Institute of Chartered Accountants of Bermuda By-Laws 2006
Title 30
Laws of Bermuda Item 6(a)



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BR 91 / 2006

INSTITUTE OF CHARTERED ACCOUNTANTS OF BERMUDA
ACT 1973

1973 : 93

INSTITUTE OF CHARTERED ACCOUNTANTS OF BERMUDA
BY-LAWS 2006

ARRANGEMENT OF SECTIONS

1 Citation
2 Interpretation
3 Interpretation Bulletins
4 General

Membership

5 Admission of individual to
membership

6 Admission of company to
membership

7 Re-admission of former
member to membership

8 Resignation from
membership

9 Certificate of membership
10 Former member has no

interest in or claim
against property

11 Special provision for
admission or individual to
membership

12 Admission to fellowship
13 Bankruptcy of a member
14 Mental incompetence of a

member
15 Corporate Member
16 False or misleading

application
17 Suspension of a member

Council, Nominating Committee,
Officers and Auditor

18 Council
19 Nominating committee,

nominations
20 Election of the Council
21 Election of Officers
22 Meetings of the Council

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23 The Chair
24 The Secretary
25 The Treasurer
26 Appointment of Auditor
27 President and Chief

Executive Officer

Executive Committee

28 Executive Committee
29 Functions
30 Meeting of executive

committee
31 Role of council

Meetings

32 Procedure at meetings
33 Notice
34 Annual General Meetings
35 Other General Meetings
36 Adjournment
37 Quorum and Voting
38 Proxy
39 Postal Ballots

Committees

40 Appointment of
Committees

41 Practice Inspection
Committee

Indemnification

42 Indemnification
43 Reimbursement of

expenses

Fees

44 Prescriptional fees
45 Admission or re-

admission fee
46 Classes of membership
47 Failure to pay fees

Banking and Authorized
Signatures

48 Banking
49 Authorized signatures

Mandatory Professional Liability
Insurance

50 Professional liability
insurance

Practice Names

51 Registration,
authorization for use

Registered Students

52 Registration
53 Rules
54 Student society
55 Prescription of courses of

study
56 Courses of study
57 Examinations
58 Experience requirements

Continuing Professional
Development

59 Definitions
60 Obligations of members
61 CDP Committee
62 Exemption from CPD

obligation
63 Commencement of CPD

obligation
64 Failure to meet CPD

obligation
65 Transitional

Approval of offices to employ
students

66 Rules and regulations

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67 Obligations of members
who employ students

Rules of professional conduct

68 Council may make rules

Complaints, Charges and
Disciplinary Proceedings

69 Rules of discipline
70 Executive Committee
71 Change by executive

committee

72 Professional Conduct
Committee

73 Discipline Committee
74 Notices
75 Appeal Committee
76 Taking notice not required
77 No cause of action or

complaint
78 Procedure at formal

hearings and appeals
79 Rules of procedure



The Institute of Chartered Accountants of Bermuda, in exercise
of the powers conferred on it by section 7 of the Institute of Chartered
Accountants of Bermuda Act 1973, makes the following By-Laws:

Citation
1 These By-Laws may be cited as the Institute of Chartered
Accountants of Bermuda By-Laws 2006.

Interpretation
2 (1) In these by-laws, unless the context otherwise requires —

“the Act” means The Institute of Chartered Accountants of
Bermuda Act 1973 as amended from time to time;

“by-laws” means these by-laws as amended and in force from
time to time;

“committee” means a committee appointed under the by-laws;

“corporate member” means a member of the Institute that is a
company;

“Council’ means the Council of the Institute;

“Executive Committee” means the Executive Committee of the
Institute;

“financial year” means the financial year of the Institute as
adopted by the Council from time to time;

“firm” means a partnership;

“Institute” means the Institute of Chartered Accountants of
Bermuda as established and constituted under the Act;

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“member” in the context of the Institute means a person who
became a member of the Institute by operation of sections 2
and 12 of the Act or by admission in accordance with one of
by-laws 5, 6, 7 and 11;

“office of the Institute” means the office of the Institute
designated by the Council from time to time by resolution and
by notice to members and students;

“profession” means the profession of chartered accountants in
Bermuda and “professional” refers to that profession;

“provincial institute” means an institute or ordre of chartered
accountants incorporated in any province or territory of
Canada;

“public accountant” has the meaning given to it in the Act;

“public accounting” means services performed by a member
which result in the member being a public accountant;

“rules” and “regulations” means the rules and regulations of the
Institute from time to time in force;

“seal” means the seal of the Institute as adopted by the Council
from time to time by resolution;

“secretary” means the person elected as secretary of the Institute
pursuant to by-law 21(1); and

“student” means a student registered under the by-laws;

and words importing the singular number only include more persons,
parties or things of the same kind than one, and the converse.

(2) Headings are not part of the by-laws and are included only to
assist with reference.

Interpretation Bulletins
3 In addition to all its other powers the Council may by resolution
publish interpretations for the information and guidance of members and
students on matters relating to the by-laws, regulations and rules of
professional conduct.

General
4 (1) Every member and student by making application for
membership or registration and by continuance of membership or
registration shall agree and shall be deemed to have agreed with the
Institute and each of its members to the terms of the by-laws, rules and
regulations of the Institute and all acts or things done thereunder.

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(2) All rules and regulations shall be published and distributed
to all members and students promptly after they are made.

(3) Members and students shall comply with the by-laws, rules
and regulations of the Institute.

Membership

Admission of individual to membership
5 (1) The Council may admit as a member —

(a) any person who is a student who has met the
requirements prescribed by by-law 61; or

(b) any person who is a member in good standing of a
provincial institute/ordre, and has, in the opinion of the
Council, attained a standard of education, training and
experience equivalent to that required of students to
become members; or

(c) any person who meets all of the following
requirements —

(i) is a member in good standing of The Institute of
Chartered Accountants of Scotland, The Institute
of Chartered Accountants in England & Wales,
The Institute of Chartered Accountants in Ireland
or another body having objects similar to those of
the Institute,

(ii) has complied with the recommendations of the
International Qualifications Appraisal Board of the
Canadian Institute of Chartered Accountants
concerning admission to membership in provincial
institutes (except recommendations with respect
to satisfying provincial institute course and
examination requirements, hereinafter referred to
as “transition recommendations”),

(iii) has, in the opinion of the Council, attained a
standard of education, training and experience
equivalent to that required of students to become
members, and

(iv) is resident in Bermuda.

(2) A person admitted to membership under paragraph (1)(c)
shall cease to be a member if, in the opinion of the Council, he or she
has ceased to be resident in Bermuda, provided always that his or her
membership shall not terminate as aforesaid if prior to his or her ceasing

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to be so resident in Bermuda he or she has complied with the transition
recommendations.

Admission of company to membership
6 (1) The Council may admit as a corporate member any
company incorporated in and under the laws of Bermuda where —

(a) a principal object of the company is to practise as a
public accountant in accordance with the Act;

(b) not less than sixty percent of the issued shares in the
capital of the company are registered in the names of
and beneficially owned by one or more individuals each
of whom is a member in good standing of the Institute,
and the remainder (if any) are registered in the names of
and beneficially owned by one or more individuals each
of whom is a member in good standing —

(i) of a provincial institute, the Institute of Chartered
Accountants of Scotland, The Institute of Chartered
Accountants in England and Wales, or The Institute
of Chartered Accountants in Ireland, or

(ii) of another body having objects similar to those of
the Institute and who has complied with the
recommendations of the International
Qualifications Appraisal Board of the Canadian
Institute of Chartered Accountants concerning
admission to membership in provincial institutes
(except recommendations with respect to satisfying
provincial institute course and examination
requirements);

(c) every director of the company is an individual who is a
member in good standing of the Institute; and

(d) none but directors of the company have authority to
issue on behalf of the company, in the course of services
performed by the company in its practice as a public
accountant, an opinion, report or certificate concerning
any financial or accounting statement where a purpose
in performing such services is to enhance the credibility
of such a statement.

(2) Application for admission as a corporate member shall be
made in a form prescribed by the Council, and shall include a
declaration in writing by two directors of the applicant company that the
conditions set out in paragraph (1) are satisfied by the company.

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(3) A corporate member shall enjoy all the rights and privileges,
and be subject to all the obligations, of members of the Institute except
that —

(a) a corporate member shall not be eligible for election to
the Council or to an office;

(b) a corporate member shall not be eligible for appointment
to a nominating committee, a practice inspection
committee, a professional conduct committee, a
discipline committee, an appeal committee or any other
standing or ad hoc committee of the institute, or as a
scrutineer or a proxy; and

(c) a corporate member shall not be entitled to vote on any
matter which may come before a general meeting of the
Institute, or which is the subject of a ballot taken by
mail or electronic means, except a resolution to make,
amend or repeal a by-law, or a rule of professional
conduct, in a manner which will affect differently the
rights, privileges or obligations of corporate members
and of individual members and no such resolution shall
be deemed passed unless passed by a majority of the
votes of both corporate members and individual
members voting thereon.

Re-admission of former member to membership
7 (1) A former member may apply for re-admission as a member
provided such former member —

(a) is not in default of payment of any monies payable to the
Institute or a provincial institute;

(b) has complied with every requirement in any order or
orders made in respect of him or her under one or both
of by-laws 73 and 75, or an equivalent order made under
the by-laws of a provincial institute completed any
outstanding continuing professional development under
by law 60; and

(c) satisfies at least one of the following requirements, that
is to say —

(i) previously became a member by virtue of sections 2
and 12 of the Act,

(ii) was previously admitted as a member by virtue of
by-law 5(1)(a),

(iii) was previously admitted as a member by virtue of
by-law 5(1)(b),

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(iv) was previously admitted a member by virtue of by-
law 5(1)(c) or by-law 11 and —

(aa) is resident in Bermuda, or

(bb) has satisfied the course and examination
requirements in Canadian taxation, law, the
CICA (Handbook and the rules of professional
conduct relating to membership in a
provincial institute, or

(v) was previously admitted as a member by virtue of
by-law 6(1).

