Annex 1: TTF Memorandum of Association

THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF TIMBER TRADE FEDERATION LIMITED

1. The name of the Company (hereinafter called “TTF” or “the Federation”) is “Timber Trade Federation Limited”.

2. The Registered Office of the Federation will be situate in England.

3. The objects for which the Federation is established are :-

a) To promote and protect trade in timber and products thereof and to support and protect the character, status and interests of its members.

b) To encourage good forestry practice and the maintenance of all forest resources on the principles of sustained yield management in the interests of the environment.

c) To acquire and take over upon such terms as may be arranged all or any of the property, assets or liabilities of the organisation called The Timber Trade Federation, which may be lawfully acquired or taken over by this Federation.

d) To establish, monitor and enforce among its Members through the adoption and implementation of Codes of Conduct and practice appropriate technical, commercial, ethical and environmental standards. (Amended by special resolution at EGM of the Federation held on 18 April 2002)

e) To provide facilities for the legislature and public bodies and others to confer with and ascertain the views of persons engaged in the Trade as regards matters directly or indirectly affecting the Trade, and to initiate support and watch over, and, if necessary, to petition Parliament or promote deputations in relation to general measures affecting the Trade, and to support or oppose and effect changes and improvements in the commercial laws, and to communicate with Chambers of Commerce and other mercantile and public bodies, and to concert and promote measures for the protection and advancement of the Trade, and to institute support or oppose any actions, claims or proceedings, whether financially or otherwise, by any person firm or corporation whether in arbitration or before any Court, Tribunal or other judicial body which may affect the interests of the Trade.

f) To provide and/or procure facilities for any analysis and examination of timber and products thereof and the ascertainment and certification of the results thereof, and to receive, take or make up and supply standard samples of any such commodities.

g) To obtain any provisional order or Act of Parliament for enabling the Federation to carry any of its objects into effect and to institute, promote, support or oppose legislative or other measures or proceedings affecting the interests of the Trade and generally to consider questions affecting the Trade.

h) To promote the interests of the Federation and its members and for this purpose to deal with any persons, bodies, authorities or organisations.

i) To promote and encourage public interest in all matters relating to timber and products thereof in any manner which may be calculated to advance the interests of the Trade.

j) To assist, promote, establish and contribute to conferences, seminars, lectures, symposia, trade fairs and exhibitions which may be calculated, directly or indirectly to benefit the Trade and the persons engaged therein.

k) To assist, encourage, support and contribute to research and development work in connection with timber and products thereof.

l) To provide and/or procure facilities for training in connection with timber and products thereof.

m) To promote the development of the utilisation of timber and products thereof, and to arrange methods of co-operation between various sections of the Trade and related trades and industries with that end in view.

n) To promote improvement in the cultivation, packaging, storage, marking, handling, quality, transportation and distribution of timber and products thereof.

o) To collect, compile and circulate statistical and other information relating to the Trade.

p) To provide facilities for the settlement of disputes by arbitration or to appoint arbitrators in the settlement of disputes arising out of transactions in or relating to the Trade.

q) To enter into any arrangement with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the objects and purposes of the Federation, and to obtain from any such government or authority any rights, privileges and concessions necessary or convenient for the purposes of the Federation, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

r) To purchase, take on lease, or in exchange, hire, borrow or otherwise acquire any real or personal property, and any rights or privileges necessary or convenient for the promotion of its objects and to construct, maintain and alter any property, buildings or erections necessary or convenient for the work of the Federation.

s) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Federation as may be thought expedient with a view to the promotion of its objects.

t) To borrow or raise money for the purposes of the Federation on such terms and on such security as may be thought fit.

u) To invest the moneys of the Federation in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

v) To procure the Federation to be registered or recognised in any country or place.

w) To establish, undertake, superintend, administer and contribute to any charitable or benevolent fund from whence may be made donations or advances to deserving persons who may be or have been engaged in the Trade or related to or connected with any person who may be or has been engaged therein and to contribute to or otherwise assist any charitable or benevolent institutions or undertakings.

