Certified Public Accountants

Memorandum of Association of Association of Certified Public Accountants

1. The name of the Company is "The Association of Certified Public Accountants " (hereinafter called "the Association").
2. The Registered Office of the Association will be situate in England.
3. The objects for which the Association is established are :-
1. a) i. To provide a professional association for accountants engaged in public practice within the United Kingdom of Great Britain and Northern Ireland and for suitably qualified employees of such practising public accountants.
2. ii. To protect the designation 'Certified Public Accountant' and the designatory letters 'FCPA and ACPA,' for the benefit of the members of the Association and such other persons as, being members of the Corporation of Public Accountants of Britain, formerly the Association of Certified Public Accountants of Britain, are from time to time entitled to use that designation and those designatory letters.
3. iii. To promote the better regulation of the understanding of the accountancy profession in general and of the practising public accountant in particular.
4. iv. To represent and promote the interests of the Association and its members with government and governmental bodies, in particular statutory recognition for audit and accountancy purposes.
5. v. To represent and promote the interests of the Association and its members with business, commercial and trade associations the business community as a whole and the general public.
6. vi. To promote a better understanding of and provision of, accountancy and business advice and services to small and medium sized business enterprises
7. vii. To promote a better understanding of and provision of accountancy and general advice and services to charitable and voluntary organisations.
8. viii. To provide for the better definition and advancement of the profession of practising public accountants and for the supply of such practising public accountants by the promotion and conduct of a system of examinations, and or training, the issue of certificates, the award of prizes and distinctions for merit and the conferment of distinguishing diplomas or classifications.
9. ix. To recruit to the profession men and women of good education and character.
10. x. To develop and improve the technique and practice of the practising public accountant and to promote the study of and provide instruction in accountancy.
11. xi. To promote and maintain high standards of professional etiquette and conduct.
12. xii. To promote a specialised organisation for qualified and experienced practising public accountants and to do all such other things as from time to time may be necessary or desirable to maintain and advance the status and interests of the profession.
13. b) To print, publish, circulate, sell, buy or manage or support, books, reports, journals, newspapers, magazines, periodicals, circulars and other publications so far as the same tend to promote the foregoing objects and otherwise to btain and distribute information which may be of interest to persons engaged or interested in the profession and to maintain a Library.
14. c) To superannuate members of the staff employed by the Association.
15. d) To purchase or sell, take or let on lease, take or give in exchange or on hire, or otherwise, acquire, hold or dispose of any estate or interest in lands, buildings, easements, concessions, machinery, plant, stock in trade, goodwill, trade marks, patents, copyright or licenses, or any other real or personal property or any right, privilege, estate or interest.
16. e) To improve, manage, develop, or otherwise deal with any property and rights and undertakings of the Association for such consideration as the Association may think fit.
17. f) To borrow or raise money for the purposes of the Association and for that purpose to mortgage or otherwise charge the whole or any part of the Association's undertaking, property and assets.
18. h) To pay out of the funds of the Association the expenses of or incidental to the formation and registration of the Association.
19. i) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations, with which the Association is authorised to amalgamate.
20. j) To subscribe or guarantee money for any charitable, benevolent, educational or social object or for any exhibition or for any public, general or useful object which the council may think desirable or advantageous to the Association.
21. k) To invest moneys of the Association not immediately required upon such securities and in such manner as the Council may from time to time determine.
22. l) To do all such other things as are incidental or conducive to the attainment of the above objects.
4. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the Members of the Association. PROVIDED that nothing herein contained shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, nor prevent the payment of interest at a rate not exceeding five per cent per annum on money lent, or reasonable and proper rent for premises demised or let by any Member of the Association; but so that no Member of the Council of the Association or any officer of the Association paid fees, and that no remuneration or other benefit in money or money's worth shall be given by the Association to any Member of such Council except repayment of out of pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the Association; provided that the provision last aforesaid shall not apply to any payment to any company of which a Member of the Council may be a Member and in which such Member shall not hold more than one hundredth part of the capital, and such Member shall not be bound to account for any share of profits he may receive in respect of any such payment.
5. The liability of the Members is limited
6. Every Member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while he is a Member, or within one year after he ceases to be a Member, for payment of the debts and liabilities of the Association contracted before he ceases to be a Member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contribution among themselves, such amount as may be required not exceeding five pounds.
7. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same sum shall not be paid to or distributed among the Members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their Members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision then to some charitable object.

The Companies Act 1985 and the Companies Act 1989

Company Limited by Guarantee and Not having a share capital

Articles of Association of The Association of Certified Public Accountants

Interpretation

1. In the Articles:-
"the Act" means the Companies Act 1985 and 1989.
"the seal" means the common seal of the Association.
"the Council" means the Council of Management of the Association.
"secretary" means any person appointed to perform the duties of the secretary of the Association.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other means of representing or reproducing words in visible form.
Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these articles become binding on the Association.

Membership

2. The number of members with which the Association proposes to be registered is one, being the subscriber to the Memorandum of Association, but the Council may from time to time register an increase of members as follows:
3. Membership is open only to accountants of good character engaged in public practice within the United Kingdom or employees of such practising public accountants. Accountants engaged in industry, commerce, local and national government, or accountants resident outside of the United Kingdom shall be excluded from becoming members. There shall be three grades of membership in the context of the meaning of the Act :-
- a. Founding Member. The Founding Member is the Corporation of Public Accountants of Britain (formerly the Association of Certified Public Accountants of Britain).
- b. Fellow. Fellows shall be over the age of twenty five and have passed the Fellowship Examination.
- c. Associate. Associates shall hold the National Vocational Qualification Level 4 (Accounting Practice) or its recognised equivalent and :-
- i) be over the age of thirty and have been a principal, partner or director of a practice, firm or company of practising public accountants in the United Kingdom for not less than ten years, or
- ii) be over the age of thirty five and have been an employee of a practice, firm of or company of practising public accountants in the United Kingdom with fifteen years relevant practical experience approved by the Council, or
- iii) be over the age of forty and have twenty years relevant practical experience approved by the Council.
4. Membership shall be renewable annually on the first day of January in each year. A member must have paid the current year's subscription, and any arrears and be in possession of a current annual membership certificate to be entered onto the roll of membership. All members are permitted to designate themselves as "Certified Public Accountants" Fellows being allowed to use the designatory letters FCPA and Associates ACPA.
5. Associated persons. There shall be Contributors, Affiliates, Licentiates and Students none of whom will be members within the meaning of the Act and who shall be regulated as appropriate by the Council.
6. A member may at any time withdraw from membership by giving at least seven clear days notice to the Association. Membership shall not be transferable and shall cease on death.
7. The Council may terminate a persons membership by giving thirty days notice in writing.

Practising Certificates

8. A member who is in practice on his/her own account as a principal, partner, director or shareholder in a practice, firm or company of practising public accountants is required to hold a valid current practising certificate.
9. For a firm, partnership or limited company to use the designation Certified Public Accountant/s all the partners or directors/shareholders must be members of the Association and hold a valid, current, practising certificates. The Association would not be in a position to regulate a firm unless all the partners, directors/shareholders were members of the Association.
10. A member who is not in practice on his/her own account as a principal or partner in a firm or director of a company of practising public accountants within the United Kingdom is not required to hold a practising certificate. Such members will be issued with a practising certificate, should they so wish, provided they meet all the criteria for the issuance of a practising certificate.
11. Applicants for a practising certificate must:-
- a) hold adequate professional indemnity insurance for the size of their practice such cover shall not be less than the annual gross recurring fee income of the practice, firm or company.
- b) have completed the required amount of continuing professional education prior to making their application and still be engaged on an approved course of continuing professional education for the whole of the ensuing year.
- c) not be barred from holding a practising certificate by order of the Council.
12. Practising certificates are issued on an annual basis from 6th April until the 5th April the following year.
13. Members using the designation "Certified Public Accountant" or the designatory letters in connection with a practice, firm or company of practising public accountants who do not hold a current valid practising certificate will be subject to disciplinary procedures.