(2) Where a former member is precluded by sub-paragraph
(1)(b) from applying for re-admission as a member, the Council shall
have power, in addition to all its other powers —

(a) where the time has expired which was fixed for
compliance with an order or part thereof described in
that sub-clause, to fix a new time for compliance, and

(b) where compliance with a requirement is otherwise
impractical or impossible, to substitute another
requirement which in its opinion is a reasonable
alternative,

each of which shall thereafter stand in place of that fixed in the
order or orders for the purpose of affording such former member
the opportunity of satisfying the requirements of sub-paragraph
1(b).

(3) An application for re-admission as a member shall be in the
form prescribed by the Council, and shall include —

(a) a declaration that the requirements of subparagraphs
(1)(a) and (b) have been satisfied;

(b) a statement as to which of the requirements of sub-
paragraph 1(c) is satisfied;

(c) a declaration in writing by the applicant, or in the case
of a corporate member by each of two directors of the
applicant, that, to the best of such applicant’s or
director’s knowledge and belief, since the applicant’s
termination of, or resignation or expulsion from,
membership the applicant has not engaged in conduct,
other than as specifically described in the declaration,
which, if engaged in by a member, could reasonably be
considered a violation of the rules of professional
conduct; and

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(d) a declaration as to whether the applicant has been a
member in good standing of a provincial institute or
another body having objects similar to those of the
Institute, and if affirmative, then stating —

(i) the name and place of incorporation of such
provincial institute or body;

(ii) the date and manner of cessation of such
membership, if any; and

(iii) whether the applicant has complied with every
requirement in any order or orders made in respect
of the applicant by such provincial institute or
other body.

(4) The Council may investigate any application for re-
admission as a member, and shall do so —

(a) where the applicant was expelled from membership in
the Institute under the terms of an order of a discipline
committee pursuant to by-law 73 or of an appeal
committee pursuant to by-law 75, or the applicant’s
membership was terminated pursuant to by-laws 50 and
64;

(b) where the declaration furnished pursuant to sub-
paragraph (3)(c) describes conduct in which the
applicant has engaged which, if engaged in by a
member, could reasonably be considered a violation of
the rules of professional conduct;

(c) where a complaint has been made about the applicant’s
professional conduct during the time that he or she was
a member, in respect of which proceedings were not
completed because the complaint was made after the
applicant’s termination of, or resignation or expulsion
from, membership in the Institute;

(d) where an objection has been raised to re-admission of
the applicant to membership on grounds of the
applicant’s conduct since the applicant’s termination of,
or resignation or expulsion from, membership;

(e) where the applicant has not held membership in good
standing, within five years of the date of application for
re-admission, in the Institute, a provincial institute, The
Institute of Chartered Accountants of Scotland, The
Institute of Chartered Accountants in England and
Wales, The Institute of Chartered Accountants in

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Ireland, or another body having objects similar to those
of the Institute; or

(f) where the declaration furnished pursuant to
subparagraph 3(d) is affirmative,

and the Council shall have power, in addition to all its other
powers, to appoint a committee of one or more members of the
Institute to conduct or assist in conducting an investigation and
to report, all in such manner as the Council shall prescribe.

(5) In considering an application for re-admission as a member
the Council shall have regard to such circumstances as it may deem
appropriate, which may include —

(a) the information contemplated in paragraphs (3) and (4);
and

(b) its opinion as to whether the applicant is competent to
carry on the practice of public accounting.

(6) After its deliberations pursuant to paragraph (5) the Council
may, subject to the provisions of paragraph (7) —

(a) re-admit the applicant as a member;

(b) defer further action on the application pending fulfilment
by the applicant of such requirements as it may deem
appropriate; or

(c) reject the application.

(7) If the Council finds, upon its investigation pursuant to
paragraph (4), that the application contains information which the
applicant or the directors of the applicant knew, or should have known,
was false or misleading, it shall reject the application for re-admission.

(8) Where a former member is re-admitted as a member having
satisfied the requirements of sub-paragraph (1)(c) solely in terms of
subparagraph (iv)(aa), then by-law 5(2) or by-law 11(2), as the case may
be, shall be deemed to apply to that member.

Resignation from membership
8 (1) A member may present to the Executive Committee a
written application to resign from membership in the Institute, provided
that such an application may not be presented except with the express
leave of the Executive Committee where there exists any of the following
circumstances, that is to say —

(a) the practice of the member, the member’s employer, a
firm of which the member is a partner, or a corporate

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member of which the member is a director or member, is
the subject of a practice inspection;

(b) the professional conduct of the member, the member’s
employer, or a corporate member of which the member
is a director or member, is —

(i) the subject of a preliminary investigation or of
charges by the Executive Committee or a
professional conduct committee,; or

(ii) the subject of an investigation or of charges by the
Executive Committee or a professional conduct
committee;

(c) the member, or a corporate member of which the
member is a director or member, has not fully complied
with an order of a discipline committee or an appeal
committee; or

(d) the member, or a corporate member of which the
member is a director or member, is in default of
payment of any monies payable to the Institute.

(2) The Executive Committee may impose conditions which
must be satisfied before an application to resign is accepted.

(3) A resignation shall take effect on the day set by the
Executive Committee.

Certificate of membership
9 Every member shall be entitled to receive a certificate of
membership which shall be in such form as the Council may from time
to time determine, and the member shall, while a member of the
Institute, be entitled to hold the said certificate. Such certificate shall be
the property of the Institute and in the event of cessation of membership
for any reason other than death of an individual member shall be
recoverable on demand and shall be returned to the Institute. The
Council may on application and in its sole discretion return the
certificate to the original holder. In the event a member is suspended
the member’s certificate shall be returned to the secretary immediately to
be retained by the secretary during the period of suspension.

Former member has no interest in or claim against property
10 If a member dies or is wound up, or during the member’s lifetime
or corporate existence ceases to be a member of the Institute, the
member shall not, nor shall the member’s representatives, have any
interest in or claim against the funds or property of the Institute in
respect of the member’s membership.

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Special provision for admission of individual to membership
11 (1) The Council may admit as a member a person who on the
first day of June 1973 —

(a) had Bermudian status;

(b) was a member or registered student of a body which
was —

(i) the society or other association of Certified Public
Accountants of a state of the United States of
America,

(ii) the Association of Certified Accountants of the
United Kingdom, or

(iii) the Certified General Accountants Association of a
province of Canada;

(c) satisfies the Council that he or she has obtained
training and practical experience in public accounting
comparable to that prescribed for a student;

(d) satisfies the Council that he or she has taken the
course of instruction and passed the final examinations
of such body;

(e) satisfies the Council that he or she has had practical
experience in diversified auditing work comparable to
that prescribed for a student, in the employment and
under the supervision of a public accountant or a
practicing accountant outside Bermuda acceptable to
the Council, and

(f) satisfies the Council that he or she is resident in
Bermuda.

(2) A person admitted to membership under this by-law 11
shall cease to be a member if, in the opinion of Council, he or she has
ceased to be resident in Bermuda, provided always that his or her
membership shall not terminate as aforesaid if prior to his or her ceasing
to be resident in Bermuda he or she has satisfied the course and
examination requirements in Canadian taxation law, the CICA Handbook
and the rules of professional conduct relating to membership in a
provincial institute.

Admission to Fellowship
12 (1) Where any member in good standing has, in the opinion of
the Council, rendered outstanding service to the profession or brought
distinction to the profession, the Council may, by an affirmative vote of

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two thirds of all its members, admit that member a Fellow of the
Institute.

(2) The power conferred on the Council in paragraph (1)
includes the power to admit a Fellow posthumously.

Bankruptcy of a member
13 (1) It is a condition of membership in the Institute that a
member who —

(a) becomes bankrupt by reason of making an assignment
in bankruptcy or of being declared bankrupt by a Court
of competent jurisdiction; or

(b) takes the benefit of any statutory provision for insolvent
debtors,

shall ipso facto be suspended until such member is reinstated in
accordance with the provisions of this by-law.

(2) A member who becomes bankrupt or takes the benefit of
any statutory provision as aforesaid —

(a) shall notify the secretary in writing not later than fifteen
days after the event; and

(b) may apply to the Council to be reinstated.

(3) Any application under paragraph (2)(b) shall be investigated
by the Council and, after such investigation, the Council may, subject to
other provisions of the by-laws, approve or reject the application.

(4) A student or membership candidate who becomes bankrupt
or takes the benefit of any statutory provision as aforesaid shall notify
the secretary in writing not later than fifteen days after the event.

Mental incompetence of a member
14 (1) A member is suspended ipso facto upon being —

(a) declared by a Court to be a mentally incompetent
person;

(b) otherwise found in law to be incapable of managing his
or her affairs through mental infirmity;

(c) certified in law to be incompetent to manage his or her
estate;

(d) found on account of insanity unfit to stand trial on a
criminal or similar offence; or

(e) determined to be not guilty of a criminal or similar
offence by reason of insanity.

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(2) A member who becomes aware that another member has
been or become suspended pursuant to paragraph (1) shall report that
fact to the secretary not later than fifteen days after becoming so aware.

(3) A member who has been suspended pursuant to paragraph
(1) may apply to the Council to be reinstated.

(4) Any application under paragraph (3) shall be investigated by
the Council and, after such investigation, the Council may, subject to the
other provisions of the by-laws, approve or reject the application.

(5) A member who becomes aware that a student or an
applicant for admission or re-admission to membership has been —

(a) declared by a Court to be a mentally incompetent
person,

(b) otherwise found in law to be incapable of managing his
or her affairs through mental infirmity,

(c) certified in law to be incompetent to manage his or her
estate,

(d) found on account of insanity unfit to stand trial on a
criminal or similar offence, or

(e) determined to be not guilty of a criminal or similar
offence by reason of insanity,

shall report that fact to the secretary not later than fifteen days
after becoming so aware.

