1. In the interpretation of these articles, unless there is something inconsistent with the subject or context :

(a) "The Society" means "Industrial Diamond Association of India".

(b) "Member" means and include any individual firm or Company who is for the time being duly elected a Member of the Society or a duly appointed nominee or representative of such member and includes Ordinary Member or Associate Member.

(c) "Committee" or 'Executive Committee" means the members for the time being of the Executive Committee of the Society constituted in the manner prescribed by these Rules.

(d) "Member of the Committee" means a member of the Society for the time being elected to the Executive Committee in manner prescribed by these Rules.

(e) "In Writing" or "Written" include words printed, typewritten, lithographed or reproduced in any manner in a visible form.

(j) Words importing the Singular number also include the plural number and vice-versa.

For the purpose of registration the number of members of the Society is declared to be unlimited.

There shall be the following classes of members :

(a) Ordinary Members

(b) Associate Members

4. The Executive Committee may at any time create different classes of members and may provide for their entrance fees and annual membership subscription and define their rights and privileges. The Executive Committee shall further in special case, have the power to allow any person firm, company or corporation to become a member of the Society for such purposes and subject to such conditions and upon payment of such sums as the Executive Committee may, in their absolute discretion, think fit. In such case the Executive Committee shall have the power to and may dispense with payment of entrance fee.

5. Any Person, firm or company having an established place of business in India and who deals with Industrial Diamonds either as a manufacturer, importer, exporter, owner or industrial diamond product manufacturer or agent of any or all of them, shall be eligible for membership as an Ordinary Member of the Society. Provided an application as herein after provided is made and accepted by the Executive Committee.

6. An Ordinary member having a branch in India and all others connected within the manufacturer, use and marketing of industrial diamonds shall be eligible to be an Associate Member. The Associate Member shall have a right to participate but shall have no right to vote at any General Meeting of the Society.

7. ADMISSION OF MEMBERS :

Any person, firm or company referred to in Rule 5 hereof, who desires to be admitted as any ordinary member of the Society shall apply in writing to the Society signifying his or their intention to become an Ordinary Member of the society and inter alias stating the names of not more than 2 persons he or they intend to nominate as his or their representatives to attend and vote at the meetings of the Society. The Society shall thereupon forward to the said person, firm or company, as the case may be, a questionnaire to be filled in and forwarded to the Society duly signed together with the sum of Rs.1500/- as entrance fee and RS. 1000/- as the Annual member subscription fees.

8. In case of any person, firm or company referred to Rule 5 hereof who desires to be admitted as Associate Member of the Society, such person, firm or company as the case may be shall apply in writing to the Society signifying his or their intention to become Associate Member and inter alias stating the name of not more than 2 persons he or they intend to nominate as his or their representative to attend at the meeting of the Society. The Society shall thereupon forward to the said person, firm or company, as the case may be, a questionnaire to be filled in and forwarded to the Society duly signed together with the sum of RS. 1000/- as entrance fee and RS. 750/- as the Annual Associate Members subscription fees.

9. The application and the questionnaire referred to in Rule 7 & 8 hereof shall be considered by the Executive Committee who shall have the absolute power and discretion to accept or reject the application without being bound to give any person.

10. In case the application referred to in Rules 7 & 8 hereof is rejected, the entrance fee and the annual subscription fees forwarded with the said application shall be refunded to the said person, firm or company as the case may be.

11. All subsequent annual membership subscription shall be payable by all members on the first day of January each year.

12. COPY OF THE MEMORANDUM AND ARTICLE OF ASSOCIATION
Upon payment of the entrance fee and other annual membership subscription, every member shall be entitled to get a copy of the Memorandum of Association and Rules and Regulations of the Society. Any extra copy will have to be paid for. The Executive Committee may refuse to supply more than one extra copy to a Member. No member shall be absolved from the operation of the Memorandum of Association and Rules and Regulations of the Society on the plea of not having received a copy thereof.

