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EIBA ltd yearbook 2016 - 2017

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; 124


EIBA ltd yearbook 2016 - 2017
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