x) To create and administer funds from which may be granted pensions, allowances, gratuities or bonuses to employees or ex-employees of the Federation or its predecessors in business; or

y) To make, accept, endorse, discount and execute promissory notes, bills of exchange and other negotiable instruments.

z) To establish or promote or concur in establishing or promoting any other company or organisation whose objects shall include the acquisition and taking over of all or any of the assets and liabilities of, or shall be in any manner calculated to advance directly or indirectly the objects or interests of this Federation, and to acquire and hold shares, stock or securities of, and guarantee the payment of the dividends or capital of any shares or stock or the interest or principal of any securities issued by or any other obligation of any company promoted by this Federation or in which this Federation may be interested.

aa) To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licences, easements and other rights in respect of, and in any other manner deal with or dispose of the undertaking of the Federation or any part thereof, or all or any of the property for the time being of the Federation, and for any consideration, whether in cash or in shares (fully or partly paid), debentures, debenture stock or other interests in or securities of any company, or otherwise.

bb) To amalgamate with any other company or organisation whose objects are or include objects similar to those of this Federation, whether by sale or purchase (for fully or partly paid shares or otherwise) of the undertaking, subject to the liabilities of this or any such other company as aforesaid, with or without winding up, or by purchase (for fully or partly paid shares or otherwise) of all the shares or stock of any such other company, or in any other manner.

cc) To carry on any business or activity which may seem to the directors capable of being conducted directly or indirectly for the benefit of the Federation or its members.*

dd) To do all or any of the above things in any country or place, and either as principals, agents, trustees, contractors or otherwise, and either alone or in conjunction with others, and either by or through agents, sub-contractors, trustees or otherwise.

ee) To introduce any reforms and undertake any arrangements which from time to time may commend themselves to the Federation with a view to promoting and protecting commercial and other useful objects connected with the Trade, and generally to do all such other lawful things as may be conducive or incidental to the attainment of the above objects or any of them.

Provided that:-

i. In case the Federation shall take or hold any property which may be subject to any trusts, the Federation shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

ii. In case the Federation shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales or Secretary of State for Education and Science the Federation shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Governing Board of the Federation shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects, and defaults and for the due administration of such property in the same manner and to the same extent as they would as such Governing Board have been if no incorporation had been effected, and the incorporation of the Federation shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners or the Secretary of State for Education and Science over such Governing Board of the Federation but they shall as regards any such property be subject jointly and separately to such control or authority as if the Federation were not incorporated.

4. The income and property of the Federation howsoever derived shall be applied solely towards the promotion of the objects of the Federation 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 the Members of the Federation. Provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Federation, or to any Member thereof, or to any other person in return for any services actually rendered to the Federation, including the granting of pensions and allowances to any such Officers or servants (not being Members) or their dependants, nor prevent the repayment to any Member of the Federation of any money borrowed by the Federation from any Member and for the purposes thereof, with interest at a reasonable commercial rate, nor the payment of reasonable and proper rent to any Member for premises demised or let to the Federation, nor prevent the bona fide relieving or assisting pursuant to paragraph (x) of clause 3 hereof, the widows or families of deceased employees of the Federation, where there are necessitous circumstances in the opinion of the Governing Board of the Federation.

5. The liability of the members is limited.

6. Every Member of the Federation undertakes to contribute to the assets of the Federation in the event of the same being wound up during the time he is a Member, or within one year afterwards, for payment of the debts and liabilities of the Federation contracted before the time at which he ceases to be a Member, and of the costs, charges and expenses of winding-up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding £100.

* This clause was inserted by a special resolution passed at the Annual General Meeting of the Federation held on 12th July 2000. The same resolution also provided for the words ‘Board of Management’ wherever they appeared in the memorandum of association to be replaced with the words ‘Governing Board’.