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THE COMPANIES ACTS 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL


MEMORANDUM OF ASSOCIATION
OF
INDUSTRIAL ROPE ACCESS TRADE ASSOCIATION
1.1

The name of the Company (hereinafter called The Association) is Industrial Rope Access
Trade Association.

1.2

The Registered Office of the Association will be situate in England.

1.3

The Governing Laws of the Association shall be those of England.

1.4

The normal area of operation of the Association shall be the United Kingdom.

1.5

The Association shall institute and provide a common seal of the Association.

1.6

The Association shall provide an Association symbol and all Full members shall be entitled to
bear it.

2.

THE OBJECTS FOR WHICH THE ASSOCIATION IS ESTABLISHED ARE:

2.1

To carry out business as an association with membership comprising representatives of


Companies, Partnerships or individuals whose business is directly involved in the industrial
rope access industry, with the aim of directly and indirectly encouraging the promotion and use
of Association members.

2.2

To promote and maintain high standards, safety, work quality and working practices for the
industrial rope access industry.

2.3

To publicise and promote the activities and interests of its members.

2.4

To provide a forum for the free and informal exchange of experience and opinion.

2.5

To provide, or assist, in the provision of appropriate educational, training and certification


systems for personnel employed in the industry, which shall not be limited to members or their
employees.

2.6

To provide informed opinion and advice to Association representatives in external bodies.

2.7

To promote, support or oppose legislation or other methods or proceedings affecting the


interests of its members.

2.8

To indicate areas of research and development where initiation is needed to solve problems
facing the industry.

2.9

To investigate and report on complaints made by or against a member in regard to business


conduct and methods pursued. To take reasonable action therein including, as required, the
establishment of investigation committees, of Panels of Arbitration, the nomination of
Arbitrators and to act upon the recommendations of such bodies subject to the approval of at
least 75% of the voting membership.

2.10 To carry out or engage in such activities as may be reasonably deemed necessary for the
business of the Association.
2.11 To engage in such activities as shall, from time to time, be authorised by the membership.

3.

THE ASSOCIATIONS POWERS


For the purposes of carrying out the objects in clause 2 above the Association shall have the
power and be entitled to act upon:

3.1

The provision of an organisation with staff and accommodation as necessary for carrying out
the objects of the Association.

3.2

Raising funds, collecting contributions and borrowing money for purposes reasonably
connected with the objects of the Association and for that purpose to mortgage or charge any
real or personal property of the Association as security.

3.3

Developing, providing and administering such training schemes and courses as may be
pertinent of the industrial rope access industry or may assist the Association and its members
in carrying out their business.

3.4

Printing, publishing and circulation amongst members of the Association, the general public
and or any section thereof and in any place or country, any newspapers, magazines,
periodicals, books, pamphlets, leaflets, brochures, articles, films and programmes for radio,
television and communication media. which may lawfully promote the Associations objects
and inserting and paying for the insertion in any newspaper or other publication, of any matter
lawfully calculated to further its objectives.

3.5

Canvassing, personal and written appeals or other such lawful methods for the purpose of
obtaining new members and collecting and procuring contributions to the funds and property of
the Association from all persons willing to make such contributions.

3.6

Co-operation with any Associations, Societies and others formed for carrying out objects similar
to those of the Association in the pursuit of the Associations objectives giving or receiving
advice and support to or from the aforesaid regarding the furtherance of the Associations
objectives.

3.7

If and whenever considered advisable by applying or petitioning for or providing any licence or
other similar grant, deed or document for the purposes of the Association or for continuing and
expand the work thereof.

3.8

Making and whenever desirable rescinding, altering, or amending by special resolution byelaws of the regulation of any matters concerning or connected with the Association.

3.9

Admission of any members or election of any Officers or Honorary Member and admitting to
membership of the Association such organisations as shall be eligible in accordance with the
Articles of Association.

3.10 Taking any gift of property whether or not subject to any special trust for any one or more of the
objects of the Association.
3.11 Purchasing, taking on lease or in exchange, hiring or otherwise acquiring any real or personal
property and any rights or privileges which may be necessary for the promotion of the Objects
of the Association and constructing, maintaining, and altering any buildings or erections
necessary for the work of the Association.
3.12 Selling, letting, mortgaging, disposing of or turning to account all or any of the property or
assets of the Association whether income or capital as may be necessary for the promotion of
its objects.
3.13 Undertaking and executing any Trusts which may be lawfully undertaken by the Association and
may be necessary for the promotion of its Objects.
3.14 Drawing, making, accepting, endorsing, discounting, executing and issuing promissory notes,
bill, cheques and other instruments to operate bank accounts.

