Constitution
THE INSTITUTE OF REFRIGERATION CONSTITUTION adopted 5th November 2009 DEFINITIONS
OBJECTS OF THE INSTITUTE 1. The name of the organisation shall be "The Institute of Refrigeration" (the Institute). The objects of the Institute shall be: a) The general advancement of refrigeration in all its applications, in relation both to the perfection of its methods, and to the extension of its services to the community. b) To promote means for communication between members and their interchange of views. c) To encourage invention and research in all matters relating to the science and practice of refrigeration. d) To promote a sustainable approach to all aspects of refrigeration system design and operation e) To co-operate with educational institutions for the furtherance of education in the science and practice of refrigeration. f) To hold meetings of the Institute for reading and discussing papers dealing with refrigeration and allied subjects. g) To publish and distribute the proceedings or reports of the Institute. h) To do all other things, incidental or conducive to the attainment of the above objects or any of them. MEMBERSHIP GRADES 2. The membership of the Institute shall consist of the following grades: (1) Honorary Members; (2) Fellows: (3) Members; (4) Associate Members; (5) Affiliates; (6) Students. Of these, Fellows and Members shall be Corporate Members of the Institute. 3. The classification of members shall be as follows: HONORARY MEMBER An Honorary Member shall be a person distinguished in science, industry, commerce or public service, or who has given distinguished service to the Institute, to the achievement of its objects, whom the Institute desires to honour. A Corporate Member elected as an Honorary Member shall retain all the rights and privileges of Corporate Membership. FELLOW A Fellow shall be a person who has been engaged for not less than 5 years in a position of special responsibility or leadership in refrigeration or an allied field and has obtained a degree or equivalent qualification from a recognised university, college or institute of learning in a subject approved by the Council. Or Has been engaged for not less than 10 years in a position of responsibility or leadership in refrigeration or an allied field of which not less than 5 years has been in a position of special responsibility or leadership and has obtained a Higher National Diploma or equivalent qualification from a recognised institute of learning in a subject approved by the Council. Or Has been engaged for not less than 15 years in a position of responsibility or leadership in refrigeration or an allied field of which not less than 5 years has been in a position of special responsibility or leadership. In addition Applicants for Fellow would normally be expected to have been a Member for approximately 10 years. All applicants will be expected to demonstrate a contribution to the advancement of refrigeration or to the objectives of the Institute outside normal commercial activities. MEMBER A Member shall be a person who has been engaged for not less than 3 years in a position of important responsibility or leadership in refrigeration or an allied field and has obtained a degree or equivalent qualification from a recognised university, college or institute of learning in a subject approved by the Council. Or Has been engaged for not less than 5 years in a position of important responsibility or leadership in refrigeration or an allied field and has obtained a Higher National Certificate or equivalent qualification from a recognised institute of learning in a subject approved by the Council. Or Has been engaged for not less than 10 years in an important position of responsibility or leadership in refrigeration or an allied field. ASSOCIATE An Associate Member shall be a person who has obtained a degree or equivalent qualification from a recognised university, college or institute of learning in a subject approved by the Council, but has not held a position of responsibility or leadership in refrigeration or an allied field for the period required for election to Member Or Has been engaged for not less than 3 years in a position of some responsibility in refrigeration or an allied field and has obtained a S/NVQ Level 3 or equivalent qualification from a recognised institute of learning in a subject approved by the Council. Or Has been engaged for not less than 5 years in a position of some responsibility in refrigeration or an allied field and has obtained a S/NVQ Level 2 qualification from a recognised institute of learning in a subject approved by the Council. Or Has been engaged for not less than 7 years in a position of some responsibility in refrigeration or an allied field AFFILIATE An Affiliate is a person who is actively involved in the science, art or application of refrigeration or allied fields and who has not yet attained the condition for transfer to another grade of membership. STUDENT A student is a person who is receiving instruction at an approved institute of learning in subjects relevant to the science, art or application of refrigeration or allied fields with a view to qualifying for a higher grade of membership in due course. 4. Each Fellow shall be entitled to use after their name the initials FInstR; each Member the initials MInstR; each Associate Member the initials AMInstR; Affiliates and Students shall use no abbreviations. 5. The Council shall have authority to consider the suitability of all applications for membership. 6. Transfer of grade a) Candidates for election or transfer to Fellow or Member shall normally be proposed by a Corporate Member and supported by one other Corporate Member. b) Candidates for election or transfer to Associate Member shall normally be sponsored by a Corporate Member c) Candidates for election to Student or Affiliate Member shall be sponsored by a responsible person, who may be a Corporate Member or a teaching member of a recognised university, college or institute of learning in a subject approved by the Council. 7. Sponsorship requirement may be relaxed at the discretion of the Council. 8. The Council may at their discretion exclude from membership any person who, in their opinion, has been guilty of such conduct as to render them unfit to continue to belong to the Institute, and any person whose subscription is twelve months in arrears, and who has failed to pay such arrears after a written application has been sent to them by the Secretary. 