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Statutes

ARTICLE 1 – GENERAL

The name of the Association is the International Association of Wool Textile Laboratories (hereinafter referred to as "INTERWOOLLABS" or "The Association").

1.2    The Association is constituted for an unlimited period in the form of a non-profit-making Association and in such manner as to be independent of control by other than its Members.

1.3    The registered office of the Association is in Luxembourg, but may be transferred to any other location or country, by resolution of the General Assembly.

1.4    The administrative services of the Association shall be conducted at the headquarters of the Association or in such other location or country as may be determined from time to time by the Management Committee, subject to ratification by the General Assembly.

    • Unless specifically stated to the contrary in these Statutes, or specifically stated within a resolution recorded in the official Minutes, the term of any elected office and/or appointment shall commence immediately following the conclusion of the duly authorised meeting at which such election or appointment was effected and shall cease upon the conclusion of the next such duly authorised meeting at which elections and/or appointments to those same positions are completed.
    • All references in these Statutes to “meetings” shall be deemed to include both physical and virtual meetings conducted by email. Whether any particular meeting shall be a physical or a virtual meeting shall be determined by the President. If, however, a majority of 75% of those entitled to attend a particular meeting object in writing to the form of meeting determined by the President, the meeting will be held in the alternative form.

ARTICLE 2 – LIABILITY

2.1    The Association has no financial accountability to third parties.

2.2    Neither Honorary Office Bearers nor Members of any Councils or Committees of the Association assume any personal liabilities with respect to or arising from decisions of the Association or its Councils or Committees.

ARTICLE 3 – OBJECTS

3.1    The objects and aims of the Association shall be:
–   to develop co-operation between the Member laboratories, with a view to ensuring the most correct and uniform application of approved testing and sampling methods as are set out in the Specifications of the International Wool Textile Organisation (hereinafter referred to as "IWTO") and in any associated IWTO Regulations;
–   to ensure that Member laboratories obtain accurate test results having a high level of precision, in their application of those specific IWTO test methods and procedures which are relevant to Interwoollabs' approved annual work programmes; and
–   to assist Member laboratories in resolving disputes arising from differences in test results, by ascertaining the causes of any discrepancies.

3.2    For the purpose of implementing these objects and aims, the Association may formulate such Internal Regulations as may be deemed necessary, which shall become binding upon all Members in accordance with their participation in specific work programmes.

ARTICLE 4 – MEMBERSHIP

4.1    Subject to the following Sub-articles, the membership of the Association shall consist of independent and/or dependent wool testing laboratories, regardless of whether or not those laboratories or their headquarters are situated in countries having a wool industry which is affiliated to the IWTO.

4.2    a)  Any request for membership must be submitted on the form drawn up by the Association for that purpose and must include, inter alia, the specific name and geographical address of the laboratory for which membership is sought.

  • Every request for membership shall be considered in the first instance by the Management Committee, which shall satisfy itself that the applicant is capable of fulfilling the criteria for membership prescribed herein and in the Internal Regulations.

c)  Where the Management Committee unanimously recommends admission to membership, its recommendation shall be ratified by the General Assembly.
d)  (i)  If the Management Committee is unable to reach a unanimous decision to recommend the applicant for membership, it shall advise the applicant accordingly, providing him with a written summary clearly stating the areas of disagreement, and shall invite him either to withdraw the application or to provide written submissions in support of the application, within such reasonable period of time as the Management Committee determines.
(ii) Should the applicant elect to provide such written submissions, the Management Committee shall reconsider the application for membership.  For this purpose, it may consult any relevant sources of information to clarify areas of doubt.  If it is still not possible to reach a unanimous decision in favour of the applicant, the application shall be rejected.  In all such cases, the Management Committee shall inform the General Assembly, at their next Meeting, of all actions taken and the reasons for rejection of the application.
e)  All provisional decisions approving membership, which have been taken by the Management Committee, shall be placed before the following General Assembly for ratification.

4.3    In order to be considered for membership the applicant must :

a)  operate a laboratory which is equipped with suitable apparatus to meet the requirements of the IWTO Specifications relating to each type of test for which affiliation is sought with Interwoollabs;
b)  ensure that the laboratory meets a minimum of technical criteria, as set out in the Internal Regulations specified by the Association;
c)  agree to apply the official test methods and any associated Regulations drawn up by the IWTO, to participate fully in inter-laboratory testing trials in such manner and with such frequency as are decided upon by the Association, and to allow inspection of its laboratory premises by persons appointed by the Association; and
d)  agree to issue Test Certificates, which state or imply that a Standard IWTO Test Specification has been utilised to obtain the test data reported, only when such an IWTO Specification exists and has been followed in full.
4.4    Admission to the Association implies acceptance of and adherence to the Association's current Statutes and Internal Regulations, including any amendments thereto which may come into force after the Member is admitted.