3.15 Investment of monies of the Association not immediately required for its purposes in or upon
such investments, securities or property as may be thought fit.
3.16 Subscribing for purchasing or otherwise acquiring and holding shares or other interests in or
securities of any other Company having objects altogether or in part similar to those of the
Association or carrying out any business capable of being carried on so as directly or indirectly
to benefit the Association.
3.17 Paying out of the funds of the Association the costs of charges and expenses of any incidental
to the formation and registration of the Association.
3.18 Taking such action by all such other lawful means as will further the attainment of the objects of
the Association
4.

FINANCIAL

4.1

The liability of the members is limited.

4.2

Every member of the Association undertakes to contribute to the assets of the Association in
the event of the same being wound up while he is a member or within one year after he ceases
to be a member for payment of the debts and liabilities of the Association contracted before he
ceases to be a member and of such costs, charges and expenses of winding up and for the
adjustment of the rights of the contributions among themselves such amount as may be
required not exceeding 1.00p (One Pound).

4.3

If upon the winding up or dissolution of the Association there remains after the satisfaction of all
its debts and liability any property whatsoever the same shall not be paid to or distributed
amongst the members of the Association but shall be given or transferred to some other
institution or institutions having objects similar to the objects of the Association and which shall
prohibit the distribution of its or their income and property amongst its or their members to the
extent at least as great as is imposed on the Association under or by virtue of Clause 5.

4.4

The income and property of the Association shall be applied solely towards the promotion of its
Objects as set forth in this Memorandum of Association and no portion thereof shall be paid or
transferred directly or indirectly by way of dividend, bonus or otherwise, howsoever, by way of
profit to members of the Association and no members of its Executive Committee shall be
appointed to any office of the Association, paid a salary or fees or receive any remuneration or
other benefit in money or monies worth from the Association.
Provided that nothing herein shall prevent any payment in good faith by the Association,

a)

Of reasonable and proper remuneration to any member, officer or servant of the Association
(not being a members of its Executive Committee) for any services rendered to the
Association.

b)

Of interest at a rate such as its Executive Committee shall deem to be fair and reasonable on
money lent or reasonable and proper rent for premises demised to let by any member of the
Association or of its Executive Committee.

4.5

True accounts shall be kept of the sums of money received and expended by the Association
and the matters in respect of which such receipts and expenditure take place and of the
property, credits and liabilities of the Association. Such accounts shall be open to the
inspection of the members. At least once a year the accounts shall be examined and their
correctness ascertained by a properly qualified auditor or auditors appointed by the Association.
We, the several persons whose names and addresses are subscribed are desirous of being
formed into a Company in pursuance of this Memorandum of Association.

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.


1.

G Burnett

Technical Director

48 Station Road
Hednesford
Staffordshire WS12 4DL
2.

D Hawthorn

Managing Director

Quebec
Glen Tanar
Aboyne, Aberdeenshire
AB34 5EU
Dated this

day of

1997

Witness to the above Signatures:


John G Fairley
Pine Edge
Latchwood Lane
Lower Bourne
Farnham, Surrey
GU10 3HB

THE COMPANIES ACTS 1985


COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
INDUSTRIAL ROPE ACCESS TRADE ASSOCIATION
1.1

In these presents and words standing in the first column of the table next hereinafter contained
shall bear the meanings noted opposite to them respectively in the second column thereof if
not inconsistent with the subject or context:WORDS

MEANINGS

The Act

The Companies Act 1985

These presents

These Articles of Association as from time to time


altered by Special Resolution

The Association

The above-named company

The Executive Committee

The Executive Committee for the time being of the


Association.

The Bye-Laws

The Bye-Laws from time to time laid down in


accordance with the provisions hereinafter
contained

Member

A member (including an honorary member) of the


Association enrolled in accordance with the provisions
hereinafter contained.

Officer

An officer of the Association appointed in accordance with


Article 7.11.

The Register

The Register of members to be pursuant to the


Companies Act 1985

Britain

Shall mean the United Kingdom of Great Britain


and Northern Ireland

The Office

The Registered Office of the Association

Abroad

Out of the United Kingdom of Great Britain and


Northern Ireland

The Seal

The Common Seal of the Association

Month

Calendar month

In writing

Written, printed or lithographed or partly one and


partly another and other modes of representing or
reproducing words in a visible form.

