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23.3 The con琀椀nuing Commi琀琀ee Members or a sole con琀椀nuing Commi琀琀ee Member may act notwithstanding
any vacancies in their number, but, if the number of Commi琀琀ee Members is less than the number 昀椀xed as
the quorum, the con琀椀nuing Commi琀琀ee Members or Commi琀琀ee Member may act only for the purpose of
昀椀lling vacancies or of calling a general mee琀椀ng.
23.4 Unless he is unwilling to do so, the Chairman or in his absence the Vice Chairman shall preside at every
mee琀椀ng of the Management Commi琀琀ee at which he is present. But if there is no person holding either
o昀케ce, or if the person holding it is unwilling to preside or is not present within 昀椀ve minutes a昀琀er the 琀椀me
appointed for the mee琀椀ng, the Commi琀琀ee Members present may appoint one of their number to be chairman of the mee琀椀ng.
23.5 All acts done by a mee琀椀ng of the Management Commi琀琀ee, or of a commi琀琀ee of the Management
Commi琀琀ee, or by a person ac琀椀ng as a Commi琀琀ee Member shall, notwithstanding that it be a昀琀erwards discovered that there was a defect in the appointment of any Commi琀琀ee Member or that any of them were
disquali昀椀ed from holding o昀케ce, or had vacated o昀케ce, or were not en琀椀tled to vote, be as valid as if every
such person had been duly appointed and was quali昀椀ed and had con琀椀nued to be a Commi琀琀ee Member
and had been en琀椀tled to vote.
23.6 A resolu琀椀on in wri琀椀ng signed by all the Commi琀琀ee Members en琀椀tled to receive no琀椀ce of a mee琀椀ng of
the Management Commi琀琀ee and to a琀琀end and vote as it shall be as valid and e昀昀ectual as if it had been
passed at a mee琀椀ng of the Management Commi琀琀ee duly convened and held and may consist of several
documents in the like form each signed by one or more Commi琀琀ee Members.
23.7 The Management Commi琀琀ee is from 琀椀me to 琀椀me empowered by subscrip琀椀ons levy or otherwise to
require members to contribute such sums of money to the funds of the Company as may be necessary for
the proper conduct of the business of the Company. Such contribu琀椀ons by members may be collected by
deduc琀椀ng such contribu琀椀ons from any sums due to members or by whatever other means the Management Commi琀琀ee thinks 昀椀t. There shall be added to any sums to be contributed by members, if applicable,
value added tax at the appropriate rate.
23.8 The Commi琀琀ee Members shall not have any right to appoint any other person to be his alternate or to act
on his behalf as a Commi琀琀ee Member.
24. VOTES OF COMMITTEE MEMBERS WITH AN INTEREST IN THE PROCEEDINGS
24.1 Save as otherwise provided by these Ar琀椀cles, a Commi琀琀ee Member shall not vote at a mee琀椀ng of the
Management Commi琀琀ee or of a commi琀琀ee of the Management Commi琀琀ee on any resolu琀椀on concerning
a ma琀琀er in which he has, directly or indirectly, an interest or which is material and which con昀氀icts or may
con昀氀ict with the interests of the Company unless his interest or duty arises only because the case falls
within one or more of the following paragraphs:
24.1.1 the resolu琀椀on relates to the giving to him of a guarantee, security, or indemnity in respect of money lent
to, or an obliga琀椀on incurred by him for the bene昀椀t of the Company;
24.1.2 the resolu琀椀on relates to the giving to a third party of a guarantee security, or indemnity in respect of an
obliga琀椀on of the Company for which the Commi琀琀ee Member 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;
24.1.3 his interest arises by virtue of his subscribing or agreeing to subscribe for any debentures of the Company
or by virtue of his being, or intending to become, a par琀椀cipant in the underwri琀椀ng or sub-underwri琀椀ng of
an o昀昀er of any debentures by the Company for subscrip琀椀on, purchase or exchange; or
24.1.4 the resolu琀椀on relates in any way to a re琀椀rement bene昀椀ts scheme which has been approved, or is condi琀椀onal upon approval, by the Inland Revenue for taxa琀椀on purposes.
For the purposes of this regula琀椀on, an interest of a person who is, for any purpose of the Act (excluding
any statutory modi昀椀ca琀椀on thereof, not in force when this regula琀椀on becomes binding on the Company),
connected with a Commi琀琀ee Member shall be treated as an interest of the Commi琀琀ee Member.
24.2 A Commi琀琀ee Member shall not be counted in the quorum present at a mee琀椀ng in rela琀椀on to a resolu琀椀on
on which he is not en琀椀tled to vote.
24.3 The Company may by ordinary resolu琀椀on suspend or relax to any extent, either generally or in respect
of any par琀椀cular ma琀琀er, any provision of the Ar琀椀cles prohibi琀椀ng a Commi琀琀ee Member from vo琀椀ng at a
mee琀椀ng of the Management Commi琀琀ee or of a commi琀琀ee of the Management Commi琀琀ee.
24.4 Where proposals are under considera琀椀on concerning the appointment of two or more Commi琀琀ee Members to o昀케ces or employments with the Company or any body corporate in which the Company is inter-
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