1) NAME The name of the Association is Saw Doctor Association UK

2) OBJECTS
a. The object is as a Non Profit Trading Association bringing together "Sawdoctors" for the purpose of exchanging ideas and resolving problems related to saw maintenance, to achieve the highest quality standards and professional service to the industry.
b. To improve the "professional" image of the trade.
c. To establish a code of conduct into the Association.
d. To improve skill levels, through the use of additional training courses, professional tuition etc., tailored to suit particular trade requirements.
e. To seek and promote unique products and services amongst members.
f. To increase and promote business between and of member companies.

3) MEMBERSHIP
1. That the articles of the Association be amended to two levels of membership only.
2. That the Association be open to those companies who :-
2.1 Service and supply cutting tools and allied product to end users as defined in articles 24c of the original Rules of the association i.e. "Saw Doctoring Companies'.
2.2 Manufacture or supply related products to the saw and cutter servicing industries.
2.3 Have their own in house servicing facilities. Or individuals who:
2.4 Are employees of saw doctors, sawmiils or other companies who require the
The servicing of saws and/or cutting tools and allied products.
3. That 4 of the 7 members of the executive committee are from 'Saw Doctoring Companies' as defined in 2.1.
4. That should all or part of the above amendments be agreed at the AGM, then one member of the executive committee is delegated to amend the existing 'Rules of the Association accordingly and present the revised version to a special meeting of the executive committee for final approval.

4) ELECTION OF NEW MEMBERS
a. New members shall be admitted upon election by a simple majority of the members present at an Executive Committee Meeting but no company shall be presented as a candidate for election without application in writing signed by the Senior Executive and two Associate members being lodged in the hands of the Secretary at least one month before such Executive Committee Meeting to enable prior circulation to all members.

5) RESIGNATION OF MEMBERS
a. Any member may resign from his membership by giving to the Secretary notice in writing to that effect and further such notice shall unless otherwise expressed take immediate effect. (Any subscriptions paid are non returnable).

6) EXPULSION OF MEMBERS
a. At the instigation of the Executive Committee, confirmed by a majority vote at a General Meeting of the Association, any member company may be expelled from the Association who has been guilty of any conduct inside or outside of the Association - likely to impair or prejudice the dignity, reputation, or interests of the Association or of any infringement of their constitutional obligations of the Association.
b. Any complaint under this section against a member must be made to the Executive Committee in writing, signed by the complainant, and lodged with the Secretary of the Association. The Executive Committee, whose decision shall be final, shall decide the merits of the complaint and, if they see fit, bring the matter to be decided before the next General Meeting of the Association.

7) FEES
a. Members should pay an annual subscription as determined by the AGM from time to time.
b. Members of the Association shall pay such other fees as determined by the Annual General Meeting from time to time.
c. The Annual subscription determined by the Annual General Meeting of the Association from time to time, shall become due and payable on the 1" day of January in each year, and which shall be the commencement of the financial year of the Association.
d. If the annual subscription so determined is not paid by 1"' March in each year, the defaulting member shall cease to be a member of the Association, but shall nevertheless remain liable for payment of such subscription.

8) ALTERATION OF RULES
a. The objects and rules of the Association may be altered, added to or rescinded by an extraordinary resolution of the Association passed by a three - fourths (3/4) majority of the members present at any General Meeting
b. Further such notice shall set forth the purport, of the proposed alterations, additions, rescission or other amendment.
c. Duplicate copies of every such alterations, additions, rescission or amendments shall forthwith be delivered to the Registrar in accordance with the requirements of the Act.

9) ANNUAL GENERAL MEETING
a. The Annual General Meeting shall be held in the month of November in every year upon a date and time and place fixed by the Chairman or in his absence or inability the Executive Committee for the following purposes:
• Meeting called to order.
• Minutes of the last meeting.
• Business arising out of the minutes.
• Correspondence.
• Chairman and Secretary's report.
• Financial report or statement.
• Reports of Sub-Committees.
• Election of Executive and Officers Committee.
• Location of next Annual General Meeting
• Fix Annual Subscription.
• Appointment of Auditors.
• General business and work of the Association.
• New business followed by Quorum.

10) SERVICE OF NOTICE
a. Not less than 28 days notice of an extraordinary General Meeting at which an extraordinary resolution is to be proposed, and not less than 42 days notice of any other General Meeting, specifying the place, the day, the hour of the meeting, shall be given to such persons as are members of the Association; but non-receipt of any notice by any member shall not invalidate the proceedings of any meeting.
b. A notice may be given to any member by sending it in writing by prepaid post to the last known address
supplied by such a member to the Association for the giving of such notices; and shall be taken to be effected
by posting the letter as aforesaid at the expiration of the length of time which it would normally take to be
received in the ordinary course of mail.

11) QUORUM
a. No business shall be transacted at any General or Extraordinary General Meeting unless a quorum of voting
members is present at the time when meeting proceeds to business. A quorum shall consist of 6 voting
members, personally present.

