International Association of Airline Internal Auditors
By-laws and Proceedings for IAAIA
Name of Association  
Principal Objects 
Executive Committee 
Powers of the Committee 
Dissolution or Amendments
Executive Committee
Nomination of Candidates 
Election of Committee Members
Vacancies in Committee
Suspension of Member
Proceedings of the Executive Committee
Calling of the Meeting
Meetings of the Executive committee
Notice of the Meetings
Adjournment of Meetings
Election of Officers
Minutes of Meetings

Principal Objects 2. The Principal Objectives of the Association are:
    2-1 Establish and maintain a non-profit association, for persons engaged in, concerned with and involved in the internal audit function of any of the world's scheduled and/or charter airlines:
    2-2 To help develop and maintain the standards and procedures of the practice of internal audit in the airline industry;

    2-3 To promote the study of and research into the internal audit management and practice in the airline industry, and to organize conference seminars, forums and other activities conducive to other aims;

    2-4 To promote the further co-operation of members, all engaged in internal audit of their respective airline;

    2-5 To affiliate or co-operate with any other body or association whose objectives are similar to those of the Association;

    2-6 To promote the profession of Internal Audit in general and to the airline industry in particular;

    2-7 To do all such things which are conducive or ancillary to the above objectives.

Executive Committee 3. There shall be an Executive Committee (the Committee) consisting of Committee members, all engaged in internal audit of their respective airline, appointed in the manner prescribed in the by-laws to this statute.

Powers of the Committee 4-1 All powers under the provisions of this statute are to be exercised by the Executive Committee in accordance with and subject to the provisions of this statute and by-laws.

  4-2 The Executive Committee may, from time to time, subject to the provisions of this statute and by-laws, make such Regulations as it thinks fit for the purpose of putting into effect any provisions of this statute or the by-laws or otherwise for regulating the affairs of the Association and may rescind or vary or add to any such regulations provided always that no such regulations shall be in any way inconsistent with the provisions of this statute or the by-laws.

Members 5. A person engaged as an Internal Auditor and/or forming part of the Internal Audit team, section or department of any passenger or cargo airline, be it a scheduled or charter airline or any member of the IATA Clearing House, shall be eligible to attend to, and participate in, the activities of the Association.

Register 6. The Executive Committee shall maintain a register of representatives of airlines who signify their interest in the activities of the International Association of Airline Internal Auditors. Such representatives shall be considered as members of the Association.

Dissolution of Amendments 7-1 The Association may by resolution, of which due notice or Amendments intention had previously been given and passed by a majority of not less than two thirds of the airlines present and voting at a General Meeting, dissolve this Association.

  7-2 The Association may also, by resolution passed in the like manner as stated in paragraph (1) hereof amend, vary or add to these Statute or By-Laws.

Enforcement 8. By-laws approved during a General Meeting shall, unless otherwise provided take effect immediately.

The Executive Committee 9. 9-1 The Executive Committee shall consist of up to twelve (12) Committee members, five of whom shall retire at each Annual General Meeting (AGM), but shall be eligible for re-election. The retiring members at each Annual General Meeting shall be those who have been longest in office since the date of their last election. In the case of members elected on the same day, the five members to retire shall be those who obtained the least number of votes at the last General Meeting.

    9-2 The hosting member of the annual Conference shall be appointed Member of the Executive Committee at the date of acceptance for a two year term and may stand for re-election at the next AGM.

    9-3 The members of the Executive Committee shall, as much as practicable, be representative of the widest cross section of the world airlines.

    9-4 Members of the Executive Committee shall hold office until the next Executive Committee is formed following an Annual General Meeting.

Nomination 10. Nominations for the election of members to the Executive Committee members shall be made in writing by the airlines. Such nominations shall be signed by the airline making the nomination and by the candidate being proposed. Each airline can nominate only one person for the Executive Committee.