Corporate member
15 (1) Every corporate member is required to ensure at all times
that —

(a) a principal object of the company is to practise as a
public accountant in accordance with the Act;

(b) not less than sixty percent of the issued shares in the
capital of the company are registered in the names of
and beneficially owned by one or more individuals each
of whom is a member of the Institute, and the remainder
(if any) are registered in the names of and beneficially
owned by one or more individuals each of whom is a
member —

(i) of a provincial institute, the Institute of Chartered
Accountants of Scotland, The Institute of Chartered
Accountants in England and Wales, or The Institute
of Chartered Accountants in Ireland, or

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(ii) of another body having objects similar to those of
the Institute and who has complied with the
recommendations of the International
Qualifications Appraisal Board of the Canadian
Institute of Chartered Accountants concerning
admission to membership in provincial institutes
(except recommendations with respect to satisfying
provincial institute course and examination
requirements);

(c) every director of the company is an individual who is a
member in good standing of the Institute; and

(d) none but directors of the company have authority to
issue on behalf of the company, in the course of services
performed by the company in its practice as a public
accountant, an opinion, report or certificate concerning
any financial or accounting statement where a purpose
in performing such services is to enhance the credibility
of such a statement.

(2) Every corporate member shall ensure that not later than
one month after a date (hereafter in this paragraph called ‘due date’)
upon which the annual membership fee for such corporate member
becomes due and payable, two directors of such corporate member —

(a) declare in writing to the Executive Committee, in a form
prescribed by the Council, each to the best of his or her
knowledge and belief, whether such corporate member
has complied with each of the requirements set out in
paragraph (1) throughout the period beginning on the
due date next preceding such due date and ending on
the date of declaration; and

(b) provide particulars therein of any failure of such
corporate member so to comply.

(3) Where a corporate member has not complied with the
requirements of paragraph (2), the Executive Committee may order any
two or more directors of such corporate member to make the
declarations and provide the particulars therein described and may fix a
date or dates by which such declarations and particulars are to be
delivered to the secretary.

False or misleading application
16 Where any information provided to the Institute in connection
with an application for admission or re-admission as a member, or an
application for registration or re-registration as a student is found by the

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Council or the Executive Committee as the case may be false or
misleading —

(a) such admission or re-admission may be revoked by the
Council; and

(b) such registration or re-registration may be revoked by
the Executive Committee,

without derogating from any other action which may be taken pursuant
to by-laws 69 through 79.

Suspension of a member
17 (1) Where the Executive Committee, a discipline committee or
an appeal committee makes an order that a member be suspended, or
where a member is suspended by virtue of by-laws 13(1), 14(1), 50 or 64,
the member shall not during the period of suspension exercise the right
to hold himself, herself or itself out as, or practise, as a public
accountant.

(2) Further, where such an order so provides, the member shall
not during the period of suspension —

(a) exercise the right to use the designation “Chartered
Accountant” nor the initials “C.A.”, “A.C.A.” or “F.C.A”
after the name of the member;

(b) exercise such other rights and privileges of membership
as are specified in the order; or

(c) be subject to such obligations of membership as are
specified in the order.

(3) A suspended member remains a member of the Institute
subject to the by-laws.

Council, Nominating Committee, Officers, Auditor

Council
18 (1) The affairs of the Institute shall be managed and conducted
by a Council consisting of —

(a) eleven members elected at the annual general meeting or
elected to fill vacancies in accordance with the by-laws
(hereinafter called ‘elected members’), of whom not less
than eight shall have Bermudian status; and

(b) one member appointed by the Canadian Institute of
Chartered Accountants to represent that body.

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(2) The representative of the Canadian Institute of Chartered
Accountants shall be a member ex officio of the Institute, without fee.

(3) Any member of Council may submit his or her resignation
to the Council and his or her membership of Council shall terminate on
the day set for such termination by the Council.

(4) The Council may, by resolution having the affirmative votes
of eight of its members, remove a member from his or her place on the
Council.

(5) Any vacancy which occurs among the elected members of
the Council by death, resignation or otherwise in the interval between
annual general meetings shall be filled by the election of a member by
the Council.

(6) No member, other than the member described in paragraph
(2), may serve more than six successive terms on the Council.

(7) The members of the Council shall serve without
remuneration.

Nominating Committee, nominations
19 (1) The Executive Committee shall appoint annually from
among the past presidents of the Institute, whom failing then from
among other members of the Institute, a nominating committee of three.

(2) The nominating committee shall before the end of the
financial year report to the Council the names of eleven members whom
it nominates for election to the Council at the next annual general
meeting, of whom not less than eight shall have Bermudian status.

(3) The secretary shall within a reasonable time thereafter send
to every member a copy of the report of the nominating committee,
together with notice of the date by which further nominations, if any,
should be lodged with the secretary.

(4) Any other nomination of a candidate for election to the
Council as an elected member shall be in writing signed by two
members, shall have the written assent of the nominee appended thereto
and shall be lodged with the secretary not less than twenty-eight days
before the annual general meeting.

(5) The nominating committee shall also present to the Council
the names of four members whom it nominates for election by the
Council as chair, vice-chair, secretary and treasurer respectively,
following the next annual general meeting and the Council shall
entertain those nominations.

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Election of the Council
20 (1) Election of the elected members of the Council pursuant to
by-law 18(1) shall be by ballot.

(2) Any ballot containing more or less than eleven votes shall
be null and void.

3) The chairman of the annual general meeting shall appoint
two or more scrutineers from among the members who are not
candidates.

(4) The scrutineers shall count the votes cast by the ballots and
prepare, sign and deliver to the chairman of the annual general meeting
a certificate of the names of the eight candidates who have Bermudian
status receiving the highest number of votes, and the names of the three
candidates among those remaining receiving the highest number of
votes.

(5) Any tie shall be broken by lot drawn privately by the
scrutineers.

(6) The chairman shall declare to the annual general meeting
that the candidates named in the scrutineers’ certificate have been
elected to the Council with effect from the termination of the meeting,
but the officers of the Institute shall notwithstanding continue to act
until their successors are elected.

(7) The ballots and other evidence of the number of votes cast
for each candidate shall be destroyed by the scrutineers immediately
following the annual general meeting.

(8) Where scrutineers cannot be appointed in accordance with
the provisions of this by-law, the chairman and secretary of the meeting
shall act as scrutineers.

Election of officers
21 (1) Immediately after every annual general meeting of the
Institute, the Council shall meet and shall elect a chair, a vice-chair, a
secretary and a treasurer from among the elected members.

(2) From time to time the Council may appoint such other
officers and agents for such duties and purposes as the Council may
from time to time prescribe.

(3) Subject to by-law 27(d), the officers shall serve without
remuneration.

Meetings of the Council
22 (1) Other meetings of the Council shall be held at least four
times in each financial year at such times and places in Bermuda as the

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chair shall determine and reasonable notice shall be given to all
members of the Council of such meetings.

(2) At any meeting of the Council six members present shall
constitute a quorum, provided that a majority of those present have
Bermudian status.

(3) Every member of the Council present at a meeting of the
Council shall have one vote, provided that the member appointed by the
Canadian Institute of Chartered Accountants shall not be entitled to vote
on a matter which, in the opinion of the chair affects professional
practice in Bermuda.

The chair
23 (1) The chair shall preside at all meetings of the Institute, the
Council and the Executive Committee.

(2) In the absence of the chair, or at his or her request, the
vice-chair shall act as chair.

(3) At any meeting of the Institute, the Council or the Executive
Committee where neither the chair nor the vice-chair is in attendance,
those present at the meeting, provided they constitute a quorum under
these by-laws, may by resolution appoint any other elected member of
the Council to act as chair of the meeting.

The secretary
24 (1) The secretary shall be responsible for the keeping of the
records and papers of the Institute and for the performance of all
secretarial duties in the Institute and shall perform such other duties as
the Council and the Executive Committee may direct.

(2) If the office of the secretary is vacant or if the secretary is
absent or is unable for any other reason to perform his or her duties, the
chair shall appoint in writing some other member of the Council to act as
secretary pro tempore.

(3) The secretary shall keep a register of the members and
students of the Institute in a form prescribed by the Executive
Committee, in which shall be recorded the full name of every member
with the date of his, her or its admission to membership and the date (if
any) of his or her admission to Fellowship in the Institute, and the full
name of every registered student with the date of his or her registration.

The treasurer
25 The treasurer shall be responsible for the receipt, custody and
disbursement of the funds and the property of the Institute, the keeping
of accounts and the preparation of financial statements and shall

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perform such other duties as the Council and the Executive Committee
may direct.

Appointment of auditor
26 At the annual general meeting of the Institute, a member other
than a member of the outgoing or incoming Council shall be appointed
auditor to hold office until the termination of the next annual general
meeting at a fee to be determined by the Council.

President and Chief Executive Officer
27 Without in any way limiting the generality of by-law 21(2), the
Executive Committee may by resolution appoint a President and Chief
Executive Officer of the Institute and the following provisions shall apply
to any such appointment —

(a) The President and Chief Executive Officer may be, but
need not be, a member;

(b) The President and Chief Executive Officer shall be an
officer of the Institute;

(c) The Executive Committee shall from time to time by
resolution prescribe the duties of the office of the
President and Chief Executive Officer and the rights and
privileges appertaining to that office; and

(d) Notwithstanding by-law 21(3), the Executive Committee
shall from time to time by resolution determine the
remuneration to be paid to the President and Chief
Executive Officer and other terms of his or her
employment.

Executive Committee

Executive Committee
28 There shall be an Executive Committee consisting of the elected
members of the Council.

Functions
29 Subject to these by-laws and the direction of the Council, the
Executive Committee shall exercise general supervision and control over
the business and affairs of the Institute and shall perform such other
duties as the Council may from time to time require.

Meeting of executive committee
30 (1) The Executive Committee shall meet at least four times in
each financial year at such times and places in Bermuda as the chair

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shall determine and reasonable notice shall be given to all members of
the Executive Committee of such meetings;

(2) At any meeting of the Executive Committee four members
present shall constitute a quorum, provided that a majority of those
present have Bermudian status; and

(3) Every member of the Executive Committee shall have one
vote.

Role of council
31 Any matter by these by-laws made the responsibility or
prerogative of the Executive Committee may be dealt with by the Council,
but the Executive Committee shall have power to vary or repeal any
decision taken by the Council pursuant to this by-law as if it were a
decision taken by the Executive Committee.

