The Chartered IIA is a body incorporated under a Royal Charter. Until 2010 it was a registered company, but in that year it achieved chartered status and the assets, liabilities and members of the company were transferred to the new chartered body.
The role of the directors is set out in the Charter and Byelaws. They are responsible for all aspects for the control and management of the Chartered IIA. The role is akin to that of the directors of a registered company.
Currently the Council comprises a maximum of 15 directors. There may be up to four categories of directors:
Council members (with the exception of the Chief Executive) must not receive payments for work undertaken for the Chartered IIA. Council members must also not be partners or company directors of any organisation that has contracts with the Chartered IIA. A person will not be eligible for election to Council if he/she is in this position.
Elected directors, who must be voting members, are elected by the voting members to take office following the Annual General Meeting. One third of the Elected directors (i.e. three) are elected each year.
Directors at Large, who must be voting members, are nominated by the Council and appointed by the membership at the Annual General Meeting.
The Co-opted directors are appointed by decision of the Council and need not be members of the Chartered IIA.
The President (who also acts as Chairman of the Council), the Deputy President, and the Chairman of the Audit Committee, are elected from the existing directors. They are nominated by the Council and voted on at the AGM by the members.
One third of the Elected directors must retire each year (but can stand for re-election) and the term of office is usually three years.
Directors at Large can also serve a term of up to three years from the date of the Annual General Meeting at which they are appointed.
Co-opted directors must be appointed annually.
Directors have a maximum service of six years and may not serve again until two years has elapsed.
Any previous Council member who has not served for a period of two years will have all previous service disregarded.
The Council is the governing body of the Chartered IIA and is responsible to the members for managing the business and affairs of the Chartered IIA. Its role is essentially strategic, and operational and day-to-day management of the organisation is delegated to the Chief Executive. In summary, the Council is responsible for:
The members of the Chartered IIA Council have overall responsibility for the affairs of the Institute. Directors are expected to:
Chartered IIA Council members are the equivalent of company directors and have the legal duties and responsibilities that accompany this role. The directors are agents of the Chartered IIA, and as agents, have:
Whereas the powers of the directors are exercised collectively, the duties are owed individually.
As the Chartered IIA is an incorporated body, this limits the liability for directors. The Chartered IIA also provides directors and Officers Indemnity Insurance for the directors. Liability should therefore only be an issue where a Director has acted negligently and breached either his or her fiduciary duty, or duty of skill and care. Therefore acting honestly, reasonably and with due diligence will protect the Director.
Council meets approximately 5 times each year. Meetings are during working hours and usually last between three and four hours. As well as attending the meetings, Directors need to have time to prepare for them, and to read the papers. Directors are also expected to join at least one committee, which usually meet between four and five times each year.
Expenses are paid for attendance at Council and committee meetings, but this is, otherwise, a voluntary unpaid position.