2010 Constitution (Ratified at the AGM in May 2010) 

1 Name

1.1 The organisation shall be known as the Institute of Counter Fraud Specialists (‘the Institute’).

1.2 No individual or group of individuals, whether members of the Institute or not, may use the name of the Institute without the permission and approval of the Executive Committee.

2 Period of Existence

2.1 The Institute was formed on 29 May 2002 and the period during which the Institute shall continue is perpetual.

3 Principal Office

3.1 The post office address of the principal office of the Institute is First Floor, Weston House, 246 High Holborn, London WC1V 7EX.

4 Purpose / Mission Statement

4.1 The Institute provides direction and assistance to its members in order to advance the provision of high quality professional counter fraud and corruption services.
 
4.2 The broader aims of the Institute shall be in accordance with its Key Principles as defined in Appendix 1.

5 Definitions

5.1 ‘Members’ are those who have applied for and been granted membership and have made the necessary payment of the annual subscription.

5.2 ‘Executive Committee’ is that group of members elected by the membership and charged with the duties as outlined in the Schedule of Delegation (see Section 9).

6 Membership

6.1 The membership will be comprised of the following:

• Category A:
- Full Member: Those who hold the Accredited Counter Fraud Specialist award from the Counter Fraud Professional Accreditation Board.
• Category B:
- Trainee Member: Those currently undergoing authorised accredited counter fraud training.
• Category C:
- Honorary Member: Those who are deemed by the Institute to have made a positive contribution to counter fraud work.
• Category D:
- Full Member: Those who, on recommendation of the Membership Sub-committee, have been adjudged this category by the Executive Committee.
• Category E:
- Retired Member: Those members who consider that they have permanently retired and do not intend to return to work and, on recommendation of the Membership Sub-committee, have been adjudged this category by the Executive Committee. Retired Members shall be from the Full membership categories only.

6.2 All members shall be entitled to attend and speak at general meetings, although only Full Members in category A: D: E within 6.1 shall be entitled to cast a vote.

6.3 Those members adjudged as Category E are entitled to a 50% reduction in membership fees effective from the date of their next membership fee payment. In the unlikely event that they return to work then they must notify the Institute at the earliest possible opportunity and the full fee shall be paid from the date of their next membership fee payment.

6.4 The Institute may at any time refuse to accept an application for membership from any individual or refuse to accept the renewal of the subscription of any individual and that this decision shall be made by the Executive Committee.

7 Executive Committee

7.1 The structure of the Executive Committee will include executive officers in the following positions:

• Chair
• Vice-chair
• Treasurer
• Secretary
• Membership Secretary

Executive Committee members shall be as follows:

• Five additional representatives, elected by the eligible members at the Annual General Meeting.
• The Counter Fraud Specialist representative posts as defined in the Counter Fraud Professional Accreditation Board constitution.

7.2 In the event of the countries of England, Wales, Northern Ireland or Scotland not being represented on the Board, the Executive Committee shall have the right to invite a representative from the appropriate country onto the Executive Committee until the next General Meeting and such a person shall have voting rights.

7.3 The purpose of the Executive Committee is to represent the interests of the members between Annual General Meetings and implement the decisions made by the membership thereat. It will also be responsible for the correct stewardship of the Institute’s finances and manage the day to day organisation of the Institute’s affairs.

7.4 Election procedures and voting arrangements.

7.4.1 Elections shall take place at the Annual General Meeting subject to paragraph 6.2 above. Those members present (Category A, D & E) will be eligible to cast a vote and for those members unable to attend, postal votes will be permissible, however, this is only for election purposes.

7.4.2 Any requests for postal votes must be received by the Secretary two clear weeks before the Annual General Meeting. Postal voting forms shall be sent to each member no later than seven days prior to the Annual General Meeting.

7.4.3 The Secretary shall publish a notice inviting nominations four clear weeks before the Annual General Meeting. All candidates must be both proposed and seconded by members and must bear the assent of the nominee in writing two clear weeks before the Annual General Meeting. Candidates must submit an election address, which will be circulated to all members by the secretariat. No member may propose himself.

