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DATED 2010 MEMORANDUM AND ARTICLES OF ASSOCIATION ...

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Is a member of the Old Southportonians Association;<br />

Is a staff member or past staff member of The Southport School;<br />

Is a parent of a current or past student of The Southport School; or<br />

Is a member of the TSS Parents and Friends Association<br />

is eligible to become a member.<br />

(ii)<br />

(iii)<br />

(iv)<br />

Any eligible person wishing to become a Member of The Foundation shall<br />

make application for membership in writing in such form as shall be<br />

prescribed by the Directors from time to time.<br />

A corporate or unincorporated body may nominate a natural person as a<br />

Member. A Member who is nominated by such a body shall exercise the<br />

powers and privileges conferred on him as a Member in the manner<br />

directed by his nominator. A corporate or unincorporated body may<br />

remove or replace its nominated Member by notice in writing to the<br />

Secretary.<br />

Any number of persons or corporations or unincorporated bodies may,<br />

subject to such terms and conditions as the Directors in their absolute<br />

discretion determine, join together for the purpose of together nominating<br />

a Member or, if all are natural persons, for the purpose of becoming joint<br />

Members provided that the various persons nominating the Member or<br />

becoming joint Members (as the case may be) are related by blood or<br />

marriage or by some financial or other connection with which in the<br />

opinion of the Directors is a sufficient relationship and, by way of<br />

illustration only, the following examples are given of relationships which<br />

might be considered sufficient:<br />

a. husband, wife and children, father, son, grandson, brother, uncle,<br />

cousin, brother-in-law, father-in-law, son-in-law;<br />

b. the trustees of a family trust, with or without members of the<br />

family;<br />

c. trustees of a family trust and members of the family; and<br />

-9-

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