General Meetings

14. The Association shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Association and that of the next. Provided that so long as the Association holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Council shall appoint. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
15. The Council may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such resolution, or, in default, may be convened by such requisitionists, as provided by Section 368 of the Act. If at any time there are not within the United Kingdom sufficient members of the Council capable of acting to form a quorum, any member of the Council or any two members of the Association may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Council

Notice of General Meetings

16. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty one days notice in writing at the least and a meeting of the Association other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by fourteen days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting and, in case of special business, the general nature of that business and shall be given, in the manner hereinafter mentioned or in such other, manner, if any, as may be prescribed by the Association in general meeting, to such persons as are, under the Articles of the Association, entitled to receive such notices from the Association:
Provided that a meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed :-
- a. in the case of a meeting called as the Annual General Meeting, by all members entitled to attend and vote thereat; and
- b. in the case of any other meeting, by majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent. of the total voting rights at that meeting of all the members,
17. The accidental omission to give notice of a meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Proceedings at General Meetings

18. All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting, with exception of the consideration of the accounts, balance sheet and the reports of the Council and auditors, the election of members of the Council in the place of those retiring and the appointment of, and the fixing of the remuneration, of the auditors.
19. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, two members present in person shall be a quorum.
20. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Council may determine.
21. The Chairman, if any, of the Council shall preside as chairman at every General Meeting of the Association, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the members of the Council present shall elect one of their number to be Chairman of the Meeting.
22. If at any meeting no member of the Council is willing to act as Chairman or if no member of the Council is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
23. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unresolved at the meeting from which the adjournment took place. When such meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at the adjourned meeting.
24. at any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
- a. by the Chairman; or
- b. by at least two members present in person or by proxy;
- c. by any member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting.
Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
The demand for a poll may be withdrawn
25. Except as provided in Article 27, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
26. In the case of an equality of shares, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second vote.
27. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded pending the taking of the.
28. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Association duly convened and held.

Votes of Members

29. Every member shall have one vote except the Founding Member who shall have ten thousand votes.
30. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver, or curator bonis appointed by that court and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.
31. No member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Association have been paid.
32. On a poll votes may be given either personally or by proxy.
33. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the Association.
34. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarlally certified copy of that power or authority shall be deposited at the registered office of the Association or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, if not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
35. An instrument appointing a proxy shall be in the following form or a form as near as circumstances admit :
" The Association of Certified Public Accountants I/We of in the County of being a member/members of the above named Association, hereby appoint of or failing him of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary. as the case may be) General Meeting of the Association to be held on the day of 19 and at any adjournment thereof. signed day of 19 ."
36. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit :
" The Association of Certified Public Accountants I/We of in the County of being a member/members of the above named Association, hereby appoint of or failing him of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary. as the case may be) General Meeting of the Association to be held on the day of 19 and at any adjournment thereof. Signed day of 19 This form is to be used in favour of/against* the resolution.unless otherwise instructed, the proxy will vote as he thinks fit. Strike out which is not desired."
37. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
38. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Corporations acting by representatives at meetings

39. Any corporation which is a member of the Association may by resolution of its Board of Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Association, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Association.

Council of management

40. The maximum and minimum number of the members of the Council may be determined by the Association in General Meeting. In the event of the minimum number of members of the Council fixed pursuant to these Articles being one, a sole member of the Council shall have authority to exercise all the powers and discretion's by these Articles expressed to be vested in the members of the Council generally.
41. The remuneration of the members of the council shall from time to time be determined by the Association in General Meeting. Such remuneration shall be deemed to accrue from day to day. The members of the Council shall also be paid all reasonable traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Council or any committee of the
Council or General Meetings of the Association or in connection with the business of the Association.

Borrowing powers

42. The Council may exercise all the powers of the Association to borrow money, and to mortgage or charge its undertaking and property, or any part thereof and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Association or of any third party.

Powers and duties of council

43. The business of the Association shall be managed by the Council, who may pay all expenses incurred in promoting and registering the Association and exercise all such powers of the Association as or not, by the Act or by these Articles, required to be exercised by the Association in General Meeting, subject nevertheless to the provisions of the Act or these articles and to such regulations, being not inconsistent with the aforesaid provisions, as may prescribed by the Association in General Meeting; but no regulation made by the Association in General Meeting shall invalidate any prior act of the Council which would have been valid if that regulation had not been made.
44. The Council may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Council, to be the attorney or attorneys of the Association for such purposes and with such powers, authorities and discretion's ( not exceeding those vested in or exercisable by the members of the Council under these articles) and for such period and subject to such conditions as they may think fit, and such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Council may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and descriptions vested in him.
45. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Association, shall be signed drawn, accepted, endorsed or otherwise executed, as the case may be, in such a manner as the Council shall from time to time by resolution determine.
46. The Council shall cause minutes to be made in books provided for the purpose:
a. of all appointments of officers made by the Council;
- b. of the names of the members of the Council present at each meeting of the Council and of any committee of the Council;
- c. of all resolutions and proceedings at all meetings of the Association, and of the Council, and of Committees of Council;
and every member of the Council present at any meeting of the Council or committee of the Council shall sign his name in a book kept for that purpose

Disqualification of members of the council

47. The office of member of the Council shall be vacated if the member :-
- a. Without the consent of the Association in General Meeting holds any other office of profit under the Association; or
- b. becomes bankrupt or makes an arrangement or composition with his creditors generally; or
- c. becomes prohibited from being a member of the Council by reason of any disqualification order made under the Act; or
- d. becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
- e. resigns his office by notice in writing to the Association; or
- f. is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in the manner required by Section 317 of the Act
A member of the Council shall not vote in respect of any contract in which he is interested or any matter arising thereat, and if he does so vote his vote shall not be counted.

Rotation of members of the council

48. At the first Annual General Meeting of the Association all the Members of the Council shall retire from office and at the annual General Meeting in every subsequent year one third of the members of the Council for the time being or if, their number is not hree or a multiple of three, then the number nearest one third, shall retire from office.
49. The members of the Council to retire in every year shall be those who have been longest in office since their last election, but as between persons who became members of the Council on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
50. A retiring member of the Council shall be eligible for re-election.
51. The Association at the meeting at which a member of the Council retires in manner aforesaid may fill the vacated office by electing a person thereto and in default the retiring member of the Council shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such member of Council shall have been put to the meeting and lost.
52. No person other than a member of the Council retiring at the meeting shall unless recommended by the Council be eligible for election to the office of member of the Council at any General Meeting unless, not less than three nor more than twenty-one days before the date appointed for the meeting, there shall have been left at the registered office of the Association notice in writing signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by that person of his willingness to be elected.
53. The Association may from time to time by ordinary resolution increase or reduce the number of members of the Council and may also determine in what rotation the increased or reduced number is to go out of office.
54. The Council shall have the power at any time and from time to, time, appoint any person to be a member of the Council, either to fill a casual vacancy or as an addition to the existing members of the Council, but so that the total number of members of the Council shall not at any time exceed the number fixed in accordance with these Articles. Any member of the Council so appointed shall hold office until the next following Annual General Meeting and shall then be eligible for re-election, but shall not be taken into account in determining the members of the Council who retire by rotation at such meeting.
55. The Association may by ordinary resolution, of which special notice has been given in accordance with Section 379 of the Act, remove any member of the Council before expiration of this period of office notwithstanding anything in these articles or in any agreement between the Association and such member of the Council. Such removal shall be without prejudice to any claim such member of the Council may have for damages for breach of any contract of service between him and the Association.
56. The Association may by ordinary resolution appoint another person in place of a member of the Council removed from office under the immediately preceding Article. Without prejudice to the powers of the Council under Article 54 the Association in General Meeting may appoint any person to be a member of the Council either to fill a casual vacancy or as an additional member of the Council. The person appointed to fill such vacancy shall be subject to retirement at the same time as if he had become a member of the Council on the day on which the member of the Council in whose place he is appointed was last elected a member of the Council

Proceedings of the council

57. The members of the Council may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A member of the Council may, and the secretary on the resolution of a member of the Council shall, at any time summon a meeting of the Council. It shall not be necessary to give notice of a meeting of Council to any member of the Council for the time being absent from the United Kingdom.
58. The quorum necessary for the transaction of the business of the Council may be fixed by the Council and unless so fixed shall be one.
59. The continuing members of the Council may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Association as the necessary quorum of members of the Council, the continuing member or members of the Council may act for the purpose of increasing the number of members of the Council to that number, or of summoning a General Meeting of the Association, but for no other purpose.
60. The Council may elect a chairman, who may also be the Chief Executive Officer of the Association, of their meetings and determine the period for which he is to hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the holding the same, the members of the Council present may chose one of their number to be chairman of the meeting.
61. The Council may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by Council.
62. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the holding the same, the members present may choose one of their number to be chairman of the meeting.
63. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in the case of an equality of votes the chairman shall have a second or casting vote.
64. All acts done by any meeting of the Council or of a committee of the Council, or by any person acting as a member of the Council, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member of the Council or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if ever such person had been duly appointed and was qualified to be a member of the Council.
65. A resolution in writing, signed by all the members of the Council for the time being entitled to receive notice of a meeting of the Council, shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held.

Honorary officers

66. The Council shall appoint one or more of their number or such other person or persons, who need not be members of the Association, to the office of President, Vice President or other such title as they think fit. The appointment continuance in office and remuneration of such honorary officers shall be at the discretion of the Council. Honorary Officers shall not be able to attend and vote at Council meetings or General Meetings of the Association other than in their capacity as ordinary Council members or as ordinary members of the Association, should they be members.