13. ENROLLMENT AND REPRESENTATION BY NOMINEES

Members shall be enrolled in the name under which they carry on their business and shall be represented at the meeting of the Society by any one of the two persons nominated by them as their representative in their applications for membership. No member shall nominate more than 2 persons at a time. Only one of the two nominees appointed by a member shall be entitled to exercise all or any of the rights and privileges of the membership as regards the attendance and voting at meetings and otherwise generally as effectually as the member represented by him, but the 2 nominees for the same member or a member and his nominees shall not be entitled to do so simultaneously. The nomination made in the application may subsequently be altered from time to time by notice in writing to the Secretary but so that the aforesaid limit is not exceeded. The nomination will become effective after the Secretary has acknowledged the receipt by him of the writing containing the nomination.

14. In the event of a Member being admitted as a member and it appearing subsequently at any time to the satisfaction of the Executive committee, that any statement contained in the Questionnaire given under Rule was incorrect in any material particular or that any material particular was omitted there from, the Executive committee may cancel his membership and he shall thereupon cease to be Member of the society, but may with the permission of the Executive committee be proposed and seconded again and if so proposed and seconded and duly elected and may at the discretion of the Executive committee be excused from payment of entrance fee, if any, payable by him if the same shall have already been paid.

15. Every member shall forthwith notify in writing to the Secretary and change of address and name of any substituted nominee appointed by the member and sanctioned by the Executive Committee and the alterations shall be immediately entered in the Register by the Secretary.

(a) is adjudicated or adjudged an insolvent.

(b) is convicted by court of the criminal offense involving moral turpitude.

(c) becomes of unsound mind or physically unfit or unable to act as such.

(d) resigns, retires or ceases to be a member of the Society.

(e) In case a member is a Company or Corporation, a resolution (otherwise than voluntary for the purpose only of reconstruction) shall have been passed or an order made by a competent Court for winding up of such Company or Corporation.

A Member whose subscription is in arrears after intimation in writing by the Secretary of the Society for payment thereof shall not be entitled to be present or vote at any meeting of the Society and any member whose subscription of any part thereof shall be three months overdue after the aforesaid notice by the Secretary may, by a resolution of the Executive Committee, be excluded from the membership of the Society and shall forthwith upon such resolution being passed cease to be a member of the Society and forfeit all his interest and privileges of membership, but the arrears shall remain a debt due to and recoverable by the Society.

18. Any Member may withdraw from the Society at anytime in any year by giving not less than one calendar months notice in writing to the Secretary of the Society of the intention of such member to do so and upon the expiration of the period of notice, such member shall cease to be a member and he or they shall not be entitled to any refund of subscription of that year and if he has not already paid the same he shall be liable to pay the same.

19. A firm shall not cease to be member by reason only of change in the constitution of the firm occasioned by admission, retirement or death of a partner provided the business of the firm is continued in the conventional name in which such firm was elected a member. At the discretion of the Executive Committee any firm, Company or Other Corporation shall cease to be a member upon any change in its status, constitution and/or conventional or corporate name.

20. A member ceasing to be a member by any means shall forfeit all rights to or claims upon the Society but shall nevertheless remain liable for and shall pay to the Society all moneys which at the time of such member ceasing to be a member may be due from such member to the Society.

The business and affairs of the Society shall be carried on and managed by the Executive Committee who may pay all expenses incurred in promoting and registering the Society and may exercise all such powers and authorities of the Society as are not by any statue or by these rules and regulations specifically required to be exercised by the Society in General Meeting, subject nevertheless to any provisions of this rules and regulations and to the provisions of any statue and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Society in General Meeting, but no regulations made by the Society in General Meeting shall invalidate any prior act of the Executive Committee which would have been valid if such regulations had not been made.

