1-1 Function of Code:
The functions of the Code of Rules for the Irish Institute of Legal Executives Limited, (hereinafter called "the Institute") are focused towards the operation and administration of the Institute, (which is defined as "The Company" in Article 1 of the Memorandum of Association) firstly by:
1. Itself as a body
2. The Council Members (who are the Directors of the Company in Article 1) and secondly the role and conduct of members in the Institute.
1-1.1 Central Council:
The Central Council is the governing body of the Institute and is the body described as "the Council" in the Code of Rules and the Memorandum of Association. The Central Council must hold a minimum of quarterly meetings each year at a day within the second week of the months of March, May, September, and November of each year.
1-1.2 Regional Councils:
Each Region may have its' own Council being a sub committee of the Central Council called a Regional Council. Each Regional Council will have a maximum serving membership of fifteen and:
1. Each Regional Council will have the same powers subject to the authority of the Central Council.
2. Each Regional Council will be governed by the same rules and regulations of the Central Council except that:
(a) All decisions recorded must be ratified and approved by the Central Council.
(b) Each Regional Council must hold a minimum of seven meetings in each year at one day in the first week of the months of February, April, June, July, August, October and December.
(c) The period of continuous service as defined is extended to six years on the Regional Council but remains three years on the Central Council.
1-1.3 Membership of the Central Council:
To qualify as a member of Central Council:
1. Each member must be a serving member of a regional Council
2. The number of representative regional Council members will be determined by the proportion of the number of members represented as a percentage (rounded downwards) of the total membership of the Institute as registered in the previous membership year, in addition to the existing regulations of the Institute.
1-1.4 Monthly Meetings:
In effect the sum total meetings held by both the Central and Regional Councils and the Annual General Meeting of the Members is the equivalent of twelve monthly meetings in each year as required.
The Code of Rules is intended to allow the Institute and its Members the flexibility to adapt and change. The Memorandum and Articles of Association are designed to retain simplicity of purpose whilst maintaining the maximum freedom to develop the Institute within the minimum constraints of the Companies Acts.
1-3 Articles of Association:
The Code of Rules is referred to specifically in articles 4, 5, 6, 7, 8h, and 9c of the Institute's Memorandum and Articles of Association. The Articles referred to above are the Articles referred to herein.
1-4 Authority of Code of Rules:
Under Article 4 the authority of the Code of Rules is subject to the provisions of the Companies Acts and the law. In other words, the authority of the provisions of Irish Statutory Law, common law and the terms set out in the provisions of the Memorandum and Articles of Association together with the provisions of Table C of the Companies Acts adopted, have priority in rule over any rule in this Code of Rules.
1-5 Representation by and Authority of a Member:
All authority and actions of a member is subject to the terms of the Memorandum and Articles of Association. No member may represent or act on behalf of the Institute except as mandated generally or specially from a decision of the majority of Council members at a valid Council meeting or from a decision of the majority of members present at a valid general meeting of members.
1-6 Fundamental position of Code of Rules:
Article 5 gives the Code of Rules a fundamental position in the running of the Institute as one cannot qualify as a member of the Institute except as stated under the Code of Rules. Therefore nobody can hold any position in the Institute unless they qualify under the rules and under Article 9c of the Articles of Association are bound by the Rules.
2-1 Council Membership:
Article 6 extends Article 5, of the Articles of Association, in respect of the nominees to be elected as Council members. Furthermore if a person is co-opted by Council or by the members at a general meeting they cannot exercise any such authority unless a valid member of the Institute.
2-2 Change of Rules or Memorandum and Articles of Association:
A change to the Memorandum and Articles of Association under the provisions of the Companies Acts requires a special resolution passed at a general meeting of members properly convened, and the amended Memorandum and Articles together with the appropriate form filed in the companies office as required. A change in any rule of the Code of Rules should conform to the requirements of the Companies Acts.
2-3 Definition of Institutes Administration:
The Irish Institute of Legal Executives Limited is a company limited by guarantee not having a share capital whose members are governed by it's Memorandum and Articles of Association and it's Code of Rules. Whose executive officers form a management Council elected at each Annual General Meeting or otherwise, to represent it's, members, administer the company, and to maintain and uphold the Code of Rules of the Institute.
2-4 Definition of Institutes Role:
The Institute's role as a body governs the entry to the profession of its' members, providing education and training of Legal Executives, conferring awards on its' members, developing the position of Legal Executives in the legal profession and legal areas, gaining recognition and respect for the members of the Institute.