Election of Committee Members 11-1 Election of [Executive] Committee Members-- Election of Executive Committee members shall be held during Annual General Meetings of the Association. The election shall be conducted by those Committee members not on the ballot due to continuation of their service or their decision to not stand for re-election. In the event that a suitable number of such Committee members is not available, an Electoral Commission composed of three members nominated by the members present at the General Meeting may preside over the election process.

  11-2 Each Airline present shall have as many votes as there are vacancies to be filled but shall not cast more than one vote to any one candidate. Those candidates, equal to the number of vacancies to be filled, who receive the highest number of votes, shall be elected. In the event that one or more places on the Executive Committee cannot be determined because of an equality of votes, a second ballot shall be taken among the candidates concerned.

Vacancies in Committee 12-1 In the event of any vacancy occurring in the Executive Committee between two Annual General Meetings, the Executive Committee may fill such vacancy by the candidate who obtained the highest number of votes and was not elected at the last election.

  12-2 In the event that no such individuals are identified under By-Law 12-1 above or such individuals identified are not willing or able to become Committee members, the Committee is empowered to seek out and nominate members of the Association to join the Committee. The selection of a new Committee member identified under this By-Law must be agreed to by a majority of the Committee.

  12-3 The Executive Committee may proceed notwithstanding any vacancy amongst its members, so however, that the number of members shall not fall below five (5).

Suspension of Member 13. Under serious circumstances, or when it appears that a member is acting in contravention of the objectives of the Association, the Executive Committee may, by a resolution passed by secret ballot at meeting specially convened for this purpose, suspend or remove a member from the Executive Committee. This resolution requires a two thirds majority of the votes of the members present for the meeting. Although such suspension or removal shall have immediate effect, this decision has to be ratified at the next General Meeting. If the General Meeting overrules the decision taken by the Executive Committee, the suspended or removed member shall be reinstated forthwith.

Resignation 14. A member of the Executive Committee may tender his resignation from office by notice in writing to the Executive Committee, and on its acceptance by the said Committee, but not until then, he shall cease to be a Member.


Calling of Meetings 1. A meeting of the Executive Committee may be called at Meetings any time by the Chairman or in his absence by the Vice Chairman or on a request in writing by not less than three Airlines represented in the Association.

Meeting of Executive Committee 2. The Executive Committee shall meet at least three times every year with at least two meetings each calendar year conducted in person.

Notice of Meetings 3. Notice in writing of a meeting of the Executive Committee shall be sent to each member at least (15) calendar days before such meeting. The notice is to contain the date, time and place, and where possible, a statement of the business to be transacted at such meeting.

Chairman of Meetings 4. The meetings of the Executive Committee shall be chaired Meetings by the Chairman or in his absence, the Vice Chairman or in the absence of both, by a person elected by those members present.

Voting 5. Except where otherwise provided in the statute or the by- laws, every decision taken at an Executive Committee meeting shall be determined by a majority of votes of the members present. Every member shall have one vote, but in the case of equality of votes, the Chairman shall have a casting vote in addition to his original vote.

Adjournment of Meetings 6. Subject to the provisions of these by-laws, the Chairman may, with the consent of the Committee members, adjourn an Executive Committee 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 meeting from which the adjournment took place. No notice need be given of an adjourned meeting unless it is so desired in the resolution for adjournment.

Quorum 7. Five members of the Executive Committee shall form a quorum.

Election of Officers 8. At the first meeting of the Executive Committee after an Officers General meeting, the members of the Executive Committee shall elect the officers by ballot. The officers shall hold office until the next General Meeting when new members are elected.

Minutes of Meeting 9. Proper minutes shall be recorded of all resolutions and Meeting proceedings of meetings of the Executive Committee and of the subcommittees thereof. Minutes signed by the Chairman of the meeting of a Committee or every sub Committee shall be sufficient evidence of the facts contained therein.

Sub-Committees 10. The Executive Committee may appoint sub-committees to undertake such work as may be assigned by the Committee. Sub-Committees may be chaired by a member the Executive Committee. Members of sub-committees shall terminate their office concurrently with the Executive Committee.

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