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;
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
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
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.
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
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.