Institute of Management Consultants Bangladesh

IMCB By Laws

INSTITUTE OF MANAGEMENT CONSULTANTS BANGLADESH (IMCB)

BY-LAWS

CHAPTER-I

PREAMBLE

Section-1: Short Title and Commencement

These By-laws shall be called the Institute of Management Consultants Bangladesh By-laws (hereafter referred as “By-laws”)

a.       By-laws will come into force immediately on the day of its adoption.

 Section-2: Definitions

In these By-laws, all words and expressions shall have the same meanings as are assigned to them.

a.       Any reference in these By-laws to members, associates, fellows or meetings shall, unless the contrary intention appears, be construed as a reference to members, associates, fellows, and meetings respectively of the Institute

b.      In these By-laws unless there is anything repugnant in the subject or context:

1.      "The Memorandum" means the Memorandum of Association and “Article” means the Articles of Association of the Institute for the time being in force;

2.      " By-Laws" means the Bye-laws of the Institute framed hereunder in accordance with the Articles of Association of the Institute;

3.      "The Regulations" means the Memorandum & Articles of Association of the Institute, the By-laws and other rules, resolutions as may be adopted/amended by the Institute time to time;

4.      "The Institute" means the Institute of Management Consultants Bangladesh (IMCB);

5.      "The Council" means the Executive Council for management of the Institute for the time being;

6.      "The Office" means the registered office of the institute;

7.      "Gregorian Calendar" means Gregorian Calendar as resolved in the 12thAnnual General Meeting on 31st August, 2012 that the calendar year of the Institute be changed from Bangla to Gregorian and the year would be counted from 01 July to 30 June, in line with the directives of the Govt.;

8.      "Month” means Gregorian Calendar month; (i.e. July-June)

  1. “Management Consulting” means investigating and identifying management problems and recommending and helping to implement solutions to such problems in the management of business development project, Government, community and other national and international organizations, including without limiting the generality of the foregoing, problems of:

                                i.            Production management,

                              ii.            Marketing management,

                            iii.            Human resources management,

                            iv.            Financial management,

                              v.            Operations research,

                            vi.            Information and communication processing,

                          vii.            Economics,

                        viii.            Long-range planning,

                            ix.            General management, project and program management,

                              x.            Management strategy and policy consultancy,

                            xi.            Quality assurance,

                          xii.            Any other activities relating to management consultancy, advice, suggestions, recommendation and others.

 

10.  “Member” means an individual or entity engaged in the practice of management consulting who agrees to become member of the Institute under any of the categories in accordance with the Chapter III of the By-Laws and whose name is entered in the register of members.    

11.  "Trainee Management Consultant" means a person serving or working at a corporate member of the Institute as a Trainee Management Consultant under these By-laws;

12.  "Certificate of practice" means a certificate granted under these By-laws entitling the holder to practice as a Management Consultant;

13.  "Graduate" means a graduate of a University constituted by law in Bangladesh or the Graduate of any other University recognized by the Government;

14.  "Regional Chapter" means a Chapter of the Institute established by the Council in anywhere of Bangladesh outside Dhaka;

15.  "Chairman" means the Chairman for the time being elected under Section 9 and in his absence the President for the time being elected under that Section and acting on behalf of the Chairman;

16.  "President" means the President for the time being elected under Section 9 and in his absence the Vice President for the time being elected under that Section and acting on behalf of the President;

17.  "Corporate Membership" means Corporate membership in the Institute as resolved in the 12th Annual General Meeting on 31st August, 2012 that Corporate membership would be incorporated with the IMCB’s bye-laws;

18.  "Principal place of business" means the place of business registered by a member of the Institute or where more than one place of business is registered by him the place of business indicated by him as being his Principal place of business;

19.  "Registered address" means in the case of a member in practice his Principal place of business and in the case of a member not in practice the address last notified by him to the Secretary as his address for communications;

20.  "Recognized University" means a University established by or under any law for the time being in force and includes any other Universities declared by the Government to be a recognized University for the purpose of these By-laws;

21.  "Schedule" means the Schedules annexed to these By-laws which may be altered, amended or substituted and includes any and all other Schedules that may be made by the Council from time to time;

22.  "Seal" means the Seal of the Institute;

23.  "Secretary" means the Secretary appointed by the Council, or any person acting as Secretary by a direction of the Council;

24.  "Writing" means written printed or lithographed, or partly one and partly another, or otherwise represented or reproduced in words in visible form;

25.  "CMC" means Certified Management Consultants designation;

26.  "ICMCI" means International Council of Management Consulting Institutes;

Where the context so admits, words importing masculine gender include feminine and words importing singular number include plural and vice versa.

c.       The Companies Act (Act XVIII of 1994) shall apply, so far as may be applicable, to the interpretation of these By-laws.

Section-3: Notice to Members

a.       Unless specified elsewhere in these By-laws for any specific matter, and all notices required by these By-laws to be given or sent to members shall be served personally or sent by-mail, fax or registered post to the Registered address of each member and for proving that such notice has been given or sent it shall be sufficient to prove that such notice was properly addressed and posted;

b.      The non-receipt of any such notice shall not invalidate any such notice of the meeting, resolution, proceeding or action at any meeting.

 

CHAPTER-II

ESTABLISHMENT OF THE INSTITUTE, STRUCTURE OF COUNCIL, STANDING AND OTHER COMMITEES, RESPONSIBILITIES AND FUNCTIONS, etc.

Section-4: Office of the Institute

The registered office of the Institute shall be situated in Dhaka, Bangladesh.

Section-5: Management and Administration of the Institute

a.       An Executive Council will be responsible for the management of the administrative and operational activities of the Institute which will be known as Council or IMCB Executive Council;

b.      Administrative and operational activities of the Institute shall be determined by these By-laws.

Section-6: Composition of Executive Council

a.       The Executive Council of the Institute shall be composed of fifteen (15) members in the following manner:

-    One(1) Chairman;

-    One(1) President;

-    Two(2) Vice President;

-    One(1) Treasurer;

-    One (1) Immediate Past President

-    Members (9)

Out of 15 members of the Executive Council 14 members shall be elected as per Article 9 of the By-laws and one (1) post shall be filled by the Immediate Past President.

b.      The President shall be the Chief Executive Officer of the Institute;

c.       The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the President. If the Vice-president exercises any such duty or power, in the absence or disability of the President shall be presumed with reference there to. The Vice-President shall also have such other powers or duties as many from time to time be prescribed by the Council.

d.      Only natural person may be elected as member of the Council.

Section-7: Terms of Office of the Executive Council

a.       Office Bearers of the Institute shall be elected for one term of two years which is defined as the period from the Annual General Meeting in which they are declared elected to the end of the Second year following Annual General Meeting in which the new Executive Council is declared elected;

b.      Elected members of the Council, unless the resignation, or until the expiration of the Council shall hold their respective positions,;

c.       Notwithstanding anything mentioned in sub-section (a) and (b) of this Section, the Council Chairman, President, 1st Vice-President and 2nd Vice-president, Treasurer shall be deemed to hold office until their successors undertake such responsibility/office.

d.      The term of an Executive Council will be for a period of two years.

e.       An Executive Council member may hold office of Chairman or President for two consecutive terms only. 

Section-8: Responsibilities and Functions of the Council

a.       To promote the skill and knowledge of and the adaptation of the highest standards of conduct by members of the management consulting profession;

b.      To provide a professional organization for the members of the management consulting profession and by means of examinations and other appropriate means to test the skill and knowledge of persons desiring to enter that profession and to issue qualifying certificates in proper cases;

c.       To provide facilities and take steps to improve existing facilities for the training and education of persons in the art of management consulting and for that purpose to  provide instructors, lecturers and supervisors, hold classes and examinations and award scholarships, prizes, medals or other awards in connection with the subjects of examinations, whether held by the Institute or otherwise in relation to the profession of management consulting; and to make grants and other payments to any other body or institution whose objects include the advancement of knowledge of management consulting;

d.      To adopt Certified Management Consultant (CMC) Certification Process and to grant CMC certificate to the members of the institute who qualify to meet the criteria of the global CMC Certification Standards as set by ICMCI time to time;

e.       To hold conferences, seminars, workshops and meetings for the discussion of professional subjects and on the issues of national interest;

f.        To form a library, for the use of members of the Institute, of publications and other materials of any kind of service or of interest to members in their professional capacity and to collect collate and publish or disseminate among members information of such service or interest;

g.      To exercise professional supervision over the members of the Institute and to frame, establish and administer rules for observance in all matters of professional conduct and practice as management consultants and to initiate appropriate meaner to perfect the interest of clients.

h.      To purchase or take on lease or in exchange hire or otherwise acquire any real or personal property and any rights or privileges which the Institute may think necessary or convenient for the promotion of this objects/activities and to construct, maintain and alter any buildings or erections necessary of convenient for the work of the Institute;

i.        To undertake and execute any trusts which may lawfully be undertaken by the Institute and may be conducive to its objects/activities;

j.        To raise funds and accepts donations/grants or other financial assistance from any Government or private or any other sources or agencies in Bangladesh or abroad for use in work consistent with the purpose and objects of the company;

k.      To borrow money for the purpose of the Institute on such term and on such security as may be thought fit;

l.        To invest the funds of the Institute not immediately required for its purpose in or upon such investments securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by the law and subject as hereafter provided;

m.    To adopt By-laws, make rules and regulations, code of conduct and rules of business not inconsistent with the law or the Memorandum;

n.      To establish and support or aid in the establishment and support of any charitable association or institution and to subscribe or guarantee for charitable purpose in any way connected with the purpose of the Institute or calculated to further its objects/activities;

o.      To liaison, cooperate, and collaborate with ICMCI in all matters in the interest of the members and the Institute time to time and to nominate Trustee to the ICMCI.

p.      To do all such other things as are incidental or conducive to the attainment of the above objects or any of them;

Section-9: Election, Nomination, Disputes, etc.

a.       The Election Commission shall be formed by EC at least 90 days before the expiration of the term of the Executive Council.

b.      The Election Commission will consist of a senior member as the Chief Election Commissioner and two other members of the Institute as Election Commissioners. An Election Appellate Board shall also be formed comprising three members. Members so appointed to the Election Commission or the Election Appellate Board shall not be able to contest, be a proposer/seconder of any candidate in the election.

c.       The election of all the positions in the Executive Council shall be by direct vote of the eligible voters as declared by the Election Commission.

d.      The Election Commission shall ensure that all formalities and procedures related to the election i.e. preparation of Election Rules, voter list, declaration of Election Schedule, including handing over charge to the new elected Executive Council, shall be completed within 90 days of formation of the Election Commission.

e.       Only full Members Fellows and Corporate Members are eligible for voting, provided that they do not have any outstanding dues with the Institute. Such members, however, will not be entitled to exercise voting rights if incorporated as member of the institute within 120 days of the date of election or have settled dues within 60 days of the date of the election.

f.        The decision of the Election Appellate Board shall be final in case of any dispute regarding the election.