Chief executive officer

67. The Council shall appoint one of their number to the position of Chief Executive Officer of the Association. Such person being responsible for the day to day management of the Association. Such person shall report to the Chairman of the Council. Where the positions of Chairman and Chief Executive Officer are held by one and the same person, the "Chief Executive Officer" shall report to the Deputy Chairman of Council. The Chief Executive Officer shall be remunerated as the Council sees fit, such remuneration being fixed by a committee of the council appointed for that purpose.

Secretary

68. Subject to Section 13(5) of the Act, the secretary shall be appointed by the Council for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
69. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a member of the Council and the secretary shall not be satisfied by its being done by or to the same person acting both as member of Council and as, or in place of, the secretary.

The Seal

70. The Council shall provide for the safe custody of the seal, which shall only be used by the authority of the Council or of a committee of the Council authorised by the Council in that behalf, and every instrument to which the seal shall be fixed shall be signed by a member of the Council and shall be countersigned by the secretary or by a second member of the Council or by some other person appointed by the Council for the purpose.

Accounts

71. The Council shall cause accounting records to be kept in accordance with the Sections 221 to 223 (inclusive) of the Act.
72. The accounting records shall be kept at the registered office of the Association or, subject to Section 222 of the Act, at such other place or places as the Council thinks fit, and shall always be open to the inspection of the officers of the company.
73. The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members not being members of the Council, and no member ( not being a member of the Council) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Council or by the Association in General Meeting.
74. The Council shall from time to time in accordance with Sections 227 to 229 (inclusive) of the Act, cause to be prepared and to be laid before the Association in General Meeting such income and expenditure accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.
75. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in General Meeting, together with a copy of the auditor's report (if appropriate) and report of the Council, shall not less than twenty one days before the date of the meeting be sent to every member of, and every holder of debentures of, the Association. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Association is not aware or to more than one of the joint holders of any debentures.

Notices

76. A notice may be given by the Association to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Association for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and to have been affected in the case of a notice of a meting at the expiration of 24 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.
77. Notice of General Meeting shall be given in any manner hereinbefore authorised to :-
- a) every member except those members who (having no registered address within the United Kingdom) have not supplied to the Association an address within United Kingdom for the giving of notices to them;
- b) every person being a legal personal representative or a trustee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and
c) the auditor for the time being of the Association
No other person shall be entitled to receive notices of General Meetings.

Rules of Bylaws

78. The Council may from time to time make such Rules or Bye Laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing the classes of and conditions of membership and in particular but without prejudice to the generality of the foregoing, they may by such Rules or Bye Laws regulate
- a) The regulation of members of the Association and the rights and privileges of such members and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members.
- b) The conduct of members of the Association in relation to one another and to the Association's servants.
- c) The setting aside of the whole or any part or parts of the Association's premises at any particular time or times or for any particular purpose or purposes.
- d) The procedure at general meetings and meetings of the Council and Committees of the Council in so far as such procedure is not regulated by those present.
- e) And generally, all such matters as are commonly the subject of the Association's rules.

The Association in General Meeting shall have power to alter or repeal the Rules or Bye Laws and to make additions thereto and the Council shall adopt such means as they deem sufficient to bring to the notice of members of the Association all such Rules or Bye Laws, which so long as they shall be in force, shall be binding on all members of the Association. Provided, nevertheless, that no Rule or Bye Law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of Association of the Association.

The Association of Certified Public Accountants and The Society Of Practising Accountants

Rules and Bye-laws

Part 1

Regulations for the Conduct of Examinations

The Council of Association of Certified Public Accountants, in exercise of the powers conferred by section 79 of the Association's Articles of Association and of all the powers enabling them in that behalf, hereby make the following Regulations.

Citation, commencement and interpretation.

1.1.1 These Regulations may be cited as "Examination Regulations" and shall take effect from 9th September 1994. In these Regulations:-

"these regulations" means Association of Certified Public Accountants , Rules and Bye-laws Part 1 "Regulations for the Conduct of Examinations."
"the Act means the Companies Act 1985 and 1989.
"Student" means a person entered on the register of registered students.
"Applicant" means a person who has applied or is in the process of applying for registration as registered student of the Association.
"Application" means an application for registration as a student submitted in the required format.
"approved practical experience" means accountancy experienced which in the opinion of the Council is considered appropriate.
"appropriate academic qualifications" means qualifications which the Council considers appropriate.
"the bye-laws" means the bye-laws of the Association from time to time in force.
"the Council" means the Council of the Association.
"Examinations Committee" means the Examinations Committee of the Association.
"Admissions Committee" means the Admissions Committee of the Association.
"Approved Course of Study" means a course of study approved by the Association
"Examination Centre" means a place approved by the for the conduct of examinations.
"firm" means a partnership or an incorporated company.

1.1.2 Words implying the masculine gender shall also include the feminine and words in the singular shall include the plural and vice versa.

Examination Dates

Details of examination dates and venues are available from the Administrator.

Modular System of Examination, and Conditions of Entry

Candidates will receive a credit for each paper in which the pass mark is achieved and will therefore be required to re-sit only those papers in which they have been unsuccessful.

Credits will be retained indefinitely, although they will be kept under review and time limits imposed if necessary.

Candidates must sit all papers required of them at each part on the same occasion, and must complete each part in sequence before proceeding to the next.

In no circumstances may the papers of one part be taken with those of the next, as all papers are taken on the same days.

Notes on the examination

(1) Questions involving a knowledge of new legislation will not be asked within six months of the passing of the relevant legislation. Subsequently, questions will become progressively more detailed.
(2) In the answers to the examination questions, candidates are expected to comply with the best accounting practices as embodied in the statements of standard practice ( SSAP`s ) issued by the accounting standards committee and relevant to the syllabi.
(3) Details of tax notes and allowances will be supplied to candidates sitting the taxation papers.
(4) Candidates are permitted to use simple battery operated pocket calculators. No memory or scientific type calculators are allowed.
(5) Candidates are permitted to use charting templates as required.
(6) Part of the grading of the papers is on the skills of writing, spelling, punctuation and neatness.

The Admissions Committee may refuse an application without stating their reasons for doing so.

Certificates of membership remain at all times the property of the Institute.

All students/members are welcome to call to Head Office at any time for information regarding this application or for information on the Institute.

Certified Copies of academic/professional qualifications must also be enclosed.

All applications must be sent to Head Office.

The appropriate fees must be enclosed with the application but they will be refunded in the event of the application being unsuccessful. Cheques / Postal Orders ( not cash ) should be made payable to "Association of Certified Public Accountants." References should be enclosed with this application form in order to facilitate a speedy reply. Copies of the Association's Bye-laws and rules are available from Head Office.

Scheme of Examinations and Syllabus

1.2 Scheme of Examinations and Examination Syllabus.

FORMATION 1 PAPER 1 ACCOUNTING ( 1 )
PAPER 2 STATISTICS
PAPER 3 ECONOMICS
PAPER 4 LAW ( 1 ) - MERCANTILE

FORMATION 2 PAPER 1 ACCOUNTING ( 2 )
PAPER 2 LAW ( 2 ) - COMPANY AND PARTNERSHIP LAW
PAPER 3 TAXATION ( 1 )
PAPER 4 AUDITING ( 1 )

PROFESSIONAL 1 PAPER 1 ACCOUNTING ( 3 )
PAPER 2 LAW ( 3 ) EXECUTORSHIPS, BANKRUPTCY LIQUIDATION AND RECEIVERSHIPS, TRUSTS
PAPER 3 FINANCIAL MANAGEMENT.

PAPER 4 MANAGEMENT ACCOUNTING ( 1 )
PAPER 5 DATA PROCESSING AND COMPUTER SCIENCE.
PROFESSIONAL 2 PAPER 1 ACCOUNTING ( 4 )
PAPER 2 MANAGEMENT ACCOUNTING ( 2 )
AND INFORMATION SYSTEMS.

PAPER 3 TAXATION ( 2 )
PAPER 4 AUDITING ( 2 )

1.2.1.1 Formation 1, Paper 1, Accounting 1

Functions of accounting

The terminology and conceptual framework within which accounting operates.

The nature and purpose of the accounting information systems and it's relation to the physical and financial activities of the organisation.

Principles and practice of book-keeping, including books of account and supporting records.

Allocation of expenditure between capital and revenue, creation of reserves and provisions, the treatment accrued expenditure and payment in advance.

Preparation and presentation of simple final accounts and other financial statements for sole traders, partnerships and non-commercial organisations.

Preparation of accounts from incomplete records, income and expenditure accounts, receipts and payment accounts of clubs and charities.

Introduction to the accounts of limited companies.

Accounting treatment of fixed assets. Concept of depreciation and the methods of providing for it.

1.2.1.2. Formation 1, Paper 2, Statistics

Role of statistics in business - analysis and decision-making. Sources of data, nature, appreciation, precautions in use. Descriptive and international Statistics. Presentation of data.

