1.            The organisation shall be called the Rail Industry Contractors Association.

2.            The aims of the Association are to:

i)                    Improve standards within the Railway Industry. 

ii)                   Represent the membership’s and/or associate membership’s interests regarding issues relating to the Railway Industry.

iii)                 Act as a focal point for the Railway Industry to communicate with the Association’s members and/or associate members.

iv)                  Provide a voice and a source of support to members and/or associate members  in matters relating to the Railway industry.

v)                   Utilise the Association’s resources to develop and improve members’ and/or associate members’ and the Association’s contribution to the Railway industry.

vi)                  Provide a forum to increase understanding by members and/or associate members of the current issues facing the membership and/or associate membership and the Railway Industry and provide a voice to address such issues.

3.            Membership and/or Associate Membership of the Association shall comprise of organisations or individuals that meet the qualifying requirements of the Association. 

4.           Membership and/or Associate Membership qualification shall be as follows:

a)       Full Membership: Undertake work, provide a service or supply to the Rail Industry, be registered with Link-up and hold the relevant Link-up product groups applicable to the applicant’s activities.

                   Associate Membership:  Provide a service or supply to the Rail Industry.

b)       Satisfactory completion of the Association’s application form and agreement to abide by the Associations Code of Practice and be bound by the Association’s Complaints and Disciplinary Procedure.

c)       Agreement (where necessary) to be subjected to an audit by a qualified auditor if deemed necessary and regulated by agreement of the members of the Association through the elected board of directors and agree to pay the cost of such audit as notified by the Association.

d)       Agree to pay the Association’s one off joining fee if applicable and the annual subscription fee which shall be reviewed and approved each year to cover the Association’ running costs, as agreed at the Annual General Meeting of members.

e)       Joining fees if applicable and the first subscription fee must be paid in full before membership and/or associate membership is confirmed.

f)        Future subscription fees and other fees as voted at the Annual General Meeting shall be due within 21 days of the date of the relevant invoice/fee request being issued by the Treasurer. Payment of these fees will be non-returnable for whatever reason.

5.            There will be a general meeting of Members held annually with notice provided of a minimum of three weeks of that intention when the Agenda, Annual Accounts and Nominations for the Election of Officers shall be circulated for consideration and approval.

6.            The governing of the Association, which may be reviewed from time to time, shall be by a Board of Members’ Representatives, elected by the Members on the basis of one vote per Member, held at each Annual General Meeting.  Only one individual from any Member Organisation may be nominated and subsequently elected to the Board at any one time. 

7.            The Board shall consist of a Committee of up to eight Members’ Representatives, who are elected as individuals on their own merit for an annual term and who may offer for re-election for further office, and who shall have the power of voting on matters by simple majority.  A quorum shall consist of at least two thirds of the Board Members.

8.           The Board, whose individual members will have agreed to act as Trustees

of the Association, shall elect a Chairman who may or may not be a Member and such Officers as are considered appropriate, including from among its number, a Secretary and a Treasurer, who may be provided with administrative assistance.

9.            The Board and its appointed Officers alone shall have the power to enter into Contracts on behalf of the Association and shall be answerable to the Membership at the Annual General Meeting, or at any subsequent Extraordinary General Meeting that may be called by the general Membership, and comply with the legislative requirements of UK Company Law. 

10.          The Board shall have the power of co-option of suitable individuals to provide specific additional benefits to the direction and ordering of the Association’s affairs.  Co-option to the Board shall provide no voting rights to Members of the Association unless otherwise sanctioned at a General Meeting of Members. 

11.          The Board shall have the responsibility for the smooth running of the Association’s affairs and shall be accountable to Member Organisations and their Representatives for the financial ordering of the Association.  The Board will institute the incorporation of a Company Limited by Guarantee and the Trustees of the Association, who are full Members of the Association shall be eligible to be Directors of the Company, if confirmed at a General Meeting.  Such elected Directors will be subject to the obligations as required by the Companies Act.

12.          A General Meeting of Member Organisations may be called with the support of a two-thirds majority of Members or a minimum of four members of the Board.

13.         Members agree the following protective measures:

a)             If any Member and/or Associate Member Organisation or Representative indulges in conduct prejudicial to the interests and aims of the Association, that Member and/or Associate Member will, in accordance with the Association’s Complaints & Disciplinary Procedure, be served notice in writing of termination of Membership.  The Board will report its findings to Member Organisations and its decision in writing to the Member in question.

The Member shall have the right of appeal in accordance with the Association’s Complaints & Disciplinary Procedure.

b)            Members and/or Associate Members of the Association who are in default of payment of the agreed subscription upon expiry of the initial 21 days from the date of renewal, shall be sent a reminder by the Treasurer.  Should the fees still remain unpaid after a subsequent 21 days, their membership will be considered to have lapsed.  In such circumstances, a lapsed Member and/or Associate Member will be required to go through the pre-qualification procedure for membership and/or associate membership, and be subject to pay the agreed joining fee at the time of their subsequent re-joining.  The Board shall not be obliged to return a lapsed Member and/or associate member to the Association upon payment of the joining and annual membership fee. 

c)             If any Member’s Representative, elected to the Board, acts in any manner that is prejudicial to the interests of the Association or its Members, or abuses that position to achieve personal or commercial gain, the Board shall be empowered to take such action as is necessary to obtain redress under civil or Companies Act provisions.  Where that Member is also represented on the Board of the Association, the Member will be immediately suspended from the Board. 

d)            If any Member and/or Associate Member Organisation or Representative is obliged to discontinue membership by misconduct, conduct prejudicial to the Association, or by failure to meet subscription obligations, or to make claim to Membership status prior to being approved, or for any other reason seen fit by the Membership, that Member and/or Associate Member Organisation and Representative is debarred from membership for a period deemed appropriate as the Board may decide. 

e)            When a member’s Link-up Product Group Approval is suspended, their Association membership may also be suspended.  However, if the Independent Chair is satisfied that the suspension will be temporary and that the reasons for the said suspension do not breach the Association’s Code of Practice, membership of the Association may continue during suspension.  If the Independent Chair is not satisfied, then the member will be temporarily suspended from the Association until a decision is agreed by the Ethics/Disciplinary Committee.

14.          The Board shall have the power to form sub-committees to undertake specific tasks which are then reported on and to appoint or co-opt technical assistants as are necessary to develop the aims of the Association.