Rules and Regulations of the Institute

RULES AND REGULATIONS

Effective for managing the ICM from the 2026 year of membership

To be formally adopted by Special Resolution of a panel of paid-up Members and Fellows within the 2026 membership year, sufficient to form a quorum entitled to vote, and duly passed by a majority of not less than 75% of the votes cast

These provisional Rules and Regulations, as Schedule A, comply with the Company Law 2006 and shall constitute the sole and complete Rules and Regulations for management of the Company with effect from 1st January 2026, superseding all previous Rules and Regulations, however adopted.

The Directors will be formally authorised to take all such steps and do all such things as may be necessary or desirable to give effect to the Resolution when passed, including the filing of the same at Companies House pursuant to Section 30 of the Companies Act 2006 - but, in the interim, the Directors will ensure the management of the company and the actions of the Executive Council administration and decisions of the Institute will follow these Rules and Regulations as Schedule A

PART 1 — INTERPRETATION AND GENERAL PROVISIONS

1. Definitions

In these Rules and Regulations, unless the context otherwise requires:

"the Act" means the Companies Act 2006, including any statutory modification or re-enactment thereof for the time being in force;
"the Institute" means The Institute of Construction Management Limited;
"the Council" means the Executive Council of the Institute, being the Board of Directors;
"the Articles" means the Articles of Association of the Institute as adopted from time to time;
"Member" means any person admitted to membership of the Institute in accordance with these Rules;
"Statutory Member" means a member of the Institute within the meaning of Section 112 of the Act;
"Fellow" means a person admitted to Fellowship grade under Rule 6;
"Region" means a geographical grouping of members approved by the Council;
"Secretary" means the Company Secretary of the Institute or any person appointed to perform such duties;
"Office" means the registered office of the Institute;
"Quorum" shall have the meaning given in these Rules or, where not specified, in the Articles;
"Special Resolution" has the meaning given in Section 283 of the Act;
"Ordinary Resolution" has the meaning given in Section 282 of the Act.

References to the masculine gender include the feminine and non-binary. References to the singular include the plural and vice versa.

2. Objects

The Institute exists to promote for the public benefit and to advance the art and science of Construction Management, to advance public education therein, and to elevate the status and standards of the profession. All activities of the Institute shall be conducted in furtherance of these objects.

3. Liability of Members

The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Institute in the event of its being wound up, in accordance with the Articles.

PART 2 — MEMBERSHIP

4. Eligibility

Membership of the Institute shall be open to all persons engaged in a managerial, supervisory, or professional capacity in the construction industry, in construction education, or in construction research, or undergoing training for a career in construction management.

5. Grades of Statutory Membership

There shall be the following grades of Statutory Membership:

(a) Student Member (StudIConstM) — a person currently studying through a recognised course in preparation for a managerial or supervisory position in the construction industry.

(b) Technician Member (TechIConstM) — a person who provides satisfactory evidence of relevant technical qualifications and practical experience in construction management.

(c) Associate Member (AIConstM) — a person who provides satisfactory evidence of appropriate qualifications at NVQ Level 3 or equivalent, supported by a portfolio of work and achievements in construction management.

(d) Corporate Member (MIConstM) — a person who provides satisfactory evidence of appropriate qualifications at NVQ Level 4 or higher, or approved equivalent, supported by a portfolio of work and achievements in construction management.

(e) Fellow (FIConstM) — a Corporate Member of not less than 5 years' standing who has achieved and maintains a position of significant responsibility in the profession, and whose application for Fellowship is approved by the Council on the basis of fitness and merit.

(f) Retired Member — a member who, upon reaching retirement age or accepting retirement due to ill-health, may retain membership at the grade held at the time of retirement. No upgrading shall be available after conferral of retired status. Members aged 80 years and above shall be exempt from all fees.

6. Non-Statutory Membership

The Council may confer the following grades of Non-Statutory Membership:

(a) Honorary Member (HonMIConstM) — conferred upon any person for services rendered to the Institute, a Region, or the profession.

(b) Honorary Fellow (HonFIConstM) — conferred upon any person for outstanding and valuable services to the Institute or the profession.

(c) Affiliated Company Member — a bona fide company in the construction industry, represented by its Managing Director or nominee.