-The Frequency distribution, histograms, frequency polygrams, frequency curves, ogives, Other methods of graphical description.
-The arithmetic mean, the median, the quartiles, the mode. Relationship among the mean, median, mode.
-The range, the quartile deviation, the mean deviation, the standard deviation, the co-efficient of variation, the measure of skewness.
-Meaning of probability, nature of probability distributions. Binominal, Normal and Poisson Distributions.
-Role of sampling distributions; point estimation, confidence, intervals for population means and proportions; hypothesis testing principles, levels of significance. Sample design, bias, error and confidence level, level of significance, simple tests of hypothesis.
-Comparing observed frequencies to expected frequencies, contingency tables, interpretation of the X 2 test.
-Simple linear regression, (least squares analysis). Simple forecasting using regression scattergraphs.
-Meaning of correlation co-efficient, computation in simple correlation analysis, rank correlation.
-Components of a time series, tend analysis, seasonal variations, cyclical and irregular variations, use of time series analysis in forecasting.
-Construction of Index Numbers, leading indexes - Paasche, Leaspreyes, use of index numbers
-Construction of simple networks. Critical path Analysis.

1.2.1.3 Formation 1, Paper 3, Economics.

Price theory; demand and supply, concepts of equilibrium, elasticity, applications of demand and supply, and the theory of consumer behaviour.
Production theory, short run and long run costs, objectives and behaviour of the firm under different market situations, for example, perfect competition, monopoly, oligopoly and monopolistic competition.
Distribution theory and factor pricing, marginal productivity theory, the least combination of factors, the pricing the factors, wages, profit, rent and interest.
Issues in microeconomics policy, public ownership and control location and regional policy, control of monopolies, mergers and restrictive practises, the government and industrial efficiency.
National income; income, expenditure and output methods of accounting, the circular flow of income as recorded in the sector accounts.
Determination of the national product; analysis of consumption, saving and investment behaviour and their interaction in a simple economic model. The multiplier and accelerator concepts.
Fluctuations in the national income; unemployment and business cycles, inflation and deflation.
Monetary sector business and finance, functions of money, quantity theory of money, commercial and central banks, the capital market.
International trade- theory of international trade, the balance of payments, fixed and variable exchange rates, international economic institutions such as I.M.F. and E.E.C.

1.2.1.4 Formation 1, Paper 4, Mercantile Law.

Introduction:
The sources of law, the legal system in operation; structure of the courts; enforcement; civil and criminal divisions.
Property Law:
Real estate, freehold, leasehold, personal estate.
The Law of Tort:Principles, Types of tort, libel, slander, negligence, remedies.
Contract Law:
Nature of contract, essential elements, offer and acceptance, mistakes, fraud, misrepresentation, discharge, performance, breach of contract, remedies, unenforceable contracts.
Commercial Law:
Sale of goods; credit sale; hire purchase; leasing; negotiable instruments; agency; law relating to freight and carriage.
General:
The effect of EEC. regulations and directives on U.K., law

1.2.2.1. Formation 2, Paper 1, Accounting 2.

Concepts:
Concepts in the preparation of final accounts and balance sheets and the purpose which they are prepared and used, the limitations of accountancy with particular reference to the effects of inflation, depreciation policy, stock valuation and revaluation of fixed assets.
Accounts for Partnerships:
Partners` capital accounts, valuation of and accounting for goodwill in partnership accounts, preparation of partnership final accounts and balance sheet and accounts for incoming and outgoing partners and partnership dissolution.
Company Accounts:
Issue and forfeiture of shares, accounting for preference shares and debentures, preparation of limited company final accounts and balance sheets and requirements of Companies Act 1985 & 1989 and Statements of Standard Accounting Practice regarding the accounts and balance sheet of private and public limited companies.
Information for Management:
Accounting information for management including preparation of budget profit and loss accounts, cash flow statements, capital investment budgeting.
Interpretation of financial statements; preparing and presenting reports thereon. A knowledge of significant accounting ratios and their uses will be required.

1.2.2.2. Formation 2, Paper 2, Partnership Law, Company Law

Pre-incorporation and formation procedure;

registration, memorandum and articles of Association, effect of registration, issue of prospectuses and offers for sale, allotments and issue of shares, provisions of Companies Acts.
Shares; types of shares, rights of shareholders, transfer and transmission of shares, stock exchange regulations, protection of minorities.
Accounts and balance sheets; particulars to be disclosed, group accounts, profits available for dividend.
Capital increases in reductions; rights and bonus issues, mortgages and debentures, registrations of charges, re-organisation and reconstruction, legalities regarding auditors and audit reports, rights and duties of auditors.
Receivership, winding up and liquidation's; duties and rights of receivers and liquidators, types of liquidators, types of liquidation's; effects of receivership or liquidation on shareholders, directors and employees. Board of directors and shareholders meeting; types of resolutions, length of notice of meetings; requirements for a valid meeting, voting procedures, legal position of directors and secretary and their duties and responsibilities.
Disclosure requirements; notices and resolutions to be filed with Registrar of Companies, Annual Return, Directors Report, Statutory Books, inspection by members of the public.
Definition of partnership; formation dissolution, Partnership Act, partnership agreements, relations with third parties, power and duties of partners, retirements of partners.
EEC. regulations and directives.

1.2.2.3. Formation 2, Paper 3, Taxation (1).

Characteristics and classification; historical development of taxation; role of taxation in the economy; classifications and characteristics; direct taxes; progressive, proportional and regressive taxes; defining the tax base; comparative taxation; the legislation, patterns of evasion and avoidance.
Definitions;
Individuals, Partnerships; the definition of income and gains to include capital gains; problems of using income as the tax base; the schedules and their meaning; profit as a tax base, adjustments to accounting profit; relief's for capital expenditure; taxation on individuals and partnerships.
Schedules:
Schedules D, Cases 1 and 11; calculation on amounts assessable for each year of assessment, including commencements, cessation's and partnerships the determination of capital allowances and the income tax years for which due; calculation of relief for losses, including terminal losses.
Cases 111, 1V, V, and V1; determination of amounts assessable and years of assessment thereof; Schedule E; determination of amounts assessable and relief due for expenses in each year of assessment; Schedule A; knowledge of the various allowances and relief's available to individuals and the conditions under which granted, computations of taxation on incomes and capital gains.
Taxation System:
Knowledge of the working of the taxation system, methods of administration and collection direct and indirect taxation; appreciation of the role of the accountant in the taxation system.

1.2.2.4. Formation 2, Paper 4, Auditing (1)

Principles of Auditing:
The purpose and objectives of the audit; the role of the auditor; audit and limitations, distinction between auditor and the accountant.
Appointment of the Auditor:
Qualifications and remuneration; letters of engagement; powers, rights and duties of the auditor; removal of the auditor; distinction between auditor of limited company and auditor of partnership or sole trader.
Audit planning and procedures; first audits; interim audits and final audits; internal control; meaning and purpose of internal control; reliance on systems of accounting and internal audit; audit programme and detailed procedures associated therewith; audit files and audit working papers; standard confirmation procedures; vouching, checking and testing.
Vouching and verification tests; cash and bank transactions, including bank reconciliation statements; salaries and wages; purchases and sales including returns; stock and work in progress records maintained; verification of existence and value; fixed assets and depreciation; other assets and liabilities including contingent liabilities; provisions, including bad debts, discounts, statutory books, share capital and final accounts; letters of representation.
Published accounts and audit reports; statutory requirements as to published accounts and reports; qualification of audit reports; knowledge of the content of SSAP` s and of their implications for auditors

1.2.3.1. Professional 1, Paper 1, Accounting (3).

Partnerships; the significance of goodwill and its valuation; the formation and dissolution of partnership; the amalgamation and sale of partnerships. Companies; take-over of sole traders and partnership; pre-incorporation profits; capital reduction and re-construction schemes; preparation and presentation of final accounts - this will require a knowledge of recommended accounting practice in relation to the treatment of specific items such as investment grants, taxation, including deferred taxation, research and development expenditure, extraordinary items and also in relation to inflation accounting.
Mergers and acquisitions;
Accounting considerations including the treatment of pre-acquisition profits and goodwill; book-keeping entries and preparation of accounts.
Consolidated accounts;
Preparation and presentation of profit and loss accounts and balance sheets for groups of companies, including subsidiary and associated companies (including adjustments for inter-company dealings and dividends).
Preparation of accounts from incomplete records.
Analysis and interpretation; Analysis and interpretation of final accounts and the drafting and presentation of reports thereon.

1.2.3.2. Professional 1, Paper 2, Insolvency.

Executorships;
Disposition of property by will or devolution or testacy, elements of a valid will; powers, rights and duties of executors, administrators and trustees - personal representatives; grant of probate - letter of administration, intestacy;
Administration of estates and sanctions; apportionment's executorships and trust accounts; inheritance act, general principles of law.
Bankruptcy;
Acts of bankruptcy, petitions, receiving orders; official receiver; statement of affairs; meetings of creditors; and debts provable; discharge of bankruptcy and deeds of arrangement.
Liquidation and Receivership; Duties and powers of receivers and liquidators; relationships of liquidators and receivers with directors, employees and the company; types of liquidation; the distinctive features of liquidation contrasted with receivership; reports and returns, creditors, shareholders and registrar of companies; accounting for receiverships and for liquidation's.