2-5 Definition of a Legal Executive:
A Legal Executive is a professional person who is a member of the Institute, who assists in the operation of general and special legal matters with solicitors, barristers, in the Courts of Ireland and within any other areas of commercial and legal practise, according to the highest standards of integrity and conduct as required, by the legal profession, the Code of Rules of the Institute, and the laws of Ireland.
2-6 Definition of Membership:
A member of the Institute is a person who has been approved for membership by the Council of the Institute, who is issued with a current certificate as a paid up member, in each and every year of membership and abides by all provisions of the Code of Rules herein and the terms of the Memorandum and Articles of Association of the Institute at all times.
3-1 Annual Practising Certificate:
No member should be allowed use the title of legal executive with titled letters of the Institute unless that member holds a current annual practising certificate. Annual practising certificates are issued only to the categories of members of the Institute as approved by a majority decision of the Council at a properly convened meeting and whose membership subscription has been paid to date.
3-2 Levels of Membership:
There are five main levels of membership of the Institute with the appropriate titled letters as follows:-
1. Fellowship Member F.I.I.L.Ex.
2. Senior Legal Executive Member S.I.I.L.Ex.
3. Legal Executive Member M.I.I.L.Ex.
4. Associate Member A.I.I.L.Ex.
5. Student Legal Executive Member
3-3 Membership Qualifications:
The requirements to qualify for Membership is as follows:-
1. Fellowship Members F.I.I.L.Ex.
This category of Membership represents founder members. Per Special Resolution adopted on 17th August 2007, this category also applies to anyone who sits on Council for three years or more from this date. They are then awarded the title of Fellow.
The requirements are as follows:-
(a) This level of Membership represents founder members and is now closed.
(b) Honorary Fellowships - Awarded as proposed to Council.
(c) Life Members - A Council award for special services.
2. Senior Legal Executive Member S.I.I.L.E.x.
This level represents a person who has reached a defined level of expertise, academic achievement and practical experience.
The requirements are as follows:-
(a) University Law Degree/Diploma from the educational bodies recognised by the Institute.
(b) Certificate(s) of attendance of a minimum total period of ten years from employer(s) on the Institutes' standard form.
(c) Submitted paper on specialist subject approved by the Council for publication to existing Members.
(d) Ten years continuous full membership of the Institute.
(e) An oral Interview with two serving Council Members (if requested by Council).
(f) Completed application for approval by Council.
3. Legal Executive Member M.I.I.L.E.x.
This level represents a person who has reached the required standard of Membership, and has been awarded full Membership.
The requirements are as follows:-
(a) University Law Degree or Diploma from the educational bodies recognised by the Institute.
(b) Affidavit of Fitness and Certificate(s) of Attendance from employer(s) of a minimum total period of three continuous years on the Institute's standard form (does not apply to student members).
(c) Oral interview with two Council Members (if requested by Council).
(d) Completed application for approval by Council.
4. Student Legal Executive Member
A student member may attend and speak at general meetings, but is not entitled to vote.
The requirements are as follows:-
(a) Must be attending an approved law course of study at a recognised educational body.
(b) Must submit an application form for approval by Council with an application fee of twenty five euro (non-refundable).
(c) Attend an interview with two Council Members (if requested by Council).
(d) Submit the names and addresses of two referees.
(e) Submit copy birth certificate and two passport type photographs.
(f) Copy secondary leaving certificate or equivalent.
5. Associate Member
This category of membership represents a member who can be either a law clerk or a person with a reasonable amount of practical experience in a Legal environment or a legal Secretary whose duties extend beyond normal secretarial duties with a sound knowledge of practice and procedure as would be expected of a law clerk and who is committed to an acceptable course of study. An associate member may attend and speak at general meetings, but is not entitled to vote.
3-4 New Members:
Applications for membership must be on the appropriate Institute standard application form with the requirements mentioned therein. An applicant may be requested to submit to an interview as required by the membership officers or the Council members appointed at a properly convened Council meeting.
3-4.1 Entry discretion of Council:
Notwithstanding provisions of entry requirement for membership, the Council is empowered to waive such requirements as it shall deem fit in considering any application for membership providing the decision to make and grant such a waiver is made by a majority of the serving Council members at a properly convened Council meeting as per the Code of Rules.
3-5 Qualified Nominee:
A person must be a fully paid-up member of the Institute to qualify as a nominee for election to the Council and to be elected as a Council member of the Institute.
