The Chartered Institute of Educational Assessors is a registered charity that was incorporated by royal assent in December 2007. 

The constitution of the Institute is contained in its Royal Charter and its Bylaws. The Royal Charter describes the broad aims and objectives of the Institute. The Bylaws provide greater detail about the composition of the board, its membership grades, its committees as well as the roles of both President and Chair. 

Along with these documents the CIEA is also governed by its Rules which describe the way in which it carries out its functions with regard to, for example, its elections to the Board. 

These changes do not affect the Royal Charter document.

Proposed Changes                             

The existing Bylaws are presented in the attached document entitled 'Bylaws current', and the proposed changes can be seen in the attached document entitled 'Bylaws proposed'. 

As well as simplifying some of the existing clauses in the Bylaws, contained in the first section entitled 'Interpretation', the revision also addresses any conflicts arising between different clauses of the Bylaws, and outlines some substantive changes.

Download PDF of Current Bylaws.

Download PDF of Proposed Bylaws.  

The substantive changes include: 

Section 1 - Interpretation

Clause 2 (ii) has been amended with the addition of the examiners after the auditors. This allows for charitable law where smaller charities are subject to an examination of their financial accounts rather than a full audit. 

Clause 2 (iii) has been amended to take out the reference to the Interim board, in recognition that the Institute now no longer requires to be serviced by an Interim, board and has moved to a full board. 

Clause 2 (iv) has amended the word Byelaws to Bylaws, without the additional letter e, to bring it into line with other references throughout the document. 

Clause 2 (vi) has been amended. This clause interpreted the title 'Chief Executive' to mean 'Chief Executive' and was felt to be an obvious and therefore superfluous clause. 

The rest of the clauses in the section have been renumbered following the deletion of this clause. 

Similarly Clause 2(x) and 2 (xi) which interpreted the title of 'President' and the 'Seal' of the Institute have been deleted for the same reasons. 

Clause 2 (ix) refers to writing and an addition to allow for any electronic form has been made to recognise that modern communication includes electronic forms such as email. 

The new Clause 2 (x) introduces an interpretation of the term 'Extraordinary General Meeting' as distinct from and Annual General Meeting recognising that the two types of meeting are different in nature.   

The new Clause 2 (xi) interprets the words 'Special Business' and is an addition which brings the Bylaws into line with other charities' constitutional documents. 

The new Clause 2 (xii) allows for multiple uses of the same term in line with other charities' constitutional documents.

Section 2  - Voting Members  

Clause 3 has simplified the names of the voting categories of members by the deletion of the obvious references between the grade and name of each category. 

Clauses 4 through to10 have had the term 'of the Institute' deleted from each clause where it arose as the entire document refers to the Institute. It was therefore believed that this term was superfluous. 

Similarly the term 'if any' arising in Clauses 5 and 8 have also been removed.

 In Clause 5 the reference to members of staff deputed by the Chief Executive has been removed to allow for the fact that the Board appoints the Chief Executive and the Chief Executive in turn appoints the management team as they each see fit. 

Clause 7 the term 'each year' has been removed to recognise that casual vacancies to the board do arise which may involve there being more frequent elections than annually. 

Under Clause 9 (a and b) the need for a separate registration authority to determine the application of criteria for admission to the Institute, has been withdrawn.

The rationale for this is to reduce complexity by having the CEO and the management team implement the admission criteria to the Institute which the Board has previously agreed.  

Any appeal against the decision of the Institute will now be made to the President who has not taken part determining admission criteria for membership.

Clause 9 (c) allows for the appointment of a person independent to the Institute to sit on its disciplinary committee.

Section 3 - Determination of Corporate Membership of the Institute 

In Clauses 11 and 12, references to the term 'of the Institute have been removed for the reasons given above. 

Clause 12 the addition of the term ' following disciplinary proceedings' has been added to recognise the processes of the Institute. 

Clause 12 (iii) the superfluous term 'if any' has been removed.

Section 4 - Companionship 

Clause 14, a capital letter 'M' has been added to the term 'Membership', and the term 'shall not use any designatory suffix' has been added to recognise the status of a Companion as being non-corporate.

Section 5 - Affiliates 

Clause 15 the specific requirement of the member to pay a subscription has been replaced by a wider undertaking to adhere to any such requirement as the Board shall decide.

Section 6 - Students

Clause 16 recognises that this grade of member is non-voting and the requirements have been amended as per Clause 15 for consistency.

Section 7 - General Meetings 

Throughout this section the superfluous term 'of the Institute has been removed where it arose.  

Clause 17, the number 15 has been amended in its written form. 