The Executive Council so elected shall ipso facto be deemed to have been installed in office as soon as the election results are declared and posted in the Notice Board of the Institute by the Election Commission.

Section-10: Vacancy of Executive Council Member

a.       If any elected member of the Council is absent in three consecutive meetings without any rational reason, resigns or his name is removed from the register, his office shall be declared vacant from the Executive Council;

b.      For any reasons mentioned in Sub-section (a) if the office of any member is declared vacant from the Council, within ninety (90) days from the date of vacancy, in the prescribed manner, the Council may co-opt a new member against the vacant position;

Section-11: Resignation of Council Member

a.       The Chairman may resign by a signed letter of resignation to the President/Executive Council of the Institute;

b.      The President or any other member may resign by a signed letter of resignation to the Chairman;

c.       Resignation shall be effective from the date of the acceptance of the resignation letter by the Council and the concerned office of the Council shall be vacant.

Section-12: Committees of the Institute

a.       The President, within three (3) weeks of assumption of office, shall place before the Council a proposed list of Chief Coordinators and members of Standing and other Committees in consultation with Chairman of the institute, and after consideration of which, the Council shall constitute the following Standing Committees, namely:

v  Standing Committees:

(i)        Professional Standard and Development Committee

(ii)     Marketing and Public Relation Committee

(iii)   Membership Review Committee

(iv)    Registered Practiced/Client Enquiry Service Committee

(v)      Disciplinary and Arbitration Committee

(vi)    International Relations Committee

(vii) Research and Publication Committee

(viii)  CMC Certification Process Committee

(ix)    Advisory Committee

(x)      Finance & Audit Committee

b.      The Executive Council may also constitute any special committee time to time to accomplish any special purpose or to implement any project or program from among its members and such special committee shall perform their task following a specific Terms of Reference (TOR) or Work plan. Any committee so formed, may with the prior sanction of the Council, co-opt such other members of the Institute, as the Committee thinks fit, and any member so co-opted shall be entitled to exercise all the rights of a member of the committee;

c.       The Council shall also constitute an Advisory Committee comprising Past Chairmen and most senior members of the Institute. Such Advisory Committee shall meet once in a year and such meeting will discuss issues of national interest where IMCB may play an important role. The Advisory Committee will meet the members of Executive Council at least once in a year.

The recommendations on issues or topics proposed in the Advisory Committee meeting shall be forwarded to the Executive Council Meeting for review, discussion and decision.

d.      The terms of reference of other Committees as stated in section (b) as above, shall be framed by the Council and may be modified from time to time as deemed fit.

Section-13: Executive Council

a.       The Executive Council (EC) shall consist of the Chairman, President, two (2) Vice-Presidents, Treasurer and not more than nine (9) other members of the Council;

b.      It shall perform the following functions, namely:

              i.      Maintenance of the office of the Council and for this purpose the Council may employ, suspend, or terminate the services of the Secretary and other necessary staff on such terms and conditions as it may deem fit:

            ii.     Maintenance of true and correct accounts of all receipts and payments on behalf of the Council and the matter in respect of which such receipts and payments take place and of all the property, securities, debts, funds and liabilities of the Institute;

          iii.  Maintenance of the Register of the Members, Register of Principals, Register of Trainee  Management Consultants and all other registers which are prescribed by the By-laws;

          iv.            Custody of the property, assets and funds of the Institute;

            v.      Investment of the funds of the Institute not immediately required in securities approved by the Council;

          vi.            Disbursements from the funds on account of expenditure from the income or the capital in accordance with the annual budget previously sanctioned by the Council:

        vii.            Nominate Trustee to the ICMCI as the representative of IMCB;

Provided that in emergent cases expenditure in excess of the annual budget may be incurred by the Committee, but such excess expenditure shall be brought to the notice of the Council at its next meeting for post facto approval;

      viii.            Admission of associates and fellows, removal and restoration of names of members, issue and cancellation of certificates of practice, issue of certificates of membership and publication of list of members;

          ix.            Publish news bulletins, journals and other publications through an Editorial Board set up for this purpose;

            x.            Any other functions delegated to it by the General Meeting:

Provided, however, that the Council shall always have the power to review any decision of the Executive Council in exercise of its aforesaid functions.

          xi.            The Executive Council shall render every effort to transform the IMCB into a statutory body by enacting an act of the parliament. 

Section-14: Powers of the Council

a.       The business of the Institute shall be managed by the Council who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Institute as they think fit and may exercise all such powers of the Institute and do on behalf of the Institute all such acts as may be exercised and done by the Institute in General Meeting subject nevertheless to the Regulations to the provisions of the statutes for the time being in force and affecting the Institute and to such additional Regulations as may be prescribed by the Institute in General Meeting but no Regulation made by the Institute in General Meeting shall invalidate any prior act of the Council which would have been valid if such Regulation had not been made.

b.      Without prejudice to the general powers conferred by Articles  of Association and other powers conferred by this By-laws it is expressly declared that the Council shall have power to make and impose, vary from time to time and repeal bye-laws, rules and regulations regarding the qualification, admission, suspension and expulsion of members of the Institute, examination syllabuses and regulations, enrolment of students and matters appertaining to them, the method, time and place of payment of admission fees, subscriptions and other payments and generally for the administration and government of the Institute and for carrying its objects into effect; provided always that any such bye-laws; rule or regulation shall not in any way affect, vary or alter or be contrary to the provisions contained in the Articles of Association.

c.       The members for the time being of the Council may act not withstand and vacancy in their body; provided always that, if the members of the Council shall at any time be to be reduced a number to less than the minimum number prescribed by or in accordance with the bye-laws it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Institute filling up vacancies in their body or of summoning a General Meeting but not for any other purpose.

Section-15: Powers of the Officers

The policies established by the Council shall be carried out by the office Bearers of Executive Council of the Institute. These office bearer shall have full voting power on the Council.

a.       Any Officer elected or appointed to the Council may be removed by the affirmative vote of a simple majority of the general meeting of the Institute, whenever in its judgment the best interests of the Institute will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment shall not of itself create contractual rights.

b.      A vacancy in any office because of death, resignation, removal, disqualification or other circumstances may be filled by the Council for the unexpired portion of the term.

c.       The office of the Chairman, President and other office Bearers shall be vacated if;

1.      He resigns

2.      Ceases to be a member of the Institute

3.      Absent himself from three consecutive meetings without leave of the Executive Council

d.      The Chairman shall be the constitutional head of the Institute and subject to the control of the Council and shall when present, preside over all meetings of the Institute. He will have a casting vote when votes on any issue are equally divided. The Chairman may also call the General Meeting and the Executive Council Meeting if he deems necessary.

e.       The President shall be the Chief Executive Officer of the Institute and shall supervise and control all the business and affairs of the Institute. He may sign, with the Treasurers or any other proper officer of the Institute there unto authorized by the Council, any deeds, mortgages, bonds, contracts, or other instruments which the Council has authorized to be executed, except in cases where the signing of the execution thereof shall be expressly delegated by the Council to some other officers or agent of the Institute, or shall be bylaw to be otherwise signed or executed and in general shall perform all duties as may be assigned by the Council from time to time.

f.        The 1st Vice President shall act for the President whenever he is unable to act because of absence, illness or any other reason that prevents him from carrying out his duties as the President of the Council.

g.      The 2nd Vice President will handle the duties assigned him by the President of the Council.

h.      If required by the Council, the Treasurer shall give a bond for the faithful discharge of his duties such sum and with such surety or sureties as the Council shall determine. He shall: (1) have charge and control of and be responsible for all funds and securities of the Institute; receive and give receipts for monies duly payable to the Institute from any sources whatsoever, and deposit all such monies in the name of the Institute in such banks, trust companies or other depositories as shall be selected in accordance with the decision of the Council; (2) shall invite quotation for the auditors and ensure identifying appropriate Auditor for planning it to the AGM for approval of appointment of auditors and in general perform all of the duties incident to the office of Treasurer, and such other duties from time to time be assigned to him by the President or by the Council.

i.        The Secretary shall be appointed by the Council for such time, at such remuneration and upon conditions as they may think fit and any Secretary so appointed may be removed by them. The Council may time to time by resolution appoint an assistant or deputy Secretary and any person so appointed may act in the position of the Secretary if there be no Secretary or no Secretary capable of acting. Secretary and other staff of the Institute shall work under the supervision and control of the President.

j.        The Council shall have the power to appoint any person to act as Assistant to any officer, or to perform the duties of such officer and such Assistant or acting officer so appointed by the Council shall have the power to perform all the duties of the office to which he is so appointed to be Assistant or as to which he is so appointed to act, except exercising such power as may otherwise be defined or restricted by the Council.

k.      Any additional officer not specified above shall have only such authority duties and responsibilities as shall be specifically authorized and designated by the Council.

Section-16: Terms of Office for Members of the Committees

A member of a Standing or Other Committee, unless resigned/removed, shall hold office for two years from the date of his nomination or until a new Committee is constituted.

CHAPTER-III

MEMBERSHIP, QUALIFICATIONSAND DISQUALIFICATIONS AND REGISTER etc.

Section-17: Eligibility and Classes of Membership

a.       Eligibility of membership

                             i.         Candidate (s) must agree to be bound by the IMCB Code of Professional Conduct;

                           ii.         Candidate (s) must be able to demonstrate their interest in the profession of management consultancy;

                         iii.         Candidate (s) must fulfill the specific membership criteria;

                         iv.         Candidate (s) must be Bangladeshi national or resident in Bangladesh;

                           v.         Candidate (s) must be a Post Graduate from any recognized University.

b.      The Institute shall have five (5) classes/categories of membership:

i)             Affiliate Member

ii)           Associate Member

iii)         Full Member

iv)         Fellow Member

v)            Corporate Member

There are alternative routes to initial admission which are explained in the sections below.

c.       Members of the Institute of Management Consultants in overseas who become resident in Bangladesh for business purposes may be eligible for admission to an appropriate class of membership of the Institute subject to an application in prescribed form and consent of the Membership Review Committee.

d.      Full member of the Institute will be eligible to apply for CMC subject to an application in prescribed form and CMC Certification Committee shall review the application in appropriate manner and grant CMC designation.

e.   Application(s) for membership of all categories shall be made in the form prescribed by the Executive Council from time to time and such application(s) for all categories of membership shall be processed by the Membership Review Committee to be constituted by the Executive Council.

 

f.    Existing members of the Institute shall have the option to apply for change of class/category subject to the fulfillment of criterion for specific membership.  