Meetings

Procedure at meetings
32 Subject to the by-laws, the procedure at all meetings in
connection with the affairs of the Institute shall be governed by the
rulings of the chair.

Notice
33 (1) Subject to by-law 87(27), any notice from the Institute to a
member or student under these by-laws shall be deemed to have been
duly given when sent by prepaid first class mail to an address in
Bermuda or by prepaid first class airmail to an address outside
Bermuda, addressed to the intended recipient at such address as
appears in the records of the Institute or at the last address known to
the secretary, and such notice shall be deemed to have been received by
the member or student ten calendar days thereafter.

(2) Notwithstanding paragraph (1), any notice from the
Institute to a member or student under these by-laws may be given
orally or in writing in person, or by telephone or other electronic means,
and shall be deemed to have been received when so given.

(3) The Executive Committee may from time to time determine
in its sole discretion the manner of giving any notice under these by-laws
and what the “reasonable notice” required under these by-laws should be
in the circumstances and may declare that any notice already given has
been properly and reasonably given.

(4) The certificate of the secretary, or of another officer
appointed by the Executive Committee, shall be conclusive evidence of
the due giving of any such notice.

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(5) The non-receipt of any notice under these by-laws shall not
invalidate such notice or any meeting, or any resolution, proceeding or
action at any meeting.

(6) Any notice or notification to the Institute, the Council, the
Executive Committee or the secretary or any request for permission,
approval, consent or waiver shall be deemed to have been duly given or
made when received in writing on paper at the office of the Institute
signed by the giver and addressed to the secretary.

Annual General meetings
34 (1) The annual general meeting of the Institute for the election
of the Council, the appointment of an auditor and the transaction of
such other business as may properly be brought before the meeting shall
be held within four months after the end of each financial year at such
time and place in Bermuda as the Executive Committee may determine.

(2) Not less than fourteen days before the date of the annual
general meeting, notice shall be given to each member, together with the
names of members nominated for election to the Council, a copy of the
agenda for the meeting, the report (if any) of the chair and the Council,
and the annual financial statements and the report of the auditor
thereon.

Other general meetings
35 Other general meetings of the Institute shall be held after
resolution of the Executive Committee, or after a requisition delivered to
the secretary signed by fifteen or more members, or on the order of the
chair, for such purposes or for the transaction of such business as may
be specified in the resolution, requisition or order, and not less than
fourteen days before the date of such a general meeting, notice shall be
given to each member.

Adjournment
36 Any general meeting of the Institute may be adjourned from time
to time by resolution passed by a majority of the members present but
no business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took
place.

Quorum and Voting
37 (1) At any general meeting of the Institute fifteen individual
members present in person shall constitute a quorum;

(2) Subject to by-law 6(3)(c), every member present in person or
by proxy shall have one vote;

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(3) Voting shall be by show of hands unless three or more
members present require a vote by ballot.; and

(4) If a vote by ballot is required the chair shall appoint
scrutineers to take the vote.

Proxy
38 (1) Where a member is absent from Bermuda when a general
meeting of the Institute is held, the member may appoint an individual
member proxy to represent and to vote for the member at the general
meeting, and the document of appointment shall be deposited with the
secretary of the meeting before the commencement of the meeting.

(2) An appointment of a proxy shall include a declaration that
the appointer is absent from Bermuda when a general meeting is held or
during a certain period of time.

(3) Notwithstanding paragraphs (1) and (2), a corporate
member shall be entitled to appoint an individual member proxy to
represent it at a general meeting and to vote for it on any matter on
which as a corporate member it is entitled to vote, and the document of
appointment shall be deposited with the secretary of the meeting before
the commencement of the meeting.

Postal ballots
39 (1) The Executive Committee may refer any matter to the
members in writing by mail or by electronic means and determine the
matter by a ballot taken by mail or by electronic means, and any such
ballot shall be of the same effect as a ballot taken at a general meeting.

(2) There shall be allowed at least —

(a) in the case of mail, twenty-one days; and

(b) in the case of electronic means, fourteen days

between sending the ballot papers and closing the ballot.

(3) Ballot papers shall be sent in the manner prescribed in by-
law 33 for giving notices.

(4) If a requisition delivered under by-law 35 proposes that the
matter which is the subject of a ballot be referred to a general meeting,
the ballot shall be abandoned and, in the discretion of the chair of the
meeting —

(a) the meeting may deal with the matter as if no ballot had
been proposed; or

(b) a new ballot may be taken which shall not be subject to
the provisions of this by-law 39(4).

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Committees

Appointment of committees
40 (1) The Executive Committee may from time to time appoint
such committees as it deems necessary or desirable and prescribe their
powers and duties.

(2) Except where otherwise specially provided, meetings of
committees shall be held as their respective chairman shall from time to
time determine, on reasonable notice, at such times and places or by
means of such telephone, electronic or other communication facilities as
will permit all persons participating in the meeting to communicate with
each other.

(3) Except where otherwise specially provided and provided
that the number of members of the committee is two or more at any
meeting of a committee two members present shall constitute a quorum.

(4) Every member of a committee present shall have one vote.

(5) All committees of the Institute shall be subject to the
authority of the Executive Committee in connection with the affairs of
the Institute.

Practice inspection committee
41 (1) The Executive Committee shall from time to time —

(a) authorize a mandatory programme of practice inspection
as to the maintenance of proper professional standards
by members engaged in the full-time or part-time
practice of public accounting in Bermuda as such
standards relate to the performance of accounting and
auditing services;

(b) appoint from amongst the members of the Institute a
practice inspection committee of not fewer than five nor
more than six members; and

(c) prescribe the procedures to be followed by the practice
inspection committee in carrying out its duties under the
by-laws, and such prescription may include instruction
to the effect that the services of a practice inspector or
practice inspectors from a provincial institute shall be
retained by the committee to carry out the inspections of
the several practices and report to the committee
without separately identifying to the committee the
identities of the practices.

(2) The practice inspection committee shall —

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(a) review the procedures prescribed in accordance with
sub-paragraph (1)(c) and recommend desirable changes
to the Executive Committee;

(b) carry out the prescribed procedures;

(c) cause a report to be made to every member whose
practice has been inspected, or to the member’s firm,
concerning any desired improvement in the standards of
practice of public accounting of the member or firm as
such standards relate to the performance of accounting
and auditing services; and

(d) cause recommendations to be made to the Executive
Committee upon the matters contemplated by by-law 64.

(3) The practice inspection committee shall have power to —

(a) require the cooperation of any member or student and
the production of any books, documents and working or
other papers in such member’s or student’s possession,
custody or control which are directly relevant to the
work of the committee; and

(b) retain the services of any person or persons on a fee
basis or otherwise to assist with the programme of
practice inspection, which services may include but are
not limited to interviewing members and students and
examining working paper files, books, documents and
other material that are directly relevant to the work of
the committee.

(4) The practice inspection committee and every member
thereof and any person whose services are retained by it pursuant to the
provisions of paragraph 3(b) and any employee of any of them shall
maintain the confidentiality of —

(a) all practice inspection reports and files;

(b) all working paper files, books, documents and other
material; and

(c) the affairs of any member and student and any client of
any member.

(5) Subject to the provisions of paragraph (2)(d), no matter
arising out of a practice inspection shall be disclosed or brought to the
attention of the Executive Committee, provided that such a matter may
be reported to the Executive Committee where, as a result of an
inspection, the practice inspection committee or a person retained by it
pursuant to paragraph (3)(b) is of the opinion that any failure to
maintain professional standards is sufficiently serious to reflect

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adversely upon the professional competence, reputation or integrity of a
member or student.

Indemnification

Indemnification
42 (1) Every person when acting in his or her capacity as —

(a) a member of the Council or the Executive Committee;

(b) an officer of the Institute; or

(c) a member of a committee of the Institute,

and any employee or agent of the Institute shall, out of the funds of the
Institute, be indemnified and saved harmless

(d) from and against any liability such person may suffer or
incur arising out of the normal operation of the Institute,
or out of any duty or responsibility under these by-laws,
or out of any undertaking or assignment authorized by
the Council or the Executive Committee, and

(e) for all costs, charges and expenses which he or she may
suffer or incur in or about the defence of any claim,
action, suit or proceeding alleging such liability;

provided such liability, costs, charges and expenses are suffered or
incurred without his or her own fraud or dishonesty.

Reimbursement of expenses
43 The Executive Committee may authorize reimbursement to be
made to any member for authorized expenditures incurred on behalf of
the Institute including, without limiting the generality of the foregoing,
stationery, long distance telephone calls, fax, postage and travel.

Fees

Prescription of fees
44 Every member and student, and every applicant for admission or
re-admission as a member and for registration or re-registration as a
student, shall pay such fees as are prescribed by the Executive
Committee from time to time.

Admission or re-admission fee
45 (1) Every person admitted or re-admitted as a member shall
thereupon pay such admission fee as the Executive Committee may by
resolution determine.

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(2) Where a person who has ceased to be a member by virtue of
by-law 5(2) or by-law 11(2) is re-admitted as a member within five years,
he or she shall pay no admission fee on re-admission.

Classes of membership
46 (1) For purposes of this by-law there shall be such classes of
membership as the Executive Committee may from time to time
determine

(2) Subject to paragraph (4), the annual membership fee for
each class of members, and any special assessments of fees pursuant to
paragraph (3), shall be fixed or levied in such amounts, and shall be
payable at such times, in respect of such membership period, and in
such manner, as the Executive Committee may from time to time
determine.

(3) From time to time there may, subject to the provisions of
by-law 45(2), be levied on the members or on any class of members such
special assessment of fees for such purposes as the Executive Committee
may determine.

(4) The annual membership fee payable by each member shall
be the sum of the annual membership fee fixed pursuant to paragraph
(1)(b) and the annual amount payable by the Institute to the Canadian
Institute of Chartered Accountants in respect of such member.

(5) Where a member is a public accountant and neither the
member nor any partner or former partner of the member was a public
accountant at any time more than three years before the member’s
annual membership fee becomes due and payable, the annual
membership fee for that member, as prescribed in paragraph (2), and
any member who is an employee in such member’s practice, shall be
reduced by one half.