1.2.3.3. Professional 1, Paper 3, Financial Management.

Finance; provisions, generation, and conservation; as corollary of the other planning processes; the need for, nature and reality of profit; maximising the return on capital employed; stability and liquidity, effective financial control.
Capital structure and capital gearing; sources of capital, leasing or buying, the new issue market and financial institutions; stock exchange requirements, issuing house practise and investigations, government grants and subsidies; the influence of taxation on financial decisions and methods of capitalisation.
Forecasting capital requirements; cost of capital and the measurement of return on capital employed; control and management of working capital resources; employment of surplus funds; cash flow and liquidity; growth of a business and its impact on financial requirements.
Stock market ratios; dividend policy, policy of changing price levels, retention of profits and financing fixed asset replacement.
Holding companies and group structures; financial control of companies and the use deployment of group financial resources.
Valuation of quoted and unquoted companies; mergers and acquisitions; capital reorganisation and reconstructions.
Capital expenditure, the cost of capital and the analysis of risks, optional financing, capital rationing, replacement, expansion, assets disposal and uncertainty; authorisation and control of expenditure on capital and research and development projects, techniques of investment appraisal.

1.2.3.4. Professional 1, Paper 4, Management Accounting.

Marginal and direct costing; basic costing concepts as an aid to decision making; break- even charts and analysis; contribution in relation to volume and contribution to limiting factor considerations; marginal cost statements; stock valuation; aid to pricing policies. Standard costing, technical requirements, types of standard, setting standards; documentation; accounting and recording; cost and sales variances; variance analysis; disposition of variance; revision of standard reports and statements.
Budgeting;
Budgeting and budgetary control; relation to standard costs. The accountant's responsibility as budget officer; budgeting systems and design of operating statements to identify cause and responsibility for sub-normal performance.
Design;
Installation and control of costing and management accounting systems; integral accounting; manual, mechanised and computer systems; cost audits.
Interpretation and comparison of cost information; analysis and use of variances in relation to policy and administration; influence of idle capacity; use of costing and price fixing.Cost control;
The use of comparatives; ratios and appreciation of performance improvement techniques such as value analysis and work study.
The organisation of the cost department, its functions, relationships with other departments, and its responsibility to management; presentation of costing information, graphical and statistical.
Application of costing principles and techniques to all types of business; the provision of management information in relation to selling and distributive activities or within the retail trades and service industries.
Setting and need for standards; management information requirements in marketing, production and the other activities both in manufacturing and service enterprises; the design and operation of information systems; relationship to management accounting data presentations; frequency; periodicity and accuracy of reporting; evaluating the effectiveness of management information systems.

1.2.3.5. Professional 1, Paper 5, Data Processing and Computer Science.

Principles of Data Processing
The Data Processing Cycle. Principle methods of collecting, validating and preparing data.
Computer configurations
Hardware:- Input and output devices, time sharing, on-line systems, multi-user, multitasking, networking, modems, mainframes, minis, PC`s, electro-mechanical systems, portable computers.
Software:- Definition; use; limitations; management requirements; including communications, word processing, spreadsheets, accounting packages and databases.
Data Security
Data control, security, back-up systems.
Systems Analysis and Design
The techniques of system flowcharts applied to manual and computerised systems. The review of current systems and the planning of a new data processing system. Purchasing a system; using computer consultants, time sharing.
Note
Candidates are not required to have a technical knowledge of a computer system, data bits, check bits, binary code, operating systems or a computer language; however candidates will be required to have a basic knowledge of how a computer system operates.

1.2.4.1. Professional 2, Paper 1, Accounting (4).

Accounting theory and problems in accountancy practices; theoretical consideration relating to asset valuation and the measurement of income; features of current accounting practice; prudence; objectivity; consistency; historic cost and recognition of profit; approaches to depreciation and inventory valuation; affect of inflation on accounts; accounting for changing price levels; accounting for currency conversions; current developments towards disclosure of information to shareholders and in establishment of accounting standards.
Mergers and acquisitions; presentation of accounting data and preparation of reports to all aspects of merger and acquisition - both those brought about by purchase/exchange of shares and those brought about by purchase of assets - but excluding the preparation and interpretation of group accounts and excluding reports on the valuation of shares and business ( outside the syllabus ). Such reports and data will draw on the material covered elsewhere in this syllabus and also on the student's general fund of accounting knowledge but, in addition, the following specific areas should be studied :-
Entries in the books of accounts of the merging companies for various types of merger/acquisition. The city code on take-over and mergers.
Group accounts; preparation and presentation of group profit and loss accounts and balance sheet in accordance with recommended practice.
Analysis of accounts; the analysis and interpretation of financial accounting statements, including ratio analysis cash and funds flow analysis and the preparation of reports thereon.
General problems; in addition to the following, questions may be set on any aspect of financial accounting which may be relevant in practice. Such questions would not require knowledge of, or ability to, recall specialised techniques or procedures but would rather be designed to test the ability of students to apply their fund of accounting knowledge and experience to specific problems.

1.2.4.2. Professional 2, Paper 2, Management Accounting (2) and Information Systems.

Use of the costing system to support management's functions of planning, controlling, motivating and decision making; Appraising the effectiveness of existing systems and approach to modification/revision. Behavioural aspects of responsibility accounting.
Reconciliation of Cost with financial accounts. Importance of cost management accounting when selecting the firms accounting system. Internal audit.
Advanced aspects of syllabus in Professional 1, Paper 5, to include treatment of abnormal gains and losses; equivalent production of closing stocks` distinction between by products and joint products. Standard Costs and process costs.
Marginal costing as applies to multi product firms; problems connected with product mix; make or buy decisions; Break-even analysis; effect of sales mix.
Differential costs and their application to decision making; Relevance of such costs, opportunity costs, conversation costs and added value. Time aspect if differential accounting ( e.g. DCF Techniques ).
Advanced aspects of syllabus for management accounts ( 1 ) including fixed and flexible budgeting; Identification of key factors; cash Budgeting; Capital budgeting and investment decisions; Introduction to mathematical Techniques e.g. expected Values; Zero Based Budgeting.
Comprehensive analysis of main and subsidiary variances including sales. Presentation of accounts including variance, and their reconciliation with accounts produced for external reporting.
Economic and Cost based pricing models. Price differentiation; Decentralisation and transfer pricing; The learning curve and its effect on pricing, standard etc.

1.2.4.3. Professional 2, Paper 3, Taxation (2).

Income tax;
the computation of profits for sole traders and partnerships ( to include farmers and farming partnerships ) including commencement and cessation, losses and capital allowance; the computation of taxation liabilities arising in relation to the foregoing; the computation of taxation liabilities of trustees and beneficiaries of trusts;
the computation of taxation liabilities of UK.. residents who receive income from outside the Republic or Ireland, in particular the UK. and the U.K. residents who are not domiciled in the UK.; the treatment of income derived from the UK. by non-resident individuals.
Association Tax;
the computation of income and profits assessable to Association tax including the treatment of changes of accounting date; losses, capital allowances; charges; distributions, schedule F tax and company capital gains. The special rules applicable to close companies, group treatment, taxes borne in other countries which effect the UK., taxation liabilities of UK. companies.
Capital Gains Tax;
the general principles of capital gains tax both for individuals and companies including domicile and residence for individuals and trusts or similar settlements, but excluding a detailed knowledge of the statutes and calculations in specialised situations.

1.2.4.4. Professional 2, Paper 4, Auditing (2) and Investigations.

Internal control;
principles of internal control; flow charting; evaluation of internal control systems; design of internal control systems; specific examples of fraud and their detection; systems of internal audit and relationship with internal auditor.
Audit techniques and procedures;
conduct and evaluation of procedural tests; in-depth testing techniques; statistical methods; methods of verification of assets and liabilities.
Computer based accounting systems:
general principles and consideration relating to the audit of computer based systems; application of auditing techniques and procedures to computer based systems.
Limited Companies:
responsibilities and liabilities of auditors; liabilities to clients and third parties; form and presentation of published accounts and audit reports; auditors responsibilities for group accounts and relationship with auditors of subsidiary companies; divisible profits and payments of dividends.
Auditing problems and accounting principles; recommendations on accounting principles; statements of standard accounting practice; exposure drafts, statements on auditing; APC discussion drafts on auditing standards and guidelines.
General duties of professional accountants;
investigation of business undertakings, their position and prospects and writing reports thereon; investigation of profits and for prospectus purposes; pre-preparation of reports for prospectuses and the statutory and stock exchange requirements relating thereto; professional ethics; relevant case law;
A working knowledge of case law relevant to auditing and the duties and responsibilities of professional accountants is expected of students.