These presents shall be construed with reference to the provisions of the Companies Act 1985.
Words importing the masculine gender shall include the feminine gender.
Words importing persons include incorporations, partnerships and incorporated associations.

Words or expressions defined in the Act or any statutory modification thereof in force at the date on
which these presents become binding on the Association shall bear the same meanings in these
presents.
1.2

The number of the members with which the Association proposed to be registered is unlimited.

1.3

The provision of Section 352 and 353 of the Act as to the Register shall be observed by the
Association.

1.4

The Association is established for the purposes expressed in the Memorandum of Association.

2.

MEMBERSHIP

2.1

Qualification and Application

2.1.1 Categories
There are four categories of membership:
Full
Probationary
Individual
Subscription
2.1.2 Applications
Each applicant must:
- complete the IRATA application form
- submit one years audited accounts (where applicable)
- agree to abide by the
Memorandum and Articles of Association
IRATA Code of Ethics and Objectives
Guidelines on the Use of Rope Access Methods for Industrial Purposes
General Requirements for Certification of Personnel engaged in Industrial Rope
Access Methods
2.1.3 Conditions
All applications and correspondence shall be in the English language and all
payments shall be in UK currency. All categories of membership are open to
companies from outside the UK. Such applicants shall meet all appropriate
requirements, e.g. fees, audits, attendance at general meetings etc.
2.1.4 Form of Application
Application for membership shall be provided in such a form as the
association approves. Applicants and members shall provide full contact
addresses for communication with IRATA, and shall notify any changes.
2.1.5

Acceptance
Acceptance for membership shall be by a 75% vote of approval, undertaken by
ballot, of the whole of the Executive Committee. Where membership is not
accepted, the applicant shall be notified of the reason(s), in writing, and shall have
the right of appeal and re-application as per the Memorandum and Articles of the
Association.

2.1.6

Application Fee
Each member shall pay to IRATA a non-returnable application fee and thereafter an
annual subscription. Such subscriptions may vary according to the category of
membership. They shall be set, or altered, from time to time by the Executive
Committee and ratified at a general meeting.
Where Full Members are responsible for other group members no additional entrance
fee shall be payable but the responsible company shall pay the full subscription plus

a supplement for each additional subsidiary, sister or other legally associated


company.
The initial application fee shall be payable at the time of application for
membership. The annual subscription shall be payable not later than the
due date.
2.2 Full Membership
2.2.1 Types
Full membership shall be open to the following types of organisation:
Operator:

Companies directly engaged in operations utilising industrial rope access


techniques (other than training).
Trainer:
Companies engaged in training personnel in all techniques of industrial rope
access.
Equipment Supplier: Manufacturers and/or suppliers of equipment for use in industrial rope
access.
These shall be known as: Full Member (Operator); Full Member (Trainer); Full Member (Equipment
Supplier).
2.2.2 Requirements
Full Membership is available to the three types of organisation listed above which
meet the following requirements. They shall:
have completed a minimum of one year's trading in the relevant activities; i.e., operator, trainer,
equipment supplier;
have completed one year as a probationary member in the type(s) of full membership required;
have passed an IRATA Technical Audit in the appropriate membership type(s);
have relevant adequate general and technical management expertise and supervisory personnel;
have an acceptable form of record, regularly maintained, of the training and experience of all
employees engaged in work associated with rope access where applicable;
have implemented and maintained systems acceptable to IRATA for quality assurance/quality
control
2.2.3 Multiple Type Memberships
It is permissible to be a full member of more than one type (e.g. operator and trainer) provided
that the requirements of each type are met. The annual subscription for one type of full
membership covers any other type attained, i.e. only one subscription is payable.
2.2.4 Group Membership
Companies which have satisfactorily been full members for at least one year may extend
their membership to include subsidiaries, sister or other legally associated companies other
than that originally audited. The original member shall remain the official - or full - member
and, when applying for group membership, shall, in writing:
nominate which of its subsidiaries, sister or other legally associated companies are to be included,
giving their office addresses. (Excluding the office originally audited)
undertake to ensure and guarantee that each of these subsidiaries, sister or other legally
associated companies shall operate fully to IRATA requirements and standards as if it were the
original full member
acknowledge that it accepts that if any of these subsidiaries, sister or other legally associated
companies are found to be in breach of IRATA obligations, requirements and standards, then its
own membership shall be open to review and disciplinary action as if it had committed these
breaches itself.
acknowledge that it shall receive, as representative, only one copy of IRATA documentation and
shall be responsible for the distribution of copies of such documentation to its nominated offices
and companies.

