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.

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:

3.1 Provide regular information to members regarding rail welding, including technical meetings, a newsletter and a website.

3.2 Promote the advancement of the technology of rail welding.

3.3 Promote professionalism, competent control and best practice management, of rail welding operations at all levels.

3.4 Encourage training and qualification, and continuing professional development.

4. Membership

4.1 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.

4.2 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.

4.3 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.

4.4 All members of IoRW shall automatically be granted access to the benefits of membership of the Welding and Joining Society, as operated by the Professional Division of The Welding Institute (TWI). This facility is at the discretion of TWI.

5. Rights, privileges and obligations of IoRW Members

5.1 The opportunity to receive regular IoRW communications, publications, etc, addressed to its members generally.

5.2 The opportunity to receive regular communications addressed to members of the Welding and Joining Society and to obtain all WJS services and benefits, subject to Clause 4.4.

5.3 To seek available technical information or advice from the IoRW.

5.4 To be entitled to attend and vote at the Annual and Extraordinary General Meetings of the IoRW.

5.5 To recognise The Welding Institute's Code of Professional Conduct.

5.6 To pay the annual membership subscription fee , as determined by the Management Committee from time to time, in advance.

5.7 To maintain the confidentiality of material acquired through membership.

5.8 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'.

5.9 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

6.1 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, WJS membership as described in 4.4, an Executive Officer and secretarial support generally.

6.2 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 members. Any General Meeting shall require a quorum of ten members for any business to be transacted. If there are fewer than ten members then at least three quarters of them will be required for a quorum.

6.3 The IoRW Management Committee shall comprise representatives of the Corporate Members, one per 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 Vice-Chairman of the Management Committee. All representatives on the Committee shall have equal voting rights, 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.

6.4 The Committee shall be empowered to co-opt persons to the Committee by resolution to fill vacancies caused by resignations. Such co-opted members must stand for election in the normal way at the next AGM. The Committee shall also be empowered to co-opt persons to the Committee 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.

6.5 In the event that a member of the Management Committee is unable to attend a particular meeting, he/she may nominate an alternative representative.

6.6 The term of office of the Chairman and Vice-Chairman shall be three years. Re-election for further three-year terms of office is permitted. Upon retirement the Chairman and Vice-Chairman may remain as a member of the Management Committee for a further year.

6.7 The term of office of each member of the Management Committee is three years. One re-election for a further three year term is permitted, after which the Member must retire. Retired members shall be eligible for re-election after a lapse of one year.

6.8 If a member of the Management Committee or alternative representative has been absent for five consecutive meetings he/she will be deemed to have resigned. The Chairman is empowered to invite the Member to continue.

6.9 The Management Committee shall make nominations (as identified in Clause 6.3) each year for the Honorary Officers and members of the committee to fill the vacancies arising from retirement or other cause. These nominations shall be circulated six weeks in advance of the AGM, together with the AGM calling notice.

Within three weeks after the issue of the nominations, any three IoRW members may nominate alternative individual(s) to those nominated by the Management Committee. If, as a result, 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 member shall be entitled to as many votes as there are vacancies and the result shall be declared at the AGM.

6.10 The Management Committee shall be empowered to make procedural decisions not covered by the Constitution. Such decisions shall be subject to ratification at the next General Meeting.

6.11 No section of the Constitution of the IoRW shall be added to, repealed or amended, except by resolution passed by not less than two-thirds of the members present, and entitled to vote at a duly convened General Meeting of the IoRW. Proposals for such changes, in writing and duly proposed and seconded, must be presented to the Executive Officer at least four weeks prior to the General Meeting, such that he can relay the proposals to the members with at least the three weeks' notice as in Clause 6.2.

6.12 Should TWI cease to exist, a General Meeting would be called to decide upon the future organisation of IoRW.

7. Finance

7.1 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.

7.2 All the income from IoRW shall be payable to The Welding Institute and held in the IoRW ACCOUNT. No portion of it may be distributed to members, save by way of payment for goods provided or services rendered to the IoRW.

7.3 The Welding Institute shall charge a management fee, related to the number of members, for the provision of services to the IoRW, the level of which shall be set by mutual agreement. This fee will be charged to the IoRW ACCOUNT.

8. Expulsion

8.1 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.

8.2 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

9.1 A decision to wind up or dissolve the IoRW can only be made by following the process described in Clause 6.11.

9.2 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 members and The Welding Institute.