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

Directors or persons including
Directors.
If any question shall arise at any meeting as
to an interest or as to the entitlement of
any Director to vote such question shall be
referred to the chairman of the meeting and
his ruling in relation to any Director other
than himself shall be final and conclusive
except in a case where the nature or extent
of the interests of the Director concerned
have not been fairly disclosed.
(iv) Director may have Interests
Subject to the provisions of the Act
and further provided that a Director
declares his interest, a Director,
notwithstanding his office:
(1) may be a party to or otherwise
be interested in any transaction
or arrangement with the
Company or in which the
Company is otherwise
interested, either in regard to his
tenure of any office or place of
profit or as vendor, purchaser
or otherwise;
(2) may hold any other office or
place of profit under the
Company (except that of
auditor (being the auditor of the
Company from time to time) or
of auditor of a subsidiary of the
Company) in conjunction with
the office of Director and may
act by itself or through his firm
in a professional capacity for the
Company and in any such case
on such terms as to
remuneration and otherwise as
the remuneration committee
may arrange either in addition
to or in lieu of any
remuneration provided for by
any other article;
(3) may be a member of or a
director or other officer, or
employed by, or a party to any
transaction or arrangement with
or otherwise interested in, any
body corporate promoted by or
promoting the Company or in
which the company is otherwise
interested or as regards which
the Company has any powers of
appointment; and
(h)
(4) shall not, by reason of his office,
be liable to account to the
Company for any dividend,
profit, remuneration,
superannuation payment or
other benefit which he derives
from any such office,
employment, contract,
arrangement, transaction or
proposal or from any interest in
any such body corporate; and
no such contract, arrangement,
transaction or proposal shall be
avoided on the grounds of any
such interest or benefit.
Untraced Members
(i)
The Company shall be entitled to sell
at the best price reasonably obtainable
any share of a member or any share
to which a person is entitled by
transmission if and provided that:
(1) during the period of 12 years
prior to the date of the
publication of the
advertisements referred to
below (or if published on
different dates, the earlier or
earliest of them) the Company
has paid at least three dividends
and no cheque, order or
warrant has been cashed;
(2) on or after expiry of the said
period of 12 years the Company
has given notice of its intention
to sell such share by
advertisements in both a
national daily newspaper
published in the UK and in a
newspaper circulating in the area
in which the last known address
of such member or person
appeared;
(3) the said advertisements, if not
published on the same day, shall
have been published within
30 days of each other; and
(4) during the further period of
three months following the date
of publication of the said
advertisements (or, if published
on different dates the later or
latest of them) and prior to the
exercise of the power of sale
the Company has not received
any communication in respect of
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