12) PROCEDURE AT MEETING
a. At any General Meeting a resolution put to the vote of the meeting shall be decided on by the show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the majority of members present, and unless a poll is so demanded a declaration by the Chairman that a resolution has, on a show of hands, being carried unanimously or otherwise, and an entry to the effect in the book of proceedings of the Association, shall be conclusive evidence of the passing of the resolution.
b. If a poll is duly demanded it shall be taken in such a manner as the chairman may direct.
c. Each member company shall have one vote.
d. No member may vote by proxy for a member not present at any meeting.
e. In the event of equality of votes, the Chairman shall be entitled to a second or casting vote.
f. The Chairman, or in his absence the Secretary shall be the Chairman of all General or Extraordinary General Meetings of the Association.
g. The Chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and place to place

13) APPOINTMENT OF OFFICERS AND EXECUTIVE COMMITTEE
a. The Officers of the Association shall consist of the following persons:-
• Chairman
• Secretary
• Treasurer
b. The Executive Committee shall consist of 7 members including the Officers of the Association, 5 of whom shall form a Quorum. The number of Executive Committee may be changed from time to time by ordinary resolution of a majority of members.
c. Any representative of a member company of the Association in good standing shall be eligible to be elected to the Executive Committee.
d. The Executive Committee shall be elected at the Annual General Meeting and shall hold office until the next Annual General Meeting, unless displaced by a three - fourths (3/4) majority at a General Meeting of the Association duly convened.
e. In the event of a vacancy occurring among the elected members of the Executive Committee through resignation, death or otherwise of a committee member and/or liquidation of the member company, another member shall be co-opted by the executive committee may appoint a person from a member company to serve during the unexpired position of the term in place and instead of the absent person.

14) DUTIES OF THE EXECUTIVE COMMITTEE
a. The business of the Association shall be under the control of the Executive Committee, which shall include the Officers of the Association.
b. The duties of the Officers of the Association shall be such as usually appertain to their respective offices. The Secretary and Treasurer shall prepare and have the custody of the minutes of the proceedings of the Association and of the Executive Committee Meetings, and all other books and records of the Association. The books and records of the Association shall be kept at the home or office of the Secretary and Treasurer and may be inspected prior to, or after, and General Meeting of the Association.
c. The Executive Committee shall meet at such times and places as may be necessary for the transaction of business of the Association or upon the requisition in writing of 3 members of the Executive Committee.
d. The Executive Committee may appoint special sub-committees from their members or otherwise with such powers as the Executive Committee sees proper records to be kept of all proceedings.
e. The Executive Committee may adopt such rules and regulations as it, as a body, may deem necessary for the government of its meetings and shall cause proper records to be kept of all proceedings.
f. A copy of the Minutes of each Executive and General Meeting shall be kept on file by the Secretary of the Association.

15) CONTROL AND USE OF FUNDS
a. The executive Committee shall appoint the Bank of Association from time to time.
b. All money and securities of every description of the Association shall be held by the Association's Bank in the name of the Association.
c. All cheques, bills of exchange, or other banking documents shall be signed for and on behalf of the Association by any two Officers of the Association.
d. The Secretary and Treasurer shall be responsible to the Executive Committee to produce books for inspection when required

16) RENUMERATION
a. No person connected with the Association, or in any way associated shall derive payment from the Association funds except as approved by the Executive Committee from time to time.

17) THE COMMON SEAL
a. The common seal of the Association shall be that appointed by the Executive Committee who shall be responsible for the safe custody and control thereof.

18) USE OF THE COMMON SEAL
a. Whenever the common seal of the Association is required to be affixed to any deed, document, writing or other instrument, the seal shall be affixed pursuant to a resolution of the Executive Committee and in the presence of two members of the Executive Committee who shall sign every instrument to which the seal is so affixed in their presence

19) INVESTMENT OF FUNDS
a. The Association may from time to time invest and re-invest in such securities and upon such terms as it shall think fit the whole or any part of its funds which shall not be required for the immediate business of the Association.

20)BORROWING POWERS
a. The Association shall in addition to the other powers vested in it have the power to borrow or raise money from time too time by the issue of debentures, bonds, mortgages or any other securities founded or based on all or any of the property and/or rights of the Association or without any such securities and upon such terms as to priority and otherwise as the Executive Committee shall think fit but the powers of so borrowing or raising moneys shall not be exercised except pursuant to a resolution of the Association passed in a General
Meeting.

21) LIQUIDATION
a. hi the event that the Association shall be wound up or liquidated, all assets, amend, real or person, held by the Association after payment of the Association's liabilities and the expenses of winding up shall be redistributed amongst all current paid up members at the time of liquidation.

22) REGULATIONS
a. The Association may from time to time by resolution in General Meeting make, amend, or rescind regulations not inconsistent with those rules governing procedure at its meetings or other gatherings and any other regulations that may be required for the proper conduct of the Association.

23) OFFICE OF ASSOCIATION
a. The Registered Office of the Association shall be situate at the address of the current secretary of such place for the time being as shall be decided by the Committee.
b. Notice of every change of situation of the Office shall be duly sent to the Members.

24) INTERPRETATION
a. Association shall mean Saw Doctor Association UK.
b. Sawdoctor - See 24c - member.
c. Member - is a company whose major function is the Servicing or Supply of Sawblades and allied products to End User Customers operating and selling basically in their own local area Member Companies will be those which are controlled and operated by executive / working shareholders / partners, or employed by a company with their own in house facilities, of the said company.
d. Individual Member - is an employee of a saw doctor, sawmill or other company who require the Servicing of saws and/or cutting tools and allied products.