4.5    Upon admission to membership, each Member shall notify the Secretary of the name and address of the person authorised to represent it for all purposes associated with the Association.  (Hereinafter, such a person is referred to as an "Authorised Representative").  This Authorised Representative may be replaced by written notice, which shall take effect upon receipt by the Secretary.

4.6    a)  Subject to approval by the Management Committee, the Association shall publish a list of all those Members which continue to meet the requirements for membership and are considered to be calibrated, having successfully participated in the interlaboratory testing trials for which they are affiliated.  This list shall be known as the "Interwoollabs List of Calibrated Laboratories".

  • The Interwoollabs List of Calibrated Laboratories shall show :

–     the name and the geographical address of each Calibrated Laboratory;
–     the name of the specific Interwoollabs' programme for which each Member's laboratory has been declared calibrated;
–     the official Calibrated Laboratory Number allocated exclusively by the Association to each such laboratory; and
–     any other factual information as may be approved by the Management Committee.
c)  The Interwoollabs List of Calibrated Laboratories shall be effective from 1st January in each year and shall be published within 2 months of its approval by the Management Committee.
d)  Each Member having a laboratory which has qualified for inclusion on the Interwoollabs List of Calibrated Laboratories shall be provided with a Seal.  This Seal shall indicate :
–     the period for which the Seal may remain valid and during which its application to Test Certificates and other relevant documents is authorised;
–     the name of the specific Interwoollabs work programme for which the Member's laboratory has been considered calibrated;
–     the official Calibrated Laboratory Number allocated to the Member; and
–     such other details as approved by the General Assembly.
This Seal shall not be applied to any Certificate or other document which reports the results of tests for which the Member is not considered calibrated.

ARTICLE 5 – RESIGNATION

5.1    A Member may resign from the Association by giving notice in writing, delivered personally or by registered letter, directed to the Secretary and such resignation shall take effect immediately upon receipt of that notice or upon such later date as may be specified therein.

5.2    Upon resignation, the laboratory shall forthwith return to the Association any Seal, document or other papers belonging to the Association, and will forfeit the right to use the Association's name in any way or for any purpose.  The resigning Member shall meet all outstanding obligations (if any), including the current year's subscription.

5.3    Resignation from membership does not entitle the former Member to any assets of the Association or to any reimbursement of subscriptions paid.

5.4    Immediately upon taking effect, a Member's resignation shall automatically terminate all the rights of membership and the tenure, by the Member's Authorised Representative, of any elected or other positions within the Association shall also terminate forthwith.

5.5    a)  A Member may be deemed to have resigned from the Association if the annual subscription remains unpaid beyond 15th April, except where the Management Committee has been informed of payment difficulties and considers these to be beyond the control of the Member.
b)  Without qualifying the effect of the foregoing Sub–article 5.5(a), the Secretary shall write to each Member whose subscription remains unpaid at the due date, to remind him of that fact.

ARTICLE 6 – EXPULSION

    • A Member may be expelled from the Association if :

–   the Member is in breach of any of the Statutes or Internal Regulations of the Association;
–   the Member ceases to hold or meet the qualifications or prerequisites necessary for membership pursuant to the Statutes and/or Internal Regulations of the Association;
–   the Member conducts himself in a manner bringing disrepute to the Association or its Members; or
–   the Member fails repeatedly to pay any amounts due to the Association within the prescribed time.

6.2    The expulsion of a Member can only be effected by a 2/3 majority vote at the General Assembly, ratifying a recommendation to that effect from the Management Committee.

6.3    a)  Any Member accused of any act, inaction or failing, that is deemed by the Management Committee to warrant his expulsion, pursuant to the Statutes and Regulations of the Association, shall be informed by the Secretary in writing of the accusation and shall be given adequate time to respond in writing.
b)  A copy of the Secretary's letter and the Member's response (if any) shall be forwarded to all Members, prior to the meeting of the General Assembly at which the recommendation for expulsion is to be determined and the Member shall have the right to present a verbal case in his defence to the General Assembly.
6.4    Following expulsion, the laboratory shall forthwith return to the Association any Seal, document or other papers belonging to the Association and will forfeit the right to use the Association's name in any way or for any purpose.  The expelled Member shall meet all outstanding obligations (if any), including the current year's subscriptions.