Section-18: Conditions (Qualification, Knowledge and Experience) of Membership

a.      Affiliate

The grade of Affiliate is intended for those individuals who can demonstrate a genuine and proven interest in the profession of management consultancy and who are not eligible to become an Associate or Member. Individuals admitted to the grade of Affiliate will be termed as Affiliates. The following groups have been identified as likely and suitable, though not necessarily exclusive, sources of Affiliates.

                           i.            Accountants, Chartered engineers, lawyers and other professional managers and advisers whose work includes independent management consultancy;

                              ii.      Management consultancies’ senior professional staff;

                            iii.      Faculties at universities and business schools;

                            iv.      Entrants to the profession prior to becoming IMCB Associates;

                              v.      MBA graduates

 

b.      Associate

There are two ways by which persons can become Associates,

                                i.      Persons employed by a recognized firm engaged in full time management consulting practice where he is involved as a full time expert who has successfully completed diploma in Management Consulting offered by IMCB.

                              ii.      Have a recognized degree or professional qualification. 

Persons not working for a recognized management consulting practice are eligible to apply for Associate grade provided that they:

                                i.      Have been engaged for not less than one year in an independent full time practice of management consulting;

                              ii.      Have a recognized Post graduate degree or professional qualification.

                            iii.      Applicants for Associate grade are required to have specialized professional/technical knowledge which has been acquired by academic and professional training in conjunction, where appropriate, with vocational training.

                            iv.      Applicants for Associate grade must have a university level post graduate degree or a professional qualification which is recognized by the Institute as equivalent to post graduate degree.

 

c.       Full Member

There are two ways by which persons can become a full Member. Associates employed by a recognized management consulting practice are eligible to apply for transfer to full Member grade provided that they:

                                i.      Are engaged in the independent full time practice of management consulting for at least three (3) years;

                              ii.      Have worked in a recognized management consulting practice for at least three (3) years continuously as an Associate;

                            iii.      Can demonstrate their competence and experience as a management consultant through at least three (3) institutional clients references;

                            iv.      Applicants for Full Member grade are additionally required to provide evidence that they are competent to apply their knowledge to the wider field of management consulting and have sufficient experience of industry and commerce to relate their skills to the overall problems of management;

                              v.      Evidence of regular participation in the activities of IMCB.

The fulfillment of these criteria must be verified by means of:

                                i.      A detailed Member application form covering their experience, which must be countersigned by two Fellows or Full Members or other senior executives of the management consulting practice.

                              ii.      An interview with a Membership Review Committee.

 

A ‘recognized management consulting practice is a firm with a positive and recognized internal training scheme. Most large firms meet these criteria.  Associates who have ceased to be employed by recognized management consulting practice are eligible to apply for transfer to Member grade on the basis described below.

 

Persons may apply for direct entry to (or transfer to) Full Member grade provided that they:

                                i.      Are engaged in an independent full time practice of management consulting for at least five (5) consecutive years;

                              ii.      Have spent at least five (5) years working in the independent full time practice of management consulting;

                            iii.      Have a recognized Post graduate degree or professional qualification;

                            iv.      Can demonstrate their competence and experience in management consulting through five (5) institutional client references.

The Council may, in its absolute discretion, grant dispensation on the requirement to have such a qualification.

 

The fulfillment of these criteria must be verified by means of;

                                i.      A detailed Member application form covering their management consulting training and experience, which must be confirmed on the application form by two Fellows, or Members, or other senior executive of a management consulting practice, or in a letter to the Institute by a senior executive of client organization in which the applicant has worked;

                              ii.      An interview with a Membership Review Committee/Membership Sub-Committee.

 

d.      Fellow Member

Full Members are eligible for transfer to Fellow provided that:

                                i.      They are engaged in an independent full time practice of management consulting at the time of application, and have been in such practice for a continuous period of not less than ten (10) years;

                              ii.      They have been a full Member for not less than five (5) years.

 

e.       Corporate Member

a.       For Corporate membership in the Institute an institution shall satisfy all legal formalities;

b.      The intended Corporate Member must  have at least three (3) years of consecutive operation as management consulting firm;

c.       The corporate members of the Institute shall have voting rights to be exercised through its duly authorized representative with the approval of the Council.

Section-19: Incompetence for Membership

Notwithstanding anything contained in section 17, a person shall not be eligible to be a Member, if he/she

a.       Less than thirty (30) years of age at the time of the application;

b.      mentally deranged;

c.       has been convicted and sentenced by a competent court of crimes involving moral turpitude and two years has not elapsed since the serve of the sentence; or

d.      Has already been charged with professional misconduct and removed from the Register. 

Section-20: Register

a.       A person qualified to be a member of the Institute shall apply to the President for the membership of the institute in the prescribed Form.

b.      If a person’s name is listed in the register, the person shall be a member of the Institute.

c.       January of each year on or in any other manner prescribed in prior, the Institute shall publish a list of its members. Such list will only contain the name of the members whose dues to the Institutes is cleared.

d.      The members of the Institute shall be entitled to collect the list of members published under Sub-section(c) subject to payment of the prescribed fee.

Section-21: Disciplinary Procedures

The purpose of the disciplinary procedures is to provide a mechanism whereby complaints against members of the Institute may be processed fairly and effectively. The procedures are primarily concerned with complaints relating to an apparent breach of the Code of Professional Conduct.

a.                                          A Guide to the Complaints and Disciplinary Procedures

The procedure has been drafted in a legal format and this format will prevail if any questions of interpretation are not raised. The aim of these guidelines is to explain, in simpler terms; the manner in which the procedure is intended to operate in practice. The procedure is shown in full following these guidelines.

e.                   Key elements

The procedure contains three (3) important elements:

1.      Only two (2) types of complaint will be covered by the procedure;

·      An apparent breach of a rule in the Code of Professional Conduct.

·      Where IMCB Executive Council having reasonable grounds to believe that a member has brought discredit upon the profession or the Institute.

2.      Stages in the procedure are specified and are designed to ensure that complaint is dealt with as speedily as possible while giving  all parties concerned adequate time to respond to each stage.

3.      An ability to exercise sanctions on the member concerned. Such sanctions are likely to be suspension or termination of membership coupled with possible unpublished or published censure.

 

f.                    Stages

The stages of the procedure, as applied to an apparent breach of the Code, are as follows:

1.      Receipt of complaint in writing specifying a particular breach of a rule in the Code of Professional Conduct (the ‘Code’)

·      IMCB Secretariat acknowledges  and sends complainant copy of procedure

·      IMCB Secretariat advises the member and invites response with in fourteen (14) days

2.      Disciplinary and Arbitration Committee considers complaint and member’s response.

·      If no prima facie case, complaint dismissed; complainant and member advised.

·      If prima facie case, Disciplinary and Arbitration Committee convened and held within twenty eight (28) days of receipt of written complaint. Complainant and member advised and invited to make oral submission to Disciplinary and Arbitration Committee.

3.      Disciplinary and Arbitration Committee considers complaint, written and oral submissions. If required, Disciplinary and Arbitration Committee may request further written evidence from complainant and member. Such evidences are to be supplied within fourteen (14) days.

4.      Disciplinary and Arbitration Committee completes review of case.

·      Disciplinary and Arbitration Committee makes recommendation to IMCB Executive Council as to whether complaint substantiated and sanctions to be applied.

5.      Executive Council considers Disciplinary and Arbitration Committee’s recommendations.

·         Executive Council communicated to complainant and member entitled to appeal within fourteen (14) days.

6.      Appeal Committee considers appeal and any further oral submissions.

·         Decision of Appeal Committee notified to complainant and member.

The stages of the procedure, as applied to Council believing a member to have brought discredit upon the Institute, are as follows:

1.   Council is made aware of an action by a member that potentially brings discredit upon the profession or the Institute.

·            Council considers the matter at next meeting of Council and requests Secretariat to notify member. Member is required to respond within fourteen (14) days of notification.

2.   Thereafter as b (2) above. B (2) stated above.

 

a.            Timing of stages

If on further written evidence is required as a result of stage (3) and an Executive Council meeting has already been scheduled for the day after the Disciplinary and Arbitration Committee, and there is no appeal, then the procedure should be completed within one calendar month of receipt of the original written complaint.

If, however, further written evidence is required and an Executive Council meeting has not already been scheduled for another two months (maximum), and an appeal is made, then the procedure may be completed within four calendar months of the original written complaint.

The above timings are based upon the assumptions that:

·               Executive Council meets approximately seven times per annum on dates scheduled at the beginning of each year,

·               There would be an intention to convene an Appeal Committee within two (2) weeks of receipt of an appeal.

 

Section-22: Disciplinary Action

For Disciplinary Procedure a Disciplinary Committee and Arbitration will be formed by the Executive Council. The Disciplinary and Arbitration Committee will comprise the Chief Coordinator, two members of Council or past Presidents, up to two external advisers and a member of IMCB Secretariat. 

The Appeal Committee shall be formulated by the Executive Council comprising three (3) members of Council or Past Presidents who have not previously been involved in the case, and up to two external advisers.

In the absence of the Chief Coordinator of the Disciplinary and Arbitration Committee, by reason of conflict of interest or other reasons, the Executive Council shall nominate an alternate Coordinator to serve on both the Investigations and Disciplinary and Arbitration Committees.

a.             No matters that are currently the subject of a legal action will be covered by the procedure

b.            Apart from any published censure, no details of any matters brought before the Institute will be published except where the parties involved cannot be identified.