The original representative member which is responsible for the other group members is
entitled to one vote only. The other group companies have no voting rights.
2.3 Probationary Membership
2.3.1 Types
The purpose of this category is to inform and guide companies with a view to preparing them
for full membership. Probationary membership shall be open to the following types of
organisations:
Operator:
Trainer:
Equipment Supplier:

Companies directly engaged in operations utilising industrial rope


access techniques (other than training).
Companies engaged in training personnel in all techniques of
industrial rope access.
Manufacturers and/or suppliers of equipment for use in industrial
rope access.

These shall be known as: Probationary Member (Operator); Probationary Member (Trainer);
Probationary Member (Equipment Supplier). It is permissible to be a probationary member of
more than one type of category.
2.3.2 Requirements
Applicants shall be expected to submit themselves for an IRATA Probationary Audit
before becoming a probationary member.
Probationary members shall apply and successfully complete an IRATA Full Audit
within twelve months of the first anniversary of their probationary membership, failing
which their membership shall be terminated and they shall be required to re-apply.
Companies wishing to apply for full membership must have first completed one year
as a probationary member in the type(s) of full membership required.
2.4. Individual Membership
2.4.1 Requirements
Individual membership shall be available for persons who do not fulfil the criteria for
full or probationary membership and who are engaged as IRATA membership
auditors, IRATA assessors, level 3 supervisors or other associated professional
persons. Membership will be granted at the discretion of the Executive Committee.
2.4.2 Qualification
This category of membership is not designed to cover training, operators or
equipment suppliers. Individuals who supply these services should apply for the
appropriate type of membership.
2.5. Subscription Membership
2.5.1 Requirements
Subscription membership is a papers-only membership available to organisations
world-wide that have an interest in industrial rope access.
2.5.2 Qualification
Subscription membership does not qualify such a member organisation to operate in,
train personnel in, or supply equipment for industrial rope access under the aegis of
IRATA. Prospective members wishing to provide such services should apply for the
appropriate type of probationary membership.
2.6 Audits
2.6.1 Procedure
There shall be audits of each category and type of membership defined in
the rules above. The audit shall be carried out by an IRATA auditor. Any
changes to the audit check list shall be developed by the Executive

Committee and approved by a simple majority of members at a general


meeting. In the case of group members, the audit applies to the original i.e. representative - member only.
2.6.2

Re-Audits
An IRATA Technical and Quality Audit will be undertaken on a full member each three
years. The Executive Committee may also request a re-audit or surveillance visit at
any time if it believes, with good reason, that the members standards have fallen
below those of the original audit. Such a request shall be notified and substantiated
to the member.

2.6.3

Quality Assurance/Quality Control


Where full members are registered to BSEN ISO9000 for the type of work covered by
their membership type, the audits carried out by the body monitoring BSEN ISO9000
are acceptable in place of IRATA Quality Audits, providing that evidence is given to
IRATA that the members BSEN ISO9000 procedures manual contains sufficient
reference to IRATA requirements for the auditors to be able to carry out a proper
assessment.

2.6.4

Non-compliance, non-conformance
Any non-compliances or non-conformances revealed by an audit shall be corrected
within 3 months. The member shall subsequently demonstrate that the above noncompliances or non-conformances are rectified within this time.

2.6.5

Costs
All costs of audits/surveillances shall be borne by the member except re-audits at the
request of IRATA which shall be paid by IRATA.

2.7.

2.8

IRATA Logo
Full members only may use the IRATA logo and then only if the membership status is
clearly stated directly beneath it. (e.g. Full Member Operator, Full Member Trainer
or Full Member Equipment Supplier ). Probationary members shall not use the
IRATA logo.
General
Membership is not transferable

3.

OBLIGATIONS
All members shall be obliged to:

3.1

Abide by the Memorandum and Articles of Association and any alterations made from time to
time therein and any Bye Laws of the Association for the time being in force. The members
signature to its application form shall be considered to be his agreement to be bound by those
requirements.

3.2

Pay the prescribed fees within the allotted time.

3.3

Ensure attendance by an appropriate representative at least 50% of the General meetings


within a 12 calendar month period.

3.4

Further the objectives of the Association to the best of its ability and follow the IRATA Code of
Ethics.

3.5

When carrying out industrial rope access operations follow the IRATA Guidelines for Safe
Working and use personnel who have been trained and assessed to IRATA, or equivalent,
standards.

