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CHAPTER 3 - COUNCIL OF THE INSTITUTE Constitution of the Council of the Institute. 9. (1) There shall be a Council of the Institute for the management of the affairs of the Institute and for discharging the functions assigned to it by or under this Act. (2) The Council shall be composed of- (a) not more than twelve persons elected by members of the Institute from amongst the Fellows chosen in such manner and from such regional constituencies as may be notified in this behalf by the Central Government in the Official Gazette; and (b) not more than four persons nominated by the Central Government. Mode of election to the Council. 10. (1) Elections under clause (a) of sub-section (2) of section 9 shall be conducted in the prescribed manner. (2) Where any dispute arises regarding any such election, the matter shall be referred by the Council to a Tribunal appointed by the Central Government in this behalf and the decision of such Tribunal shall be final: Provided that no such reference shall be made except on an application made to the Council by an aggrieved party within thirty days from the date of the declaration of the result of the election. (3) The expenses of the Tribunal shall be borne by the Council. (4) Notwithstanding anything contained in this section and in Chapter IX, the Council of the dissolved company shall, on the commencement of this Act, become the Council of the Institute and shall function as such- (i) for a period of two years from such commencement, or (ii)
till the Council is constituted in accordance with the provisions of subsection
(2) of section 9, Explanation: For the purposes of this sub-section, the Council shall be deemed to have been constituted in accordance with the provisions of sub-section (2) of section 9 with effect from such date [not being later than thirty days from the date on which the results of the first elections, under clause (a) of the said sub-section (2) are announced] as the Central Government may notify in the Official Gazette. Nomination in default of election. 11. If the members of the Institute fail to elect any member under clause (a) of sub-section (2) of section 9 from any of the regional constituencies that may be notified under that clause, the Central Government may nominate any duly qualified person from such constituency to fill up the vacancy, and any person so nominated shall be deemed to be a duly elected member of the Council. President and Vice-President. 12. (1) The Council at its first meeting shall elect two of its members to be respectively the President and the Vice-President thereof, and so often as the office of the President or the Vice-President falls vacant, the Council shall choose a person to be the President or the Vice-President, as the case may be: Provided that the President of the Council of the dissolved company shall continue to hold such office after the commencement of this Act, until such time as a President is elected under the provisions of this sub-section. (2) The President shall be the Chief Executive Authority of the Council. (3) The President or the Vice-President shall hold office for a period of one year from the date on which he is chosen but so as not to extend beyond his term of office as a member of the Council, and subject to his being a member of the Council at the relevant time, he shall be eligible for re-election. (4) On the expiration of the duration of the Council, or of the term of office of the President thereof, the President shall continue to hold office until such time as a new President is elected and takes over charge of his duties. (5) In the event of the occurrence of any vacancy in the office of the President, the Vice-President shall act as President until the date of which a new President elected in accordance with the provisions of this section to fill such vacancy enters upon his office and when the President is unable to discharge his functions owing to absence, illness or any other cause, the Vice-President shall discharge his functions until the date on which the President resumes his duties. Resignation of membership and casual vacancies. 13. (1) Any member of the Council may at any time resign his membership by writing under his hand addressed to the President, and the scat of such member shall become vacant when such resignation is notified in the Official Gazette. (2) A member of the Council shall be deemed to have vacated his scat if he is declared by the Council to have been absent without sufficient excuse from three consecutive meetings of the Council or of any of the Committees which has been constituted by the Council and of which he is a member or if his name is, for any cause, removed from the Register under the provisions of section 20. (3) A casual vacancy in the office of a member of the Council shall be filled by fresh election from the constituency concerned or by nomination by the Central Government, as the case may be, and the person elected or nominated to fill the vacancy shall hold office until the dissolution of the Council: Provided that no election shall be held to fill a casual vacancy occurring within six months prior to the date of the expiration of the term of the Council, but such a vacancy may be filled by nomination by the Central Government after consultation with the President of the Council. (4) No act done by the Council shall be called in question on the ground merely of the existence of any vacancy in, or defect in the constitution of, the Council. Duration and dissolution of the Council. 14. (1) The duration of any Council constituted under this Act shall be three years from the date of its first meeting. (2) Notwithstanding the expiration of the duration of a Council (thereafter in this sub-section referred to as the former Council), the former Council shall continue to exercise its functions under this Act until a new Council is constituted in accordance with the provisions of this Act and on such constitution the former Council shall stand dissolved. Functions of the Council. 