The Association of Certified Public Accountants and The Society Of Practising Accountants

Rules and Bye-Laws

Part 2

Regulations for the Admittance of Members

Citation, commencement and interpretation.

2.1.1 These Regulations may be cited as "Regulations for the admittance of members," and shall take effect from 9th September 1994. In these Regulations :-

"these regulations" means Association of Certified Public Accountants , Rules and Bye-laws Part 2 "Regulations for the admittance of members.
"the Act means the Companies Act 1985 and 1989 as appropriate.
"Applicant" means a person who has applied or is in the process of applying for membership of the Association.
"Application" means an application for membership submitted in the required format.
"approved practical experience" means accountancy experienced which in the opinion of the Council is considered appropriate.
"appropriate academic qualifications" means qualifications which the Council considers appropriate.
"the bye-laws" means the bye-laws of the Association from time to time in force.
"the Council" means the Council of the Association.
"Admissions Committee" means the Admissions Committee of the Association.
"firm" means a partnership or an incorporated company.

2.1.2 Words implying the masculine gender shall also include the feminine and words in the singular shall include the plural and vice versa.

Admissions Committee

2.2 The Admissions Committee shall consist of such number as the Council from time to time determine. The Admissions Committee shall delegate such powers as it sees fit to the Secretary or Chief Executive or to a sub committee of its number for the day to day admission of members pursuant to this part of the Bye-laws.

Form of membership application.

2.3.1 Applications for membership shall be in the manner and on such application forms and be accompanied such fees as the Council from time to time determine.

2.3.2. The onus shall rest with the applicant to demonstrate and satisfy the Admissions Committee that they are suitable for admission into membership in accordance with these regulations.

2.4 The Admissions Committee's decision relating to all matters regarding the admission of members shall be final.

Membership

2.5. There shall be two grades of membership in the context of the meaning of the Act :-

2.5.1. Fellowship. Fellows shall be over the age of twenty five, shall have taken and passed the Fellowship Examination

2.5.2. Associateship. Associates shall be over the age of twenty one and:-

2.5.2.1. Have taken and passed the Associateship Examination and have three years approved practical experience, or

2.5.2.2. Have been a principal of a firm of practising public accountants in Great Britain for not less than three years and hold such other appropriate academic qualifications approved by the Council, or

2.5.2.3. Be an employee of a firm of practising public accountants in Great Britain with five years approved practical experience and hold such other appropriate academic qualifications approved by the Council.

2.6. Membership shall be renewable annually on the first day of January in each year. A member must have paid the current year's subscription, and any arrears and be in possession of a current annual membership certificate to be entered onto the roll of membership. Fellows may use the designatory letters FCPA and Associates ACPA.

2.7. Associated persons. There shall be Contributors, Affiliates, Licentiates and Students none of whom will be members within the meaning of the Act and who shall be regulated as appropriate by the Council.

2.8. Members once admitted shall be under an obligation to keep abreast of developments and changes in the accountancy profession by engaging in a programme of continuing professional development approved by the Council.

2.9. A member may at any time withdraw from membership by giving at least seven clear days notice to the Association. Membership shall not be transferable and shall cease on death.

2.10. The Council may terminate a person’s membership by giving thirty days notice in writing.

The Association of Certified Public Accountants and The Society Of Practising Accountants

Rules and Bye-Laws Part 3

Regulations for Professional and Ethical Conduct

Citation, commencement and interpretation.

3.1.1 These Regulations may be cited as "Professional and Ethical Regulations" and shall take effect from 9th September 1994. In these Regulations :-

"Association" means Association of Certified Public Accountants .
"these regulations" means Association of Certified Public Accountants , Rules and Bye-laws Part 3 Regulations for Professional and Ethical Conduct.
"the Act means the Companies Act 1985 and 1989 as appropriate.
"Member" means a person who is or has been a member of the Association, within the meaning of the Act.
"Client" means a person or firm who engages the members to attend to his accountancy, business or taxation affairs.
"firm" means a partnership or an incorporated company.
"the bye-laws" means the bye-laws of the Association from time to time in force.
"the Council" means the Council of the Association.
"registered firm" means a firm registered under regulation 6.4 of the Association's Bye-Laws.

3.1.2 Words implying the masculine gender shall also include the feminine and words in the singular shall include the plural and vice versa.

Dealing With Clients

an adequate explanation of the fee charged by the member. In a similar way the client is entitled to an adequate explanation of the fee charged by the member if the client queries it.

3.2.3. The normal basis of charge for services to a client is by reference to time spent on the work calculated at an appropriate hourly rate. That rate should differentiate between the working time expended by a practitioner and his staff according to their status and qualifications.

3.3.4. There is no objection to negotiating with a client for a sum fee for an entire transaction but it should preferably be agreed before the work is done. The fee should not be in the form of a percentage of the amount recovered for the client from a third party. the member should advise the new accountant accordingly. An unpaid bill is not a valid reason for refusing to give professional clearance.

3.5.2. A member, subject to the terms of appointment may terminate the appointment by resignation.

Client's Property/ Members Property.

3.6.1. A client's money or other property, whilst in the possession of the member, remains the property of the client and should never be treated in such a way as to prejudice his rights to it. In particular client's money should be distinguished from the member's money both in his accounts and in the manner in which he applies it.

3.6.2. A member who receives money from a client for his account or from a third party for the account of the client should hold such moneys in a client's bank account. Any interest so accruing should be for the account of the client.

3.6.3. A client's bank account should be identified as such and the nature of the account notified to the bank. No permission should be given to the bank for a right of set off against the member's bank accounts.

3.6.4. If a member has proper authority from the client he may make payments from the client's money to third parties. If a member wishes to recover any sum due from the client to the member, as a fee or reimbursement of expenses, he should first send the client a statement for his approval.

3.6.5. The majority of the working papers of a member are his own property and may always be retained by him. The member may have a lien over papers which he receives from the client himself, such as his books of account, or from third parties such as the Inland Revenue. The member holds the papers as agent for the client and unless he holds a lien, must give them up if the client wishes to have them returned or given to a third party of his choosing.

3.6.6. In the event of a member wishing to exercise a lien over a client's books and records until charges are paid for work done, members are advised to seek appropriate legal advice on the specific matter as this is a complicated area of law.

Duty of Confidence

3.7.1. Members acting for client's are under an obligation of confidentiality. This obligation continues indefinitely even after the client ceases to be such. The fact that an enquiry comes from an official source does not relieve the member of his duty of confidentiality. Exceptions being:

3.7.1.1 the client's consent to such disclosure.

3.7.1.2 a Court Order, summons or subpoena

3.7.1.2 it becomes necessary to protect the member's interests.

3.7.2. Members have a duty to ensure that client's files and records are stored in a safe and secure manner. Members who keep computerised records should ensure appropriate measures are taken as regards copies of such files.

Client's Tax Affairs

3.8.1. Members should be aware of the circumstances under which the Inland Revenue or the Customs and Excise have power to obtain information. They should also be aware of the penalties for aiding the client in making a false return or declaration.

3.8.2. A member preparing accounts which in his opinion do not give a true and fair view should indicate his reservations in his report on the accounts.

3.8.3. A member submitting a tax return to a client for signature is advised to make it clear to the client that it is his responsibility for the content and any omissions even though the completion of the return has been delegated to the member.

3.8.4. The Inland Revenue will accept tax returns signed by the member as agent. However it is prudent to obtain the client's Power of Attorney prior to signing such returns.

Advertising

3.9.1. Members may advertise their services provided such advertisements are consistent with professional good taste and do not attempt to mislead or imply particular skills or expertise that the member does not in fact possess.

3.9.2. Members may not use the term "Public Accountant" or the designatory letter "ACPA" or "FCPA" in connection with any advertisement unless they hold a valid current practising certificate, and in the case of "FCPA" are in fact also a Fellow of the Association.

Death or Incapacity of a Sole Practitioner

3.10.1. The work of a sole practitioner will be disrupted if he dies or is incapacitated. Such members are therefore required to make suitable arrangements for the continued conduct of his practice in such an event.

3.10.2. The recommended arrangement is an agreement with another practitioner or firm in the area in which the member practises.

3.10.3. The sole practitioner member is required to inform all other persons affected, such as his staff, or his bank of the arrangements made to cover the contingency of his death or incapacity.

The Association of Certified Public Accountants and The Society Of Practising Accountants

Rules and Bye-Laws

Part 4

Disciplinary Regulations

The Council of the Association of Certified Public Accountants, in exercise of the powers conferred by section 79 of the Association's Articles of Association and of all the powers enabling them in that behalf, hereby make the following Regulations.

Citation, commencement and interpretation.