The procedures:

a.       Any complaint against any member of the Institute of Management Consultants Bangladesh “(‘the Institute’) shall first be considered by the Institute‘s secretariat. Save in exceptional circumstances, only complaints writing specifying a particular breach of a rule in the Institute’s Code of Professional Conduct (‘the Code’) will be considered by the Institute and the secretariat shall, if necessary so inform the complainant. On receipt of such a complaint in writing the secretariat shall promptly acknowledge the same and advise the complainant of the Institute’s complaints and disciplinary procedures. At the same time, the secretariat shall notify the complaint to the member against whom it has been made, and invite him to respond in writing within fourteen (14) days of notification of the complaint. The exceptional circumstances referred to above will arise if the complaint, although not alleging a particular breach of a rule in the Code, gives the Institute‘s Council (the ‘Council’) reasonable grounds for belief that the member against whom the complaint has been made is guilty of an act, omission or course of behavior which has brought or is liable to bring discredit upon the profession of management consulting or upon the Institute.

b.      As soon as possible after receipt of the member’s response or after expiry of the fourteen (14) days period for response, no response having been received, an Investigation Committee appointed by the Council shall consider the complaint and any response thereto and shall decide whether a prima facie breach of the code has been made out. If the Investigation Committee shall decide that there is no prima facie case, the complaint shall be dismissed. If the investigations committee shall decide that there is a prima facie case, a meeting of the Institute’s Disciplinary and Arbitration Committee shall be convened and held within twenty eight (28) days of receipt of the written complaint. The complainant and the member shall both be informed in writing of the Investigation Committee’s decision.

c.       If the Council receives information giving reasonable ground for belief that a member has committed misconduct of such a kind in would if substantiated, justify termination or suspension of that member’s membership in accordance with the institute’s By-laws, it shall cause the secretariat to notify the member concerned giving particulars of the alleged misconduct and to invite him to respond in writing within fourteen days of such notification. Thereafter, the matter shall be dealt with in the same way as a complaint of a breach of the code save that the matter shall be referred directly to the Disciplinary and Arbitration Committee and paragraph (b) above shall not apply. In such cases references in the following paragraphs to the complaint and the complainant shall as far as possible have effect as references to the allegation of misconduct and the Council respectively.

d.      The Disciplinary and Arbitration Committee shall be nominated by the Executive Council and comprise the Chief Coordinator  or Deputy Coordinator, two  persons each of whom shall be either a member of Council or a past President of  the Institute , up to  two advisers in legal or other specialist matters and a member of the Institute’s Secretariat. The Chief Coordinator of the Disciplinary and the Arbitration Committee  shall be nominated by the Executive Council. In the absence of  Chief Coordinator, the Executive Council shall nominate the Deputy Coordinator who shall be either the President or a Vice–President of the Institute. Only the Coordinator or Deputy Coordinator and the two Council members for past Presidents shall be entitled to vote at the Disciplinary and Arbitration Committee. The Disciplinary and Arbitration Committee shall reach its decisions by simple majority vote. In the event of an equality of votes, the Chief Coordinator or Deputy Coordinator shall have a second or casting vote.

e.       The member of the Disciplinary and Arbitration Committee shall read the written representations of the complainant and the member against whom the complaint is made prior to their meeting to consider the complaint. Both the complainant and the member against whom the complaint is made shall be entitled to make oral submissions to the Disciplinary and Arbitration Committee either personally or through a representative. The Disciplinary and Arbitration Committee may invite further written representations from both the complainant and the member against whom the complaint has been made. Any such representations shall be made within fourteen (14) days of the meeting of the Disciplinary and Arbitration Committee and shall be recommended to Executive Council for final judgment.

f.        On completing its review of the case, the Disciplinary and Arbitration Committee shall make its recommendations in writing to Executive both as to whether the complaint has been substantiated and as to any sanctions to be applied. On the basis of such recommendations, The Executive Council shall decide whether there has been a breach of the Code and if so, what sanctions should be applied to the member against whom the complaint was made. Such decisions shall be made by a simple majority vote at the meeting of the Executive Council at which the matter is considered. In the event of an equal division of votes, the Chairman of the Executive Council shall have a second or casting vote. Subject to the member’s right of appeal (described in paragraph 9 below) the Executive’s decisions shall be final and binding on all concerned.

g.      Any appeal by a member against a disciplinary decision of the, Executive Council must be lodged in writing at the Institute’s registered office within two (2) weeks of notification of the Council’s decision to the member concerned. If any such appeal be lodged, the Executive Council shall formulate an Appeal Committee. The Executive shall nominate the Appeal Committee from past Presidents of the Institute, members of Council and such outside experts as the Executive Council shall think fit provided that no member of the Appeal Committee shall have previously been involved in deciding the case. The Appeal Committee shall have no less than three and no more than five members. The member bringing the appeal shall have the right to make oral submissions to the Appeal Committee either personally or through a representative. The Appeal Committee shall reach its decisions by simple majority vote. Any outside expert serving on the Appeal Committee shall not be entitled to vote. In the event of an equal division of votes, the Chairman of the Appeal Committee shall heave a second or casting vote. The Appeal Committee may confirm or reject a finding by the Executive Council that there has been a breach of the code of professional conduct and if it confirms such findings may confirm, reduce or increase any sanction imposed by the Executive Council. The decision of the Appeal Committee shall be notified in writing to the complainant and the member against whom the complaint was brought and shall be final and binding on all concerned for all purposes whatsoever.

CHAPTER-IV

MEETINGS AND PROCEEDINGS OF THE INSTITUTE AND THE COUNCIL 

Section-23: Annual General Meeting (AGM) of the Institute

The AGM of the Institute for transacting the ordinary business of the Institute, namely the appointment of auditors and the reception and consideration of the Annual Report of the Council and the accounts of the Institute with the Auditors' Report thereon, shall be held in Dhaka or elsewhere in Bangladesh on a suitable day of July in every year or on such other day as the Council may from time to time determine:

Provided that a meeting shall be held in every calendar year and that not more than fifteen (15) months shall have elapsed since the date of the previous annual meeting.

 

Section-24: Extra-ordinary General Meeting (EGM)/ Special General Meeting

Meetings other than the Annual General Meeting shall be called Extraordinary or Special General Meetings and the same may be held at any time and at such place or places as the Executive Council may deem convenient for the disposal of the business of the Institute.

An Extraordinary or Special General Meeting may be held on the requisition signed by at least one-tenth of the total members as per the Membership register of the Institute specifying clearly the business desired to be transacted. The Executive Council shall, upon the requisition having been so made in writing convene the Extraordinary or Special General Meeting of the Institute and such meeting shall be called within twenty-one days from the date of receipt of such requisition.

If the Executive Council does not proceed to cause a meeting to be called within twenty- one days from the date of requisition made as aforesaid, the requisitionists or a majority of them may themselves call a meeting, but in either case any meeting so called shall be held within three months from the date of requisition.

Section-25: Notice of Annual General Meeting (AGM)

The President shall, not less than fourteen (14) days before any Annual and not less than twenty one (21) days before any EGM/Special Meeting of the Institute, send to each member a notice giving the day, hour and place of the meeting and the business to be transacted thereto at the consent of the Chairman. In the case of the Annual General Meeting, the President shall send to each member with such notice along with a copy of the Annual Report of the Executive Council and a copy of the annual accounts of the Institute with the Auditors' Report thereon and particulars of motions/suggestions to be brought before the meeting. The non-receipt by any member of such notice or of any of the aforesaid documents shall not invalidate the proceedings of any meeting. 

Section-26: Notice of Motion

A member wishing to bring before the annual meeting any motion not relating to the ordinary annual business of the Institute may do so provided:

a.       that notice in writing of the proposed motion, duly endorsed by five(5) other members entitled to vote at the annual meeting, be sent or given to the President and be received by him not later than five (5) weeks before the date of the Annual General Meeting; and

b.      that the proposed motion relates to matters affecting the Institute or the consultancy profession.

 If, after any such notice shall have been given, the Annual General Meeting be called for a date less than five weeks after the date of receipt by the President of such notice, the said notice shall be deemed to have been given more than five weeks before the date of such meeting. 

Section-27: Presiding over Annual General Meeting

Annual General Meeting and Extra-Ordinary Meetings of the Institute referred to above shall be presided over by the Chairman or in his absence by the President or in his absence by the person elected by or the members from among the members of the Executive Council present, or in the absence of all of them, from among the members present.

Section-28: Quorum at Annual General Meeting

One-third of total members or at least twenty five (25) members present in person shall constitute a quorum for a meeting of the Institute. If a quorum is not available within an hour from the time appointed for the meeting, the meeting shall stand adjourned to such future time and date as the Chairman may determine.

Section-29: Adjournment of Meeting

Subject to the provisions of this By-laws, the Chairman or in his absence the person elected to preside over the meeting of the Institute may, with the consent of majority of members present, adjourn the meeting from time to time and from place to place. The adjourned meeting shall be held within 10 (ten) days of the day of adjournment but no business shall be transacted at any adjourned meeting other than the business left unfinished at the previous meeting. No notice shall be necessary for holding an adjourned meeting unless it be so decided in the meeting at the time of adjournment.

Section-30: Voting at Meeting and Demand for Poll

Every resolution and amendment proposed and seconded at a meeting of the Institute shall be put to the meeting by the person presiding over the meeting and decided by a show of hands and in the event of equality of votes the person presiding shall have a casting vote in addition to his original vote. The declaration of the person presiding as to the decision of the meeting shall be final. On such a declaration being made, a poll of all members may be demanded in writing by at least ten (10) members present in person and entitled to vote at the meeting.

Section-31: Appointment of Scrutinizers

At every meeting of the Institute at which a poll is demanded, the meeting shall appoint two (2) members as Honorary Scrutinizers.

Section-32: Procedure when Poll Demanded

On a poll being so demanded, the person presiding shall forthwith, or as soon as reasonably practicable after the conclusion of the meeting at which the poll is demanded, state the resolution or amendment in the form of proposition which in his opinion will be most suitable to ascertain the sense of the members upon the substance of such resolution or amendment and upon the manner of so stating the resolution or amendment, the decision of the person presiding shall be final. The voting paper setting out the proposition so stated, together with an envelope and all necessary directions, shall within fourteen (14) days after the meeting be issued by the Council to all members entitled to vote at the meeting at which the poll was demanded. The members shall send the said voting papers duly completed to the President sealed in the envelopes provided for such purpose so as to reach him on or before the twenty-first (21) day after the day on which the said voting papers were sent to the members. The President shall hand over the sealed envelopes to the Honorary Scrutinizers.

Section-33: Minutes of Meeting

Proper minutes shall be kept of all proceedings of the meetings of the Institute and shall contain every resolution passed and decision taken at the meeting. The minutes shall be signed by the person presiding over the meeting or the meeting held next thereafter, and the minutes so signed shall be sufficient evidence of the matters stated therein.

 Section-34: Meetings of the Executive Council

The Council shall meet at least four times every year at such time and place as the President may determine. Online meetings (like Skype, Viber, etc) using electronic media may be held as necessary and these will be treated as regular meetings.

 

Section-35: Notice of Executive Council Meeting

Notice of the time and place of the intended meeting shall be sent to the registered address or email address of every member of the Council not less than seven (7) days before such meeting and such notice shall contain a statement of the business to be transacted at the meeting by the President at the consent of the Chairman;

Provided that in case of urgency, a meeting may be summoned to meet at any time, by the President, who shall inform the members of the subject matter to be considered at the meeting and the reasons for which he considers the matter to be urgent.

 Section-36: Presiding over Executive Council Meetings

All meetings of the Council shall be presided over by the Chairman and in his absence the meetings shall be presided over by a senior member of the Council, elected by the members present.

 Section-37: Quorum of Executive Council Meetings

Five (5) members present in person shall constitute a quorum for a meeting of the Executive Council. If a quorum is not available within an hour from the time appointed for the meeting, the meeting shall stand adjourned to such future time and date as the Chairman may appoint.