(6) A person admitted or re-admitted to membership in any
membership period shall pay the appropriate portion of the annual
membership fee determined pro-rata for the remainder of the
membership period.

(7) A member who during a membership period changes from
one classification of membership to another for which a higher fee is
prescribed, shall thereupon pay an additional fee equal to the difference
between the fees prescribed for the two classifications, determined pro
rata for the remainder of that membership period.

(8) An individual member shall be exempt from the payment of
annual fees and special assessments if the member has attained the age
of sixty-five years and is retired and not in regular, daily, gainful
occupation on the date upon which any fees and special assessments
become payable.

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(9) A member engaged in the practice of public accounting
shall pay a fee in respect of any inspection of the member’s practice
authorized by the Executive Committee at such rate as the Executive
Committee may determine.

(10) A member or student appealing against a finding or order
by a discipline committee in accordance with by-law 73(6)) shall, when
giving written notice of such appeal to the secretary, pay to the Institute
a fee in accordance with such rate or rates as the Executive Committee
may from time to time determine.

(11) Notwithstanding by-law 45(2), a former member applying for
re-admission as a member shall pay such investigation fee, if any, as
may be fixed by the Executive Committee in respect of an investigation
made or to be made in accordance with the provisions of by-law 7(4).

Failure to pay fees
47 (1) Failure to pay a fee or special assessment shall render a
member liable to suspension from membership during such period of
time and to fine and such other penalty not excluding expulsion as the
Executive Committee may from time to time determine.

(2) The Executive Committee may remit fees in special
circumstances which in its discretion warrant such remission.

(3) A member who has been expelled pursuant to paragraph (1)
may apply to the Executive Committee for re-admission to membership,
and the Executive Committee may notwithstanding by-law 7 grant the
application if in its opinion the circumstances warrant, on payment of
such fee for re-admission as it may prescribe.

Banking and Authorized Signatures

Banking
48 (1) The monies of the Institute shall be kept in such bank or
banks as the Executive Committee may from time to time by resolution
determine.

(2) The Executive Committee may invest monies of the Institute
in any short-term fixed interest investments.

(3) All cheques exceeding an amount determined from time to
time by the Executive Committee shall require the signature of two of the
chair, the vice-chair, the secretary, the treasurer and the president and
chief executive officer, and cheques equal to or less than the determined
amount shall only require one of these signatures.

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Authorized signatures
49 (1) All deeds, contracts, documents or legal papers to be
executed by the Institute shall be executed under the seal attested by the
signature of the chair or the vice-chair together with the signature of one
other officer or in such other manner as the Executive Committee may
from time to time determine by resolution.

(2) An officer of the Institute may affix the seal attested by his
or her signature to a document for the purpose of certifying an extract or
copy from the register of members, the register of students, the Act, the
by-laws, the rules and regulations and interpretations of them by the
Council, or the minutes of a general meeting of members or of a meeting
of the Council or the Executive Committee.

Mandatory Professional Liability Insurance


Professional liability insurance
50 (1) Professional liability insurance coverage as prescribed in
paragraphs (3), (4) and (5) shall be maintained by—

(a) every firm or corporation in Bermuda engaged in the
practice of public accounting, and

(b) every member engaged in the practice of public
accounting in Bermuda as a sole proprietor.

provided that, in such circumstances as the Council may approve,
particularly where a member, firm or corporation is unable to obtain
insurance coverage on reasonable terms, such member, firm or
corporation may set aside assets at least equal in value to the amount of
insurance coverage prescribed in paragraph (4) in lieu of such insurance
and further provided that professional liability insurance coverage as
required by this by-law 50 shall not be required for a member practising
public accounting exclusively for a Government Department.

(2) A member, firm or corporation engaged in the practice of
public accounting shall file with the Institute satisfactory proof of the
maintenance of professional liability insurance coverage as required in
paragraph (1) in a form satisfactory to the Council—

(a) within two months of the date of commencement of the
practice of public accounting in Bermuda, and

(b) thereafter, within two months of the expiry date specified
in the insurance policy in force at the date of the last
filing of proof of professional liability insurance coverage.


(3) Where a member, firm or corporation has set aside assets in

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lieu of such insurance in accordance with paragraph (1), such member,
firm or corporation shall file annually with the Institute a certificate
certifying that it has set aside assets at least equal in value to the
amount of the insurance as prescribed by paragraph (4) in a form
satisfactory to Council.


(4) The amount of insurance maintained by such members
shall be at least equal to the lesser of—

(a) $1,000,000 for each member who, as applicable, is an
employee, partner, proprietor or director (each, for the
purpose of this by-law, a “relevant member”); and

(b) If the firm is not a corporation—

(i) $1.5 million where the number of relevant members is
equal to or less than three; and

(ii) $2.0 million where the number of relevant members
is greater than three; or

(c) If the firm is a corporation—

(i) $1.5 million where the number of relevant members
is equal to or less than three; or

(ii) $2.0 million where the number of relevant members
is equal to or less than nine; or

(iii) $5.0 million where the number of relevant members
is equal to or less than 24; or

(iv) $7.5 million where the number of relevant members
is equal to or less than 34; and

(v) $10 million where the number of relevant members is
35 or more.


(5) In the event of—

(a) the withdrawal of a partner from a practice of public
accounting, whether or not that partner continues to
carry on the practice of public accounting elsewhere; or

(b) the merger, dissolution or cessation of practice of a firm,
proprietorship or partnership engaged in the practice of
public accounting; or

(c) the suspension, revocation or non-renewal of a
corporation’s registration certificate, or the dissolution or
discontinuance of a corporation;

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the professional liability insurance that was required to be carried
pursuant to paragraph (1), or the assets set aside in lieu of the
insurance, prior to the occurrence of the event referred to in (a), (b) or (c),
shall continue to be maintained for a period of at least six years following
the event to cover acts or omissions occurring prior to the event.


(6) Every professional liability insurance contract shall be
endorsed with the requirement that the insurer notify the Institute
immediately of—

(a) the cancellation of the insurance coverage; or

(b) the reduction of the insurance coverage below the level
required pursuant to paragraph (4).

Where a member, firm or corporation has set aside assets in lieu of
insurance, it shall notify the Institute immediately in the event that the
value of such assets falls below the level prescribed in paragraph (4).

(7) A member, firm or corporation who has not filed by the date
prescribed in paragraph (2) proof of the maintenance of professional
liability insurance coverage or a certificate of the value of assets set aside
in lieu of insurance shall be required to remit a late filing fee of $500 or
as otherwise determined by the Council.


(8) In the event professional liability insurance coverage is not
maintained or sufficient assets are not set aside as required by
paragraph (1) or satisfactory proof of such coverage or a certificate that
such assets have been set aside is not provided to the Institute as
required by paragraphs (2),and (3) then:

(a) in the case of a firm engaged in the practice of public
accounting in Bermuda, the rights and privileges of
membership in the Institute of the partners of the firm
shall be suspended;

(b) in the case of a corporation practicing public accounting
in Bermuda, the rights and privileges of the corporation
and each director of the corporation shall be suspended;

(c) in the case of a member engaged in the practice of public
accounting in Bermuda as a sole proprietor the rights
and privileges of membership in the Institute of the
member shall be suspended.


(9) A person whose rights and privileges of membership in the
Institute have been suspended shall be reinstated to membership in
good standing effective the date upon which satisfactory proof of the
required coverage or a certificate that sufficient assets have been set
aside, together with a reinstatement fee in the amount of $1,000 or as

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otherwise determined by Council and the late filing fee prescribed by the
Council, are received by the Institute.

(10) Subject to paragraph (2) and (3), in the event a person whose
rights and privileges of membership in the Institute have been
suspended pursuant to paragraph (8) remains suspended for a period of
thirty (30) days, that person’s membership in the Institute shall be
terminated.

(11) A person whose membership has been terminated pursuant
to this by-law shall be entitled, on paying the reinstatement fee required
in paragraph (9), to apply for re-admission under by-law 7.

(12) Where—

(a) a member’s practicing unit is the subject of a practice
inspection; or

(b) a member is the subject of an investigation or a charge
made by the professional conduct committee; or

(c) a member has not fully complied with an order of the
discipline committee or the appeal committee,

his or her membership shall not be terminated until the practice
inspection or professional conduct committee investigation has been
completed, or the final disposition of the charge has been made, or the
member has fully complied with the discipline or appeal committee
order, as the case may be.

(13) Members shall have until January 1, 2007 to obtain the
professional liability insurance coverage required pursuant to this by-
law.

Practice Names

Registration, authorization for use
51 (1) A member or firm shall register with the Institute, in the
manner prescribed by the Executive Committee, the name or names
under which the member or firm carries on a public accounting practice
or a related business or practice.

(2) The Executive Committee, in its discretion, may authorize a
member or firm to practise under a name which is part or all of the
name, including a non-personal name, of an international public
accounting organization of which the member or firm is an affiliate.

(3) The Executive Committee, in its discretion, may authorize a
member or firm to use an additional name, including a non-personal
name, to meet the international needs of clients if the additional name
is —

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Laws of Bermuda Item 6(a)



33



(a) part or all of the name of an international public
accounting organization of which the member or firm is
an affiliate; or

(b) part or all of the name of a foreign-based affiliate,
provided the member or firm agrees to use such
additional name only when a name of the member or
firm registered with the Institute pursuant to paragraph
(1) is clearly and prominently associated with the
additional name in the signature to any report or other
communication.

Registered Students

Registration
52 (1) Any person resident in Bermuda who is employed in an
office approved by the Executive Committee pursuant to by-law 66 and
who is certified by a member to be of good moral character and habits
may apply to the Executive Committee to be registered as a student.

(2) Every such applicant for registration shall, before
registration —

(a) satisfy the Executive Committee that he or she is of good
moral character and habits and that he or she has
attained the educational requirements prescribed by the
Council;

(b) give a declaration of intention to qualify for admission to
membership in the Institute and to apply therefor;

(c) give an undertaking to comply with the requirements of
the Executive Committee in all matters relating to
studies, practical experience and professional conduct;
and

(d) enter into agreement with the Institute that the by-laws,
rules and regulations of the Institute will govern the
relations between the applicant and the Institute.

