65.3. his interest arises by virtue of his subscribing or agreeing to subscribe for any debentures of the Association or any of its subsidiaries, or by virtue of his being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such debentures by the Association or any of its subsidiaries for subscription, purchase or exchange; 125 For the purposes of this article, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Association), connected with a member of the Board shall be treated as an interest of the member of the Board. 66. A member of the Board shall not be counted in the quorum present at a meeting in relation to a resolution upon which he is not entitled to vote. 67. The Association may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the articles prohibiting a member of the Board from voting at a meeting of the Board or of a sub-committee of the Board. 68. Where proposals are under consideration concerning the appointment of two or more members of the Board to offices or employments with the Association or any body corporate in which the Association is interested the proposals may be divided and considered in relation to each member of the Board separately and (provided he is not for another reason precluded from voting) each of the members of the Board concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. 69. If a question arises at a meeting of the Board or of a sub-committee of the Board as to the right of a member of the Board to vote, the question may, before the conclusion of the meeting, be referred to the Chairman of the meeting and his ruling in relation to any member of the Board other than himself shall be final and conclusive. 70. The Chief Executive has the right to attend all Board meetings save in relation to matters relating to his appointment, but is not a director and for the avoidance of doubt shall not be entitled to vote. BOARD EXPENSES 71. The members of the Board may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the Board or subcommittees of the Board or general meetings or otherwise in connection with the discharge of their duties. BOARD MEMBER’S’ APPOINTMENTS AND INTERESTS 72. Subject to the provisions of the Act, and provided that he has disclosed to the Board the nature and extent of any material interest, a member of the Board may, notwithstanding his office: 72.1. be a party to, or otherwise interested in, any transaction or arrangement with the Association or in which the Association is otherwise interested; 72.2. be a member of the board of directors or other officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Association or in which the Association is otherwise interested; and 72.3. shall not, by reason of his office, be accountable to the Association for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
EIBA ltd yearbook 2016 - 2017
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