3-6 Election of a Nominee:
A nominee can only be elected to the Council as a member at a properly convened general meeting or upon a decision of co-option made by a majority of the serving Council members (who may not be less than five such Council members) to fill a vacancy created during term of office.
3-7 Proposal of a Nominee:
A nominee must be proposed to the out going Council before the general meeting to be held to elect new Council members or the nominee will not qualify for election. A nominee's name properly proposed for election must be published to all members on the ballot paper attached to the notice for the holding of a general meeting to qualify for election.
4-1 Sufficient or Insufficient Council:
Where there are the same numbers of nominees for election to Council as there are vacancies then all of the nominees are automatically deemed elected without the necessity of a ballot at a general meeting. Where there are not fifteen members proposed to elect a new Council but there are more than five qualified Council members elected at a general meeting then the elected members may co-opt the remaining members required at subsequent meetings to fill the vacancies in the Council.
4-2 Valid Ballot Paper:
A member is also entitled to cast a vote on behalf of another member or members providing he holds that member's ballot paper assigned by the owner to the holder member. Alternatively, a member may cast his vote by proxy, indicating his wishes or not, on the ballot paper without attending the meeting and sending it by post or otherwise. Where a member votes by proxy or through another member by assignment, he may indicate his wishes on the ballot paper but his votes are limited in number to the amount of vacancies for election to the Council.
4-2.1 Holder of a Ballot Paper:
Each member is entitled to hold a ballot paper where it is necessary to vote at a general meeting. A member can only cast one vote in a ballot of resolutions or in the election of a Council member at a general meeting or using the prescribed ballot paper except as described elsewhere within the code of rules. If a member fails to receive a ballot paper he cannot vote at the general meeting. If a member fails to receive a ballot paper by some accident and without deliberate intention by the officers of the Council the resolutions and election of officers may not be deemed invalid.
4-3 Proxy and Assigned Ballot Papers:
A member is also entitled to cast a vote on behalf of another member or members providing he holds that member's ballot paper assigned by the owner to the holder member. Alternatively, a member may cast his vote by proxy, indicating his wishes or not, on the Ballot Paper without attending the meeting and sending it by post or otherwise. Where a member votes by proxy or through another member by assignment, he may indicate his wishes on the Ballot Paper but his votes are limited in number to the amount of vacancies for election to the Council.
4-4 Order of Nominees on Ballot Paper:
The order of appearance of resolutions or nominees for election may not be alphabetical or specific but as received by the Council member in charge of the preparation of the ballot papers for election at that general meeting.
4-5 Voting Method:
All voting is completed by a show of hands holding the official ballot paper and the number is added to the votes made on the proxy ballot papers received by the Council previously. A person who does not declare the number of assigned ballot papers held before voting will be counted as if he held one ballot paper. Where there are more nominees than vacancies for election, then the ballot papers must be completed by the holder indicating his/her votes on the ballot paper and returning it to the Secretary for counting.
4-6 Maximum Term of Service:
No Council member is allowed serve more than three continuous years service without the consent of members at an election held at a general meeting, except where it is necessary solely to elect or, co-opt new members where sufficient vacancies remain unfilled at an election or the Institute is being wound up or liquidated. An elected Council Member must seek re-election after serving three continuous years of service as a member or officer of the Council. A member may not be elected by co-option after serving three continuous years as a Council member.
4-7 Quorum of Council Members:
Article 8c of the Articles of Association states that "the maximum and minimum number of Council members shall be fifteen" and article 8g of the Articles of Association states that the minimum quorum for a valid meeting is a majority of the serving Council members but not less than five such Council members.
4-8 Valid Decisions:
Article 8g also states that "no decision made by the Council is valid unless it is made by a majority of all the Council members". Therefore if a meeting is convened with a minimum quorum of a majority of serving Council members who may not be less than five such Council members then a majority vote of five may constitute a valid decision.
4-9 Election of Officers:
All officers of the Council will be elected by a majority of the Council members at the first meeting of the Council after the Annual General Meeting each year. Each nomination of an officer will have to be proposed and a seconded by a member who is not a nominee for the office then being proposed, before an appointment for a particular office can be made by the Council.
4-10 Officers Positions:
The Officers Positions of appointment will be as follows:-
President, Chairman, Secretary, Treasurer, Membership Officer, Educational Officer, Communications Officer.
4-11 Office and Staff:
Council is authorised to acquire suitable office accommodation and employ the necessary full time, part time, or temporary staff as Council may decide.