15. (1) The duty of carrying out the provisions of this Act shall be vested in the Council. (2) In particular, and without prejudice to the generality of the foregoing power, the duties of the Council shall include- (a) the prescribing of the standards for, and conduct of examinations for enrolment of candidates in the Register and of the fees therefor; (b) the registration and training of students; (c) the prescribing of qualification for entry in the Register; (d) the recognition of foreign qualifications and training for purposes of enrolment; (e) the granting or refusal of certificates of practice under this Act; (f) the maintenance and publication of a Register of persons qualified to practise as Company Secretaries; (g) the levy and collection of fees from members, examinees and other persons; (h) the removal of names from the Register and restoration to the Register of names which have been removed; (i) the regulation and maintenance of the status and the standards of professional qualifications of members of the Institute; (j) the carrying out, by granting financial assistance to persons other than members of the Council or in any other manner of research in such matters of interest to Company Secretaries as may be prescribed; (k) the maintenance in the prescribed manner of libraries and the publication in the prescribed manner of books and periodicals relating to management of companies and such allied subjects as may be prescribed; (l) the granting of such financial or other assistance to students of the Institute as may be prescribed; (m) the exercise of such disciplinary powers as may be prescribed. Staff, remuneration and allowances. 16. (1) For the efficient performance of its duties and functions the Council shall appoint a Secretary who shall be a member of the Institute and may- (a) appoint such other persons on the staff of the Institute as it deems necessary; (b) prescribe the terms and conditions of service and the scales of pay of the Secretary and other employees of the Institute, including persons who have become employees of the Institute under section 33; (c) fix the allowances of the President, Vice-President and other members of the Council and its Committees. (2) The Secretary of the Institute shall be entitled to participate in the meetings of the Council and the Committees thereof but shall not be entitled to vote thereat. Committees of the Council. 17. (1) The council shall constitute from amongst its members the following Standing Committees, namely:- (a) an Executive Committee; (b) a Disciplinary Committee; and (c) an Examination Committee. (2) The Council may also constitute a Training and Educational Facilities Committee, Professional Research and Publications Committee and such other Committees from amongst its members as it deems necessary for the purpose of carrying out the provisions of this Act. (3) The Executive Committee shall consist of the President and the VicePresident, ex officio, and three other members of the Council elected by the Council. (4) The Disciplinary Committee shall consist of the President, ex officio, one member to be nominated by the Central Government from amongst the members nominated to the Council by that Government and one member to be elected by the Council. (5) The Examination Committee shall consist of the President or the VicePresident, ex officio, as the Council may decide, and two other members of the Council elected by the Council. (6) Notwithstanding anything contained in this section, any Committee formed under sub-section (2), may, with the sanction of the Council co-opt such other members of the Institute not exceeding two-thirds of the total membership of the Committee as the Committee thinks, fit, and any member so co-opted shall be entitled to exercise all the rights of a member of the Committee. (7) Every Committee constituted under this section shall elect its own Chairman: Provided that- (i) where the President is a member of such Committee, he shall be the Chairman of such Committee, and in his absence, the Vice-President, if he is a member of such Committee, shall be its Chairman; and (it) where the President is not a member of such Committee but the VicePresident is a member, he shall be its Chairman. (8) The Standing Committees and other Committees formed under this section shall exercise such functions and be subject to such conditions in the exercise thereof as may be prescribed. Finances of the Council. 18. (1) There shall be established a fund under the management and control of the Council into which shall be paid all moneys (including donations and grants) received by the Council and out 6f which shall be met all expenses including any donations made and liabilities properly incurred by the Council. (2) The Council may invest any money for the time being standing to the credit of the fund in any Government security or in any other security approved by the Central Government. (3) The Council shall keep proper accounts of the funds distinguishing capital from revenue. (4) The annual accounts of the Council shall be subject to audit by a Chartered Accountant in practice within the meaning of the Chartered Accountants Act, 1949 (38 of 1949), to be appointed annually by the Council: Provided that no member of the Council who is a Chartered Accountant or a person who is in. partnership with such member shall be eligible for appointment as an auditor under this sub-section. (5) As soon as may be practicable at the end of each year, but not later than 30th day of September of the year next following, the Council shall cause to be published in the Gazette of India a copy of the audited accounts and the report of the Council for that year and copies of the said accounts and report shall be forwarded to the Central Government and to all the members of the Institute. (6) Subject to such directions as the Central Government may, by order in writing, make in this behalf, the Council may borrow- (a) any money required for meeting its liabilities on capital account on the security of the fund or on the security of any other assets for the time being belonging to it; or (b) for the purpose of meeting current liabilities pending the receipt of income by way of temporary loan or over-draft.
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