(d) Trade Support Member — a bona fide company trading either locally or nationally, elected by the Council or a Region.

Non-Statutory Members shall be entitled to attend and participate in General Meetings but shall not be entitled to vote.

7. Application and Election

(a) Every person wishing to become a Statutory Member shall submit an application in the form prescribed by the Council, together with evidence of qualifications and the prescribed nomination fee (non-refundable) and entrance fee (refundable if the application is not accepted).

(b) All applications shall be submitted to the Secretary and considered by the Council, which shall have absolute discretion to approve or refuse any application.

(c) The appropriate Membership Certificate shall be issued following receipt of the first annual fee. Such certificate remains the property of the Institute and must be returned upon cessation of membership.

(d) Members may apply for transfer from one grade to another upon attaining the requisite qualifications, by written application to the Secretary. All upgrading applications must be accompanied by the member's CPD Record.

8. Fees

(a) The Council shall determine and may from time to time vary all fees including annual subscriptions, nomination fees, entrance fees, and transfer fees.

(b) Annual fees become due and payable on 1st February each year. Pro-rata joining fees shall apply as determined by the Council.

(c) No Statutory Member shall be entitled to vote at any General Meeting unless all fees due have been paid not less than 7 clear days before the meeting date.

(d) Any member whose fees remain unpaid for more than 3 months after the due date shall receive a Pre-Suspension Notice and, in default of payment within 28 days, shall be suspended from membership.

(e) The Council may, in cases of acute financial hardship, waive or reduce fees for individual members.

(f) Honorary Members shall be exempt from all fees.

9. Termination of Membership

(a) A member may resign by giving not less than one month's notice in writing to the Secretary, to expire on 31st December.

(b) Membership is not transferable and shall cease on death.

(c) The Council may terminate the membership of any member who fails to pay fees due, or who is found to be in breach of the Code of Professional Conduct, following due process.

(d) Any member expelled by the Council shall have the right of appeal to a Membership Appeals Panel constituted by the Council for that purpose.

PART 3 — GOVERNANCE

10. The Executive Council

The Executive Council ("the Council") is the governing body of the Institute. Members of the Council are Directors of the Institute for the purposes of the Act and the Articles, with equal duties and responsibilities.

11. Composition of the Council

The Council shall consist of the following officers, each appointed on the basis of fitness for the role:

President
Vice-President
Director of Finance
Director of Education and Training
Director of Membership
Director of Policy and Performance
Company Secretary (if a Director)
Immediate Past President (if appointed)
Up to two Regional Delegates
Up to three Governors (if appointed)

Where a single person holds more than one of the above offices, no additional Council vacancy shall be created.

12. Appointment of Council Members

All appointments to the Council shall be made on the basis of fitness for the role, taking into account the candidate's skills, experience, qualifications, commitment to the Institute, and ability to discharge the duties of the office. The principle of automatic succession is hereby abolished.

(a) President — The President shall be appointed by the Statutory Members voting in person or by proxy at an Annual General Meeting, to hold office for a term of two years, renewable once. Any Associate Member, Corporate Member, or Fellow in good standing shall be eligible for nomination.

(b) Vice-President — The Vice-President shall be appointed by the Statutory Members voting in person or by proxy at an Annual General Meeting, to hold office for a term of two years. The Vice-President shall deputise for the President as required.

(c) Director of Finance, Director of Education and Training, Director of Membership, Director of Policy and Performance — Each shall be appointed by the Statutory Members voting in person or by proxy at an Annual General Meeting, to hold office for a term of up to three years (as specified by the appointee), after which they may stand for reappointment.

(d) Immediate Past President — The retiring President may, if willing, serve on the Council for a period of up to two years following their term as President, if so approved by the Statutory Members at the Annual General Meeting.

(e) Governors — The Council may appoint up to three Governors from among the Statutory Members of the Institute. Governors shall be persons who, in the opinion of the Council, are worthy of the office by reason of their standing, experience, or achievements.

(f) Regional Delegates — Each Region not already represented on the Council by a serving officer may elect one Delegate to attend Council meetings. Delegates shall be full members of the Council with voting rights.

13. Nomination Process

(a) Nominations for any Council position shall be submitted in writing to the Secretary not less than 35 clear days before the date appointed for the Annual General Meeting.

