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07 Ar琀椀cles of Associa琀椀on
22.2.1 be a party to, or otherwise interested in, any transac琀椀on or arrangement with the Company or in
which the Company is otherwise interested;
22.2.2 be a Commi琀琀ee Member or other o昀케cer of, or employed by, or a party to any transac琀椀on or arrangement with, or otherwise interested in any Third Party.
22.2.3 A Commi琀琀ee Member or Connected Person who is a solicitor, accountant or other person engaged
in a profession, when instructed by the Company to act in a professional capacity on its behalf may
supply services to the Company provided each of the following condi琀椀ons is sa琀椀s昀椀ed.
22.3 For the purpose of Ar琀椀cle 22:
22.3.1 the amount or maximum amount of professional charges is set out in an agreement in wri琀椀ng between:
22.3.1.1 the Company and
22.3.1.2 the Commi琀琀ee Member or Connected Person supplying the services (“the supplier”)
22.3.2 The amount or maximum amount of the payment for the services does not exceed what is reasonable
in the circumstances for the supply of the services in ques琀椀on.
22.3.3 the other Commi琀琀ee Members are sa琀椀s昀椀ed that it is in the interests of the Company to contract with
the supplier rather than someone who is not a Commi琀琀ee Member or Connected Person. In reaching
that decision the Commi琀琀ee Members must balance the advantage of contrac琀椀ng with the supplier
against the disadvantages of doing so.
22.3.4 The supplier does not vote on any such ma琀琀er and is not to be counted when calcula琀椀ng whether a
quorum of Commi琀琀ee Members is present at the mee琀椀ng.
22.3.5 the reason for their decision is recorded by the Commi琀琀ee Members in the “minute book.”
23. PROCEEDINGS OF THE COMMITTEE MEMBERS
23.1 Subject to the provisions of the Ar琀椀cles, the Commi琀琀ee Members may regulate their proceedings
as they think 昀椀t. A Commi琀琀ee Member may, and the League General Manager at the request of a
Commi琀琀ee Member shall, call a mee琀椀ng of the Management Commi琀琀ee. It shall not be necessary to
give no琀椀ce of a mee琀椀ng to a Commi琀琀ee Member who is absent from the United Kingdom. Ques琀椀ons
arising at a mee琀椀ng shall be decided by a majority of votes. Subject to the provisions of these Ar琀椀cles,
each Commi琀琀ee Member other than the League General Manager, Designated League O昀케cer, Company Secretary, Treasurer and Non A昀케liated Members if not an elected member shall have one vote.
The League General Manager and Designated League O昀케cer shall not have any vote at proceedings of
the Commi琀琀ee, except where vo琀椀ng rights are conferred under the terms of Ar琀椀cle 23.2. In the case
of an equality of votes, the Chairman shall have a second or cas琀椀ng vote.
23.2 The quorum for the transac琀椀on of the business of the Management Commi琀琀ee shall be 昀椀ve members
present on person with vo琀椀ng rights. Any Commi琀琀ee Member unable to a琀琀end a mee琀椀ng may submit
a proxy for the purposes of vo琀椀ng on any item of business of the Management Commi琀琀ee, but shall
not be deemed to be present for determining the quorum. If in excep琀椀onal circumstances, due to the
unavailability of one or more Commi琀琀ee Members or as a result of one or more Commi琀琀ee Members having an interest in the proceedings and being unable to par琀椀cipate in accordance with Ar琀椀cle
24.2, the quorum for transac琀椀on of any business of the Management Commi琀琀ee cannot be a琀琀ained,
the Management Commi琀琀ee may grant vo琀椀ng rights to one or more of the Life Members present in
person in order that a quorum may be formed for the purpose of transac琀椀ng the business so a昀昀ected.
Vo琀椀ng rights may only be granted to su昀케cient such persons as are required to determine a quorum.
If the total number of the Life Members present in these circumstances is more than is required to
determine a quorum, then the persons required to enable the quorum to be a琀琀ained shall be determined by the drawing of lots. The vo琀椀ng rights so granted shall apply only to the business for which a
quorum cannot be determined, and shall be withdrawn on the conclusion of such business. This power
should not be exercised by the Management Commi琀琀ee in circumstances where the business could be
deferred and transacted at a future mee琀椀ng of the Commi琀琀ee when a quorum could be determined
from the members with vo琀椀ng rights and where the Company, its business and its Compe琀椀琀椀ons would
not be adversely a昀昀ected by such deferment.
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