7.4.4 Any fully paid up member (Category A, D, & E) may stand for the Executive Committee and shall require a proposer and seconder.

7.4.5 Election to the Executive Committee shall be for a one-year period.

7.4.6 The Executive Committee shall have the right to invite any members onto the Executive Committee, until the next General Meeting, to fill a casual vacancy. Such a person shall have voting rights.

7.4.7 No person may hold more than one position.

7.4.8 Executive Committee Members shall have one vote each. The Chair shall also have a casting vote where an equality of votes occurs. Voting in Executive Committee shall be by majority, although any member present may request a count by show of hands or secret ballot.
 
8 Sub-committees

8.1.1 The Executive Committee will establish sub-committees as it deems necessary and delegate responsibilities for these to undertake.

8.1.2 The names of the sub-committees and their terms of reference are specified and defined in Appendix 3.

8.1.3 The membership of sub-committees will be determined by the Executive Committee and may include relevant interests who are not members of the Executive Committee in a non-voting capacity.

9 Schedule of Delegation

9.1 The responsibilities of the Executive Committee.

9.1.1 The Schedule of Delegation attached as Appendix 2 specifies the responsibilities of the Executive Committee.

9.1.2 All members shall have the power to suggest amendments to the constitution. Any suggested constitution amendments shall be made to the members at the Annual General Meeting.

9.2 Executive Committee Accounts.

9.2.1 The financial year shall be from the 1st April to 31st March.

9.2.2 The members shall elect at the Annual General Meeting 2 members to act as scrutinisers of the Institutes accounts which shall be ratified at the Annual General Meeting by the members.

9.2.3 Banking account(s) shall be held in the name of the Institute at a bank approved by the Executive Committee, into which all revenue of the Institute shall be paid and from which withdrawal shall be made on the signatures of any two of the Executive Officers.

9.2.4 The Treasurer shall maintain a proper book of accounts showing receipts and payments and prepare a balance sheet made up to the 31st March each year for submission to the elected scrutinisers

9.2.5 The accounts will be certified annually and presented to the members at the Annual General Meeting.

10 Meetings

10.1 Executive Committee meetings.

10.1.1 The Executive Committee shall meet not less than four times per year and as often as may be deemed necessary by the Chair.

10.1.2 The Executive Committee and agreed sub-committees shall receive fourteen days notice in writing of  meetings, together with the agenda.

10.1.2 Quorum at Executive Committee Meetings: Two out of the five executive officers and any other two out of the Committee members in office at the time of the meeting shall be deemed to form a quorum at any Executive Committee meeting.

10.1.3 A member of the Executive Committee must disclose to the Chair of the Executive Committee or sub-committee on which he sits, any interest which may conflict with the proper consideration of a matter under discussion. If the disclosing member is the Chair they shall disclose their interest to the next most senior member. The disclosing member may not participate in or vote upon the said matter.
 
10.2 General Meetings.

10.2.1 An Annual General Meeting will be held to receive the report of the Executive Committee and the balance sheet and accounts, to elect the Executive Committee and to discuss any proposal duly placed on the Agenda, of which twenty-one days notice has been given to the Secretary.

10.2.2 Members shall receive six clear weeks notice in writing of the Annual General Meeting. Any motions / items for the agenda must be forwarded to the Secretary twenty-one days before the meeting.

10.2.3 A Special General Meeting may be convened at any time, either by the Executive Committee or by written requisition addressed to the Secretary and signed by not fewer than thirty members or by one fifth of the members entitled to attend. Members shall receive at least fourteen days notice in writing of a Special General Meeting. The business shall be confined to the particular object for which the meeting is convened.

10.2.4 Voting at General Meetings: each member present at a general meeting shall be entitled to one vote on each motion, except the Chair of the meeting who shall have a casting vote only. Motions considered at General Meetings will only be passed by votes cast at that meeting.

