Constitution update and revision 2026

29 Sep 2026

Why we are updating the Institute of Refrigeration Constitution

The Board of Trustees of the IOR regularly keep the IOR governing document ("the Constitution") under review and propose updates in line with Charity Commission recommendations and changing needs as the organisation develops. The Constitution was originally adopted in 2016 when the IOR became a Charitable Incorporated Organisation and there were some minor updates in 2021. The Trustees started the current review in 2024 and made initial proposals for comment to members at that time. The comments received were reviewed and a second updated version issued for further consultation earlier this year in March 2026. All of those who commented were contacted and the 3rd and final version of the update is now attached below. The review was carried out by a Working Group of the IOR Policy Review and Governance Committee and the 3rd draft now being proposed was approved by the Board of Trustees on 29th September 2026 for circulation to members and vote at the AGM. Subject to approval at the AGM on 10th November the changes to the Constitution will be adopted as of 11th November 2026.

Members can attend the AGM on 10th November in London (register here) where the changes will be discussed and voted on. Or if you cannot attend the AGM you can vote by completing and returning this Proxy Voting form.

Summary of revisions

All of the changes to the current version of the IOR constitution (last amended 4 November 2021) which have been proposed following two rounds of consultation are highlighted in yellow. This commentary explains the thinking behind the changes made after the second round of consultation, which are in response to concerns raised by members during the consultation period.

Clause 9(4)(a) – subclause (iv) was added to impose a duty on members who have accepted a position of responsibility in the Institute to ensure that their membership fee is paid within 60 days of it falling due. Note, the original proposal was within 30 days but this was felt to be too short.

Clause 9(4)(c) and (d) were added to clarify that the trustees’ powers to remove a member from membership are limited under certain circumstances. This brings clause 9 in line with clause 15 by removing an ambiguity.

Clause 11(4) was modified to emphasise that the charity trustees retain responsibility for arranging all general meetings, even if the chairing of the meeting is delegated to another trustee or to a member elected by the meeting

Clause 11(9)(j) was modified to replace “the Electoral Reform Services” with “external mediation” because Electoral Reform Services no longer exist and there are several bodies providing this service

Clause 12(1) was modified to give a more detailed account of the duties of the trustees and to place them in an appropriate legal context – it is emphasised that the rules, bye-laws etc are not permitted to contradict the constitution, which by default would take precedence in the event of any conflict.

Clause 12(2) was modified to emphasise that trustees must remain in good standing with regard to their membership throughout their term of office. The acknowledgement of the office of trustee was simplified to be signing a copy of the IOR Code of Conduct for Trustees, to be done by a member each time they are nominated to stand for election. The signed Code of Conduct must be returned before the member is accepted as a candidate for election .

Clause 13(3) was modified to emphasise that when the President delegates to a Deputy they remain accountable for actions taken on their behalf. The scope of that delegation was limited to 2 days unless approved by the charity trustees and a provision for the charity trustees to nominate and appoint a deputy was added in the case of the President being unable to make a nomination. In that case the Trustees could also resolve to terminate the appointment of the Deputy by a majority vote.

Clause 15(3) was modified to highlight that the trustees can only act to remove one of their number after the due disciplinary process has been followed. Several members expressed concern about the addition of clause 15(3) which they had interpreted as a significant shift in power from members to trustees. However, after discussion they all accepted that this clause is actually a restriction of the trustees powers because they had always had the right under clause 15(1) to remove one of their number but now it is only possible at the end of the disciplinary process. The reason that 15(3) was added to the original proposal was to avoid the need to ask members to vote on a disciplinary matter when they had not been given all the facts of the case. The addition of clause 15(3) is therefore to avoid disclosure of confidential material which might otherwise cause unnecessary distress or harm to a member.

Clause 15(4) was modified to highlight that the 14 days’ notice period only applies in the case of clause 15(2) since the disciplinary and appeal process required for clause 15(3) to apply already includes all of the necessary rights of appeal.

Clause 17 was modified to revert to the wording in the Charity Commission’s model form of constitution with regard to the resolution in writing being agreed by a majority of all of the charity trustees. The reason for the change is that the current constitution wording requiring agreement of all the charity trustees was felt to be potentially difficult to achieve. It should be noted that in this clause “electronic means” refers to email and does not relate to online meetings, which are covered by clause 19. The reason that it is a majority of all the charity trustees is because all have been written to and all have the opportunity to reply, so the quorum is the whole group in this case but there is no reason why the majority should not apply as it would to a face-to-face meeting.

General comment

In addition to these amendments to the draft constitution several good suggestions were made with regard to other Institute policies and procedures. Questions were asked regarding the judgment of what constitutes an “unlawful, defamatory, frivolous or vexatious motion” when submitted by a member. It was noted that this was clearly the responsibility of the Board of Trustees, who are responsible for calling all general meetings, but it might be appropriate to agree a protocol for the Board to review any motion. The protocol might say something like “The validity of motions raised by the members under clause 10(3)e, 11(2)e or 11(3)b shall be determined by a simple majority vote of the charity trustees. If the motion is rejected on the grounds that it is considered to be unlawful, defamatory, frivolous or vexatious the member who submitted the motion shall be informed of the reasons for the decision without delay and shall be invited to revise and resubmit a suitable motion to address their concern, if there is sufficient time before the meeting.” The Institute has created a form for motions with helpful guidance – this might need to be modified to emphasise that motions need to be submitted sooner if there is to be time to resubmit in the event that they are rejected. Note that the form for members to submit a motion for consideration at a general meeting, including the AGM, includes definitions of lawful, defamatory, frivolous and vexatious and makes it clear that the ruling on the validity of the motion shall be made by the charity trustees.

One commenter asked that the Institute’s codes of conduct should be made available to members. They are already available on the IoR website and can be found at https://ior.org.uk/about/policies-and-practices If a member has a concern about one of these documents they should raise it with the Board of Trustees.

One commenter suggested that the constitution should be modified to state that “A person who has served as a charity trustee remains bound, following the end of their term of office, by duties of confidentiality, must not misuse information obtained during their tenure, and must not represent themselves as acting on behalf of the Institute. These obligations shall apply insofar as they are reasonable and necessary to protect the interests of the Institute.” It was decided that this text would be more appropriate in the Code of Conduct for Trustees.

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