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Articles of Association
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POWERS OF DIRECTORS
| 49. |
The business of the
Association shall be managed by the Directors who may pay all
such expenses of and preliminary and incidental to the promotion,
formation and registration of the Association and may exercise
all such powers of the Association and do on behalf of the Association
all such acts as may be exercised and done by the Association
and as are not by the Statutes or by these Articles required
to be exercised or done by the Association in General Meeting,
subject nevertheless to any regulations of these Articles and
to the provisions of the Statutes. |
| 50. |
Without prejudice to
the generality of the foregoing provisions: |
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(A) |
The Directors may make
such arrangements as may be thought fit for the management of
the Association's affairs in the United Kingdom or abroad and
may for this purpose appoint local boards, attorneys and agents
and fix their remuneration and may delegate to them such powers
as may be deemed requisite or expedient. |
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(B) |
The Directors may from
time to time and at any time by power of attorney under the Seal
or under an instrument signed by any two Directors or by a Director
and the Secretary appoint any corporation or person or any fluctuating
body of persons, whether nominated directly or indirectly by
the Directors, to be the attorney or attorneys of the Association
for such purposes and with such powers, duties and discretions
(not exceeding those vested in or exercisable by the Directors
under these Articles or the Rules) for such period and subject
to such conditions as they may think fit, and any such power
of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorneys as the
Directors may think fit, and may authorise any such attorney
to sub-delegate all or any of the powers, duties and discretions
vested in him. |
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(C) |
The Directors may exercise
all the powers of the Association to borrow money and to mortgage
or charge its undertaking and property or any part thereof or
to issue debentures and other securities. |
| 51. |
A Director may hold any other office
or place of profit under the Association (except that of Auditor)
in conjunction with his office of Director and may act in a professional
capacity to the Association on such terms as to remuneration
and otherwise as the Directors shall arrange. |
| 52. |
No Director shall be disqualified
by his office from contracting with the Association either as
vendor, purchaser or otherwise nor shall any such contract or
any contract, matter or arrangement entered into by or on behalf
of the Association in which any Director shall be in any way
interested be avoided nor shall any Director so contracting or
being so interested be liable to account to the Association for
any profit realised by any such contract, matter or arrangement
by reason of such Director holding that of office or of the fiduciary
relationship thereby established. The nature of a Director's
interest in any such contract, matter or arrangement must be
declared by him at the meeting of the Directors at which the
question of entering into the same is first taken into consideration
or, if the Director is not at the date of that meeting interested
therein, at the next meeting of the Directors held after he becomes
so interested and, in a case where the Director becomes interested
in any such contract, matter or arrangement which may after the
date of such notice be made or arise with such firm or company
shall (if such Director shall give the same at a meeting of the
Directors or shall take reasonable steps to secure that the same
is brought up and read at the next meeting of the Directors after
it is given) be a sufficient declaration of interest in relation
to all such contracts, matters or arrangements under this Article
and after such general notice it shall not be necessary to give
any special notice relating to any particular contract, matter
or arrangement made or arising with such firm or company. |
| 53. |
A Director may as a Director vote,
and be counted in the quorum present upon a motion, in respect
of any contract, matter or arrangement which he shall make with
the Association or in which he is so interested as aforesaid. |
| 54. |
All cheques, promissory notes, drafts,
bills of exchange and other negotiable or transferable instruments
and all receipts for moneys paid to the Association shall be
signed, drawn, accepted, endorsed or otherwise executed as the
case may require in such manner as the Directors shall from time
to time determine. |
| 55. |
The Directors shall have the power to purchase
and maintain insurance for or for the benefit of any persons
who are or were at any time Directors, officers or employees
of the Association, including (without prejudice to the generality
of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual
or purported execution of their duties or powers or otherwise
in relation to their duties, powers or offices in relation to
the Association. |
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