Constitution

1. Name

The name of the Institute is: "The Institute of Rail Welding" The form of the initials shall be: "IoRW"

2. Scope

The term 'rail welding' means the technology and practice of joining, maintaining or refurbishing rails using welding and allied processes. Rails means all kinds of permanent way: main lines, sidings, underground systems and metro systems including tramways. Crane rails are also included

3. Mission

To provide a focus for individuals and organisations involved in rail welding and to facilitate the adoption of best practice.

Specifically the IoRW will:

1. Provide regular information to members regarding rail welding, including technical meetings, a newsletter and a website.
   
2. Promote the advancement of the technology of rail welding.
3. Promote professionalism, competent control and best practice management, of rail welding operations at all levels.
4. Encourage training and qualification, and continuing professional development.
5. Where possible, participate in research and development projects in support of the above objectives.

4. Membership

1. Corporate Membership shall be open to all organisations that have an interest in rail welding. Corporate Membership is the main way of gaining access to IoRW services and benefits.
2. An individual who is self-employed or who, for some other reason, is unable to gain access to IoRW services and benefits through Corporate Membership, may apply to be accepted as an Individual Member of IoRW on a case by case basis.
3. Application for membership shall be subject to approval by the Management Committee and shall be forwarded with such information as may be required by the Committee.
4. All members of IoRW shall automatically be granted access to the benefits of Associate membership of The Welding Institute. This facility is at the discretion of TWI.

5. Rights, privileges and obligations of IoRW Members

1. The opportunity to receive regular IoRW communications, publications, etc, addressed to its members generally.
2. The opportunity to receive regular communications addressed to Associate Members of The Welding Institute and to obtain all Associate Member services and benefits, subject to Clause 4.4.
3. To seek available technical information or advice from the IoRW.
4. To be entitled to attend and vote at the Annual and Extraordinary General Meetings, and at Management Committee meetings of the IoRW. (Applies to Corporate Members only.)
5. To recognise The Welding Institute's Code of Professional Conduct.
6. To pay the annual membership subscription fee, as determined by the Management Committee from time to time, in advance.
7. To maintain the confidentiality of material acquired through membership.
8. Corporate Members must provide the IoRW Executive with contact details of a person who will act for the Member with regard to administrative matters. This person is referred to as the 'Main Contact'. Unless otherwise directed by the Corporate Member, this person will represent the Corporate Member at General Meetings and on the Management Committee, see 6.2 and 6.3 below.
9. Corporate Members may nominate an unlimited number of their employees to receive the services and benefits of the IoRW Corporate Membership. Such persons are referred to as 'Nominees'.

6. Management

1. IoRW shall exist as a semi-autonomous body within the framework of the Professional Division of The Welding Institute. The Welding Institute will provide the deliverables of membership as described in Clause 3.1, Associate Membership as described in 4.4, an Executive Officer and secretarial support generally.
2. The IoRW shall hold an Annual General Meeting in each calendar year normally twelve months after the previous AGM but, in any event, no later than fifteen months after the previous AGM. Three full weeks' notice is required for an AGM and four full weeks' notice for an Extraordinary General Meeting. An EGM can be called at any time by written request to the Executive Officer on behalf of not less than five Corporate Members. Any General Meeting shall require a quorum of more than 50% of the paid-up Corporate Members for any business to be transacted.
3. The IoRW Management Committee shall comprise the Main Contacts of the Corporate Members, one per member, or an alternative person nominated by the Corporate Member. However, a paid-up Corporate Member may seek approval at an AGM to have more than one representative on the Management Committee if it believes circumstances warrant it. No Corporate Member shall have more than two representatives on the Management Committee. Individual Members, accepted under Clause 4.2, shall have no rights of representation on the Management Committee or at General Meetings.
   
   The AGM of the IoRW shall elect the Honorary Officers, being the Chairman and 1st and 2nd Vice-Chairmen of the Management Committee. All representatives on the Committee shall have equal voting rights, one vote per Corporate Member, but the Chairman shall have the deciding vote if voting is divided equally. For as long as TWI provides the services described in Clause 4.4, TWI shall be regarded as an IoRW Corporate Member. For all purposes, any meeting of the Management Committee shall require a quorum of seven of the voting committee members, and without a quorum no business can be transacted.
4. The Committee shall be empowered to co-opt persons to the Committee and to attend General Meetings if necessary in order to enable on-going participation from a wide range of parties with a valid interest in the activities of the IoRW. Co-opted persons shall not be entitled to vote.
5. Each Corporate Member shall be invited to nominate a deputy who will be expected to attend in the event that the Main Contact (or alternative, see 6.3 above) is unable to attend a particular meeting. If neither person is able to attend a particular meeting, a further representative, nominated by the Corporate Member, may attend and vote on behalf of the Corporate Member.
6. The term of office of the Chairman and Vice-Chairmen shall be three years. Re-election for further three-year terms of office is permitted. Upon retirement the Chairman and Vice-Chairmen may remain as a member of the Management Committee for a further year but without voting rights.
7. Corporate Member representatives on the Management Committee remain on the Committee for as long as the company they represent is a valid paid-up Corporate Member.
8. If a Corporate Member has not been represented at the Management Committee for five consecutive meetings the Corporate Member will be deemed to have resigned. The Chairman is empowered to invite the Corporate Member to continue in Membership subject to payment of any outstanding fees and to the Corporate Member nominating a new representative to the Management Committee.
9. Each year the Executive Officer shall request nominations from all the Main Contacts for the Honorary Officers of the committee (as identified in Clause 6.3) to fill any vacancies arising from retirement or other cause. Any nominations so received shall be circulated three weeks in advance of the AGM, together with the AGM calling notice.
   
   If the total number of nominations exceeds the vacancies, ballot papers shall be posted for return at least two weeks before the AGM. If not, the nominees shall be considered elected and the results declared at the AGM.
   
   If a ballot is held, each IoRW Corporate Member shall be entitled to as many votes as there are vacancies and the result shall be declared at the AGM.
10. The Management Committee is empowered to make procedural decisions not covered by the Constitution. Such decisions shall be subject to ratification at the next General Meeting.
11. No section of the Constitution of the IoRW shall be added to, repealed or amended, except by resolution passed at a duly convened General Meeting of the IoRW. Proposals for such changes, in writing, must be presented to the Executive Officer at least four weeks prior to the General Meeting, such that he/she can relay the proposals to the members with at least the three weeks' notice as in Clause 6.2.
12. Should TWI cease to exist, a General Meeting would be called to decide upon the future organisation of IoRW.

7. Finance

1. The Management Committee shall agree with The Welding Institute the scale of annual subscriptions payable by members for approval at the next AGM and shall give reasonable notice of changes in subscriptions.
2. All the income from IoRW shall be payable to The Welding Institute. No portion of it may be distributed to members, save by way of payment for goods provided or services rendered to the IoRW.
3. The Welding Institute shall charge for the provision of services to the IoRW. IoRW income and expenditure accounts will be presented by TWI at each AGM for approval.

8. Expulsion

1. Members are obliged to abide by the terms and conditions of membership as decided by the Management Committee from time to time. Members in breach of the terms and conditions risk expulsion from the IoRW.
2. A member also risks expulsion in the event of fees in connection with the membership being unpaid for a period of three months.

9. Dissolution

1. A decision to wind up or dissolve the IoRW can only be made by following the process described in Clause 6.11.
2. Any assets or information outstanding in the IoRW after the winding up or dissolution of the IoRW shall be disposed of by mutual agreement between the extant paid-up Corporate Members and The Welding Institute.