6.5    Immediately upon taking effect, a Member's expulsion shall automatically terminate all the rights of membership and the tenure, by the member's Authorised Representative, of any elected or other positions within the Association shall also terminate forthwith.

6.6    An expelled Member is not entitled to any assets of the Association or to any reimbursement of subscriptions paid.

ARTICLE 7 – FINANCE

7.1    The principal funds of the Association are provided by the Members in the form of annual subscriptions.

7.2    The Member's subscriptions and joining fees are recommended by the Management Committee and any deficits may be covered by the Management Committee calling for such supplementary subscriptions as may be decided by the General Assembly.

7.3    The annual subscriptions are indivisible and are due for payment on 31st March in the calendar year to which they relate.

7.4    The annual subscriptions and joining fees will be determined having regard to the normal activities and administrative costs of the Association.

7.5    Special services provided by the Association will normally be charged direct to the interested parties.

ARTICLE 8 – GENERAL ASSEMBLY

8.1   The General Assembly is the principal body within the Association. All Members of the Association having paid the annual subscription are automatically Members of the General Assembly and are entitled to be represented at meetings of the General Assembly by an Authorised Representative.

8.2   The General Assembly shall meet at least once in every year, at such time and place as the Management Committee may determine, but coinciding whenever practicable with the timing and location of the IWTO Annual Conference. This meeting shall normally be held within six (6) months, but no later than nine (9) months, after the close of the financial year. The financial year, for the purpose of these Articles, commences on 1st January and concludes on 31st December.

8.3  The business of the annual meeting of the General Assembly shall be :

       - to approve the Minutes of the previous General Assembly meeting;
- to receive the Annual Report and account of activities from the Management Committee;
- to ratify the list of new Members approved provisionally by the Management Committee;
- to receive, consider and adopt the Annual Accounts of the Association pertaining to the previous financial year;
- to approve the budgets, subscriptions and any other charges
- to appoint the President, Vice-President and Treasurer for the ensuing year, subject to each of those appointees having a direct connection with a Member laboratory;
- to appoint Members of the Management Committee;
- to determine the programme of activities of the Association for the ensuing year and to charge the Management Committee with the execution of any directives;
- to transact any other business required or allowed by the Statutes to be transacted at the annual meeting of the General Assembly.

8.4 Any number of Members entitled to be represented at a meeting of the General Assembly shall constitute a quorum.

8.5 a). The Secretary will call for nominations for the positions of President, Vice-President     and Treasurer 42 days (6 weeks) prior to the General Assembly meeting.

      b). The offices of President and Vice-President shall not be filled by persons representing Members located in the same country.

     c). The President, Vice-President and Treasurer are eligible for re-election.

     d). Nominations for the positions of President, Vice-President and Treasurer must be in writing duly signed by the proposer, who shall have first established that the candidate represents a Member of the General Assembly and shall have obtained his consent. Final nominations must be in the hands of the Secretary at least 28 days prior to the date of the General Assembly meeting.
e).   At least 28 days prior to the date of the General Assembly meeting, Members shall be forwarded by air mail or email (or equivalent means) an agenda detailing the sole items for discussion, together with any documentation covering proposals and resolutions to be considered at the General Assembly.  The Secretary shall also include a list of all nominations received for President, Vice-President and Treasurer when circulating the agenda for the General Assembly meeting.

8.6  The Management Committee may, whenever it thinks fit, and shall upon requisition made in writing by at least 20% of the Members of the Association, convene a Special General Assembly. All Members entitled to attend shall be notified by air mail (or an equivalent means), despatched at least 28 days prior to such Special General Assembly. The notice convening such a meeting shall clearly express the matters to be resolved or otherwise considered.

8.7  Decisions at General Assembly and Special General Assembly meetings shall be determined by a simple majority of the votes cast, with the exception of any decisions relating to expulsion, Statutory changes or dissolution of the Association.

8.8   Except where unanimous approval is confirmed by acclamation for the nominated office bearers, a separate ballot shall be taken for each position, with the election being determined by a simple majority of the votes cast.