9. A Student who does not apply for and attain a higher grade of membership within 3 years of the date of their admission shall cease to be a Student member on the expiration of such period unless the Council approve an application from the Student to allow them to remain a Student member for a further period not exceeding 3 years. Student members shall re-affirm their Student Member status at each annual renewal and shall notify the Institute as soon as they graduate and cease to be eligible to for Student membership. ANNUAL SUBSCRIPTIONS 10. Annual Subscriptions a) An annual subscription of an amount to be determined by the Council and approved by the Annual General Meeting shall be paid by each member. b) Subscriptions are payable in advance on or before the 1st April in each year. The first subscription of any member shall become due on election, but shall date from the 1st April in the calendar year in which they are elected and shall cover the period until the 31st March in the ensuing calendar year. c) A member who is either over 60 years of age, or suffers from physical disability, and has substantially retired from remunerative activities may apply to the Council to pay a reduced annual subscription. d) At the discretion of the Council, acting on the advice of the Membership Committee, a member who has held membership of the Institute of Refrigeration for 40 years, may be exempt from all further payment of fees. e) All candidates for election (but not candidates for transfer of grade) shall be required to pay a non-refundable application fee as determined by the Council. 11. A candidate for reinstatement of lapsed membership shall be required to pay not more than one year's arrears of subscriptions, together with the current year's subscription, before they may be re-elected to membership. The arrears payable will be for the year immediately preceding the year of application for reinstatement. 12. When a candidate has been elected their name shall not be added to the List of Members until they have paid their first annual subscription. When an application for transfer has been approved, the candidate's name shall not be transferred in the List of Members until they have paid the additional subscription (if any) for the current financial year. EXECUTIVE COUNCIL 13. The affairs of the Institute shall be managed by an Executive Council, consisting of the President, the Immediate Past-President, the President-Elect, Honorary Treasurer, the Secretary and six members elected from the Corporate and Associate Membership, of which not more than two shall be Associate Members. Two of the elected members shall retire annually in rotation. The retiring members shall not become eligible for re-election for a period of one year from the date of their retirement. 14. The Officers of the Institute shall be the President, Immediate Past-President, President-Elect, Honorary Treasurer and Secretary. The President shall be appointed by the Council and shall serve for a term of up to 3 years. The President-Elect shall be elected for a term of up to 3 years by the membership and shall be a Corporate Member. The Honorary Treasurer shall be appointed as a trustee by the Council and the appointment shall be reviewed annually. The Secretary shall be appointed by the Council as and when a vacancy occurs. 15. On the retirement of the incumbent President, the incumbent President-Elect will normally be appointed the new President by resolution of the Council, and a vacancy for the post of President-Elect will be created. A vacancy may also be created by retirement of the incumbent President-Elect before expiry of their term of office. The election of a new President-Elect to fill the vacancy may take place at any time following the creation of the vacancy, but shall normally take place at least one year before the expiry of the term of office of the incumbent President.
16. A nomination by Council for the vacant post of President-Elect shall be made by resolution of the Council, taking into account the recommendations of a nomination committee comprising the current President, current President-Elect (if applicable) and past Presidents. The Council's nomination shall be notified to members no later than 3 months before the intended date of the election. A Corporate Member may propose an alternative candidate, subject to obtaining the written consent of the candidate and the signatures of 20 supporters, who shall also be Corporate Members. Such nomination shall be submitted to the Secretary no later than 2 months before the intended date of the election. POWERS 17. The Council shall meet together for despatch of business and, subject to the provisions of this Constitution may regulate their proceedings as they think fit and may act notwithstanding any vacancy in their body. The Council may appoint standing and special committees and may delegate any of their powers to any such committees. Subject as aforesaid, a committee may be composed of members of the Council alone, or of members of the Council and other persons, or of other persons alone. The Chairpersons of all such committees shall be appointed by the Council for a 3 year term, and must be Corporate Members. Chairpersons can stand for re-appointment by the Council after their 3 year term. All committees shall, in the exercise of powers delegated to them and in the transaction of business, conform to any directions that may be given to them by the Council and may regulate their proceedings as they think fit, within their agreed Terms of Reference. 18. The Council shall have power to invite Chairperson of Institute Committees and Branches to attend meetings, in cases where such persons are not already members of Council. The Chairperson of an Institute Committee may also request an invite if they wish to discuss business of their own Committee that they consider to be of strategic importance to the Institute. 19. The Council may authorise the formation of branches of the Institute, the government of which shall be subject to the approval of the Council. 20. The Council shall comply with the accounting requirements of the Charities Act 2006, relevant to the income / expenditure level of the Institute, with regard to: the keeping of accounting records for the Institute; the preparation of annual statements of account for the Institute; the auditing or independent examination of the statements of account of the Institute; the preparation of an Annual Report and the sending of it together with the statements of account to the Charity Commission; and the preparation of an Annual Return and its transmission to the Commission.