Section-38: Adjournment of Executive Council Meeting

Subject to the provisions of these By-laws, the Chairman or, in his absence, the person elected to preside over a meeting of the Council may, with the consent of the majority of members of the Executive Council present, 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 unfinished at the previous meeting. No notice and quorum shall be necessary for holding an adjourned meeting unless it be so decided by the Council at the time of adjourning the meeting.

 Section-39: Procedure for Transaction of Business at Executive Council Meetings

a.       The business of the Executive Council shall ordinarily be transacted at the meeting of the Executive Council:

Provided that the President may, in any appropriate case, circulate papers among the members of the Executive Council for the decision of any question, if the matter is of such an urgent nature that it cannot wait till the holding of the next Executive Council meeting.

b.      Every resolution passed by circulation of papers shall be confirmed in the following Executive Council meeting:

Provided that no business shall be disposed of by circulation unless at least two-thirds of the total member of the Executive Council has expressed their views in support of the resolution.

 

Section-40: Passing of Resolutions at Executive Council Meeting

At all meetings of the Council and in the event of difference of opinion, the vote of the majority shall prevail unless otherwise required by the Memorandum or this By-laws and in the event of equality of votes, the Chairman shall have a casting vote in addition to his original vote.

Section-41: Records of Minutes

Proper minutes shall be kept of all proceedings of the meetings of the Executive Council and shall contain every resolution passed and decision taken by the meeting. The minutes shall be signed by the person presiding over the meeting or the meeting held next thereafter, and the minutes so signed shall be sufficient evidence of the matters stated therein.

 Section-42: Absence of Members of the Executive Council from Bangladesh

a.       Before a member of the Executive Council leaves Bangladesh for a period exceeding thirty (30) days:

1.   he shall inform the Council in writing of the date of his departure from and the date of his expected return to Bangladesh;

2.   he shall either tender his resignation or apply to the Executive Council for leave of absence, in case he intends to be absent from Bangladesh for a period longer than thirty (30) days.

b.      If any member leaves Bangladesh for a period exceeding thirty (30) days without taking either of the courses mentioned in the last preceding sub-Section, he shall be deemed to be guilty of misconduct.

Section-43: Meetings of the Standing Committees

The Member Secretary of a Standing or other special Committee may at any time and shall on requisition by any two members of the Committee, call a meeting of the Committee. All meetings of the Standing and other special Committees shall be president over by the Coordinator of the Committee, or in his absence by a member elected from among the members present

 Section-44: Notice of Standing Committee Meeting

Notice of the time and place of Standing Committee meeting shall be sent to the registered address or email address of every member of the Committee not less than three (3) days before such meeting by the Member Secretary of the respective Committee or Sub-Committee with the consent of the Coordinator and such notice shall contain a statement of the business to be transacted at the meeting.

 Section-45: Quorum at Standing Committee Meeting

All requirements with regard to quorum at a meeting of a Committee shall be as prescribed for a meeting of the Council under these By-laws, except that two members present in person shall constitute quorum for a meeting of the Committee.

 Section-46: Procedure for Transaction of Business

The business of the Standing and Other Special Committees shall be transacted in the manner laid down for the business of the Council under these By-laws.

 

Section-47: Casting Vote

All questions before a Standing or Other Special Committee shall be decided by a majority of votes and in the event of equality of votes, the Coordinator shall have a casting vote in addition to his original vote.

 Section-48: Minutes of the Standing or Special Committee Meetings

The Member Secretary of the Committee shall maintain a record of all business transacted at a meeting of the Committee, and also of every resolution passed in such meeting or by circulation.

 

CHAPTER-V

FINANCIAL MATTERS

 Section-49: Financial Year

Unless otherwise authorized by the Executive Council, the financial year of the Institute shall be July to June of English calendar year.

 Section-50: Auditor

Members shall at each Annual General Meeting appoint an external auditor to audit the accounts of the Institute. The remuneration of the auditor shall be fixed at the AGM.

 Article-51: Banking

The Institution’s bank accounts shall be maintained in such commercial or scheduled bank or banks as the Executive Council may by resolution from time to time determine.

 Section-52: Cheques

All cheques or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Institute, shall be signed by such officers or agents of the Institute and in such manner as determined by the Articles Association of the Institution. Cheques shall be signed by the President/Chairman and the Treasurer jointly. Any one of such designated persons may alone endorse notes and drafts for collection on account of the Institute through its bankers and endorse notes and cheques for deposit with the Institute’s bankers for the credit of the Institute. Any one of such designated officers or agents may arrange, settle, balance and certify all books and accounts between the Institute and its bankers and may receive all paid cheques and vouchers and sign all bank forms for settlement of balances and verification slips.

 Section-53: Deposit of Securities for Safekeeping

The securities of the Institute shall be deposited for safekeeping with one (1) or more Banks, other financial institutions as determined by the Executive Council. All securities so deposited may be withdrawn only upon the written order of the Institute signed by authorized persons of the Institute and in such manner as shall from time to time be determined by the Executive Council.

 Section-54: Borrowing

The Executive Council may from time to time:

a)      Borrow money upon the credit of the Institute in such amounts and upon such terms as may be deemed necessary and expedient in the interest of the Institute;

b)      Issue, sell or pledge debt obligations of the Institute, including without limitation, bonds, debentures, notes or other similar obligations of the Institute, if secured;

c)      Charge, mortgage, hypothecate or pledge all or any currently owned or subsequently applied real or personal, moveable or immovable property of the Institute, including book debts, rights, powers, franchises and undertakings, to secure any such debt obligations or any money borrowed, or other debts or liabilities of the Institute;

d)      Delegate to one or more officers and Councilors of the Institute as may be designated by the Executive Council all or any of the powers conferred by the foregoing Sections of this borrowing provision to such extent and in such manner as Executive Council shall determine from time to time.

 Section-55: Fund Raising

Council may take such steps as it deems appropriate to enable the Institute to acquire, accept, solicitor receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Institute.

 Section-56: Treasury/Fund

The Institute shall have a fund and the following sums shall be deposited in that fund

a.       Grants from the Government;

b.      Funds received from various sectors of the Institute;

c.       The loans of the Institute;

d.      Grants made by local authorities;

e.       Grants received from foreign government, agency or international organizations at prior approval of the government;

f.        Fees received from members as membership fee and in respect of education and training;

g.      Income received from any other sources.

 Fund, at the approval of the Executive Council, shall be deposited in one or more commercial banks and, in the manner prescribed by regulations money can be withdrawn from the fund.

 Money can be withdrawn from the fund according to the decisions taken by the Executive Council. In order to meet daily necessities a fund of maximum Taka 5,000.00(five thousand) in cash may be kept with the Secretary. 

 Section-57: Treasurer

a.       A Treasurer shall manage and protect the fund.

b.      Duties and functions of the Treasurer shall be determined by regulations.

Section-57a: Method of Payment of Fees

All fees prescribed under these By-laws shall be made payable to the Institute in such manner as the Council may direct.

 Section-58: Custody and Use of Seal

a.       Unless otherwise decided by the Council, the Seal shall be kept under the custody of the Secretary.

b.      The Seal shall not be affixed to any instrument except by order of the Council and in the presence of the President and the Secretary or the Treasurer of the Institute such instrument shall be signed.

c.       The Council shall maintain a register in the prescribed Form to record therein the documents to which the Seal has been affixed.

 Section-59: Books and Records

The Council shall ensure that all necessary books and records of the Institute required by the By-laws, the Companies Act 1994 and/or the Trade Organizations Ordinance 1961 are regularly and properly maintained by the Secretary.

a.      Methods of Delivery

      A notice or other document may be sent by ordinary prepaid mail, registered mail, certified mail, personal delivery, prepaid courier, telephone facsimile transmission, other electronic transmission or by any other method to the intended recipient at his or her last known physical or electronic address as shown in the records of the Institute.

 

b.      Records

      Where a notice or other document is sent other than by ordinary prepaid mail, there must be a record by the person who has delivered it that the notice or document has been sent.

 

c.       Deemed Delivery

      Where a notice or other document is sent by mail such delivery is deemed to be received by the intended recipient upon actual receipt or on the fifth business day after mailing. Where a notice or other document is sent by telephone facsimile transmission or by any other form of electronic transmission such delivery is deemed to be received by the intended recipient upon actual receipt or on the first business day after the transmission is sent.

 

d.      Waiver/Abridgment

      Notice may be waived or the time for the sending of a notice or document may be waived or abridged at any time with the written consent of the person entitled to such notice or document.

 

e.       Irregularities

      Any irregularities in any notice shall not invalidate such notice or any meeting or any resolution, proceeding or action at any meeting.

CHAPTER VI

MISCELLANEOUS

 Section-60: By-laws

a.   General

By-laws of the Institute may be made, amended or repealed by a resolution of a majority of members at a meeting of EGM/AGM. After such approval of the By-laws, the By-laws or its amendments must be signed by the Chairman and President in each page with the seal of the Institution. An electronic copy of the approved and signed By-laws shall be provided to all the full Members and Fellows.

 

b.   Confirmation

Where a by-law is made, amended or repealed, the by-law, amended or repealed is effective immediately, unless otherwise provided, until it is confirmed, confirmed as amended or rejected by the members at the next Annual General Meeting.  If the by-law, amended or repealed is not confirmed by the members at the next annual general meeting, the by-law amended or repealed ceases to be effective on the date of such annual general meeting and no subsequent by-law, amendment or repeal by council having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the membership at a Special General Meeting/Extra-Ordinary General Meeting or Annual General Meeting.

 c.    Supersession

This By-law repeals and supersedes any previous By-laws of the Institute, which By-laws are hereby repealed.

 Section-61: Rules and Regulations

Council may make, amend or repeal such Rules and Regulations relating to the management and operation of the Institute as they deem expedient, provided that they are not contrary to the provisions of the Companies Act, 1994, the Trade Organizations Ordinance, 1961 or the By-laws.

Section-62: Certificate of Good Standing

Professional Standard and Development Committee shall issue Certificate of Good Standing to the members of the Institute offering consultancy services or may offer such services in recent future to foreign clients in overseas or within Bangladesh if the member applies in prescribed Form.

 Section-63: ICMCI

The Institute shall collaborate with ICMCI in organizing any program at national level in Bangladesh.