(3) Every registered student shall pay such registration fee and
such annual or other fees as the Executive Committee may prescribe.

Rules
53 (1) The Council may from time to time make rules and
regulations with respect to requirements for registration of students,
courses of study, examinations and practical experience.

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(2) Such rules and regulations, and any amendment thereof,
shall be published and made available to all members and registered
students promptly after they are made.

Student society
54 Students may form a society for the better advancement of their
studies and professional knowledge and for the purpose of making
recommendations affecting their joint interests for the consideration of
the Council, but all rules and regulations for the government of such
society shall have force and effect only after approval by and during the
pleasure of the Council.

Prescription of courses of study
55 (1) Every registered student shall enter upon and pursue a
course of study, examinations and practical experience and satisfy any
other requirements which the Council may prescribe from time to time.

Courses of study
56 (1) The Council shall provide a course or courses of study for
the registered students of the Institute and shall establish facilities for
their instruction.

(2) The courses of study prescribed by the Council shall be
substantially similar to those of the Institute of Chartered Accountants of
Nova Scotia.

(3) The Council may enter into an agreement with the Atlantic
School of Chartered Accountancy, or with any university or other
organized body in Canada or Bermuda, for it to provide and administer
all or any part of a required course of study which may include
examinations relating thereto.

Examinations
57 (1) The Council shall provide for examinations prepared and
marked by the Board of Examiners of the Inter-Provincial Education
Committee of the Canadian Institute of Chartered Accountants (the
"Uniform Final Examination") to be held at least once in each calendar
year in Bermuda for registered students.

(2) Notice of the time and place of such examinations shall be
sent to all registered students.

Experience requirements
58 The Council shall provide for the establishment of practical
experience requirements for registered students.

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35



Continuing Professional Development

Definitions
59 For the purposes of by-laws 60 to 65 —

“continuing professional development (or CPD)” means a
program of formal education relevant to the individual
member’s professional development needs, which includes
participation in formal courses, seminars, conference
sessions, in-house programs, video assisted instructional
programs, home study programs, and research combined
with the preparation of articles (research combined with the
preparation of articles or other materials for publication will
be recognized in the year of publication).

“structured programs” means measurable and verifiable learning
programs, offered through a creditable learning institution
(such as a university, college, private educator, professional
association or an employer), and include —

(a) courses, seminars or conferences;

(b) technical discussion groups;

(c) advanced or post-secondary education courses, and

(d) structured self-study programs where there is some
evidence of completion.

“unstructured programs” means independent and informal
programs and includes —

(a) private reading, study and technical research;

(b) preparation time for lectures and presentations;

(c) research and writing time for professional or business
related articles; and

(d) on-the-job training.

Obligations of members
60 (1) Every member shall complete a minimum of 120 hours of
continuing professional development in structured and/or unstructured
programs in every period of three calendar years (of which a minimum of
20 hours in each calendar year shall be in structured programs) in
accordance with the provisions of these by-laws unless such member is
exempt.

(2) On or before the last day of March in every year, every
member who is required to complete CPD shall file with the Institute a
CPD report, duly signed by the relevant member, in form and content as

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prescribed by the Council or a continuing professional development
committee, in respect of such member’s CPD activities during the
previous calendar year. The Council or a continuing professional
development committee may review or audit individual CPD reports filed
by members and may, at its discretion, require a member to produce
further information or evidence to prove or verify the activities described
in such CPD report.



CPD Committee
61 The Council may constitute a continuing professional
development committee with power to —

(a) prescribe the form and content of CPD reports to be filed
by members;

(b) review or audit CPD reports filed by members; and

(c) require a member to produce to the committee or as it
may direct such information or evidence to prove or
verify the contents of the member’s CPD report as the
committee deems necessary.

Exemption from CPD obligation
62 (1) A member shall be exempt from the requirement to
complete CPD where such member —

(a) meets the criteria set out by the Council from time to
time for the exemption from CPD due to their current
employment status (“the employment status
exemption”); or

(b) meets the criteria set out by the Council from time to
time for the exemption from CPD due to their retirement
status (“the retirement status exemption”).

(2) Those members claiming an exemption shall file a CPD
report in accordance with by-law 60 indicating which exemption they are
claiming and, in the case of the employment status exemption, which of
the relevant criteria they meet, in their opinion, and why.

Commencement of CPD obligation
63 Where a member is admitted to the Institute on or before 30th
June in any year, such member’s obligation to complete CPD shall be
deemed to commence on 1st January of the same year, and where
admitted thereafter the member’s obligation to complete CPD shall be
deemed to commence on 1st January of the next year.

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37



Failure to meet CPD obligation
64 (1) In the event that a member fails to complete CPD and to file
a report in accordance with this by-law, such failure shall be reported to
the Council or a professional conduct committee which may, after a
three month grace period, levy a charge of $50 per month or any part
thereof until the deficiency has been remedied by a completion of the
required hours of CPD and filing of a report.

(2) In the event that a member fails, within three months of the
date on which such member’s CPD report was due to be filed under this
by-law, to —

(a) remedy a deficiency by completing the required hours of
CPD; or

(b) file a CPD report;

such member may be suspended.

(3) A suspension under paragraph (2) will cease upon the
member remedying the deficiency by completing the required hours
and/or filing the requisite CPD report and paying a reinstatement fee, as
prescribed by the Council.

(4) In the event that, following suspension in accordance with
paragraph (2) of this by-law, the relevant member continues to fail for a
further three months to remedy a deficiency by completing the required
hours of CPD and/or file a CPD report accompanied by the
reinstatement fee, the Council shall be informed and such member’s
membership may be terminated.

(5) Any member whose membership has been terminated shall
be entitled to apply for re-admission under by-law 7.

Transitional
65 (1) Every member who became a member before June 30, 2005
shall complete a minimum of 120 hours of continued professional
development in structured and/or unstructured programs in 2006 and
2007 (of which a minimum of 60 hours shall be in structured programs,
40 hours of which shall be completed by December 31, 2006) in
accordance with the provisions of these by-laws unless such member is
exempt.

(2) For the purpose of paragraph (1) continuing professional
development completed by a member after January 1, 2005 may be
taken into account for the purposes of meeting the professional
development requirement of these by-laws.


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Approval of offices to employ students

Rules and regulations
66 (1) The Council may from time to time make rules and
regulations with respect to the approval of offices to employ students and
the maximum number of students who may be employed.

(2) The Executive Committee shall from time to time approve in
accordance with such rules and regulations the offices of members
engaged in the practice of public accounting qualified to employ students
(each an "approved office") and the maximum number of students who
may be employed in each such office.

(3) For the purposes of this by-law 66, the Auditor appointed
pursuant to section 73 of The Bermuda Constitution Order 1968 is
deemed to be engaged in the practice of public accounting.

Obligations of members who employ students
67 (1) Every member engaged in the practice of public accounting
who employs one or more students is responsible for giving such
practical experience and instruction and for affording such opportunities
as are necessary to enable the student to acquire the art, skill, science
and knowledge of a chartered accountant.

(2) Every member engaged in the practice of public accounting
who employs one or more students shall maintain records showing, in
reasonable detail, the disposition of each student's time while so engaged
and the type of work allocated to him or her.

(3) The Executive Committee shall have the power to make or
cause to be made whatever investigation it deems necessary, including
an inspection of the books and records of a member, to satisfy itself that
the member is complying with the requirements of this by-law.

(4) No member engaged in the practice of public accounting
shall employ in the member’s public accounting office, or offer or permit
the offer of such employment to, any person who intends or is required
to apply for registration or re-registration as a student, and no such
person shall be registered or re-registered —

(a) unless the office in which the person is, or is to be,
employed has been approved by the Executive
Committee pursuant to by-law 49(2) (such approval to
be effected in advance of any offer or transfer of
employment, as the case may be) as being qualified to
give him or her proper practical experience and
instruction; or

(b) if as a result of such registration or re-registration the
total number of students employed in such office would

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Laws of Bermuda Item 6(a)



39



exceed the number approved by the Executive
Committee.

Rules of professional conduct

Council may make rules
68 (1) The Council may from time to time make rules of
professional conduct prescribing the standards of competency, fitness,
moral character and conduct of members and students but no such rule
or any amendment thereto shall take effect until it has been approved at
an annual general meeting of the Institute or at a general meeting of the
Institute called to consider such rule or amendment, or by ballot taken
pursuant to by-law 39(1).

(2) Members and students shall comply with such standards as
prescribed, and with the by-laws, rules of professional conduct and
regulations of the Institute.

Complaints, Charges and Disciplinary Proceedings

Rules of discipline
69 The disciplinary work of the Institute shall be carried on in
accordance with the by-laws by the Executive Committee and by any
professional conduct committee, discipline committee or appeal
committee which the Executive Committee may from time to time
appoint, and the Executive Committee may make rules for the conduct of
the work of such a committee.