ELECTIONS 21. The Institute Year shall run from 1st April to 31st March of the following calendar year. Elected appointments to the Executive Council shall be effective from 1st April in the year of election until 31st March in the year of retirement and members shall normally serve complete years up to the maximum term. Elections shall normally be held no later than the month preceding the start of the following Institute year. 22. If the President or any elected member of the Council does not intend to serve their maximum term, they should notify the Secretary of their intention to retire, in writing, no later than 5 months before the date of their retirement from office, which date should normally be the end of the current Institute Year. 23. Nominations for election to the Council may be made by resolution of the Council or by not less than 2 Corporate or Associate Members. In all cases a signed statement by the person proposed to the effect that they are willing to stand for election shall accompany the nomination which shall also be signed by both the proposers. All nominations shall be in writing and delivered to the Secretary no later than 3 months before the end of the current Institute Year in respect of election for the following Institute year. 24. The vacancies on the Council shall be filled by vote of the Corporate Members, who alone shall have the right to vote at meetings or otherwise in matters relating to the constitution or government of the Institute. In the event of the nominations exceeding the number of vacancies, voting papers shall be sent out at least twenty-eight days prior to the date of the election. The deadline and place for return of completed voting papers shall be stated in the accompanying instructions. At the discretion of the Council electronic voting may be used. 25. An Associate Member who is elected to the Executive Council will, during their time on the Executive Council, have the same voting rights as a Corporate Member. 26. The Council may co-opt members to fill any casual vacancies that may arise, and the members so elected shall retire at the end of the current Institute year, but shall be eligible for re-election COUNCIL MEETINGS 27. The Council shall meet as often as the President and Secretary may determine, but not less than three times each year. Five members shall constitute a quorum. 28. All grades of members shall receive copies of papers and other documents as published according to a schedule as determined by the Council. GENERAL MEETINGS 29. The Annual General Meeting shall be held at the earliest convenient date after, 1st April at such time and place as may be determined by the Council and shall be chaired by the President or another member of the Council. The quorum shall be 10 Corporate members. 30. A notice shall be sent to every member at least twenty eight days prior to each Annual or other General Meeting specifying the time and place of meeting; but the non-receipt of such notice by any member shall not invalidate the proceedings at any meeting. 31. Any Corporate or Associate Member having a motion to bring forward at such meeting shall give notice of the same in writing to the Secretary at least fourteen days prior to the meeting. 32. Every motion at a General Meeting shall be decided by a show of hands of Corporate Members, and the Chairperson's declaration as to the result shall stand unless a poll be demanded by at least ten Corporate Members present. It shall be within the power of any five Corporate Members to demand that the voting be done by ballot, in which case the Chairperson's decision shall be final unless a poll be demanded; and in all cases the Chairperson shall be allowed a casting vote in addition to that possessed by them in their capacity of Member. AMENDMENT 33. Any of the Constitution of the Institute may be amended, cancelled, or superseded at a specially convened Extraordinary General Meeting if thought fit by more than two-thirds of those Corporate Members present and voting. At the discretion of the Council, votes submitted by post may also be included. Where postal voting is authorised, eligible members who wish to vote by post shall request voting papers from the Secretary at least twenty one days before the date of the meeting. The deadline and place for return of completed voting papers shall be stated in the accompanying instructions. At the discretion of Council electronic voting may be used. 34. The Council shall promptly send to the Charity Commission a copy of any amendment made and keep a copy of any such amendment with this Constitution. No amendment may be made which would have the effect of making the Institute cease to be a charity at law. TRUSTEES 35. The Council may appoint trustees to hold any property of the Institute subject to the control of the Council and so that no part of the property of the Institute shall be sold, assigned, transferred, conveyed or otherwise disposed of by the trustees without the authority of the Council. 36. The terms of the appointment shall provide that the Institute may at any time by resolution of the Council and without any formality remove any person from the office of trustee, accept the resignation of any person as trustee and co-opt new or additional trustees. 37. Except with the prior written approval of the Charity Commission no trustee may receive any benefit in money or in kind from the Institute; or have a financial interest in the supply of goods or services to the Institute; or acquire or hold any interest in property of the Institute (except in order to hold it as trustee of the Institute). INDEMNITY AND LIABILITY 38. Every Official of the Institute for the time being and their heirs, executors and administrators shall be indemnified by the Institute against liability and it shall be the duty of the Council out of the funds of the Institute to pay all costs, losses and expenses which any of them may incur or become liable to by reason of any contract entered into or act or deed done by them as such Official in the discharge of their duties. 39. No Official of the Institute shall be liable for the acts, receipts, neglects or defaults of any other such Official for joining in any receipt or other act for conformity or for any loss of expense happening to the Institute through the insufficiency or deficiency of title to any property acquired by order of the Council for or on behalf of the Institute, for the insufficiency or deficiency of any security in or upon which any of the monies of the Institute shall be invested, or for any loss or damage arising from bankruptcy or insolvency or tortuous act of any person with whom any money, securities or effects shall be deposited or for any loss or damage occasioned by any error or judgement or oversight on their part, or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of their office or in relation thereto unless the same happened through their dishonesty. DISSOLUTION 40. If the trustees of the Institute decide that it is necessary or advisable to dissolve the charity, they shall call a meeting of all members of the Institute of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting, the trustees shall have power to realise any assets held by or on behalf of the charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the object of this charity as the members of the Institute may determine, or, if that cannot be done, shall be applied for some other charitable purpose.
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