10.2.5 All resolutions will be proposed and seconded before they are put to the vote. Resolutions will be determined by a simple majority, with the Chair having a casting vote, in event of a split decision. Any changes to the Constitution must be agreed by a two-thirds majority at a quorate General Meeting.

10.2.6 The quorum for General Meetings shall be as for a meeting of the Executive Committee, plus ten members.

11 Alliances with Associated Societies

11.1 The Institute can enter into alliances with other kindred societies whose activities are associated with  or of interest to the profession of countering fraud. Such alliances should be actively pursued by the  Executive Committee.

12 Notices.

12.1 All notices shall be sent to the last address of the respective members as recorded in the Register of  Members and shall be considered as duly received when such notices are posted. Members shall  advise the Secretary in writing of any change of address.
 
Disciplinary Procedures

12.1 A member shall be liable to disciplinary action if they:

12.2 Are in breach of the Institutes Principles of Professional Conduct; (appendix 4)

12.3 Have committed any act or default likely to bring discredit to the Institute.

12.4 In the circumstances described in paragraph 13.1 the Chair shall refer the facts or matter to a Disciplinary Sub-committee (the Sub-committee) made up of three members from the Executive Committee. The Sub-committee must include one executive officer and a Counter Fraud Specialist representative.

12.5 The Sub-committee shall, as soon as practicable, consider the allegation. Having considered the allegation and taken into account all available evidence, the Sub-committee, shall have the power (in their discretion) to take any of the following actions:

12.5.1 Determine that no contravention has taken place;

12.5.2 Determine that there has been a contravention but no action shall be taken;

12.5.3 Recommend that the Chair or Vice-chair of the Institute admonish the member in writing, or give advice as to their future conduct;

12.5.4 Recommend that the Chair or Vice-chair table a resolution for consideration by the Executive Committee requiring the member to resign forthwith their position as a member.

12.6 Members shall have a right of appeal to the Sub-committee. A request for an appeal shall be made in writing to the Chair of the Institute (with a copy to the Vice-chair) within 14 days of the Member being notified in writing of the decision of the Sub-committee and if not requested in that period the right of appeal shall lapse.
 
APPENDIX 1

KEY PRINCIPLES

The Institute is a professional association for counter fraud staff who have successfully completed authorised accredited counter fraud training.

It strives to ensure that counter fraud work is undertaken in a professional manner in accordance with its Key Principles. By doing this members will be contributing to the ethical health and financial welfare of society and the protection of public funds from fraud and abuse.

The Institute seeks to:

 Promote professional counter fraud practice as a means of contributing to the ethical health and financial welfare of society and the minimisation of fraud in the public sector.

 Be run by and for its members. Membership is not solely based on the payment of a subscription but also on the basis of successfully completing authorised professional counter fraud training.

 Lead and be dedicated to the fostering of common professional and ethical standards, competence and knowledge of counter fraud specialists.

 Promote counter fraud professionalism through working in partnership with organisations and companies.

 Represent and support counter fraud specialists.

 Be progressive and forward thinking.

 Protect the professional and personal interests of its members.

 Take a viewpoint on matters relating to counter fraud and corruption, and advance this viewpoint where appropriate.

 Provide practical instructions on counter fraud issues that arise where required.
 
APPENDIX 2

SCHEDULE OF DELEGATION

Delegated to 
Duties delegated
Chair Final Authority in interpretation of Constitution
Chair Calling Meetings
Chair Chair all meetings as appropriate and associated responsibilities
Chair Urgent Decisions
Vice Chair To act and take the necessary decisions in the absence of the Chair
Secretary Set up Register of Interests
Secretary Service the Executive Committees including maintenance of minutes
Membership Secretary Set up membership records and arrangements
Treasurer Preparation of Annual Accounts
Treasurer Maintenance of proper, complete and accurate financial records and controls
Treasurer Set up of appropriate bank accounts and bank mandates
Executive Committee Establishment of appropriate sub-committees and their terms of reference
Executive Committee Review of Schedule of Delegation
Executive Committee Review and assign any agreed matters arising from the set up of the organisation
Executive Committee Act on recommendations for ICFS membership by the Membership Sub-committee.