Executive committee
70 The Executive Committee shall be responsible for the initiation of
the disciplinary work of the Institute and shall have power, in addition to
all its other powers —

(a) To receive in writing from any person a complaint of
professional misconduct by a member or student;

(b) to make such investigation and inquiry as it deems
proper into any such complaint or into any act,
omission, matter or thing which may constitute or
involve unfitness, lack of moral character, or
professional or other misconduct in any member or
student, or which may constitute or involve violation of
the by-laws, rules of professional conduct or regulations
of the Institute or which may impair, or may have
impaired, the good reputation of the Institute or the
profession or its ability to serve the public interest;

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(c) to refer any such complaint, act, omission, matter or
thing as described in subparagraph (b) to a professional
conduct committee;

(d) to require the attendance of a member or student and
the production of any records, books, documents and
working or other papers which may be in the member’s
or student’s possession, custody or control and which
may be relevant to such preliminary investigation and
inquiry;

(e) to interview any member or student and to examine any
records, books, documents and working or other papers
which may be relevant to the work of the committee;

(f) in the committee's absolute discretion, to make a charge
against a member or student and to refer such charge to
a discipline committee;

(g) to admonish informally a member or student whether or
not charged under these by-laws;

(h) to order that a member charged with professional
misconduct be suspended if it appears that a member or
members of the public would be at risk by the member
charged remaining a member in good standing of the
Institute until the final disposition of the charge or
charges, provided —

(i) that no order shall be made under this by-law
unless the Executive Committee or a professional
conduct committee, and a discipline committee, are
ready to proceed expeditiously with a formal
hearing; and

(ii) that if an order is made hereunder the Executive
Committee may give such directions as seem
appropriate to protect the clients of the member
charged, including a direction that the member
charged practise under the supervision of another
member or refrain from accepting specified types of
engagements,

(i) To retain the services of any person on a fee basis or
otherwise, whether or not a member, and authorize such
person —

(i) to assist with or make any investigation or inquiry
described in paragraph (2), or any part or parts of
such an investigation or inquiry;

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41



(ii) to interview any member or student and to examine
any records, books, documents and working or
other papers which may be relevant to the work of
the committee,

(j) to take whatever action it deems proper in connection
with any charge or any complaint, act, omission, matter
or thing described in subparagraph (b).

Charge by executive committee
71 (1) Without limiting the generality of the powers conferred by
by-law 70, the Executive Committee may charge a member or student
with having failed to maintain the good reputation of the profession and
its ability to serve the public interest if he, she or it has been

(a) convicted of an offence of fraud, theft, forgery or tax
evasion;

(b) found guilty of violating the provisions of any securities
legislation;

(c) convicted of any criminal or similar offence for conduct
in or relating to such member’s professional capacity, or
for conduct in circumstances where there was reliance
on such member’s membership in or association with
the Institute; or

(d) discharged absolutely or upon condition after pleading
guilty to or being found guilty of an offence described in
sub-paragraph (a) or (c) or of a violation described in
sub-paragraph (b) above.

(2) In respect of any charge under the by-laws or the rules of
professional conduct, a certificate of conviction by any competent Court
or a certified copy of the original information or indictment with the
endorsement of the conviction thereon signed by the official having
custody thereof, shall be sufficient evidence of the conviction; and a
certified copy of the original information or indictment with the
endorsement of the discharge thereon, signed by the official having
custody thereof, shall be sufficient evidence of the discharge.

(3) In the event a certificate of conviction or certified copy of the
original information or indictment described in paragraph (2) with
respect to an offence or violation is filed as evidence with a discipline
committee or appeal committee, then there is a rebuttable presumption
that the member or student has failed to maintain the good reputation of
the profession and its ability to serve the public interest.

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Professional Conduct Committee
72 (1) A professional conduct committee shall consist of such
members of the Institute, not fewer than three, as may be appointed
thereto by the Executive Committee.

(2) A professional conduct committee shall in respect of any
complaint or any act, omission, matter or thing referred to it by the
Executive Committee under by-law 70(c), have the powers granted to the
Executive Committee by by-law 70 except those granted by by-laws 70(c)
and 70(h).

(3) A professional conduct committee may seek an order of the
Executive Committee made pursuant to by-law 70(h) suspending a
member.

Discipline Committee
73 (1) A discipline committee shall consist of such members of the
Institute, excluding members of the Council and Executive Committee
not fewer than three, as may be appointed thereto by the Executive
Committee.

(2) A discipline committee may retain legal counsel at any time
during the discipline process.

(3) In any case where the Executive Committee or a
professional conduct committee refers a charge to a discipline committee,
the Executive Committee shall promptly appoint a discipline committee,
and the discipline committee shall promptly give notice of the time and
place in Bermuda appointed for a formal hearing.

(4) The procedure before and at such formal hearing shall be in
accordance with the provisions of by-law 79.

(5) After a formal hearing the discipline committee shall find
the member or student guilty or not guilty of a charge.

(6) If the member or student is found guilty of a charge, the
discipline committee may order one or more of the following, namely —

(a) that the member or student shall be reprimanded by the
chairman of the committee;

(b) that the member or student shall pay a fine to the
Institute;

(c) that the member shall be suspended;

(d) that the member shall be expelled from membership in
the Institute;

(e) that the member shall be permitted to resign from
membership in the Institute;

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Laws of Bermuda Item 6(a)



43



(f) that the student shall be struck off the register of
students;

(g) that the student shall be permitted to abandon his or
her registration;

(h) that the member shall be required to complete
satisfactorily, or to complete satisfactorily again, such
professional development courses and examinations, or
shall be required to engage an advisor or tutor, or such
combination thereof, as the committee shall consider
appropriate;

(i) that the member shall be required to complete
satisfactorily a period of supervised practice as
prescribed by the committee,

(j) that the member shall be reinvestigated by a
professional conduct committee, or by a person whose
services are retained by that committee pursuant to by-
laws 72(2) and 70(i), as to the member’s standards of
professional practice or any other matter which the
discipline committee may specify;

(k) that the general practice of the member shall be
restricted for a specified period of time by —

(i) restricting the types of professional services which
may be performed by the member currently or in
the future, or

(ii) restricting the types of clients for which the
member may perform professional services
currently or in the future,

and, in the discretion of the committee, that such
restriction shall be monitored at the member’s expense
by an investigator appointed by the Executive
Committee, provided that the ordering of any such
restriction or monitoring shall expressly take account of
the interests of the member’s clients;

(l) that the member shall complete or, if a corporate
member, establish a professional training programme in
appropriate aspects of practice as determined by the
committee, and satisfactory participation in the
programme shall be mandatory for those directors and
employees of a corporate member designated by the
committee;

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(m) that the member shall establish and maintain
satisfactory quality control procedures for the member’s
practice;

(n) that in the event the member does not comply with a
term or terms of the order within the time specified, the
member shall be dealt with in such manner as the
committee may determine, including suspension or
expulsion for continued failure to comply with the terms
of the order, and if a corporate member, that a director
or directors who are identified by the committee as
having the authority to cause the corporate member to
comply with the terms of the order shall also be dealt
with in such manner as the committee may determine,
including suspension or expulsion for continued failure
by the corporate member to comply with the terms of the
order;

(o) that the student shall be required to complete
satisfactorily, or to complete satisfactorily again, such
courses and examinations, and to gain such practical
experience, as the discipline committee shall consider
appropriate;

(p) that in the event the student does not comply with a
term or terms of the order within the time prescribed,
the student shall be dealt with in such manner as the
committee may determine, including being struck off the
register of students;

(q) that the member or student shall be disciplined in such
other way as the discipline committee may determine;
and

(r) that notice of the committee’s finding or order or both
shall be given in accordance with by-law 74.

(7) A discipline committee may accept as prima facie evidence
of the facts therein certified, a certificate of a competent Court in which a
conviction, order or declaration was had, returned or made.

(8) A discipline committee shall have power during or after the
conclusion of a formal hearing to admonish informally a member or
student whether found guilty or not.

(9) A discipline committee shall report forthwith to the
Executive Committee and to the parties to the proceedings the
disposition of every charge referred to it.

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45



Notices
74 (1) Notice of any finding or order, or of both finding and order,
made by a discipline committee may be given in such form and manner
as the discipline committee may determine and notice of any order of
expulsion or suspension of a member shall be given to all members of
the Institute promptly after the period allowed for giving notice of appeal
has expired.

(2) Such further or other notice of any finding or order, or of
both finding and order, made by a discipline committee under by-law 74
may be given or published in such a way and at such times as the
discipline committee or the Executive Committee may determine.

(3) Upon the giving of any notice of appeal against a finding or
order of a discipline committee the terms of such order and the operation
of this by-law as to notice and publication shall be stayed pending the
disposition of any such appeal.

(4) All members and students, by their applications for
membership or registration or by their continuance of membership or
registration, shall consent and be deemed to have consented to any
notice or publication under this by-law and by-law 75.

Appeal Committee
75 (1) An appeal committee shall consist of such members of the
Institute, excluding current members of the Council and Executive
Committee not fewer than three, as may be appointed thereto by the
Executive Committee.

(2) An appeal committee may retain legal counsel at any time
during the discipline process

(3) Any member or student found guilty of any charge by a
discipline committee may appeal against any finding or any order under
by-law 73(6)), and any director of a corporate member in respect of whom
an order is made by a discipline committee pursuant to by-law 73(6)(n)
may appeal against such order, by giving written notice of appeal to the
secretary and by paying the fee required by by-law 46(10) not later than
21 days after the date of the making of any such finding or order,
excluding such date but including the day of delivery, or not later than
21 days after the giving of notice of appeal in the case by a professional
conduct committee, whichever is the later.

(4) The Executive Committee or a professional conduct
committee, whichever made the charge, may appeal against any finding
or order made by a discipline committee under by-law 73(6) by giving
written notice of appeal to the secretary not later than 21 days after the
date of the making of any such finding or order, excluding such date but
including the day of delivery, or not later than 21 days after the giving of

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notice of appeal in the case by a student or member, whichever is the
later.

(5) Unless notice of appeal is given as required by paragraph (2)
or (3) or both, and any required fee is paid, the findings and orders of the
discipline committee in any particular case shall be final, binding and
conclusive for all purposes.

(6) Any notice of appeal given under the provisions of this by-
law shall, in the manner required by the provisions of by-law 79(13), set
forth the grounds of appeal and state the relief asked.

(7) When a notice of appeal is duly given, the Executive
Committee shall promptly appoint an appeal committee, and the appeal
committee shall promptly give notice of the time and place in Bermuda
appointed for a hearing of the appeal.

(8) If, at the time appointed for the hearing of an appeal, the
person appealing fails to appear, the appeal committee may in its
discretion dismiss or adjourn such appeal, or proceed in accordance with
by-law 79(4).

(9) If, at the time appointed for the hearing of an appeal, the
person appealing appears, the appeal committee shall either hear the
appeal on the basis set forth in the notice of appeal or, in its discretion,
proceed by way of a new formal hearing provided there is a request to do
so in the notice of appeal.