(b) Each nomination must be proposed by one Statutory Member and seconded by two Statutory Members, all of whom must be entitled to vote.

(c) The nomination must be accompanied by the nominee's written consent, a statement of willingness to act as a Director, and a curriculum vitae detailing relevant experience.

(d) Where more than one candidate is nominated for any position, election shall be by ballot of the Statutory Members present and voting (in person or by proxy) at the Annual General Meeting.

(e) The Council may also recommend candidates for appointment, provided that due notice is given to members in accordance with these Rules.

14. Eligibility for Council Office

Only Associate Members, Corporate Members, and Fellows of the Institute who are paid-up Statutory Members shall be eligible for appointment to the Council.

15. Vacation of Office

A Council member shall vacate office if:

(a) they cease to be a Director by virtue of any provision of the Act or are prohibited by law from being a Director;

(b) a bankruptcy order is made against them;

(c) they are or may be suffering from mental disorder and are subject to a relevant court order;

(d) they resign by written notice to the Institute;

(e) they have been absent without the Council's permission from two consecutive Council meetings and the Council resolves that their office be vacated;

(f) they are removed by ordinary resolution of the Statutory Members in accordance with the Act.

16. Removal from Office

Any Council member may be removed from office before the expiration of their term by the Statutory Members voting in person or by proxy at a General Meeting, on an ordinary resolution of which special notice has been given in accordance with the Act. Such removal shall be without prejudice to any claim the Council member may have for breach of contract.

17. Powers and Duties of the Council

Subject to the Act, the Articles, and any directions given by special resolution, the Council shall:

(a) be responsible for the policy and strategic direction of the Institute;

(b) manage the business and affairs of the Institute;

(c) have the power to borrow money, mortgage property, and issue securities;

(d) fix and vary all membership fees and subscriptions;

(e) make, amend, alter, or repeal any Rules, provided that no Rule shall be inconsistent with the Articles;

(f) convene General Meetings in accordance with the Act and Articles;

(g) approve the financial statements and appoint recording accountants;

(h) appoint agents, committees, and professional retainers as required;

(i) delegate any of its powers to committees, provided the chairman of each committee is a Council member.

18. Council Meetings

(a) The Council may regulate its own proceedings subject to the Articles. Any Council member may call a meeting by giving reasonable notice.

(b) The quorum for Council meetings shall be as fixed by the Council, and in default shall be not less than one-third of the Council members or three members, whichever is the greater.

(c) Questions shall be decided by a majority of votes. In the case of equality, the Chairman shall have a casting vote.

(d) Council members may participate by video conference, telephone conference, or similar means and shall be deemed present for quorum and voting purposes.

(e) A resolution in writing signed by all Council members shall be as valid as if passed at a meeting.

19. Conflicts of Interest

A Council member shall not vote on any resolution concerning a matter in which they have a material conflict of interest, save as permitted by the Articles. A Council member with a conflict shall declare it and shall not be present during the relevant discussion unless invited to remain by the other members.

PART 4 — GENERAL MEETINGS

20. Annual General Meeting

The Institute shall hold an Annual General Meeting each year in accordance with the Act. The business of the AGM shall include:

(a) receiving and considering the financial statements and the report of the recording accountants;

(b) receiving the reports of the President, the Company Secretary, the Director of Finance, the Director of Education and Training, the Director of Membership, and the Director of Policy and Performance;

(c) the appointment or reappointment of Council members;

(d) the appointment or reappointment of recording accountants and fixing their remuneration;

(e) any other ordinary business.

21. Extraordinary General Meetings

All general meetings other than the AGM shall be extraordinary general meetings. The Council may convene an EGM at any time, and must do so upon requisition by Statutory Members representing not less than one-tenth of the total voting rights.

22. Notice of Meetings

(a) An AGM and any EGM called for the passing of a special resolution shall be called by at least 21 clear days' notice in writing.

(b) All other EGMs shall be called by at least 14 clear days' notice.

(c) Notice shall specify the date, time, place, and general nature of the business. Electronic notice shall be valid.

(d) The accidental omission to give notice to any person shall not invalidate the proceedings.

23. Quorum

The quorum for any General Meeting of the Institute shall be fifteen Statutory Members entitled to vote and present in person or by electronic means. If a quorum is not present within thirty minutes, the meeting shall be adjourned as determined by the Council.