4.1.1 These Regulations may be cited as "Disciplinary Regulations" and shall take effect from 9th September 1994. In these Regulations :-

"the Association" means Association of Certified Public Accountants.
"these regulations" means Association of Certified Public Accountants, Rules and Bye-laws Part 4 "Disciplinary Regulations"
"the Act" means the Companies Act 1985 and 1989 as appropriate.
"the bye-laws" means the bye-laws of the Association from time to time in force.
"the Council" means the Council of the Association.
"Investigation Panel" means a body of persons appointed by the Council of the Association to consider and determine matters of a disciplinary nature.
"Disciplinary Commission" means a body of persons appointed by the Council of the Association to consider and determine all matters of a disciplinary nature.
"Appeals Tribunal" means a body of persons appointed by the Council of the Association to consider and determine all appeals procedure as so delegated by the Council..
"firm" means a partnership or an incorporated company.
"registered firm" means a firm registered under regulation 6.4 of the Association's Bye-Laws.
"relevant person" means a person who is a member or registered student of the Association.

4.1.2 Words implying the masculine gender shall also include the feminine and words in the singular shall include the plural and vice versa.

Disciplinary Action.

4.2.1 A member, registered firm or student shall, subject to the Bye-Laws of the Association be liable to disciplinary action if in the course of carrying out their duties or otherwise, have been guilty of misconduct or have performed their professional work or conducted his or its practice or performed the duties of his employment, inefficiently or incompetently to such an extent or on such number of occasions as to bring discredit to himself or itself, to the Association, or to the accountancy profession; has committed any breach of these bye-laws (or of any regulations made under them) in respect of which he or it is, or has under taken to be, bound; has failed to satisfy a judgement debt individually or as a partner has made an assignment for the benefit of creditors or under any resolution of creditors or order of the court has had his estate placed in liquidation for the benefit of creditors or has made any arrangement for the payment of a composition to creditors.

4.2.2. A member, firm or student shall be liable to disciplinary action in accordance with paragraph 4.2.1., above whether or not they were members or students or, in the case of a registered firm, it was a registered firm at the time of the occurrence giving rise to such liability.

4.2.3. For the purpose of paragraph 4.2.1., above "misconduct" includes (but is not confined to) any act or default likely to bring discredit to the member, relevant firm or student in question. The fact that a member, relevant firm or student has before a court of competent jurisdiction in the United Kingdom or in a superior court of any country whose judgements are in the opinion of the Disciplinary Commission relevant, pleaded guilty to or been found guilty of any offence discreditable to him or, as the case may be, it, or derogatory to the Association or the accountancy profession or has in any civil proceedings before any court of competent jurisdiction in the United Kingdom or in a superior court of any country whose judgements are enforceable in the United Kingdom been found to have acted fraudulently or dishonestly, shall be conclusive proof of misconduct. The findings of a court in any civil proceedings whatsoever may be treated as proof of misconduct. In deciding whether a member, relevant firm or student has been guilty of misconduct, regard may be had to any code of practice, ethical or technical, adopted by the Council, and to any regulations affecting members, relevant firms or students laid down or approved by the Council.

4.2.3. Subject to section 4.2.4., of this regulation, disciplinary proceedings in respect of members, registered firms and students shall be regulated by these bye-laws and by any regulations made thereunder.

4.2.4. The Council may from time to time make regulations providing for disciplinary proceedings in respect of students where the misconduct complained of relates to examinations and shall have power to delegate the conduct of such proceedings to any committee or person or persons it sees fit. Any alleged misconduct falling within the scope of such regulations within the scope of the Bye-laws of the Association it sees fit.

4.2.5. Every member, registered firm and student, undertakes to use his best endeavours to ensure that every firm, whether or not a registered firm, in relation to which he is the relevant person shall, at all times, co-operate with the Investigations Panel, any Disciplinary Commission or Appeals Tribunal appointed under the bye-laws of the Association and with the persons charged with the administration of any disciplinary proceedings instituted pursuant to any regulations made in accordance with the Association's Bye-Laws.

4.2.6. For the purposes of these bye-laws a former member, registered firm or student shall be treated as still being a member, registered firm or student in respect of any matters which occurred whilst he was actually a member, registered firm or student in respect of which a complaint is referred to the Disciplinary Commission within five years of his or its ceasing to be a member, registered firm or student.

Disciplinary Measures

4.3.1. The Council shall, at its absolute discretion, appoint, as and when appropriate an Investigation Panel, a Disciplinary Commission, and Appeals Tribunal. The appointments of the members of each of the aforementioned bodies shall, unless the Council shall otherwise determine, continue until the passing of a resolution in accordance with this section to appoint a fresh committee or such other persons either to fill a vacancy in or as an additional member of any such body, and may remove any member of any such body.

4.3.2. No person shall at the same time be a member of more than one of the Investigation Panel, the Disciplinary Commission, or the Appeals Tribunal.

4.3.3. Each of the Investigation Panel, the Disciplinary Commission and the Appeals Tribunal may continue to act notwithstanding that its composition may not comply with the requirements of the bye-laws. Where any such body not complying with such requirements as to its composition, the Council shall as soon as practicable exercise its powers under the bye-laws to ensure compliance with those requirements.

4.3.4. The Council may upon appointing an Investigation Panel, Disciplinary Commission or Appeals Tribunal appoint a lay observer who shall hold of office until the Council sees fit to remove such person. The lay observer shall report to the Council on the Association's investigatory and disciplinary procedures. The Council shall have power to pay remuneration to and the reasonable expenses of the lay observer.

Investigation Panel

4.4.1. The Investigations Panel shall consist of such number as the Council deems appropriate but such number shall not be less than three persons. The quorum for any meeting of the Panel shall be three. Any meeting of the Panel at which a quorum is present shall be competent to discharge all the functions and to exercise all the powers conferred upon the Panel pursuant to these bye-laws. The Council shall have power to pay remuneration to and the reasonable expenses of any member of the Panel.

4.4.2. The Panel shall have power to make such sub rules, but not being inconsistent with the express provisions of these bye-laws, as may be considered necessary or desirable for the performance of its functions.

4.4.3. It shall fall to every member, registered firm and student to bring to the attention of the Chief Executive Officer of the Association any facts or matters indicating that a member or registered firm or student may have become liable to disciplinary action.

4.4.4. Where any such facts or matters have been laid before it the Investigation Panel shall, having made such enquiries as it considers appropriate, decide whether in its opinion the complaint is one which gives rise to or includes questions of public concern; and if it does so decide and considers that in all circumstances the complaint ought to be referred to the Council, or to the appropriate authorities on behalf of the Association for appropriate action. For this purpose the Investigation Panel shall have the power to call for, and it shall be the duty of every member, registered firm or student to provide, such information as is in his power to give as the Panel may consider necessary for the performance of its duties.

4.4.5. Where the Investigation Panel decides that in its opinion the facts and matters which have been laid before either:

4.4.5.1. do not give rise to or include questions of public concern, or

4.4.5.2. although giving rise to or including questions of public concern need not in the circumstances of the case be referred to the Council then, in either case:

4.4.5.2.1. The Investigation Panel shall have the power to call for, and it shall be the duty of every member or registered firm or student to provide, such further information (if any) as the Panel may consider necessary to enable it to decide whether or not a prima facie case has been made out against the member or registered firm or student concerned (in these bye-laws sometimes called "the defendant"), and such further information as it considers necessary to carry out its duties. Before reaching such decision the Investigations Panel shall be satisfied that the member or registered firm or student has been given every opportunity of making written representations to it or to the Chief Executive Officer or one of its number acting as Executive Officer to the Panel or shall give the member or registered firm or student such opportunity. The Panel may at its absolute discretion give the member, registered firm or student an opportunity of being heard before it. Where any criminal or civil proceedings are pending to which the member, registered firm or student concerned is a party, being proceedings which in the opinion of the Investigation Panel relate to the facts and matters which have been laid before it, the Investigation Panel may at its absolute discretion defer the carrying out of any duty imposed on it by this section for such period or periods as it shall consider necessary.

4.4.5.2.2. If the Investigation Panel is of the opinion that a case amounting to professional misconduct has rendered a member, registered firm or student liable to disciplinary action under the bye-law and that the circumstances of the case ought to be referred to the Disciplinary Commission then, subject to its having first made such further investigations and enquiries and collected such further information in relation to the complaint as it shall have considered appropriate, it shall provide the Commission with a summary of the facts and matters which were brought before the Investigation Panel.

4.4.5.2.3. In deciding whether a case ought to be referred to the Disciplinary Commission, the Investigation Panel shall take into account any facts or matters which have been considered by the Investigations Panel on previous occasions in relation to the member registered firm or student concerned and if it is decided to refer a complaint to the Disciplinary Commission then the complaint may include all or any of the facts and matters which were considered by the Investigation Panel.

4.4.5.2.4. If the Investigation Panel is of the opinion that the facts and matters laid before it indicate that a member or registered firm may be or may have been managing their practice inefficiently or in whatever occupation of a professional nature has been acting inefficiently or incompetently, it may, at its absolute discretion, advise that member or relevant firm to obtain advice from such source as the Panel may decide. If the member or registered firm fails to seek such assistance when advised to do so, that fact will be recorded.