 Section-64: Nomination of Trustee to ICMCI

a.       The Institute shall nominate a trustee from the members of the Institute every two (2) year through a simple majority voting in the Executive Council.

b.      The trustee shall disseminate any information to the Executive Council regarding her/his actions in ICMCI on behalf of the Institute.

c.       The trustee shall inform the Executive Council prior to her/his any kind of participation in any kind of activities of ICMCI

 

Section-65: Execution of Documents

Contracts, documents or any instruments in writing requiring the signature of the Institute shall be signed by the President with any other officer of the Institute, and all contracts, documents and instruments in writing so signed shall be binding on the Institute without any further authorization or formality. Council shall have power from time to time by resolution to appoint an officer or officers on behalf of the Institute to sign specific contracts, documents and instruments in writing.  Council may give a Power of Attorney to any registered dealer in securities for the purpose of transferring and dealing with any stock, bonds or other securities of the Institute.  The Corporate Seal of the Institute when required may be affixed to contracts, documents and instruments in writing signed as aforesaid.

 Section-66: Indemnity

a.       The members of the Council, officers and auditors shall be indemnified by the Institute from all losses and expenses incurred by them in or about the discharge of their respective duties, except such as may happen from their own respective willful default, or in the case of an auditor, his own negligence or willful default or that of any partner or employee of such auditor.

b.      No member of the Council, officer or auditor shall be liable for any other member of the Council, officer or auditor, or for signing any receipt or document, or for any act of conformity, or for any loss or expense happening to the Institute, unless the same happens from his own willful default, or in the case of an auditor from his own negligence or willful default or that of any partner or employee of such auditor.

c.       The Institute shall indemnify any officer of the Institute, or any person who may have served at its request as a Director or officer of another organization in which it owns shares of Capital stock, or of which it is a creditor, against reasonable expenses, including attorney’s fees, judgments and fines, which are actually and necessarily is incurred by him in connection with the defense of any civil, criminal or administrative action, suit or proceeding in which he is made a party or with which he is threatened by reason of being or having been or because of any act as such Director or officer, within the course of his duties of employment, except in relation to matters as to which he shall be judged in such action, suit or proceeding, if it shall be found by a simple  majority of a committee composed of the Directors not involved in the matter in controversy (whether or not a quorum of the Council) that it was in the interest of the Institute that such settlement was to be made and that such Director or officer was not guilty of negligence or misconduct.

d.      The right of indemnification herein provided shall extend to the estate, executor, administrator, guardian and conservator of a deceased or former Director or officer or person who himself would be entitled to indemnification. Such rights of indemnification and reimbursement shall not be deemed to be exclusive of any other rights to which such Director or officer may be entitled under any status, agreement or otherwise.

 Section-67: Interpretation

In case of any clarification of these By-Laws, the Executive Council will provide the necessary clarification and such clarification shall be treated as final.

Section-68: Winding Up and Dissolution

If upon a winding up or dissolution of the Institution there remains, after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members but shall be given or transferred to some other entity having objects similar to the objects of the Institute which entity shall be determined and approved by special resolution of the three-fourth members present at the Executive Council meeting at or before the time of winding up or dissolution of the Institution, or in default of the members so resolving the entity shall be determined and approved by a court of competent jurisdiction in the matter.


CHAPTER-VII

CODE OF PROFESSIONAL CONDUCT

Section-1: Introduction

The objective of the Institute of Management Consultants Bangladesh is establishing the advantage of the profession of Management Consultancy through raising and maintenance of the highest standards of performance and conduct by its members, and by the promotion of the knowledge and skill required for that purpose.

Section-2: Professional Standards

A management Consultant is an independent and qualified person who provides a professional service to business, public and other undertakings by:

-          Identifying and investigating problems concerned with  strategy, policy, markets, organization, producers and practices

-          Formulating recommendations for appropriate actions by factual investigation and analysis with due regard for broader management and business implications

-          Discussing and agreeing with the client the most appropriate course of actions

-          Providing assistance where required by the client to implement his/her recommendations.

 In rendering such services to all levels of management, consultants carry a heavy burden of responsibility and an obligation to maintain the highest standards of integrity and competence. 

Recognizing this responsibility, the Institute embodies within its Code of Professional Conduct those duties and obligations required of all members who will ensure the highest standards of performance, and thereby enhance the reputation and public recognition of the profession, of the Institute and of its members.

Members of the Institute have basic responsibilities as management consultants to:

-          Exercise independent thought and action

-          Hold affairs of their clients in strict confidence

-          Deal with management problems in perspective and give well-balanced advice

-          Strive continuously to improve their professional skills and to maintain a high quality of advices

-          Advance the professional standards of management consulting

-          Uphold the honor and dignity of the profession

-          Maintain high standards of personal conduct

 To honor these obligations all members agree, in writing, to comply with the Institute’s Code of Professional Conduct. This distinguishes management consultants who are members of the Institute.

 Section-3: Format of the Code

The Institute’s Code of Professional Conduct is structured on three basic Principles dealing with:

-          High standards of service to the client

-          Independence, objectivity and integrity

-          Responsibility to the profession

These principles are underpinned by detailed rules, which are specific injunctions, and practical notes, which either lay down conditions under which certain activities are permitted or indicate good practice and how best to observe the relevant Principle or Rule.

The Council of the Institution may, from time to time, issue further Principles, Rules or Notes which will be promulgated in the Institute’s publications before being incorporated into a revised edition of the Code. Members are expected to abide by all such new provisions from the date of their publication.

The Principles, Rules and Notes of the Code apply not only to the members personally but also to acts carried out through a partner, co-director, employees or other agents acting on behalf of, or under the control of, a member.

Section-4: Definitions Used In the Code

Member:  Fellow, Member, Associate or Affiliate of the Institute

Client: The person, firm or organization with whom a member makes an agreement or contract for the provision of services

His: Shall apply to members of both sexes

Declaration: A written statement referring to and disclosing the facts relevant to the situations covered by particular Rules and the code.

Independent: In a position always to express freely one’s own opinion without any control or influence from others outside the (consulting) organization, and without the need to consider the impact of such opinion on one’s own interests.

Institute: The Institute of Management Consultants Bangladesh

PRINCIPLE 1: HIGH STANDARD OF SERVICE TO THE CLIENT

A member shall carry out the duties which he has undertaken diligently, conscientiously and with due regard to his client’s interest.

 Rules:

1.1     A member will only accept an engagement for which he is suitably qualified.

1.2     Before accepting an assignment a member shall clearly define the terms and conditions of the assignment including the scope, nature and period of the service to be provided, the allocation of responsibilities, and the basis for remuneration. (see note 1.2.1and  1.2.2)

1.3     A member will regard his client’s requirements and interests as paramount at all times.

1.4     A member shall only sub-contract work with the prior agreement of the client. (see note  1.4.1)

1.5     A member will hold as strictly confidential all information concerning the affairs of clients unless the clients has released such information for public use, or has given specific permission for its disclosure.

1.6     A member will refrain from inviting any employee of a client advised by the member to consider alternative employment (an advertisement in the press is not considered to be an invitation to any particular person).

1.7     A member will develop recommendations specifically for the solution of each client’s problems; such solutions shall be realistic and practicable and clearly understandable by the client.

1.8     To ensure efficient performance of each assignment, a member will exercise good management through careful planning frequent progress reviews and effective controls.

 Notes:

1.2.1  Before undertaking or continuing with any work, a member should ensure that his resources are     adequate and properly directed to carry it out.

1.2.2  The terms of an assignment should always be evidenced in writing.

1.2.3  When sub-contractors are employed, the principal consultant will take responsibility for the quality of work produced and for compliance with the requirements of the Code. Members are referred to the Institute’s guidelines on subcontracting agreements.

PRINCIPLE 2: INDEPENDENCE, OBJECTIVITY, INTEGRITY

A member shall avoid any action or situation inconsistent with his professional obligations or which in any way might be seen to impair his integrity.

Rules:

2.1        A member will maintain a fully independent position with the client at all times, making certain that advice and recommendations are based upon thorough impartial consideration of all pertinent facts and circumstances and on opinions developed from reliable relevant experience.

2.2        A member will declare at the earliest opportunity any special relationships, circumstances or business interests which might influence or impair his judgment or objectivity on a particular assignment. (See Notes 2.2.1 and 2.2.3)

2.3        A member shall not serve a client under terms or condition which might impair his independence, objectivity or integrity; he will reserve the right to withdraw if conditions beyond his control develop to interfere with the successful conduct of the assignment. He will not practice during a period when his judgment is might be impaired through any cause.

2.4        A member shall not take discounts, commissions or gifts as an inducement to show favor to any person or body.

2.5        A member will advise the client of any significant reservations he may have about the client’s expectation of benefits from an engagement. He will not accept an engagement in which he cannot serve the client effectively.

2.6        A member will not indicate any short-term benefits at the expense of the long –term welfare of the client, without advising the client of the implications.

2.7        A member will discuss and agree with client any significant changes in the objectives, scope, approach, anticipate benefits or other aspects of the engagement which might arise during the course of carrying it out.

2.8        A member who, in circumstances not specifically covered in these Rules, finds that his professional or personal interests conflict so as to risk a breach of the principle shall, as the circumstances may require, either withdraw from the situation, or remove the source of conflict, or declare it and obtain in writing the agreement of the parties concerned to the continuance of this assignment. (See note 2.8.1)

Notes:

Rule 2.2.1 requires the prior disclosure of all relevant personal, financial or other business interests which could not be inferred from the description of the services offered. In particular this relates to:

·                        any directorship or controlling interest in any business in competition with the client

·                        any financial interest in goods or services recommended or supplied to the client

·                        any personal relationship with any individual in the client’s employment

·                        any personal investment in the client organization or in its parent or any subsidiary companies

2.2.2           A member shall not use any confidential information about a client’s affairs, elicited during the course of his assignment, for his own personal benefit or for the benefit of others outside the client organization. There shall be no insider dealing or trading as legally defined or understood.

2.2.3           If any such business or financial interest arises during the course of an assignment, Rule 2.8 shall apply.

2.2.4           It should be noted that the Institute of Management Consultants may, depending on the circumstances, be one of the ‘parties concerned’. For example, if a member under pressure to act in a way which would bring him into non-compliance with the Code of Professional Conduct, in addition to any other declaration which it might be appropriated to make, he should declare the fact to the Institute.

 

PRINCIPLE 3: RESPONSIBILITY TO THE PROFESSION

A member shall at all times conduct himself in a manner which will enhance the standing and public regard of the profession.

Rules:

3.1     A member recognizes that he has a responsibility to the profession as well as to himself and his clients, to ensure that his knowledge and skills are kept up to date, and will take appropriate action to this end.

3.2     A member will not knowingly, without permission, use copyright material, or a client’s proprietary date, or materials or techniques that others have developed but have not released for public use.

3.3     A member shall have proper regard for the professional obligations and qualifications of those from whom he receives or to whom he gives authority, responsibility or employment, or with whom he is professionally associated .(see Notes 3.3.1 and 3.3.2).