24. Voting

(a) Every Statutory Member present and entitled to vote shall have one vote. Voting shall be on a show of hands unless a poll is demanded.

(b) A Statutory Member entitled to attend and vote may appoint a proxy to vote on their behalf.

(c) Proxy instruments must be deposited at the Office not less than 48 hours before the meeting.

(d) In the case of equality of votes, the Chairman shall have a casting vote.

(e) A simple majority shall suffice for an ordinary resolution. A special resolution requires a 75% majority.

(f) No member shall be entitled to vote unless all fees due have been paid not less than 7 clear days before the meeting.

25. Chairman of Meeting

The President shall chair General Meetings. In the President's absence, the Vice-President shall chair. In both their absence, the Council members present shall elect one of their number to chair. If no Council member is willing, the members present shall elect a chairman from among themselves.

PART 5 — OFFICERS' DUTIES AND RESPONSIBILITIES

26. The President

The President shall:

chair General Meetings and Council meetings;
represent the Institute at official functions and engagements;
provide leadership and strategic direction to the Council;
upon relinquishing office after completion of their term, be presented with a President's medallion which shall be their personal property.

27. The Vice-President

The Vice-President shall deputise for the President whenever required and carry out such duties as may be delegated by the President or the Council.

28. The Director of Finance

The Director of Finance shall:

take responsibility for the Institute's finances, ensuring effective and lawful use of funds;
prepare annual budgets and financial reports;
liaise with the recording accountants, the Secretary, and Regional Treasurers;
make recommendations to the Council regarding subscription rates;
present the financial statements at the AGM.

29. The Director of Education and Training

The Director of Education and Training shall:

develop and advise the Council on education and training policies;
supervise any examinations and ensure equivalence standards;
coordinate Continuing Professional Development (CPD) programmes;
make an annual report to the membership at the AGM.

30. The Director of Membership

The Director of Membership shall:

maintain the Statutory Members database in compliance with data protection legislation;
process all applications for membership and upgrading;
advise the Council on membership matters;
issue suspension and termination notices in accordance with these Rules;
make an annual report to the membership at the AGM.

31. The Director of Policy and Performance

The Director of Policy and Performance shall advise the Council on matters of policy, standards, and performance, and carry out such other duties as the Council may from time to time determine.

32. The Company Secretary

The Council shall appoint a Company Secretary in accordance with the Act and the Articles. The Secretary shall comply with all statutory requirements and carry out such duties as the Council may determine.

PART 6 — CODE OF PROFESSIONAL CONDUCT

33. General Obligations

Every Statutory Member shall:

(a) uphold and enhance the dignity, standing, reputation, and integrity of the Institute and the profession;

(b) comply with the law, custom, and practice of the country in which they are employed;

(c) not attempt to supplant another member or maliciously injure the reputation or prospects of any person;

(d) keep themselves informed of developments in the construction industry and maintain their professional competence through CPD.

34. Salaried Employment

Members in salaried employment shall discharge their duties with complete fidelity and probity, and in particular:

(a) act for their employer only, accepting no undisclosed trade commissions;

(b) not divulge confidential business information;

(c) not render conflicting services without written employer consent;

(d) neither offer nor accept bribery or corruption;

(e) have due regard for health and safety, aesthetic, economic, and environmental factors.

35. Advisory Services

Members offering advisory services shall:

(a) undertake only work for which they are competent by education, training, and experience;

(b) agree with clients the scope, timing, fees, and dispute resolution procedures before commencing work;

(c) maintain current professional indemnity insurance appropriate to the services offered.

36. Health and Safety

Members shall at all times have comprehensive knowledge of and due regard for health and safety legislation as it affects the construction process. They shall be competent in risk assessment and committed to providing safe working environments.

37. Use of Designatory Letters and Insignia

(a) Members may use their designatory letters in conjunction with their personal name only, not with a business name.

(b) Members may display the Institute's insignia on approved site notice boards, making clear that the insignia belongs to the Institute.

(c) Members shall indemnify the Institute against any claims arising from their use of the Institute's insignia.

38. Enforcement

(a) Observance of this Code is mandatory for all Statutory Members.

(b) Any member reported for an alleged breach shall be subject to investigation by the Council and may be suspended pending the outcome.