ARTICLE 9 – MANAGEMENT COMMITTEE

9.1    a)  The Management Committee is responsible for the administration and management of the activities of the Association in accordance with the directives and policy guidelines established by the General Assembly.
b)  Without limiting the generality of the foregoing, the Management Committee shall, inter alia, have the responsibility and power to :
–     consider and approve provisionally, or reject, new applications for membership;
–     organise, conduct and analyse the results from the Association's inter–laboratory testing trials;
–     withhold such trial samples from any Member whose annual subscription remains unpaid beyond the due date;
–     prepare reports on such trials for the participating Members;

  • prepare recommendations to the Technical Committee of IWTO for changes to IWTO Test Specifications, where the activities of the Association indicate that such changes are desirable and are consistent with the aims of the Association;
  • appoint ad hoc committees to study specific questions or matters, such committees to report back to the Management Committee within such period as it determines

–     ensure that adequate supplies of calibration standards of optimum technical quality are available, as required by IWTO or the Association's Members;
–     administer the Association's affairs and operations and generally oversee the daily running of the Association;
–     recommend the Annual Accounts to the General Assembly and the budgets, subscriptions, joining fees and any other charges for approval by the General Assembly;
–     encourage eligible laboratories to apply for membership, and approve the Interwoollabs List of Calibrated Laboratories for publication;

  • recommend to the General Assembly the expulsion of any Member, when necessary, in accordance with the relevant provisions of these Statutes;
  • determine the time and location for General Assembly meetings, and approve any invitations for nominated guests to attend such meetings

–     determine the geographical location of the Association's administrative services, subject to ratification by the General Assembly.

c)  The Management Committee shall also be responsible for liaison with IWTO and, to this end, has power to co–opt, as non–voting Advisers to the Management Committee, the Chairman for the time being of any specific IWTO Technical Committee Working Group responsible for studying the test procedures being utilised by members of the Association in its inter–laboratory testing trials.

d)  The Management Committee may nominate and extend invitations for individuals or representatives of other institutions, corporations or firms to attend General Assembly meetings.

9.2    a)  Membership of the Management Committee shall comprise :
–     the President and Vice–President appointed by the General Assembly, who shall become Chairman and Vice–Chairman, respectively, of the Management Committee;
–     the Honorary Treasurer appointed by the General Assembly;
–     one (1) Technical Expert from each of the Member laboratories which are delegated the specific tasks of preparing and despatching testing trial samples, analysing results and preparing reports for each type of test included within the Association's annual work programme; and
–     two (2) additional Members who shall be selected for their technical or commercial management expertise.
In appointing its Members of the Management Committee, the General Assembly shall endeavour to ensure that there are at least two (2) Members of the Management Committee with commercial management experience.
b)  Members of the Management Committee shall be eligible for reappointment.
c)  In the event of the death, resignation or expulsion of a Member of the Management Committee other than the President or Vice–President, the casual vacancy thus created may be filled by the Management Committee co–opting an eligible Member for the balance of the term.
9.3    The Management Committee shall entrust the daily running of the Association to a Secretary, who shall be appointed by the Management Committee on such terms and conditions as are determined by the Committee from time to time.  The Secretary does not become a Member of the Association or the Management Committee by virtue of his appointment.  The Management Committee is empowered to dismiss and replace the Secretary, should this be considered necessary for any reason.

9.4    a)  The Management Committee shall meet as often as it considers necessary and the Secretary shall be responsible for informing all Members of the Committee of forthcoming meetings.
b)  Meetings of the Management Committee may be called by the President, on his initiative, and shall be called upon the Secretary receiving written requests for such a meeting from at least 3 voting Members of the Committee.
c)  At least 3 voting Members represented at a meeting of the Management Committee shall constitute a quorum.
d)  Decisions of the Management Committee shall be made on the simple majority vote of Members present, except in the event of an equality of votes on any matter, in which case the Chairman (or in his absence the Vice-Chairman) shall have a casting vote, in addition to his deliberative vote.

9.5    The Management Committee shall present reports on the activities of the Association to the General Assembly, in such detail as is required by the General Assembly.  It shall also prepare the report for presentation to the annual General Assembly.

ARTICLE 10 – PROXIES

10.1  With the specific exceptions of the current President, Vice-President and/or Treasurer, persons entitled in accordance with these Statutes to attend meetings of the General Assembly shall have the power to appoint a person of their confidence as a Proxy to deputise for them at such meetings, provided :
(i)  the notice appointing the Proxy is in writing, duly signed by the Authorised Representative or Member (as the case may be);
and

  • such notice is lodged with the Secretary (or in his absence the President or Chairman) prior to or at the commencement of the meeting.

10.2  A duly appointed Proxy shall be entitled to attend and participate in all relevant meetings, and to vote in favour or against any resolutions as he sees fit, unless he has been instructed specifically otherwise by the person appointing him in which case he must vote in accordance with those instructions.

10.3  Nothing in these Statutes shall be construed so as to prevent the appointment of a person, who is already entitled to attend the relevant meeting, from also attending as Proxy for another person.

ARTICLE 11 – MINUTES

11.1  a)  The Secretary shall keep true and accurate Minutes of all meetings of the General Assembly, and the Management Committee.

