DELEGATION OF BOARD’S POWERS
58. The Board may delegate such of its powers as it thinks fit to such sub-committees of the
Board as it may determine. Any such delegation may be made subject to any conditions
the Board may impose and either collaterally with or to the exclusion of their own powers
and may be revoked or altered. Subject to any such conditions, the proceedings of a subcommittee
with two or more members shall be governed by the articles regulating the
proceedings of the Board so far as they are capable of applying. The Chairman and the
Vice Chairman of each sub-committee shall be appointed by the Board after consultation
with the sub-committee members.
PROCEEDINGS OF THE BOARD
59. Subject to the provisions of the articles, the Board may regulate their proceedings as they
think fit. The Chairman or not less than five members of the Board may call a meeting of
the Board. It shall not be necessary to give notice of a meeting to a member of the Board
who is absent from the United Kingdom. Questions arising at a meeting shall be decided
by a majority of votes. In the case of an equality of votes, the Chairman shall have a
second or casting vote.
60. The quorum for the transaction of the business of the Board may be fixed by the Board
and unless so fixed at any other number shall be six.
61. The continuing members of the Board or a sole continuing member of the Board may act
notwithstanding any vacancies in their number, but, if the number of members of the
Board is less than the number fixed as the quorum, the continuing members or member of
the Board may act only for the purpose of filling vacancies or of calling a general meeting.
62. At the first meeting of the Board after the annual general meeting the members of the
Board shall appoint two of their number to be the Chairman and Vice Chairman
respectively of the Board and may at any time remove such officers. Unless he is
unwilling to do so, the Chairman shall preside at every meeting of the Board at which he is
present. If there is no member of the Board holding that office, or if the member of the
Board holding it is unwilling to preside or is not present within five minutes after the time
appointed for the meeting, the Vice Chairman shall be chairman of the meeting.
63. All acts of a meeting of the Board or of a sub-committee of the Board, or by a person
acting as a member of the Board shall, notwithstanding that it be afterwards discovered
that there was a defect in the appointment of any member of the Board or that any of them
were disqualified from holding office, or had vacated office, or were not entitled to vote, be
as valid as if every such person had been duly appointed and was qualified and had
continued to be a member of the Board and had been entitled to vote.
64. A resolution in writing signed by all the members of the Board entitled to receive notice of
a meeting of the Board or of a sub-committee of the Board shall be as valid and effectual
as it if had been passed at a meeting of the Board or (as the case may be) a subcommittee
of the Board duly convened and held and may consist of several documents in
the like form each signed by one or more members of the Board.
65. Save as otherwise provided by the articles, a member of the Board shall not vote at a
meeting of the Board or of a sub-committee of the Board on any resolution concerning a
matter in which he has, directly or indirectly, an interest or duty which is material and
which conflicts or may conflict with the interests of the Association unless his interest or
duty arises only because the case falls within one or more of the following paragraphs:
65.1. the resolution relates to the giving to him of a guarantee, security, or indemnity in respect
of money lent to, or an obligation incurred by him for the benefit of, the Association or any
of its subsidiaries;
65.2. the resolution relates to the giving to a third party of a guarantee, security, or indemnity in
respect of an obligation of the Association or any of its subsidiaries for which the member
of the Board has assumed responsibility in whole or part and whether alone or jointly with
others under a guarantee or indemnity or by the giving of security;