4.4.5.2.5. After referring any complaint to the Disciplinary Commission or the Council in accordance with these bye-laws, the investigation Panel may make such further investigations and enquiries and collect such further evidence in connection with the complaint as the Investigation Panel shall consider appropriate to enable the complaint to be presented fully to the Disciplinary Commission or the Council.

Disciplinary Commission

4.5.1. The Disciplinary Commission shall consist of such number as the Council deems appropriate but such number shall not be less than three persons. The quorum for any meeting of the Commission shall be three. Any meeting of the Commission at which a quorum is present shall be competent to discharge all the functions and to exercise all the powers conferred upon the Commission pursuant to these bye-laws. The Council shall have power to pay remuneration to and the reasonable expenses of any member of the Panel.

4.5.2. The Commission shall have power to make such sub rules, but not being inconsistent with the express provisions of these bye-laws, as may be considered necessary or desirable for the performance of its functions.

4.5.3. When a complaint by the Investigations Panel is referred to the Disciplinary Commission, the Disciplinary Commission shall notify the member, registered firm or student concerned of the nature of the complaint and of the time and place fixed for the hearing thereof. The defendant shall be entitled to be heard before the Commission and shall be permitted to be represented by such persons as he may wish and to call witnesses and to cross examine witnesses called against them. If the defendant does not attend the hearing then provided that the Disciplinary Commission is satisfied that due notice of the hearing was given to the defendant, the Commission may proceed to hear the complaint in the absence of the defendant. Where a formal complaint has been referred by an Investigation Panel, the Disciplinary Commission shall treat as proved any facts or opinions set out by the Investigation Panel in its findings. Where any criminal or civil proceedings are pending to which the defendant is a party, being proceedings which in the opinion of the Disciplinary Commission relate to the complaint, the Disciplinary Commission may at its absolute discretion postpone the hearing of the complaint for such period as it sees fit.

4.5.4. The Investigation Panel may request any employee or member of the Association to present the formal complaint before the Disciplinary Commission or may instruct a lawyer to present such complaint. The Disciplinary Commission may appoint a lawyer to act as legal adviser on the hearing of any formal complaint.

4.5.5. A defendant may, at any time after receipt of notice of the hearing give notice in writing to the Association that he desires to admit that the complaint against him is wholly true without appearing before the Disciplinary Commission.

Such notice may be accompanied by a submission which the defendant wishes to be taken into account by the Disciplinary Commission when deciding what disciplinary procedure to invoke. Where such a written notice has been received by the Association, the Disciplinary Commission may, if it so wishes, hear the complaint in the absence of the defendant, whether or not the person presenting the complaint is also absent. A defendant who has given such notice in accordance with this section and make whatever representations that are appropriate to the case.

4.5.7. If the Disciplinary Commission finds the complaint against the defendant proven in whole or in part, it shall make a finding to that effect: and in that event it may impose a fine, expel the member from membership on a temporary or permanent basis, require the defendant to make whatever restitution the Commission thinks appropriate, report the findings to the Council to be reported to the appropriate authorities for consideration of prosecution.

4.5.8. If the Disciplinary Commission is of the opinion that taking into account all the circumstances of the case no such action as aforesaid is appropriate, it may give a directive that no further action be taken in the case. The Commission may direct that the defendant obtains advice from such source as the Commission may consider appropriate.

4.5.9. Where the conduct of a student has been referred to the Investigation Panel as a result of an alleged misdemeanour in connection with the Association's examinations. The Investigation Panel may decide not to refer a complaint to the Disciplinary Commission if it has been resolved under the Association's Bye-Laws. If the complaint is found proven against the student he may be removed from the student register or that he be disqualified from any examination or part thereof as the Investigation Panel or Disciplinary Commission sees fit.

4.5.10. A ruling made by the Disciplinary Commission shall take effect from such date as the Commission shall determine. Should the defendant appeal against the decision of the Commission such appeal should be lodged with the Secretary of the Association within twenty eight days from the date the ruling is made. Upon receiving such appeal the Secretary shall refer the matter for hearing before the Appeals Tribunal. The findings of the Appeals Tribunal shall take effect from the date of the original decision by the Disciplinary Commission. Notice of such decisions shall be sent to the defendant by registered post to his last known address and shall be notified to the Council.

4.5.11. The Disciplinary Commission may exercise whatever powers it deems appropriate as conferred on it by regulations made under the Bye-Laws of the Association.

Appeals Tribunal

4.6.1. For the purposes of this section the defendant shall be referred to as the appellee. The appellee may within 28 days of service of the decision of the Disciplinary Commission or such longer period as the Council may consider appropriate give notice of appeal. Any such notice of appeal shall be in writing addressed to the Secretary and shall state whether the appellee appeals against the findings of the Disciplinary Commission, or against a direction made by the Commission against the appellee. The appeal must state the grounds of the appeal.

4.6.2. The appeal shall be heard by the Appeals Tribunal. The Appeals Tribunal shall consist of such number as the Council deems appropriate but such number shall not be less than three persons. The quorum for any meeting of the Tribunal shall be three.

Any meeting of the Tribunal at which a quorum is present shall be competent to discharge all the functions and to exercise all the powers conferred upon the Tribunal pursuant to these bye-laws. The Council shall have power to pay remuneration to and the reasonable expenses of any member of the Tribunal.

4.6.2. The Tribunal shall have power to make such sub rules, but not being inconsistent with the express provisions of these bye-laws, as may be considered necessary or desirable for the performance of its functions.

4.6.3. The Appeals Tribunal shall notify the appellee of the time and place of the hearing. The Appellee shall be entitled to be heard before the Tribunal and shall be permitted to be represented by such persons as he may wish and to call witnesses and to cross examine witnesses called against them. If the defendant does not attend the hearing then provided that the Tribunal is satisfied that due notice of the hearing was given to the defendant, the Tribunal may proceed to hear the appeal in the absence of the appellee. Where any criminal or civil proceedings are pending to which the appellee is a party, being proceedings which in the opinion of the Appeals Tribunal relate to the appeal, the Appeal Tribunal may at its absolute discretion postpone the hearing of the appeal for such period as it sees fit.

4.6.4. The Appeals Tribunal may request any employee or member of the Association to present the formal complaint before the Tribunal or may instruct a lawyer to present such complaint. The Tribunal may appoint a lawyer to act as legal adviser on the hearing of any appeal.

4.6.5. An appellee may as part of his appeal give notice that he desires the appeal to be heard in absentia. Such notice may be accompanied by a statement which the appellee wishes to be taken into account by the Appeals Tribunal when deliberating upon his appeal. Where the notice of appeal contains such a statement, the Tribunal may proceed to hear and dispose of the appeal in the absence of the appellee.

4.6.6. The Appeals Tribunal shall take into consideration any evidence given or documents produced to the Disciplinary Commission on its hearing of the formal complaint but may in its absolute discretion rehear any witness called before the Disciplinary Commission or receive any new evidence it considers appropriate.

4.6.7. On appeal, the Appeals Tribunal may confirm, alter or strike out any decision of the Disciplinary Commission and may substitute any decision the Appeals Tribunal considers appropriate. A decision of the Appeals Tribunal shall become effective as from a date determined by the Appeals Tribunal in accordance with these Bye-Laws.

4.6.8. Notice of the decision of the Appeals Tribunal shall be sent to the appellee by registered post to his last known address and shall be notified to the Council.

Costs of Disciplinary Proceedings.

4.7.1. The defendant shall pay the costs of the disciplinary proceedings as determined by the Disciplinary Commission. In determining what sum shall be paid by the defendant under this section, the Disciplinary Commission shall take into account any reduction in the costs of dealing with the complaint against the defendant which is a result of the defendant's co-operation with the investigation.

4.7.2. Any such costs shall be paid within twenty eight days from the date of the service upon the defendant of the decision. If the defendant lodges an appeal against the decision such costs shall not be payable until the determination of the appeal and the

Representing solely the interests of the UK Practising Accountant

Rules and Bylaws

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The Association of Certified Public Accountants and The Society Of Practising Accountants

Rules and Bye-laws

Part 1

Regulations for the Conduct of Examinations

Citation, commencement and interpretation.

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Modular System of Examination, and Conditions of Entry

Notes on the examination

Scheme of Examinations and Syllabus

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Introduction:

Property Law:

Contract Law:

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General:

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Company Accounts:

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Pre-incorporation and formation procedure;

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Note

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The Association of Certified Public Accountants and The Society Of Practising Accountants

Rules and Bye-Laws

Part 2

Citation, commencement and interpretation.

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Form of membership application.

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The Association of Certified Public Accountants and The Society Of Practising Accountants

Rules and Bye-Laws Part 3

Regulations for Professional and Ethical Conduct