APPENDIX 3

SUB-COMMITTEES

1 Disciplinary Sub-committee

The sub committee as described in Para 13 - Disciplinary Procedures, to consider any act or default alleged to have been committed by a member in Breach of the Institute’s Principles of Professional Conduct and to make recommendation to the Chair or Vice Chair.

2 Membership Sub-committee

Formed to consider applications for ICFS membership and make recommendations to the Executive Committee.
 
APPENDIX 4

Institute Of Counter Fraud Specialists Code of Conduct

Principles

Membership of the Institute of Counter Fraud Specialists is open to those who have either successfully undertaken professional accredited fraud training, have experience in the field of fraud investigation acceptable to the Executive Committee of the Institute, who are undertaking accredited fraud training or have retired from the profession,

Purpose of this code

All members should have concern for and maintain good practice within the profession and adhere to this code of professional conduct. While it is not possible to detail every expected occurrence or behaviour, this code should be taken as a guideline of required conduct.
Propriety
Members of the Institute of Counter Fraud Specialists agree that they will:
1. Respect and abide by this code and any related guidance and encourage others within the profession to do likewise.
2. Maintain the highest standards of professionalism, integrity, confidentiality, financial propriety and personal conduct.
3. Act honestly and fairly and in a courteous, polite and considerate manner towards any person they come into contact with in the performance of their duties. 
4. Always work within the legal and regulatory frameworks affecting the practice and working of colleagues and never encourage, assist or act in collusion with any person who may be engaged in any improper or unlawful conduct.
5. Never knowingly mislead any person about the extent of their powers, the nature of representation or what can be competently delivered and achieved.
6. Never misuse their position or any information received during the course of their duties for any improper or unlawful gain or benefit, whether for themselves or another.
7. Declare in writing any conflict of interest or circumstances which may give rise to one as soon as the conflict arises.
8. Disclose as appropriate any financial, business or personal interest they may have with any person or organisation with whom their duties bring them into contact.
9. Support the principles, policies and procedures of the Institute, in particular by sharing examples of good practice with members and by bringing to its attention any examples of malpractice or unprofessional conduct. 
10. Carry out all work in an objective and impartial manner with particular regard to their employer’s, and/or those contracting their services, equality and diversity policies and relevant equality legislation.
11. Ensure any information or evidence is obtained or accessed in accordance with relevant legislation and codes of practice.
12. Report to the Secretary of the Institute by way of a confidential letter setting out the circumstances within 28 days of being arrested or receiving any conviction, caution or penalty notice for a criminal offence, or any other circumstances (including civil court proceedings) which might bring the integrity of the Institute into disrepute.
13. Report to the Secretary of the Institute by way of confidential letter setting out the circumstances within 28 days of being dismissed by their employer.

Expertise (Competence)

Members of the Institute agree that they will:
1. Use due diligence and exercise high standards of timeliness and accuracy in their duties and check the reliability and accuracy of any information before passing to others.
2. Recognise the limitations of their own competence and ability, not undertaking any activity for which they are not appropriately prepared and being willing to accept only work for which they are appropriately skilled and qualified.
3. Identify and close professional skills gaps through study and the Continuous Professional Development programme.
4. Participate in or join professional bodies, special interest groups and vocational groups, in order to continue knowledge, training and networking.
5. Encourage professional training and development among members of the profession.

Confidentiality

Members of the Institute agree that they will:
1. Not disclose any confidential information without consent unless required or permitted to do so by law.  
2. Ensure that all information, in whatever format, is stored and processed securely and in accordance with all relevant policies, procedures and guidance issued by their employer and/or any other relevant authority (including legal requirements).
3. Safeguard the confidences of present and former employers or employees.

Review of code
1.    This code of conduct will be subject to annual review and amended where necessary.
2.    Any changes will require the agreement of a majority of the membership at the Annual General Meeting.