(10) The procedure before and at any appeal under this by-law
shall be in accordance with the provisions of by-law 79.

(11) The appeal committee shall have power by order to confirm,
reject or change any findings and orders of the discipline committee and
to make any new finding or order which it deems appropriate.

(12) The appeal committee shall have power to order the refund
of part or all of the fee paid by the member or student pursuant to
paragraph (2).

(13) Subject to the provisions of the Act, the findings and orders
of the appeal committee in any particular case shall be final, binding and
conclusive for all purposes.

(14) The Executive Committee may, by order, on such terms as
it thinks just, extend the period within which a person is required or
permitted by this by-law 75 to do any act in any proceedings, even where
the motion for extension is made after the expiration of that period.

(15) The provisions of by-law 74 shall apply mutatis mutandis to
notice or publication of any finding or order, or of both finding and order,
made by an appeal committee.

Title 30
Laws of Bermuda Item 6(a)



47



Taking notice not required
76 Neither the Institute nor the Council nor the Executive
Committee shall be required to take notice of any published article or
private communication or of any statement affecting the conduct of a
member or student.

No cause of action or complaint
77 No member, student or other person shall have any cause of
action or lawful complaint against the Institute, the Council, the
Executive Committee or any member thereof, any member or student, or
any officer, employee, agent, counsel or attorney of the Institute by
reason of anything done or omitted to be done or any other matter or
thing connected with or in respect of any investigation, inquiry, charge,
hearing or report, or any disciplinary proceeding, order or publication,
made or done in good faith under the by-laws.

Procedure at formal hearings and appeals
78 (1) In connection with any formal hearing by a discipline
committee or with any appeal to or other hearing by an appeal
committee, the following rules of procedure in by-law 79 shall apply.

Rules of procedure
79 (1) Any person charged shall be entitled to fifteen days' notice
of the time and place in Bermuda appointed for any formal hearing of the
charge (excluding the day of mailing and the day of hearing) together
with a copy of the charge, addressed to the person at such address as
appears in the records of the Institute or at the last address known to
the secretary.

(2) Any person appealing to an appeal committee shall be
entitled to fifteen days' notice of the time and place in Bermuda
appointed for the hearing of the appeal (excluding the day of mailing and
the day of hearing) at such address as appears in the records of the
Institute or at the last address known to the secretary.

(3) In any case where an appeal committee proceeds by way of
a new formal hearing, no further notice of the new formal hearing shall
be required and the appeal committee may thereupon proceed with such
hearing.

(4) Any person charged or appealing shall attend at the time
and place appointed for the hearing of the charge or of the appeal; if the
person charged or appealing does not attend at the formal hearing or the
appeal, a discipline committee or an appeal committee, as the case may
be, may proceed in the person’s absence and the person will not be
entitled to any further notice in the proceedings;

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(5) At any formal hearing of a charge, the person charged shall
be entitled to be represented by legal counsel or by a member, to be
present during the hearing, to call or question any witnesses either
personally, by counsel or by such member, and to submit statements,
evidence and argument; and at any appeal not involving a new formal
hearing, any person appealing shall be entitled to be represented by legal
counsel or by a member, to be present during the hearing and to submit
argument;

(6) A discipline committee or an appeal committee may require
the attendance before it of any member or student and the production of
any records, books, documents and working or other papers which may
be in the member’s or student’s possession, custody or control and
which may be relevant to the work of the committee;

(7) Unless it be otherwise specially provided, the procedure at
all formal hearings and appeals shall be determined by the rulings of the
chair, whose decision shall be final, binding and conclusive;

(8) A formal hearing or an appeal may be adjourned at any time
and from time to time and no further notice shall be required;

(9) A discipline committee or an appeal committee shall cause
the proceedings at any formal hearing or appeal to be recorded in
shorthand, by electronic means, or otherwise;

(10) Where an appeal is taken under the by-laws —

(a) the chair of the discipline committee shall cause the
record of the formal hearing to be transcribed and shall,
within such time as the chair of the appeal committee
shall fix, furnish copies of the transcription to the appeal
committee, to the person or committee appealing, to the
committee which made the charge and, if the appeal is
taken by the committee which made the charge, to the
person charged, and

(b) the transcription shall be paid for by the party
appealing;

provided that upon application made to the chair of the appeal
committee by the person appealing with notice to all parties not later
than fifteen days from the date of the filing of the notice of appeal, the
chair of the appeal committee may, in his or her absolute discretion,
dispense with the requirement for preparing a complete transcript and
may order instead that there shall be transcribed and furnished only
such portions of the record of the formal hearing as in his or her opinion
bear upon the grounds of appeal set forth in the notice of appeal.

(11) If more than one member or student be involved in any
charge or if there be more than one charge, the formal hearing or appeal

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may proceed as to each charge or member or student separately or
together as the chair may from time to time determine.

(l2) The statutory declaration of any person may be accepted as
prima facie evidence of the facts stated in it, and in any formal hearing a
discipline committee or an appeal committee may administer oaths and
affirmations for the purpose of any of its proceedings and may require
evidence before it to be given under oath or affirmation.

(13) Any notice of appeal given under the provisions of these by-
laws shall set forth the particular grounds of appeal and shall state the
particular relief asked.

(14) Any charge may be amended at the hearing with leave of a
discipline committee provided notice of application for amendment
setting forth the proposed amendment has been given to the secretary of
the Institute and served upon the member or student charged at least
fifteen days prior to the date appointed for the hearing before the
discipline committee.

(15) Any notice of appeal may be amended at the hearing with
leave of the appeal committee, either upon the consent of the parties to
the proceeding or provided that notice of application for amendment
setting out the proposed amendment was given to the other party and
the secretary of the Institute at least five days prior to the date appointed
for the hearing of the appeal.

(16) Where the body hearing the appeal allows an amendment
pursuant to paragraph (15), any reference in these by-laws to a "notice of
appeal" thereafter shall mean the notice of appeal as amended.

(17) Notwithstanding any other provision of these by-laws, an
appeal committee may in a particular case proceed in such manner and
grant such relief as the nature of the case or natural justice may require.

(18) Where there is a variance between the wording of a charge
and the evidence presented in support thereof, and where, in the opinion
of the discipline committee, the member or student has not been
prejudiced by lack of notice, the discipline committee may direct an
amendment of the charge so as to make it conform to the evidence and
proceed with the hearing of the charge, but where, in the opinion of the
discipline committee, the member or student may be prejudiced by such
amendment, the discipline committee may, if it is of the opinion that
such prejudice can be removed by an adjournment, make such
amendment and adjourn the hearing of the charge to a later date. This
paragraph shall also apply to a new formal hearing in accordance with
the provisions of these by-laws and shall be read and construed
accordingly;

(19) Where the good character, propriety of conduct or
competence of the person charged is in issue in any formal hearing, the

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Executive Committee or a professional conduct committee shall furnish
such person with reasonable information of any allegations with respect
thereto prior to the hearing.

(20) any person charged or appealing shall forthwith be
informed of the disposition of the charge or of the appeal —

(a) by personal service; or

(b) by notice mailed by prepaid registered post addressed to
the person at such address as appears in the records of
the Institute or at the last address known to the
secretary;

unless the person charged or appealing is informed in person of the
disposition of the matter at the time of such disposition by the discipline
or appeal committee dealing with it, the time limited by by-law 74 as to
notice or publication of any order, and by by-law 75(3) as to the giving of
notice of appeal, shall be deemed to commence on the day next following
the day of personal service, deemed receipt by mail in accordance with
by-law 33(1), or actual receipt by mail.

(21) A member who has heard a charge as a member of a
discipline committee shall not participate in the hearing of any appeal or
in any new formal hearing in the same matter.

(22) Any finding, order or decision by a discipline committee or
an appeal committee shall be by majority vote on a show of hands;

(23) a discipline committee or an appeal committee, as the case
may be, shall give its final decision together with its reasons in writing.

(24) a discipline committee or an appeal committee, as the case
may be, may, for the purpose of preventing abuse of its processes —

(a) make such orders or give such directions in proceedings
before it as it considers proper;

(b) reasonably limit cross examination of a witness; or

(c) exclude any person from a hearing.

(25) all members of a discipline committee or an appeal
committee, as the case may be, must be present at any formal hearing or
appeal hearing and must participate both in deliberations of the
committee and in reaching its decision, provided

(a) that where any member of such a committee is unable to
be present or to participate because of death, illness or
other cause and there nevertheless remain at least three
members of the committee present and participating,
such remaining members of the committee shall

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51



continue to hear the evidence and the submissions and
reach a decision;

(b) that no member of such a committee shall participate in
its deliberations or in making its decision who has not
heard all of the evidence and the submissions; and

(c) that such a committee may continue to hear the
evidence and the submissions and reach a decision with
fewer than three members present and participating if
all the parties to the proceedings consent.

(26) Notwithstanding by-law 33(1), any notice required to be
given to a member or student by a discipline committee or an appeal
committee under this by-law shall be recognized as having been received
by such member or student on a later day of actual receipt where the
member or student, acting in good faith, did not, by reason of accident,
illness or other cause beyond the member’s or student’s control, receive
a copy of the notice until such later day;

(27) In respect of any charge under the rules of professional
conduct, a certificate of conviction by any competent Court or a certified
copy of the original information or indictment with the endorsement of
the conviction thereon signed by the official having custody thereof, shall
be sufficient evidence of the conviction; and a certified copy of the
original information or indictment with the endorsement of the discharge
thereon, signed by the official having custody thereof, shall be sufficient
evidence of the discharge.

(28) A discipline committee or an appeal committee, as the case
may be, shall determine whether a formal hearing or appeal shall be held
in camera or shall be open to the public, provided that the committee
shall hold the hearing or appeal concerning such matters in camera
where it is of the opinion that —

(a) matters involving public security may be disclosed; or

(b) intimate financial or personal matters or other matters
may be disclosed which it is not necessary in the public
interest to make public and which are of such a nature,
having regard to the circumstances, that it is
undesirable in the interest of a person affected to make
them public.





Made this 14th day of December, 2006



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The Institute of Chartered Accountants of Bermuda