To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

(1) at the rate of exchange used for
the conversion of that currency
in the relevant balance sheet; or
(2) if no rate was so used, at the
middle market rate of exchange
prevailing at the close of
business in London on the date
of that balance sheet; or
(f)
Directors
(i)
Unless otherwise determined by the
Company the maximum number of
directors shall be ten and the
minimum shall be two. The quorum
for meetings of the Board shall be two
and the Chairman shall have a second
or casting vote on a tie.
(v)
(vi)
(3) where the repayment of such
monies is expressly covered by
a forward purchase contract,
currency option, back-to-back
loan, swap or other
arrangements taken out and
entered into to reduce the risk
associated with fluctuations in
exchange rates, at the rate of
exchange specified in that
document;
but if the amount in sterling resulting
from conversion at that rate would be
greater than that resulting from
conversion at the middle market rate
prevailing in London at the close of
business on the business day
immediately preceding the day on
which the calculation falls to be made,
the latter rate shall apply instead.
A report or certificate of the auditors
of the Company as to the amount of
Adjusted Capital and Reserves or the
amount of monies borrowed falling to
be taken into account for the
purposes of this article or to the effect
that the limit imposed by this article
has not been or will not be exceeded
at any particular time or times or as a
result of any particular transaction or
transactions shall be conclusive
evidence of the amount or of that fact
No debt incurred or security given in
respect of monies borrowed in excess
of the limit imposed by this article
shall be invalid or ineffectual except in
the case of express notice to the
lender or recipient of the security at
the time when the debt was incurred
or security given that the limit had
been or would thereby be exceeded
but no lender or other person dealing
with the Company shall be concerned
to see or enquire whether such limit
is observed.
(g)
(ii)
(iii)
(iv)
The Directors shall be entitled to be
paid fees for their services as
Directors on such sums as the Board
may determine from time to time but
not exceeding £100,000 (or such
larger amount as the Company may
determine by ordinary resolution) per
annum.
Each Director may appoint as an
alternate Director either another
Director or a person approved by the
Board and to terminate such
appointment.
At every annual general meeting, there
shall retire from office any Director
who shall have been a Director at
each of the preceding two annual
general meetings and who was not
appointed or re-appointed by the
Company in general meeting at, or
since, either such meeting. A retiring
Director shall be eligible for
re-appointment. A Director retiring at
a meeting shall, if he is not reappointed
at such meeting, retain
office until the meeting appoints
someone in his place, or if it does not
do so, until the conclusion of such
meeting.
Directors’ Interests
(i) Conflicts of Interest Requiring Board
Authorisation
The Board may, provided the quorum
and voting requirements set out
below are satisfied, authorise any
matter that would otherwise involve a
Director breaching his duty under the
Act to avoid conflicts of interest
except that the Director concerned
and any other Director with a similar
interest:
(1) shall not count towards the
quorum at the meeting at which
the conflict is considered; and
(2) the resolution will only be valid
if it would have been agreed to
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