  • Copies of the General Assembly Minutes shall be sent to all Members of the Association, whereas copies of the Management Committee Minutes shall be sent to all Members the Management Committee.  In all cases, Minutes shall be despatched to the relevant Members within 4 weeks of the meeting.

c)  All Minutes shall be signed by the Chairman of the meeting at which the proceedings were held, or by the Chairman of the next succeeding meeting of the relevant body.

11.2  The official languages of the association are English, French and German.  Minutes and official reports will normally be prepared in English. However, in special cases, other languages may be used at the discretion of the Management Committee.

ARTICLE 12 – TREASURER AND AUDITORS

12.1  a)  The Honorary Treasurer, with the assistance of the Secretary, is charged with the responsibility for managing the financial and accounting activities of the Association.
b)  Without limiting the generality of the foregoing, the Honorary Treasurer shall, inter alia, have the responsibility to :
–     prepare the annual budgets and accounts, together with proposals for any changes to joining fees, subscriptions and/or other charges, for consideration by the Management Committee; and
–     on behalf of the Management Committee, to present the Budgets, Annual Accounts and any financial recommendations to the General Assembly.

12.2  a)  The General Assembly may require the Management Committee to appoint an independent Auditor, when it considers it desirable or necessary, to examine the accounts of the Association from time to time and to issue opinions as to the truth and fairness of those accounts.
12.2  b)  Such Auditor may be paid a fee to be negotiated by the Management Committee and reported to the General Assembly.

12.3  The Treasurer and/or the Auditor shall be entitled to require the Secretary to produce all books, papers, accounts, securities, documents and records relating to the accounts and affairs of the Association, and either shall conduct whatever audit tests he deems to be necessary in order to form his opinion on the accounts of the Association.

12.4  a)  Should the Treasurer or the Auditor find at any time that the records, books, or accounts are incorrect in any respect (except for mere clerical errors that are forthwith rectified) he shall immediately inform the President, who shall immediately notify the other Members of the Management Committee and shall take such prompt action as he considers necessary to correct the position and prevent any recurrence.
b)  The Management Committee shall include copies of any reports from the Treasurer and/or the Auditor in its next report to the General Assembly.

ARTICLE 13 – ALTERATION OF STATUTES

13.1  These Statutes may be added to, altered, or rescinded in part or in their entirety, on the result of a poll in favour of such change returning a 2/3 majority vote of the Members, represented by their Authorised Representatives at a General Assembly or Special General Assembly meeting.  For such a decision to be valid, all Members of the Association must be sent a notice calling the meeting, together with written notification of the amendments, additions or alterations sought to be made to these Statutes, which documents must have been despatched by registered air mail letter (or an equivalent means) no later than 28 days prior to the General Assembly or Special General Assembly meeting.

ARTICLE 14 – DISSOLUTION

14.1  A request to dissolve the Association can be made either by a petition signed by in excess of 50% of the Membership or by a unanimous recommendation from the Management Committee.  On receipt of such a request the Secretary will call a Special General Assembly Meeting for the purpose of considering the dissolution and the basis upon which any assets shall be realised, or debts shall be met, by the Association.  All Members of the Association must be sent a notice calling the meeting, together with written notification of the reasons for the proposed dissolution and information about the financial situation of the Association.  These documents must have been despatched by registered air mail letter (or an equivalent means) no later than 28 days prior to the Special General Assembly Meeting.

Each Member will be entitled to one vote.  The vote to dissolve the Association must be carried by at least a 75% majority of the Membership.  Any abstention will be counted as a vote against the resolution.  Votes in favour of, or against, the resolution can be lodged by: attendance at the Special General Assembly Meeting; by proxy; or by writing to the Secretary.  Written advice to the Secretary, and the lodging of proxies, must be received at least four (4) working days prior to the meeting.

14.2 a)  Should the required majority not be obtained, the Association will continue its existence and, before a further request for dissolution can be brought forward, a period of one (1) year must elapse.

b)  Should the Association be dissolved, the whole of the assets of the Association shall be applied firstly to the payment of all debts and liabilities of the Association,  due and owing to persons other than Members of the Association; secondly, the payment of all proved claims of any of the members of the Association; and lastly the residue (if any) shall be distributed on a pro rata basis on the number of Official Round Trial Programmes participated in over the preceding two years by the current members of the Association.

c)  Should there be a deficit following the realisation of all assets into money, there shall be a levy on a pro rata basis on the number of Official Round Trial Programmes participated in over the preceding two years by the current members of the Association.