22. The Executive Committee shall be constituted of not more than 7 elected members and not less than 5 elected members. The Executive Committee aforesaid shall be at liberty to co-opt from amongst the members of the Society two members to be members of the Executive Committee and such members shall on such co-optation be members of the Executive Committee.

23. The Executive Committee so constituted as aforesaid shall elect from amongst themselves the President and a Vice-president.

25. The Executive Committee shall remain in office until the 1st Annual General Meeting when they shall retire but shall be eligible for re-election and thereafter at all the subsequent Annual General Meetings every member of the Executive Committee shall retire from office but shall be eligible for re-election.

26. No person shall become or remain a member of the Executive Committee who holds any paid office in connection with the Society.

27. Casual vacancies on the Executive Committee may be filled up by the Executive Committee.

28. Any person elected by the Executive Committee to fill a casual vacancy on the Executive Committee shall hold office only while the person in whose place he is elected would have held office.

29. No member of the Executive Committee shall vote on any matter in which he is personally interested peculiarly or otherwise.

30. The Executive Committee shall have full Power and Authority to do all acts, matters, thing and deeds which may be necessary or expedient for the purpose of the Society and (without in any manner derogating from the generality of their Powers under these rules and regulations or any other rules and regulations or otherwise) in particular, the following :

(a) To look after, manage, supervise, the management of the assets and the properties of the Society and to expend moneys required for the purpose;

(b) To prepare and submit to the Annual General Meeting an audited Statement of Account and Report of the previous year;

(c) To pay all rates, rents, taxes, salaries and remuneration of the employees of the Society;

(d) To fix, collect, increase or decrease the rents of any of the properties belonging to the Society;

(e) To invest the funds of the Society in Banks in Fixed Deposits or Shares or Debentures of Limited Companies or in the purchase of moveable properties or on the securities created by the 1st Legal Mortgage in favor of the Society and to vary or transpose such investments from time to time.

(f) To fill in vacancies, to make appointments, to direct transfer retirements and to give promotions, increments, honorariums and to grant leave and extension of the service and reduce salary and to award punishment or to dispense with the service of an employee under the Society and to do such other general work in connection with the staff of the Society as may be necessary.

(g) To make necessary arrangements for and in respect of tournaments, gatherings, sports and socials.

(h) To carry out the necessary repairs to any of the properties of the Society.

(i) To invite and accept donations and subscriptions with or without any conditions.

(j) To appoint any Committee or Sub-Committee as and when necessary and with such powers as the Executive Committee may deem fit.

(k) To admit or reject members and accept resignations of the members.

(l) To acquire in the name of the Society by gift, purchase, exchange, lease or hire or otherwise and howsoever any lands, buildings, easements, rights of common or privileges for the purpose of the society.

(m) To build, construct and maintain houses and buildings and to pull down alter, extend and improve and repair any existing buildings of the Society.

(n) To borrow or raise money which may be required for the purpose of the Society upon Bonds, Debentures, Promissory Notes or other obligations and securities of the Society or by Mortgage or Charge on the properties of the Society subject to the sanction of the members in the General Meeting.

(o) To amalgamate the Society with any Association, Society or Institution having objects altogether or in part similar to those of this Society subject to the sanction of the members in the General Meeting.

(p) To make and from time to time repeal or alter bye-laws as to the management of the Society and the affairs thereof and as to the management of its assets of properties and as to the duties of any officers, employees or servants of the Society and as to the conduct of the business of the Executive Committee or any Committee or Sub-Committee appointed by the Executive Committee or as to any of the matters or things within the Power or under the control of the Executive Committee provided that the same shall not be inconsistent with the Memorandum of the Association or Rules and Regulations of the Society.

(q)To negotiate and enter into contracts on behalf of the Society and to vary and rescind such contracts.

(r) To delegate any of the powers of the Executive committee to any officer or sub-committee or committee.

(s) To expand funds of the society in such manner as the Executive committee shall consider most beneficial for the purposes of the society.

