................................................................of
..............................................................................or                    failing                            him
.................................................of                                    .......................................................
..............................................as my proxy at the (title of meeting) ............................
.........................................................of the Institution to be held on the .................... day
of...........................................................and at any poll held in connection therewith.



As witness my hand this ............day of...................……………… 20…….



Signature…………………………………………

Class                             of                           membership                                  in                           the
Institution.............................................................………………………...




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