3.4     A member shall only initiate or accept a joint assignment with a member of another professional body if he is satisfied (and can satisfy the client and if required the Institute) that such an assignment would be conducted to the standards represented by this Code of professional conduct.

3.5     A member referring a client to another management consultant will not misrepresent the qualifications of the other management consultant, nor will he make any commitments, for the other management consultant.

3.6     A member will not accept an assignment for a client knowing that another management consultant is serving the client in a similar capacity; unless he is assured, and can satisfy himself , that any potential conflict between the two assignments is recognized by, and has the consent of, the client. (See Note 3.6.1)

3.7     When asked by a client to review the work of another professional, a member will exercise the objectivity, integrity and sensitivity required in all technical and advisory conclusions communicated to the client

3.8     A member will negotiate agreements and charges for professional services only in a manner approved as ethical and professional by the Institute. (See Note 3.8.1)

3.9     A member shall not attempt to obtain work by giving financial inducements to clients or client staff. (See Note 3.9.1)

3.10 A member, in publicizing his work or making representations to a client, shall ensure that information given.

·     is factual and relevant

·     is neither misleading nor unfair to other

·     is not otherwise discreditable to the profession (see note 3.10.1)

3.11 A member shall be a fit and proper to carry on the profession of management consultancy subject to fulfillment of the condition under 3.11.1

3.12 A member shall not willfully give Institute false, inaccurate, misleading or incomplete information

 Notes:

3.3.1        Under Rule 3.3 a member will provide all possible opportunities for management consultants he employs to exercise their professional skills as widely as possible within the interests of the client, and will, as opportunities arise, assist them to accept progressively greater responsibility in accordance with their ability and experience.

3.3.2        In a similar way a member will encourage the management consultants he employs to maintain and advance their competence by participating in continuing professional development.

3.6.1        Legal and fair trading obligations should take precedence in both public and private sector work.

3.8.1        Members are referred to the Institute’s Guidelines on Charging for Management Consulting Services’.

3.9.1        Payment for legitimate marketing activity may be made, and national laws and customs should be respected.

3.10.1    Accepted methods of making his experience and /or availability known include:

·            Publication of his work (with the consent of the client)

·            Direct approaches to potential clients

·            Entries in any relevant directory

·            Advertisement (in printed publication. or on radio or television)

·            Public speaking engagements

Members are referred to the Institute’s Guidelines’ on the promotion of Management Consulting Services.

3.11.1                   A member shall at all times be of good reputation and character. Particular matters for concern might include:

·            conviction of a criminal offence or committal under bankruptcy proceedings

·            censure or disciplining by a court or regulatory authority

·            unethical or improper behavior towards employees or the general public

CHAPTER-VIII

CONSULTING SERVICE IMPLEMENTATION GUIDELINE

 

The following guidelines are published by the institute for guidance to members in their consulting work.

Section-1: Promotion of Management Consultant Services

Each member of the institute of Management Consultants Bangladesh (IMCB) is obliged to observe the code of Professional Conduct controlling the promotion of their practice; (Ref.  Principle 3, Rule 3.10, Note 3.10) to assist members, the following guidelines have been approved by Council:

a.      General Obligations

Members are free to promote their practice in any way which appears appropriate, provided always that they observe the following obligations towards their colleagues, clients, the Institute and the Profession.

        i.      The manner of the promotion is ethical, dignified, accurate and designed not to mislead

      ii.      No disrepute is brought on the Profession or any member of it.

    iii.      The tenor of the promotional activity is that of information rather than soliciting.

    iv.      The service promoted is within the competence of the members practice.

      v.      Clients are identified only if their specific authority to do so has been given.

 

b.      Other Obligations

1.   Information on fee rates

Fee rates should not be quoted in media advertising or printed promotional literature although reference may be made to the basis on which fees are charged.

2.    Use of initials of qualification

As laid down in the Guide to Membership, Fellows (FIMC) and Members (MIMC) are entitled to use their letters of qualification there are no letters of qualification for Affiliates or Associates. All members may, of course, refer to their membership of the Institute when appropriate.

3.    Promotional uses of the Institute’s name and insignia

The Institute’s name, initials (IMCB) or the coat of arms, crest, logo or badge may only be used with its prior authority in writing.

4.    Members of promotion

Members may employ appropriate methods of promotion including media advertising (newspaper, magazines , radio, TV, telex,) Lecturing , seminars, exhibitions, PR ( press releases and articles) and sponsorship of academic or public interest events the general and other obligations above are followed and subject to the following additional guidelines:

                          i.      Direct mail shots should always be addressed to named individuals

                        ii.      Cold calling and canvassing visits to prospects should

                      iii.      Entertaining and gifts entertaining should be reasonable in scale and any gifts modest value

                      iv.      Arrangements for introductory fees to agents, including other consultants, are acceptable. However, financial, or other substantial considerations should not be given to clients or their staff or any other given person who may influence a decision to employ consultants.

                        v.      Events sponsored must be of a nature consistent with the ethics and dignity of the Institute and Profession.

 

c.       Further Guidance

The President can advise and assist members about currently acceptable practice.

The President will refer to the Membership of Marketing Committee for adjudication on behalf of Council any cases of dispute or complaints an about the application of these guidelines.

Note: In conforming to these guidelines members must also consider the rules and regulations relating to promotion laid down by any other professional body of which they or their practice are members.

Section-2: Guidelines on Charging For Management Consulting Services

Each member of the Institute is obliged to observe the Code of professional conduct controlling charging for their services; (Ref Principle 3, Rule 3.8 , Note3.8.1). To assist member the following guidelines have been approved by the council.

a.      General

There must be a clear understanding between client and consultant:

·         As to the objective of the assignment

·         The fees or the basis of fees to be charged

In addition to defining appropriate terms of reference, a consultant’s proposal should quote:

·         A fixed fee or

·         A range within which the fee will fall or

·         The fee rate(s) to be charged in terms of time (hour, day, and week) or other defined basis or (recruitment work) a percentage of emoluments of appointee (with careful definition as necessary of emoluments’) any minimum fee or other conditions.

When significant expenses are likely to arise for the clients account some explanation or estimate should be given.

b.      Other Points

Work should be undertaken on a client’s account only after the client has approved the consultant’s terms. Proposals should be in writing and, if agreed orally, should be confirmed in writing as soon as possible. If the consultant wishes to bill on the basis of actual time but provides an estimate of the total, this estimate should be regarded as the maximum which may be invoiced without the prior further agreement of the client.

c.       Conditions of Contract

If the consultants do not employ their own standard conditions, reference should be made to any conditions in a client proposal to ensure clear understanding.

d.      Further Guidance

The President can advise and assist members about currently acceptable practice. The president will refer to the Disciplinary Committee for adjudication on behalf of council. Any cases  of dispute or complaints about the application of these guidelines.

Note: In conforming to these guidelines members must also consider the rules and regulations relating to charging laid down by any other professional body of which they or their practice are members.

 

Section-3: Guidelines on Membership for Consultants from Abroad

The requirements for entry to the various grades of membership of the Institute of Management Consultants Bangladesh are set out in detail in the Guide to Membership. Membership is open to all consultants practicing in Bangladesh or working for practices based therein. Some people who have been admitted to membership of institutes of management consultants abroad seek IMCB membership when they come to Bangladesh. To assist prospective members from abroad the following guidelines have been approved by Council:

a.      General

A consultant who is a member of an institute of management consultants abroad is welcome to attend any general IMCB, regional or special interest group meeting in Bangladesh. No subscription will be due apart from any charge made for the occasion. The consultant from abroad is invited to advise the President of arrival date, duration of visit and local address. This privilege will hold for one period of twelve months.

b.      Reciprocal Membership

The Institute will, without examination, admit to an appropriate grade of membership of IMCB any consultant who has been admitted to an institute of management consultants abroad by an examination in management consultancy practice approved by the IMCB. There are formal reciprocal arrangements for members of the institutes in few overseas countries.

To be admitted, the consultant from abroad must also reside in Bangladesh for at least three months for business purposes and pay annual subscriptions under the IMCB normal rules.

The consultant will be entitled to all the facilities of IMCB membership and. if admitted as a Fellow or Member, to use the initials FIMC or MIMC as appropriate. As a special concession Council has agreed to employ an accelerated procedure for admission in these cases provided satisfactory evidence of the consultant’s qualifications is presented.

c.       Other Institutes

A member of an institute abroad who has been admitted without examination approved by the IMCB will be admitted to the IMCB provided the consultant satisfies the requirements set out in the Guide to Membership. Enquiries about IMCB membership and applications should be addressed to:

The Convener

Membership Review Committee

Institute on Management consultants Bangladesh

Dhaka, Bangladesh

Section-4: Guidelines for Executive Recruitment Consultants

IMCB guidelines for external executive search and selection management consultancy service:

a)            All selection consultants based in Bangladesh must comply with the Employment Agencies Act of Bangladesh which applies to all search and selection consultants in public practice. Firms or part of a firm (such as selection division or subsidiary company) must therefore be formally licensed in accordance with this Bylaws. Members outside Bangladesh should comply with any similar legislation. For simplicity, selection assignments are defined as those assignments using advertising, and search assignments are defined as those assignments using research techniques.

b)            These guidelines specify that consultants engaged in executive selection or search activities should possess appropriate levels and standards of professional competence. This is fully signified by full IMCB membership (FIMC or MIMC) In addition the guidelines set out consultants obligations to clients (prospective employers) and candidates (prospective employees). The IMCB Code of professional conduct should be read in conjunction with these guidelines.

c)            The consultants obligations to the client include the following :

1.      The consultants will only undertake assignments they are competent to handle

2.      They should confirm that the client has a genuine vacancy and the terms and conditions of position are suitable.

3.      The anonymity of clients must be preserved, unless specific permission is given to disclose information (This may be essential in some cases.)

4.      Only candidates with suitable qualifications, background and experience will be put forward.

5.      Prior to the commencement of the assignment the consultant will confirm in writing  the outline formal understanding regarding the type and caliber of person that is required in general terms. Once an assignment has been confirmed by a client a consultant will normally require more detailed information to complete the assignment. The letter will also contain details of the fee and other costs as well as terms and conditions. Fees may be fixed or on a percentage of annual salary basis.

6.      In no case are fees for selection or search assignments entire contingent on the placement of an executive .Register assignments may be on a contingency basis if previously agreed with the client.

7.      If undertaking executive search assignments, they will not approach employees of client companies (of the search division or company) on behalf of another client unless this approach is consistent with the Off Limits policy which has also been disclosed to al clients in advance (off limits policies may vary according to the policy of a management consultant or specific selection or search firms).