3.6

Be reasonably involved with the workings of the Association and provide assistance to it. Such
assistance need not necessarily be continuous, or consist specifically of being on the
Associations Executive Committee and Sub-Committees. Where the Executive considers that
a member has had inadequate input into the Association over an extended period and has

unfairly left the onus of Association duties to be carried out by other members it shall notify the
member and consider it as a failure of the members obligations.
4.

CODE OF ETHICS
Member firms undertake to respect the rules of professional behaviour contained in this Code
of Ethics. They must accept only tasks for which they possess or have access to the necessary
competence and organisation and discharge their duties with complete fidelity.
They will:

Accomplish each task solely in the legitimate interest of the client;


Carry out their tasks with all reasonable skill, care and diligence;
Refrain from treating within staff or clients or other member firms in order to induce them to
enter their own service;
Inform the client of any links with the contractors, or other commercial interest which might
make their professional impartiality suspect;
Respect and properly apply the laws, regulations, technical rules and accepted professional
standards and must not accept contracts or instructions incompatible with such rules;
Respect the personal and professional dignity of employees, colleagues and other persons, and
the various persons or entitles with whom they deal.
Members will not:

Act so as to injure the professional reputation and prospects or business of another member
firm or organisation;
Make exaggerated or unjustified claims;
Offer to make payment, by way of commission or otherwise, for the introduction of business
except through accredited agents or brokers.

5.

CESSATION OF MEMBERSHIP

5.1

Membership of the Association shall cease if;

5.1.1 The member gives notice in writing of this intention to withdraw from the Association.
5.1.2 In the event of the receivership, administration, administrative receivership or winding up of a
member.
Any person or body who shall cease to be a member of the Association shall not be relieved
thereby from any liability of the Association in respect of any subscription which shall have
become payable by him before the date of his ceasing to be such a member unless the
Executive Committee shall otherwise determine.
5.1.3 He fails in his obligations per these Articles or otherwise substantially contravenes the
Memorandum, Articles of Association and any Bye Laws or special resolutions of the
Association.
5.1.4 He fails to pay his fees or subscriptions within 3 calendar months of the due date and the
subsequent 14 day notification period of the Association.
5.2

Cessation of membership shall not preclude the ex-member from subsequent re-application
and re-admission to membership at any time thereafter.

5.3

Withdrawal of membership per 5.1.3 shall only occur after the member has been notified of his
failures in writing, has been given the opportunity to present his explanations to the Executive,
the Executive has voted by a majority of 75% or more and that decision has been ratified by a
vote of 75% or more at the following General meeting.

5.4

Those whose membership has been withdrawn shall have the right of appeal per these Articles.

6.

PROCEEDINGS AND GENERAL MEETINGS

6.1

A General meeting shall be held once in every six calendar months, inclusive of the Annual
General Meeting, which shall be held once in every calendar year, not withstanding that
meetings may be up to 9 months apart and the total period in which any 3 meetings take place
shall not exceed 15 calendar months.

6.2

An Extraordinary General Meeting may be convened by the Executive Committee when they
see fit, or by the request of at least 10% of the membership to them.

6.3

Meetings shall be at such a time and place as the Executive Committee decide and be notified
to the membership at least 14 days in advance in writing, per Section 14 or 21 days for an
Extraordinary General Meeting which notice shall include an Agenda and any special
resolutions, changes to the Memorandum and Articles or Bye-laws.

6.4

A quorum at such meetings shall consist of at least 30% of the total voting membership. No
business at meetings shall be transacted if a quorum is not present and the meeting shall be
dissolved if a quorum is not present within one hour of the appointed time.

6.5

The Chairman of the Executive Committee shall preside as Chairman of the meeting, but if he
is not present within 15 minutes of the appointed time, the meeting may elect his deputy or
another Executive Committee member in his place.

6.6

Each voting member shall have one vote and no more. Only Full members shall have voting
rights. Each Full member shall be entitled to only one vote. However all members (Full,
Probationary, Individual and Subscription) shall be entitled to attend and speak at General and
Sub-Committee meetings and to receive the full information services of IRATA.

6.7

Votes may be given by voting members in person, or by their duly appointed proxies, in writing,
who shall be members, proprietors, directors or employees of member firm or its appointed
representative. Votes may also be cast in writing by post, provided that they are duly signed
and authorised by the member.

6.8

No member whose current fee or subscription is unpaid for more than 3 months beyond its due
date shall be entitled to vote.