(c) Non-Statutory Members are also bound by relevant sections of this Code.

PART 7 — FINANCIAL ARRANGEMENTS

39. Financial Year

The Institute's financial year shall run from 1st January to 31st December.

40. Accounts

(a) The Council shall cause proper books of account to be kept in accordance with the Act.

(b) The Council shall appoint recording accountants to prepare annual financial statements.

(c) The financial statements shall be presented to the membership at the AGM for approval.

(d) Books of account shall be open to inspection by Council members at all reasonable times.

41. Banking and Payments

(a) All payments to the Institute shall be made payable to "The Institute of Construction Management" and not to any individual.

(b) All payments by the Institute shall require the signatures of two authorised signatories, one of whom shall be the Director of Finance.

(c) The Council may authorise petty cash floats, which shall be balanced quarterly.

42. Expenses

Council members and Statutory Members acting on behalf of the Institute shall be entitled to reimbursement of reasonable expenses, subject to written application to the Director of Finance.

43. Professional Retainers

The Council may retain firms of accountants and solicitors as necessary, for such terms and upon such conditions as the Council thinks fit. Such appointments shall be reviewed periodically.

PART 8 — REGIONS

44. Formation and Requirements

A Region must:

(a) have a minimum of 10 Statutory Members;

(b) hold a minimum of six meetings per year;

(c) hold an Annual General Meeting;

(d) apply income and property solely in furtherance of the Institute's objects;

(e) have a constitution conforming to the Articles and these Rules, approved by the Council.

45. Regional Officers

At the Region's AGM, the following officers shall be appointed by the Statutory Members:

Regional Chairman — for a period of 2 years
Regional Vice-Chairman — for a period of 2 years
Regional Treasurer — for a period of 1 year
Regional Secretary — for a period of 1 year

Not less than four nor more than six Statutory Members shall also be appointed as Committee Members.

46. Regional Management Committee

The Regional Management Committee shall consist of the Regional Chairman, Vice-Chairman, Secretary, and Treasurer. It shall be responsible for the day-to-day management of the Region in accordance with the Act, the Articles, and these Rules.

47. Limitations on Regions

(a) Neither a Region nor its officers may act for or bind the Institute without written authority from the Council.

(b) The Institute shall not be liable for any debts or liabilities of a Region.

(c) Upon winding up of a Region, any surplus assets shall be transferred to the Institute or to The ICM Members Benevolent Trust.

PART 9 — MISCELLANEOUS PROVISIONS

48. Notices

(a) Any notice required by these Rules shall be in writing and may be given personally, by post, or by electronic means.

(b) A notice sent by post shall be deemed served on the second day following posting.

(c) A notice sent by electronic means shall be deemed served on the day of sending.

49. The Institute's Property

All property of the Institute, including insignia of office, shall be insured by the Council. Officers entitled to wear insignia may do so at meetings and official engagements.

50. Social Activities

The Council may establish a Sports and Leisure Association for the promotion of social, sport, and leisure activities between members. Such association shall be self-financing and the Institute shall not be liable for its debts.

51. Charitable Trusts

The Council may, in accordance with the Articles, maintain The ICM Members Benevolent Trust for the relief of need, hardship, or distress of members of the Institute.

52. Indemnity

Subject to the Act, every Council member, officer, and the recording accountants shall be indemnified out of the assets of the Institute against any liability incurred in defending proceedings in which judgement is given in their favour or they are acquitted, in accordance with the Articles.

53. Voluntary Winding Up

In the event of voluntary winding up, any surplus assets shall be given or transferred to The ICM Members Benevolent Trust with the consent of the Charity Commission, and shall not be distributed among the members.

54. Amendment of Rules

These Rules may be amended by Special Resolution at a General Meeting of the Institute, provided that:

(a) not less than 21 clear days' notice of the proposed amendment has been given to all Statutory Members;

(b) no amendment shall be inconsistent with the Articles;

(c) Rules 44 to 47 (Regions) may only be amended with the consent of 75% of the Statutory Members eligible to vote.

END OF RULES AND REGULATIONS

The Institute of Construction Management Limited — January 2026

Schedule of amendments:

Date:	Ref:	By:	Authority:

Rules and Regulations of the Institute