Clause 18 the number of voting members who can call a meeting has been reduced from 10% of voting members to 5% to bring the constitution into line with other membership bodies. 

Clause 19, the number 21 has been amended in its written form. 

Clause 22 the superfluous term' monies owing by him', has been removed. 

Clause 24, the rules governing voting by Proxy have been moved, unchanged, from the Bylaws to the Rules of the Institute.

The rest of the Clauses in this section through to the end of the Bylaws have been renumbered accordingly.

Clause 27 (iii) the term 'Full Member' has been amended to read 'Member' for clarification purposes. 

Clause 29, the term 'as a result of the vote' has been included for clarification purposes.

Section 8 - the Board 

Clause 34, currently the number of Trustees eligible to sit on the board is thirteen, six of whom are directly-elected from the membership, six of whom are co-opted from organisations and an independent Chair. 

The Board wishes to change the number of Trustees to not less than three and not more than six elected from the membership or co-opted, along with an independent Chair. 

This change allows for a variable sized of Board which recognises the difficulty some members have had in attracting support for their election as Trustees. 

As the current Board still wish to maintain the balance of Trustees in favour of elected members, they are proposing that the number of Trustees will vary within specific parameters dependent on the number of elected members the Board attracts. 

In addition to this its is proposed that that a co-option to the Board will be for a period of one year, and the co-optee will attend meetings in an individual capacity and not representing any organisation.   

Clause 35, the word 'within' has been added for clarification purposes and an overriding diversity clause has been retained in recognition that this is a statutory duty and best practice. 

Throughout this section and others, references to the superfluous term 'of the Institute' have been removed. 

Clause 38, members who have stood for two consecutive terms will now be required to stand down for a period of one year before seeking re-election. This brings the constitution into line with other professional bodies and charities, and also allows the Board to bring through a wider numb er of different members as Trustees. 

Clause 39 recognises the status of interim elections as they relate to 'casual vacancies' to the Board which is a legal term.

Section 9 - Powers of the Board 

Clause 41, the term 'bona fide' has been included to recognise that any Trustee who has exercised their duties in a reasonable manner according to statutory law, should be indemnified by the Institute for their actions.

Section 10 - Proceedings of the Board  

Clause 42, the Boards' quorum is currently six Trustees. In line with the proposed change to move the board from a fixed number of Trustees to a variable number, the Board wishes to maintain the same proportion of Trustees making up the quorum. 

The quorum has therefore been amended to move from a fixed number of trustees (six), to a variable percentage (50%) of the Board. 

The frequency of meetings is set at a minimum of three times a year, allowing the board to meet more frequently if it so wishes.

Clause 43 has been amended to read that in the case of a tie of votes among Trustees then the Chair shall have a second and casting vote.. 

Clause 44 has been amended so that the number of Trustees who can call a meeting has been reduced from six to four, representing around one third of the size of the board. However the requirements for the Board to be quorate, and for all members to be notified of such meetings, including the Chair, still stand. 

Clause 45 allows for the situation of the Chair is unwilling to preside but in attendance at a meeting. 

Clause 46 includes the addition of 'bona fide' which relates to the collective actions of the Board as it does to individual Trustees. 

Clause 47 had been amended to relate the minutes of Board meetings to proper proceedings. 

Clause 48 has been amended to delete the form of the resolution which has been included in Clause 2 (ix) in the Interpretations.

Section 11 - Committees 

Clause 50, rules governing the functions and powers of committees has now been included in the Rules and removed from the Bylaws to allow the Board flexibility over the form and type of committees it deems necessary to exercise its function.

Section 12 - Disqualification of Trustees 

Clause 51, references to the audit committee have been removed from the Bylaws and are now to be published in the Rules as per Clause 50 above.

Section 13 - President 

Clause 52, the term 'of the institute' has been removed from this section. 

Clause 53, the reference to corporate membership has been removed from this section to allow the Board freedom in appointing the President. 

Clause 54, responsibilities for which the President is not responsible have been removed for clarification purposes.

Section 14 - Chief Executive 

Clause 57, the responsibilities of the Chief Executive are enshrined in charitable law and therefore its is not necessary to repeat the responsibilities in this section and therefore the reference has been removed.

Section 15 - Audit 

Clause 62, in line with other charities, the name of the Institute's accounts has been amended to 'income and expenditure'.

Section 16 - Rules 

Clause 64, the reference to the Board has been amended from the 'Council'.   

Following these amendments, we want to hear your views on these changes. 

Please answer the questions in the consultation questionnaire (link below) and return to us at the Institute by 30^th May 2011.

Go to the online consultation questionnaire. 

Download a hardcopy version of the consultation questionnaire.