8.      References concerning a candidate’s qualifications and career should be verified by the client unless it is agreed that the consultant should do so.

d)            Selected consultants are retained by clients to assist in the selection of suitable staff for nominated positions. Their fees are paid by clients and no fees or payments are demanded or expected from candidates as this could be against the law. The obligations to the candidate include the following:

1.      The consultant must be satisfied that job is a viable one and that a genuine vacancy exists

2.      The advantages and disadvantages of the job must be objectively portrayed

3.      The anonymity of candidates must be preserved unless specific permission is given to disclose information

4.      The candidate must be informed when no linger under consideration and at least within one month of the job being filled or the assignment terminated

 Note:

In conforming to these Guidelines, members must also consider the rules and regulations relating to ethics, conflict of interest and charging laid down by any other professional body of which they or their practice are members.

Section-5: Guideline Notes for Subcontracting Agreements

a.      Definitions

1.      The client’ means the person firm or company with whom the principal has a contract to supply management consultancy services.

2.      The principal ’mans the person, firm or company with responsibility to the client for the supply of management consultancy services.

3.      The subcontractor ’means the person, firm or company whose services to the client are provided by the principal to whom he is responsible.

4.      ‘The assignment’ means those management consultancy services to be provided to the client by the principal in accordance with the principal’s proposal to the client and the client’s acceptance of that proposal.

5.      The letter of Agreement’ means the subcontractor’s undertaking to the principal to provide professional services for the client to fulfill the work specified in accordance with the terms of reference relating in part or whole to the assignment.

 

Section-6: Roles of principal and subcontractor and relationship with client

a.       The principal and the subcontractor will operate under the Institute of Management Consultants Bangladesh’s Code of professional conduct or such other code as may be mutually agreed.

b.       The principal is responsible to the client or the effective management of the assignment.

c.       The principal undertake not consider changes recommended by the subcontractors.

d.       The subcontractor is responsible to the principal for the provision of the professional services specified in the letter of Agreement.

 Section-7: Conduct of subcontracted work

a.       The subcontractor undertakes to work with the principal and other subcontractors or employees of the principal to carry out the assignment to the reasonable satisfaction of the client.

b.       The principal undertakes to make available to the subcontractor a copy of the contract for the assignment which he has agreed with the client.

c.       If the subcontractor considers that the work specified is not in the best interests of the client, the subcontractor must withhold this opinion from the client until he has discussed it in full with the principal.

d.       The principal undertakes to consider changes recommended by the subcontractor and, if they are accepted by the principal, to discuss them with the client, with or without the presence of the subcontractor at the sole discretion of the principal, and if agreed by the client, to amend the Terms or Reference and the Letter of Agreement.

e.       The principal undertakes not to amend his contract with the client without previously negotiating with the subcontractor any necessary consequential adjustment to the Terms or Reference and the Letter of Agreement.

f.        The subcontractor will provide periodic progress reports to the principal in such detail. And at such times as may be mutually agreed in advance; time spent on such reports and meetings is an integral part of the Agreement.

g.       During the currency of this Agreement the subcontractor is free to provide professional services to other clients of the subcontractor so long as there is no conflict of interests of the principal or his client.

Section-8: Fees and expenses

a.       The subcontractor will submit fee invoices to the principal at such frequency as shall be mutually agreed and set out in the Letter of Agreement.

b.      Expense claims will be submitted by the subcontractor to the principal at such frequency as shall be mutually agreed and set out in the Letter of Agreement.

c.       Agreed fees and expenses will be paid gross to the subcontractor by the principal as set out in the Letter of Agreement.

d.      The subcontractor reserves the right to suspend or withdraw services if fee invoices and agreed expenses are not paid by the principal within the period specified in the Letter of Agreement.

e.       It is hereby confirmed that the subcontractor is an independent consultant/contractor and is therefore entirely and solely responsible for his/her own personal insurance, contributions, pension ,income tax and, where applicable, VAT liabilities.

f.        The principal will ensure that his professional indemnity insurance covers the use of subcontractors on assignments for any claim made in connection with the assignment by the client or any other interested party.

g.      The subcontractor will ensure that his own professional indemnity insurance will cover him as a subcontractor for any claim made in connection with the assignment by the client, the principal or any other interested party.

 

Section-9: Reports

a.       All reports and letters relating to the assignment will, unless otherwise agreed, be produced on the principal stationery and copies must be submitted to the principal simultaneously with their presentation to the client.

b.      Ownership of working papers and reports lies with the principal unless otherwise stated in the Letter of Agreement.

c.       All unresolved disputes between the principal and the subcontractor relating to the assignment shall be referred to arbitration before a single arbiter to be appointed in default of agreement otherwise by the President for the time being of the Institute of Management Consultants Bangladesh. 

Section-10: Guidelines for the Terms and Conditions of Contract Applying To a Management Consultancy Assignment

The usual practice for a management consultancy assignment is for the contract to be by exchange of letters. These guidelines identify those matters which should be considered and if required by the consultant when preparing his proposal letter to the client.

a.      Scope and approach

The areas, activities, services, functions, departments, systems etc to be included and, importantly, excluded should be detailed. The methodology to be applied to obtain the objectives of the assignment and details of individual specific phases should be included.

b.      Responsibilities

The responsibilities and tasks to be performed by the client, including office and secretarial facilities, and the responsibilities and tasks to be performed by the consultant should be clearly outlined.

c.       Progress meetings

If required, progress meeting, their purpose, frequency, participants and progress report content should be detailed.

d.      Time

The anticipated consultant days, elapsed time and provisional work plan should be detailed. The proposed starting date should be detailed as the expected date for completion. The completion date will be dependent on the client’s cooperation and no warranty as to completion should be explicitly given.

 e.       Cost

The basis of fees, the estimated total fee, expenses, other taxes and method of billing should be clearly spelt out. If applicable the currency and exchange rate should be determined. The client’s attention should be drawn to whether or not VAT is applicable to the assignment. The payment terms need to be detailed as does the validity time of the proposal.

 

f.        Termination of the assignment

The proposal should state that termination may be by either party giving the other an appropriate period of notice in writing. On termination, the consultant would normally invoice the client for work done and expenses incurred up until the end of the notice period.

g.      Additional work

Any subsequent variation or extension of the work covered by the proposal should be the subject of separate assignments with the client, confirmed in writing.

 

Section-11: Proposal Acceptance

This shall require the client to confirm acceptance of all or part of the proposal in writing.

CHAPTER-IX

THE BODY OF KNOWLEDGE AND EXPERIENCE

 

Section-1: Body of Knowledge and Experience

a.       The Institute has a comprehensive range of membership grades which acknowledges the development of an individual’s career from Affiliate or Associate through Member to Fellow. The grading structure reflects the career growth in breadth and depth of knowledge and experience. Professional management consultants are distinguished from other consultants and from managers generally by the emphasis placed on three key areas of the Institute’s Body of Knowledge, namely

1.   The practice of management consultancy

2.   The practice of management

3.   Consultancy specialism

b.      With particular regard to consultancy specialism, applicants should note that it follows that, if their work does not involve them in management implications or in the interface with client management, they would not qualify for membership.

c.       All applicants must agree to abide by the profession’s standards and ethics.

d.      Applicants for the grades of Affiliate and Associate should regard the following summary as an outline syllabus against which to measure their current capability. The Institute is able to advise on suitable training facilities to enable consultants to progress to full Membership.

e.       Full Membership depends on an applicant’s ability to demonstrate both knowledge of and relevant experience in relation to the three key areas. Information about Membership Review Committee is given on the full Membership information sheet.

f.        The Body of knowledge provides a useful checklist for senior Members and Fellows when reviewing and refreshing their own consultancy skills or for those who work for them.

Section-2: The Practice of Management Consultancy

Successful applicants for full Membership must be able to demonstrate both knowledge of and experience in most of the listed consultancy skill areas.

Section-3: Professional Consultancy Standards and Ethics

a.      Management consultancy

·         Historical development

·         Current distinguishing features

·         Client relationships

·         Professional responsibility

b.      The Institute of Management Consultants

·         Objectives

·         Membership structure

·         Code of professional conduct

·         Disciplinary procedures

 

Section-4: Basic Skills

a.       Clear and logical thinking

b.      Effective communication

 Section-5: Listening and Assessment

a.      Verbal

·         Interviews

·         Discussions

·         Meetings

·         Presentations

b.      Written

·         Letters

·         Proposals

·         Memoranda

·         Reports

c.       Effective Teamwork (as a team member or manager)

·         With clients

·         With other specialists or management consultants

·         With client and consultancy teams

d.      Personal Effectiveness

·         Managing oneself

·         Managing time

Section6: Negotiation Skills and Resolution of Conflicts

a.      Assignment Skills

1.      Fact Finding

·      Interviewing techniques

·      Quantitative methods

·      Qualitative methods analysis of findings

·      Analysis of finding

b.      Objective Problem Identification and Diagnosis

·      Background

·      Problems

·      Alternative opinions

c.       Recommendations

·      Formulation

·      Evaluation

·      Implementation

d.      Change Management

·      Gaining acceptance of the need

·      Encouraging participation

·      Project planning and control

·      Client staff training

e.       Consultancy Management

·      Planning assignments

·      Managing assignments

·      Consultancy teams

·      Joint project liaison

f.        Consultancy Services

·      Marketing

·      Selling

g.      Contractual Definition and Control

·      With client

·      With other parties

h.      The Practice of Management

·      Applicants for full Membership are required to have a working familiarity with

 Section-7: Management Environment

·      Economic

·      Legal

·      Political

Section-8: Management Activities

·      Planning

·      Organizing

·      Leading

·      Controlling

·      Directing

 Section-9: Management Processes

·      Objective setting

·      Organization analysis and development

·      Budgeting and financial control

·      Motivation and people development

·      The use of management information systems

·      Performance measurements

·      Business development.

Section-10: The Practice of Consultancy Specialism

a.       An experienced consultancy is likely to have achieved a high level of competence in one or more specialist areas. An applicant for full Membership is invited to show such competence with respect to a functional specialism and within an industry sector.

b.      This entails submitting a statement with the application form and then making a brief presentation to a Membership Review Committee. The applicant will be expected to demonstrate a depth of consultancy experience and understanding of the fundamental principles in the chosen specialism.

Section-11: Typical Functional Consultancy Specialism Include

·         Financial management

·         Human resources

·         Information systems

·         Logistics and Supply Chain

·         Marketing and Sales management

·         R & D and Technology innovation 

·         Strategic business planning

·         Typical industry sectors Analysis

·         Banking and finance

·         Energy

·         Engineering

·         Government

·         High technology

·         Manufacturing

·         Retailing

·         Services.

These lists are not intended to be comprehensive. Applicants may select other specialism in line with their experience, for example:

·         Data processing in the health service

·         Executive search in finance

·         Stores management in defense

 The Membership Review Committee can provide guidance for preparation in this aspect of the membership review process.