EIBA-YEARBOOK 2024-2025 Web-Complete - Flipbook - Page 103
69.
70.
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.
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.
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.
73.
73.1.
73.2.
For the purposes of article 72
a general notice given to the Board that a member of the Board is to be regarded as
having an interest of the nature and extent specified in the notice in any transaction or
arrangement in which a specified person or class of persons is interested shall be deemed
to be a disclosure that the member of the Board has an interest in any such transaction of
the nature and extent so specified; and
an interest of which a member of the Board has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as an interest of his.
MINUTES
74.
The Board shall cause minutes to be made in books kept for the purpose:
74.1. of all appointments of officers made by the Board; and
74.2. of all proceedings at meetings of the Association, and of the Board, and of subcommittees of the Board, including the names of the members of the Board present at
each such meeting.
THE SEAL
75.
The seal (if any) shall only be used by the authority of the Board or of a sub-committee of
the Board authorised by the Board. The Board may determine who shall sign any
instrument to which the seal is affixed and unless otherwise so determined it shall be
signed by two members of the Board
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