(t) To do all such acts and things as are incidental or conclusive to the attainment of the above powers or any one or more of them or to the objects specified in the Memorandum of the Association.

31. The Executive Committee may from time to time appoint any committees or Sub-committees (consisting wholly or partly of members of their own body and/or others) as they may think fit and may delegate any of their Powers to them and prescribe the functions of and the procedure at any such Committee or Sub-Committee.Either the President or the Vice President shall always be appointed as a member of every such Committee or Sub-Committee.

32. The Executive Committee may meet for the dispatch of business adjourn and otherwise regulate their meetings as they may think fit.

Three members present in person shall be a quorum. The Executive Committee may at any time and the Secretary shall upon the request in writing of two members of the Executive Committee summon a meeting of the Executive Committee.

Notice of every meeting of the Executive Committee stating the general particulars of all business to be transacted at such meeting shall be delivered or sent by post to each member of the Executive Committee at his last known address at least 3 days before the meeting, but the proceedings of any meeting shall not be invalidated by any irregularity in respect of such notice or by the accidental omission to give or non-receipt of any member by reason of any business being considered which is not comprised in such general particulars.

33. The Minutes of every meeting of the Executive Committee shall be read at the next meeting thereof and deemed to be taken as read if circulated prior to the said next meeting and shall be confirmed either with or without amendment.

34. The continuing members of the Executive Committee may not withstanding any vacancy in their body but if and so long as their number is not reduced below the number fixed by the Rules and Regulations by the Society as the necessary quorum of members of the Executive Committee act for the purpose of increasing the number of the members of the Executive Committee to that number or of summoning a general meeting of the Society, but for no other purpose.

35. All acts done by any meeting of the Executive Committee or by a Committee or Sub-Committee appointed by the Executive Committee or by any person acting as a member of any Committee or Sub-Committees shall notwithstanding that it be afterwards discovered that there was some defect in the appoint ment of any such Committee or Sub-Committee or persons acting as aforesaid or that they or any of them were or was disqualified be as valid as if every such person had been duly appointed and was qualified to be a member of any Committee or Sub-Committee.

36. A resolution unanimously passed by the members of the Executive Committee present at the Registered Office of the Society without any meeting of the Executive Committee and evidenced under the signatures of all members of the Executive Committee present thereat shall be valid and effective as a resolution passed at a meeting of such Executive Committee duly called and held.

37. Any interpretation by the Executive Committee of the Memorandum and Association and the Rules and Regulations and bye-laws of the Society for the time being shall be final and binding upon the members.

38. A General Meeting of the Society may be ordinary or extra ordinary.

The Annual General Meeting of the Society referred to in Rule 39 hereinafter shall be called "the Ordinary General Meeting". All other meetings shall be called Extraordinary.

39. The Annual General Meeting shall be held once in every year at such time and place and hour as the Executive Committee shall determine and not more than 15 months shall elapse between the date of one Annual General Meeting and the next.

40. An Extraordinary General Meeting may be convened by the Executive Committee on its own motion or upon a requisition made in writing either by the President or by not less 3 members of the Society entitled to vote. Such requisition shall specify the object of the meeting proposed to be called and must be signed by all the requisitionists and shall be delivered at the office of the Society.

41. On receipt of the requisition, the Executive Committee shall forthwith proceeded to convene an Extraordinary General Meeting.

42. If within a fortnight from the date of the delivery of the Requisition, the Executive Committee fails to convene an Extraordinary General Meeting, the President or the requisitionists themselves may convene such meeting within one month from the date of the delivery of the such requisition.

43. Fifteen clear days notice specifying the place, date, hour and nature of the business shall be given to the members by post or hand delivery to their respective addresses registered with the Society, of any General Meeting whether ordinary or extraordinary but the accidental omission to give or non-receipt of such notice by such member shall not invalidate the proceedings at any General Meeting.