6.9

Voting at meetings shall be by a show of hands and shall also include any valid written votes
received.

6.10 The following majorities shall be required at such General meetings:


All normal business, including but not limited to , the appointment of officers, election of
committees and acceptance of accounts - simple majority with the Chairman entitled to a
casting vote in the case of equality of votes.
Special Resolutions, changes to the Articles, Memorandum or similar at least 75% of the
voting Membership.
Bye-laws; 75% of the voting membership present at a General Meeting.
In the case of an equality of votes the Chairman shall have a casting vote.
6.11 Notwithstanding resolutions carried at General or other Meetings of Executive Committee and
Committees, a poll, or ballot, of all the voting members may be requested in writing or at
meetings, if supported by at least 20% of the total voting members of the Association. Such
polls shall be administered by the Secretary and Executive Committee, and such polls shall be
in writing by post. Voting rights and majorities shall be per these articles. Members shall be
allowed 14 days from receipt of notification for reply and all members shall be advised in
writing of the result and the names of members who replied.

6.12 The demand for a poll shall not prevent the continuance of a meeting for any business other
that that on which the poll has been raised.
6.13 The Annual General Meeting shall, as least;


Elect the Executive Committee and its Chairman and Vice-Chairman.


Appoint a Secretary (who shall not be a member).
Consider and approve, if satisfied, the audited accounts presented.

6.14 Proper minutes of General Meetings shall be made and circulated to all members.
7.

MANAGEMENT AND THE EXECUTIVE COMMITTEE

7.1

There shall be an Executive Committee which shall be elected at the Annual General Meeting
and shall consist of: A Chairman who shall be chosen from the Full Membership and shall hold office for one
year.
A Vice Chairman, who shall be from the full membership and automatically become
Chairman in the following year.
The Immediate Past Chairman
Chairmen of the Sub-Committees.
Up to four further members, who shall be chosen from the voting membership.

7.2

Retiring Council members may be re-elected up to a maximum period of 5 years, including the
original year.

7.3

Not more than one representative of a member company, group of companies or organisation
shall be on the Executive at any one time.

7.4

The membership of the Executive shall reasonably be representative of the Associations


membership and no one category of membership shall be excessively represented.

7.5

The Executive may continue to act if its membership is reduced by death, retirement or
otherwise, to not less than 4. The Executive shall have the authority to co-opt a replacement in
the event of numbers being reduced below this.

7.6

The quorum necessary for transaction of Executive business shall be a minimum of 4.

7.7

Meetings of the Executive shall be held at least twice a year, or as the Executive sees fit and
called by the Secretary on requisition of at least 3 members of the Executive. At least 14 days
clear notice of the meetings, date and time shall be given to members of the Executive.

7.8

Each Executive member shall have one vote and in the case of equality of votes the Chairman
shall have a casting vote.

7.9

All members of the Association shall be entitled to attend, but not vote, at Executive meetings
and all members of the Association shall receive copies of the minutes of the Executive
meetings. Members shall be entitled to request and receive one copy of any specified aspect
of the Associations Administration. For the avoidance of doubt such copies shall be one-off
items per request and, apart from Minutes etc. as provided for in these Articles, shall not be
regularised.

7.10 The day to day management of the Association shall be vested in the Executive and shall have
the power to carry out such business, including but not limited to, administration of property, of
membership and application, issuing of and payment of bills, publicity, correspondence with
members, other Association and public bodies and other such business as may in accordance
with the objects of the Association and its Memorandum and Articles.

The Executive is elected to carry out the wishes of the Associations members and shall at all
times act in the best interest of the Association and within the stipulations of the Associations
Memorandum and Articles of Association. It shall not be entitled to; change the Memorandum
and Articles, make or alter Laws or act in contravention of the Association; objectives,
Memorandum and Articles or commit to liabilities or expenditure which are beyond the financial
resources of the Association. If in doubt of its powers to act on a given subject the Executive
shall refer it to the next General meeting. All decisions taken by the Executive which may
significantly affect the business and operation of the Association shall be ratified at a General
meeting.
7.11 The Secretary, who is appointed by the Annual General Meeting, shall assist the Executive and
be remunerated on such terms as the AGM shall determine. He shall collect all fees and
subscriptions, administer accounts and assist the Executive as they request.
Other officers, servants or advisors may be appointed or engaged by the Executive if
reasonably required at such times as they may reasonably see fit.
7.12 The Executive shall specify financial committal and cheque authorisation limits for its
members, servants, officers and the Secretary.
7.13 Any Executive Committee member(s) may cease to be or be removed as members if:

They cease to be members of the Association or the representative of a member of the


Association.
They are found lunatic or of unsound mind.
By notice in writing if they resign,
They are removed by a 75% or greater vote at a General meeting.