4-12 Serving Council Member:
A serving Council member is defined as a properly elected or properly co-opted Council member who has not failed to attend three continuous properly convened monthly Council meetings.
The number of members of Council required to make a quorum necessary is a majority of the elected and serving Council member. Any decisions made are valid when decided by a majority of that number of serving Council members providing that the number of serving Council members is not less than five other than those decisions that directly change the Code of Rules.
4-13 Decisions changing the Code of Rules:
Any decision to change the Code of Rules require a majority decision with a minimum quorum of not less than eight serving Council members at the deciding meeting and such decisions must be ratified and proposed at the following Annual General Meeting of the Institute.
5-1 Agenda of Meetings:
The agenda for all Council meetings is to be prepared by the Secretary, subject to the approval of the Chairman. The standard agenda is as follows:-
1. Approval of Minutes of last meeting.
2. Treasurer's Report.
3. Secretary's Report
4. Motion, Proposals, and Reports.
5. Set date and time for next meeting.
5-2 Reports on time:
All reports, motions, and proposals must be submitted by Council members or other members in writing (preferably with a copy for each Council member) to the Secretary eight days prior to the meeting before they can be included in the agenda for that meeting and circulated to other members beforehand. Any matter submitted at the meeting may be referred to the next meeting at the discretion of the Chairman.
5-3 Member's Expenses:
Any member who incurs expenses in carrying out the business of the Institute, as approved by a majority of the Council members, or to be approved by a majority of the Council members, must submit an invoice for same to the Treasurer for payment seven days prior to the next meeting of Council.
5-4 Officers Responsibilities:
President Standards - Code of Rules- identity and recognition - other organisations.
Chairperson Secretarial - treasury - organisation - social affairs.
Membership Officer Applications - development - branches - regions.
Educational Officer Courses - lectures - seminars - library.
Communications Officer Newsletters - information - public relations - feedback.
• To promote and develop the identity and recognition of the Institute and the role of a legal executive.
• To maintain the highest standards of practise by the Institute and legal executives.
• To manage the review of codes of practise in all areas of the Institute.
• To represent the Institute and legal executives at the highest levels in attending all business and social functions.
• To foster, promote and pursue the best interests of the Institute with all other bodies to enhance the status of legal executives at all business, social and educational levels.
• To manage all meetings and co-ordinate effective and productive business within the Institute.
• To attend all Council Meetings and ensure that all Council members are allowed a reasonable expression of their efforts.
• To encourage and motivate a high level of participation of all Council members.
• To manage the throughput of all business of the Institute fairly and impartially.
• To provide the circumstances and create an atmosphere among all Council members that fosters a spirit of goodwill and co-operation.
• To circulate information at all meetings within the appropriate times.
• To ensure that Minutes are made of all meetings in the content and format prescribed by the Code of Rules.
• To give a report at each Council or general meeting as described herein.
• To act as director and Secretary of the Institute in all other matters as required by the regulations of the Companies Acts.
5-5 Circulation of Information - Council Meetings:
The Secretary must circulate all the members with a copy of the agenda, Minutes, reports, motions, and proposals seven days prior to the meeting. Members will be expected to have studied and read all of these documents to ensure informed and speedy decisions.
5-5.1 Contents of Secretary's Minutes:
The Secretary's Minutes will only record the attendance of members, correspondence, proposals, reports, motions and decisions. Any other incidental matters or statements will be noted on request. The most writing should be made in "any other business" or "matters arising from the Minutes" but they should be BRIEF.
5-5.2 Format of Secretary's Minutes:
The Minutes should state the date, place, and names of members present (including apologies received) at the meeting held, the agenda of the meeting being recorded followed by:
1. Approval of Minutes of last meeting and matters arising.
2. Treasurer's report.
3. Secretary's report.
4. Motions, proposals, and reports (what ever they were).
5. Any other business.
6. Set date and time for next meeting.
Use of Agenda in Format in Secretary's Minutes - This agenda should not be confused with the agenda for the next meeting to be held. The agenda for the next meeting to be held (when approved by the person managing the meeting) should be typed on a separate sheet of paper attached to the Minutes of the previous meeting being circulated to the Council members seven days prior to the next meeting together with copies of all reports, motions, and proposals submitted in writing (preferably with a copy for each Council member). The headings of the agenda followed at a meeting should be used as headings in the layout of the Minutes.