44. Five members present in person and entitled to vote shall form a quorum at any General Meeting. No business shall be transacted at the said meeting unless the prescribed quorum is present. If at an Extra Ordinary General Meeting, there is no quorum within 15 minutes from the hour fixed, the meeting shall stand dissolved. If at an Annual General Meeting there is no quorum within 15 minutes from the hour fixed, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day to be fixed by the President and to be communicated to the members by three clear days' notice. At such adjourned meeting if no quorum is present, the members present shall form the quorum but no business other than that specified in the notice shall be transacted at such meeting.

(a) To receive and to adopt the audited Statement of Accounts and the Annual Report of the Society.

(b) To elect every year the requisite number of members of the Executive Committee.

(c) To appoint an Auditor or Auditors for the ensuing year and fix their remuneration.

(d) To transact some other business which may be brought before the meeting by the Executive Committee.

46. The President of the Society shall conduct and regulate all meetings of the Society, the Executive Committee and any Committee or Sub-Committee of which he may be a member and his meetings on any point of order and decision as to the results of the voting shall be final and conclusive. The President shall, in addition to his rights of voting as a member have a casting vote in case of a tie. In the absence of the President, the Vice-president shall preside at all General Meetings and Meetings of the Executive Committee and exercise all such powers. In the absence of the President and the Vice-president the members present shall elect a Chairman for the meeting from among themselves and such Chairman also shall have exercise all such powers.

47. Any number not less than three-fifth of the members present at the meeting convened for the purpose may determine that the Society shall be dissolved whether forthwith or at any future time then agreed upon.

48. If on the dissolution of the Society there shall remain after the satisfaction of its debts and liabilities any property whatsoever not impressed with any Trust, agreed between the Society and the donor and donors, the same shall not be paid or distributed among the members of the Society or any of them but shall be given to some other Society or Institution working for the same or similar objects as those of the Society, to be determined by the votes of not less than three-fifth of the members present in person and entitled to vote at the meeting convened for the purpose or in default thereof, by the principal Court of Original Civil Jurisdiction of the District in which the Office of the Society is situated.

49. Every member of the Executive Committee and every other Officer for the time being of the Society, shall be indemnified out of any funds of the Society against all losses and expenses incurred in the discharge of his duties except such as shall happen through his own willful negligence or dishonesty and each one shall be chargeable only for such moneys, funds or properties as he shall himself actually receive in the discharge of his duties unless the same shall happen through his own dishonesty or willful negligence.

50. No member shall have more than one vote at any of the meetings of the Society, the Executive Committee or any Committee or Sub-committee except that in the case of equality of votes as mentioned in Rule 46 above the President or the Chairman shall have a casting vote.

51. Any member of the Executive committee shall be deemed to have vacated office if he shall have absented himself without previous intimation in writing from three consecutive meetings of the Executive Committee extending over a period of three months but he shall be eligible of our reinstatement by the Executive Committee.

(a) is adjudicated or adjudged an insolvent.

(b) is convicted by a court of criminal offense involving moral turpitude.

(c) becomes of unsound mind or unable to act as such.

(d) resigns, retires or ceases to be a member of the Society.

53. Any member of the Society acting in contravention of the objects of the Society or in any manner detrimental to the interests of the Society or guilty of misconduct shall be liable for expulsion on the votes of the two-third of the members present in person and entitled to vote at an Extraordinary Meeting convened for the purpose. No such meetings shall be called unless such member shall have been previously given an opportunity of tendering his explanation or resignation and he shall not have explained his conduct to the satisfaction of the Executive Committee or tendered is resignation. No Appeal shall lie against such decision. A person thus expelled shall not be eligible for re-admission.

54. Any additions, alterations or omissions in the Rules and Regulations of the Society shall be affected by resolution of the Society by two-thirds of the members present in person and entitled to vote at a General Meeting of the Society duly convened. So as concerns, the alterations, extensions or abridgments in the purpose of the Society, the provisions of section 12 of the Societies Registration Act shall apply.