7.14 Any acts carried out by the Executive shall be invalidated if it shall be subsequently discovered
that there was some defect in procedure, appointment or other contravention of the
Associations Memorandum and Articles.
7.15 The Executive may appoint and delegate business to appropriate sub-committees, the
establishment of which shall require approval by a General meeting. Any such business
transacted or decided by such Committees may not be validated or issued directly by them but
shall be by presentation or recommendation to the Executive for approval or onpass to a
General meeting for approval as may be required by these Memorandum and Articles of
Association.
7.16 The Executive may transact its business in writing where appropriate. Any such resolution shall
be signed to by all Executive Committee members and shall be effective as if voted on at a
Executive Committee meeting.
7.17 The Executive shall make proper minutes of its meetings and they shall be signed by the
Chairman as evidence of the facts therein and copies distributed to all members of the
Association.
7.18 The Chairman shall preside at Executive meetings. If he is not present within 30 minutes of
the due time, his Vice Chairman shall act in his place. If neither is present the meeting shall
chose one of their number to be Chairman of the meeting.
7.19 The Executive Committee shall be considered as Directors, as appropriate under the provisions
of the Act.
7.20 Any member of the Executive shall be obligated to declare any vested interests in matters then
under consideration by the Executive Committee upon which declaration Executive shall
consider and vote upon whether said member shall be entitled to vote upon the matter in which
he has declared his vested interest.
8.

FINANCIAL

8.1

In accordance with the Act, Section 221 and 223, the Association shall keep proper accounting
records including but not limited to;
a) Its assets and liabilities
b) Sums of money received and expended
c) All its sales and purchases

8.2

The Association shall not continue in business if deemed to be insolvent. Such insolvency
shall be judged by the Executive Committee who shall notify the membership and call
meetings or poll as appropriate within 7 days.

8.3

All financial transactions of the Association shall be via a bank account. Authorisation of
payments, liabilities and billing shall be in accordance with the Executive Committee specified
authorisation limits.

8.4

The books of accounts shall be kept at the Office or (subject to Sections 221(4) and 222(2) of
the Act) at such other place or places as the Executive Committee shall think fit and shall
always be open to inspection by the members of the Association.

8.5

Once at least in every year the Executive Committee shall lay before the Association in
General Meeting an income and expenditure account for the period since the last preceding
account or in the case of the first account since the incorporation of the Association made up to
a date not more than six months before such meeting together with a balance sheet made up
as the same date. Every such balance sheet shall be accompanied by a report of the
Executive Committee and a report of the Auditors and a copy of such account balance sheet
and reports shall not less than twenty-one clear before the meeting to sent to all persons
entitled to receive notices of General meetings in the manner in which notices are hereinafter
directed to be served. The Auditors Report and a copy of such account balance sheet and
reports shall, not less than twenty-one clear days before the meeting, be sent to all persons
entitled to receive notices of General meetings in the manner in which notices are hereinafter
directed to be served. The Auditors report shall be read before the meeting and shall be open
for inspection as required by Section 241 of the Act.

9.

AUDIT

9.1

Once at least in every year the account of the Association shall be examined and the
correctness of the income and expenditure account and balance sheet ascertained by one or
more duly qualified auditors.

9.2

Auditors shall be appointed annually and their duties regulated in accordance with Section 384
to 389 of the Act, the Executive Committee being treated as the Directors mentioned in those
sections.

9.3

The financial year of the Association shall end in each year on 31 March.

10.

SEAL

10.1 The Association shall provide a seal which shall be administered by the Executive Committee
and its Secretary and affixed as appropriate.
11.

CONTROL AND ARBITRATION

11.1 All members shall receive a copy of the Memorandum and Articles of Association and all
changes to it or Bye-Laws made, plus copies of the minutes of Executive Committee and
General meetings.
11.2 All members, applicants, clients and others shall be entitled to register a complaint or appeal
and request arbitration and review of such complaint or appeal. Such complaints or appeals
may refer to but not necessary be limited to, decisions of the Executive Committee and
Association, membership application and actions of its members.
Upon receipt of a complaint or appeal the procedure in Clause 11.3 following

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11.3 Appeals and Complaints Procedure


11.3.1 A complaint or appeal alleging unfair treatment or a breach of the Rules of the Association may

be permissible from any bona fide source including a Member, applicant or client. The
Executive Committee will ensure that improper or vexatious claims are excluded from
consideration.
11.3.2 All complaints and appeals must be made in writing to the Secretary.
11.3.3 The Secretary will notify the member, company or individual concerned that an appeal or

complaint has been received. He will also notify the Executive Committee in writing.
11.3.4 The member will respond to such notification by an explanation in writing to the Secretary for

consideration by the Executive Committee.


