(1) The functions and powers of the Institute shall be exercised and performed by a Council consisting of nine members who shall be resident in Botswana.

            (2) Without prejudice to the generality of subsection (1), the Council shall consist of the following members-

     (a)     three persons appointed by the Minister, who shall not be the Auditor General or the Accountant General; and

     (b)     six persons registered under this Act, who shall be elected by members of the Institute at the annual general meeting of the Institute.

            (3) The Chief Executive appointed under section 26 shall be the Secretary to the Council.

            (4) The members of the Council shall elect a President, Vice President and Treasurer, in accordance with section 15.

            (5) The Minister shall cause the appointment of the members of the Council to be published by notice in the Gazette.

8.       Institute to elect members of Council

            The Institute shall, within one month of expiry of the tenure of office of a member of the Council, elect a member to the Council in accordance with section 7(2)(b).

9.       Powers of Council

            (1) The Council shall carry out such activities as will enable it to discharge the functions and objectives of the Institute.

            (2) Subject to the provisions of this Act, and notwithstanding the generality of subsection (1), the Council shall have power to-

     (a)     enter into such contracts or transactions as may be necessary or expedient for the purpose of discharging its functions;

     (b)     cooperate with or become a member of, or an affiliate of any international body, the functions or objects of which are similar to or connected with those of the Institute;

     (c)     establish and administer such systems or schemes as the Institute may consider necessary or expedient for the discharge of its functions;

     (d)     engage in any activity, either alone or in conjunction with any other organisation or agency, whether local or international, that is connected with or conducive to the discharge of its functions;

     (e)     issue or adopt codes, guidelines and standards relating to financial reporting, accounting and auditing;

     (f)      impose such fees and charges as may be reasonable for services or facilities provided by the Institute;

     (g)     borrow such sums of money or raise such loans as it may require for the purpose of discharging its functions; and

     (h)     do such other acts as are incidental or necessary to any of its functions and powers conferred upon the Institute under this Act.

10.     Tenure of office

            (1) An appointed member of the Council shall be appointed for a term of three years.

            (2) An elected member of the Council shall be elected for a term of two years.

            (3) A member of the Council whose term of office expires shall be eligible for re-appointment or re-election for not more than four terms.

11.     Minister's power to appoint members required to be elected

            (1) The Minister shall appoint a member of the Council where the Institute fails, neglects or refuses to elect a member-

     (a)     within 21 days of notification by the Minister to elect a member, in accordance with section 7(2)(b); or

     (b)     within the period referred to in section 13(1) to fill a vacancy in terms thereof.

            (2) A member of the Council appointed under-

     (a)     subsection (1)(a) shall hold office for such period, not exceeding two years, as the Minister may determine; and

     (b)     subsection (1)(b) shall hold office in accordance with section 13,

and shall be deemed to have been duly elected by the Institute.

12.     Disqualification, removal and resignation

            (1) A person shall not be appointed or elected as a member of the Council or be qualified to continue to hold office as a member who has-

     (a)     in terms of a law in force in any country-

           (i)       been adjudged or otherwise declared bankrupt or insolvent and has not been discharged, or

          (ii)       made an assignment, arrangement or composition with his or her creditors, which has not been rescinded or set aside; or

     (b)     within a period of 10 years immediately preceding the date of his or her proposed appointment, been convicted-

           (i)       in Botswana, of a criminal offence, or

          (ii)       outside Botswana, of an offence which if committed in Botswana, would have been a criminal offence,

and sentenced by a court of competent jurisdiction to imprisonment for six months or more without the option of a fine, whether that sentence has been suspended or not, and for which he or she has not received a free pardon.

            (2) The Council may, by notice in writing, remove a member of the Council from office where the member-

     (a)     is absent without reasonable cause from three consecutive meetings of the Council of which he or she has had notice;

     (b)     is inefficient;

     (c)     has been found to be physically or mentally incapable of performing his or her duties efficiently, and his or her medical doctor has issued a certificate to that effect;

     (d)     contravenes a provision of this Act or otherwise misconducts himself or herself to the detriment of the objectives of the Institute and the Council; or

     (e)     has failed to comply with the provisions of section 21.

            (3) A member of the Council may resign from office by giving 30 days notice in writing to the President.

            (4) The office of a member of the Council shall become vacant-

     (a)     immediately after a ruling against the member is made on all appeals made in respect of charges levelled against him or her under subsection (1)(b);

     (b)     after a period of 30 days has elapsed from the date the member has given notice in writing to the President under subsection (3), of his or her intention to resign;

     (c)     after a period of 30 days has elapsed from the date the member is given notice in writing by the President to vacate office; or

     (d)     when the member is dismissed by the Council on the grounds of contravening a provision of this Act or for misconduct under subsection (2)(d).

            (5) For purposes of subsection (2)(d), "misconduct" includes any act done without reasonable excuse by a member of the Council which-

     (a)     amounts to failure to perform in a proper manner any duty imposed on him or her as a member;

     (b)     is prejudicial to the efficient conduct of the Council; or

     (c)     tends to bring the Council into disrepute.

13.     Filling of vacancies

            (1) The Institute shall, on being notified by the Council in writing of a death or vacation of office of an elected member of the Council, elect, within such period as may be specified in the notice, being not less than 60 days from the date of the notification, a member to fill the vacancy, and the member so elected shall hold office for the remainder of the period for which the former member would, but for his or her death or the vacation of his or her office, have continued in office.

            (2) Subsection (1) shall not apply where the remainder of the period for which the member of the Council whose office has been vacated would otherwise have held office is less than six months.

14.     Co-opted member

            (1) The Council may co-opt any registered member to fill a vacancy-

     (a)     arising from the absence of a member who has been granted leave of absence by the Council; or

     (b)     where the Institute is not called upon to fill a vacancy in accordance with section 13(1).

            (2) The provisions of sections 11(2), 12 and 13 shall, with the necessary modifications, apply in respect of a member co-opted under subsection (1).

15.     President and Vice President of Institute, and Treasurer

            (1) At the first meeting of the Council, the members shall elect from among their number, the President and the Vice President of the Institute, and a Treasurer.

            (2) The President, Vice President and Treasurer shall hold office for a period of one year from the date of their election, and shall be eligible for re-election for one further term.

            (3) On the expiry of the term of office of the President, Vice President and Treasurer, or where the President, Vice President or Treasurer vacates his or her office as such, a new President, Vice President or Treasurer shall be elected by the members from among their number at the next meeting of the Council or as soon thereafter as may be convenient.

            (4) The President, Vice President or Treasurer may vacate his or her office as such even though he or she remains a member of the Council.

            (5) The Vice President shall, whenever the President is absent or unable to carry out his or her functions, exercise the functions of the President during his or her absence.

16.     Reports to Minister

            (1) The President shall from time to time submit, to the Minister, reports with regard to matters relating to the activities of the Institute which, in the opinion of the Council, should be brought to the notice of the Minister.

            (2) The Council shall, when so requested by the Minister, furnish him or her with advice on matters in connection with the accounting profession or cognate matters and shall communicate, to the Minister, information acquired by it in the course of its duties on matters regarded by it as being of public importance.

17.     Remuneration and allowance

            A member shall be paid, out of the funds of the Institute, such remuneration and allowance, if any, as the Council may from time to time determine.