5-5.3 Examples of contents of Secretary's Minutes:
1. Minutes: - The Secretary need only say "the Minutes of the last meeting were approved without any amendments" and can make a short note before typing them "no amendments". If there are amendments, to save the Secretary writing them down if necessary, the Secretary should ask the Member who requested the amendment to hand over a note of the correct wording to be recorded sometime before the end of the meeting.
The Secretary's Report should deal mainly with correspondence and communications received and sent.
2. Treasurer's Report: - The Treasurer will report with the closing balance of moneys held in the bank accounts up to the last day of the previous month, a statement of payments and receipts up to the same date for the preceding month, a list of outstanding payments to be passed by the Council (including the petty cash limit). The monthly statement should be a standard format.
The Treasurer is to be responsible and account for all moneys received to the credit of the Institute as required by the Companies Acts and under the provisions of the Memorandum and Articles of Association of the Institute.
5-6.1 Treasurer's Functions:
• To publish a Monthly Statement and Report as described herein.
• To deal and assist with the Institute's appointed Auditors in all matters on behalf of the Council.
5-7 Company Mandate:
The Treasurer is responsible to ensure that all financial transactions are completed in accordance with the terms the company's bank mandates and are properly completed annually to show the authorised signatories for all such financial transactions as are decided and agreed at Council meetings for this purpose.
5-7.1 Treasurer's General Report:
The Treasurer will report with the closing balance of moneys held in bank accounts up to the last day of the previous month, a statement of payments and receipts up to the same date for the preceding month, a list of outstanding payments to be passed by the Council (including the petty cash limit).
5-7.2 Treasurer's Report Details:
To present a monthly statement at each monthly Council meeting as laid down in the Memorandum and Articles of Association showing the opening balance, receipts, payments, and closing balance in that order for the previous months transactions. Whilst the amount held in the petty cash account should be included in the closing and opening balance, the balance of moneys in the petty cash account should be stated separately in each report.
5-8 Moneys received by the Institute and Treasurer:
All monies received from any place must be acknowledged stating the amount received. The Secretary must complete the letters of acknowledgement to each member or alternatively a standard letter from the Treasurer must be copied to the Secretary.
5-9 Treasurer's Records:
All receipt slips, bank lodgement slips, cheque statements, and invoices must be retained and filed separately in date order by the Treasurer.
5-10 Treasurer's and Institute's Lodgements and Payments:
All monies received must be lodged in the Institute's Bank account(s) (current, deposit, or building society) and have a lodgement slip for each lodgement, all payments must be made by cheque only, except for the petty cash account where the drawings must be made by cheque, and payments must be made by cash.
5-11 Treasurer's Petty Cash Account:
The petty cash book should record all petty cash payments made, the date of payment, and the amount of payment as well as being initialled by the receiver to acknowledge receipt thereof. Invoices or other documents are necessary to account for these transactions.
5-12 Treasurer's Petty Cash Limit:
The Council should from time to time, according to the recommendation of the Treasurer at a properly convened Council meeting, the current limit at any time of the petty cash account.
5-13 Bank Statements:
The Treasurer is responsible for the management of the account statements of the bank and building society and should be available to present the books for inspection at any time when properly requested and at any Annual General Meeting or Extraordinary General Meeting.
5-14 Production of Accounts and Books:
If the Treasurer fails to produce the accounts and books as required within fourteen days from the date of first request, a proposal for the resignation of the Treasurer must be decided automatically at the next Council meeting. If Council fail to make a decision then the Treasurer must cease office and Council must elect a new Treasurer at the next Council meeting. Should Council fail to elect a Treasurer at that meeting then an Extraordinary General Meeting must be called to allow the members decide on a new Treasurer.
5-15 Inspection of Books by a Member:
A member of the Institute is entitled to inspect books, accounts, and statements providing the Treasurer receives not less than seven days notice in writing. The Treasurer may limit the number of separate inspections to twelve in a single year of account. Therefore, if more than one member has applied for the inspection, members may be grouped together at the Treasurer's convenience.
5-16 Limitation of Book Audit's:
The Treasurer may limit the number of separate audits to six in a single year of accounts. Therefore, if more than one member has applied for an audit, members may be grouped together at the Treasurer's convenience.
5-17 Auditor's and Annual General Meetings:
The Treasurer is obliged to produce the auditors' report and audited accounts, the names of the proposed auditors for the coming year, and the proposed amount of the next years annual subscription.
The Council is obliged inter alia to publish a minimum of two newsletters in each year the first within four months of election, the second within eight months of election. The newsletter may coincide with some other notice or written communication to the body of members.