11.3.5 The Executive Committee shall:

Acknowledge receipt of the complaint or appeal.


Appoint an ad hoc committee, comprising of three members, to investigate the appeal or
complaint, who may seek external advice as considered appropriate.
11.3.6 Recommendations will be submitted within an agreed time scale to the Executive Committee

and enforced or amended as appropriate with due regard to all the circumstances.
11.3.7 If the complaint is against a member who fails to satisfy the Executive Committee in respect of

the cause, responsibility or remedial action required and undertaken, then the Executive
Committee will take further action t protect the interest of the Association.
11.3.8 In the event that discussions with the complainant do not lead to a satisfactory conclusion the

matter will be referred to the next General meeting for agreement by the Members of the action
to be taken.
11.3.9 The Executive Committee will maintain contact with the Complainant if considered appropriate

by the Chairman.
11.3.10 All complaints received will be dealt with in strict confidence until such time that they require

consideration by the General meeting.


11.3.11 A normal time limit of 9 months maximum shall be set for dealing with appeals and

complaints. Being a period of 3 months for initial handling by the Executive followed by
referral to the next General Meeting. The Executive shall be obligated to use its best efforts to
resolve matters within the limit and to automatically refer the matter to the next General
Meeting if there is any possibility that the limit could be exceeded.
11.3.12 Once the above procedure has been exhausted and carried out to its limit complainant shall,

if he so wished, have the right of final appeal using a repeat of the above procedure but
whereby the ad-hoc committee of 3 Association members per clause 11.3.5(b) shall be
replaced by a panel of 3 persons who shall be suitably qualified but independent of the
Association.
11.3.13 The Association shall be obliged to suitably act upon the result and recommendations

following from the investigation of all complaints and appeals.


12.

INDEMNITY AND RESPONSIBILITY

12.

In the execution of the objects hereof no officer of the Association shall be liable for any loss to
the property of the Association arising by reason of any improper investment made in good
faith (so long as he shall have sought professional advice before making such investment) or
for the negligence or fraud of any agent employed by him or by any other trustee hereof
although the employment of such agent was strictly not necessary (provided reasonable

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supervision shall have been exercised) or by reason of any mistake or omission made in good
faith by any officer hereof or by reason of any other matter or thing other than wilful and
individual fraud on the part of the officer who is sought to be made liable.

13.

BYE-LAWS

13.1 The Association shall have power in its discretion from time to time to make Bye-laws or
regulations for the internal or domestic organisation of the Association and to add to amend
alter or repeal any Bye-laws or regulations so made. Such Bye-laws or regulations shall require
a vote of at least 75% of the members present at a General meeting.
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NOTICES

14.1 A notice may be served by the Association upon any member either personally or by sending it
through the post in a prepaid letter addressed to such members at his registered office address
as appearing in the Register.
14.2 Any notice if served by post shall be deemed to have been served on the day following that on
which the letter containing the same is put into the post and in proving such service it shall be
sufficient to prove that the letter contained the notice was properly addressed and put into the
post office as a prepaid first class letter.
15.

WINDING UP

15.1 The provision of Clause 4 of the Memorandum of Association relating to the winding up or
dissolution of the Association shall have effect and be observed as if the same were repeated
in these Articles.
15.2 The Association may be dissolved by a vote of not less than 75% of its voting members
present at a General Meeting of which 30 days clear notice of the meeting and its resolution of
intent has been given.

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NAMES, ADDRESS AND DESCRIPTIONS OF SUBSCRIBERS


TO THE ARTICLES OF ASSOCIATION
1.

G Burnett

Technical Director

48 Station Road
Hednesford
Staffordshire
WS12 4DL
2.

D Hawthorn

Managing Director

Quebec
Glen Tanar
Aboyne, Aberdeenshire
AB34 5EU

Dated this.........day of

1997

Witness to above Signatures:


John G Fairley
Pine Edge
Latchwood Lane
Lower Bourne
Farnham, Surrey
GU10 3HB

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