Appointments and revocations in writing The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective a copy is provided to the Company. POWERS OF THE BOARD Powers generally Except as otherwise required by the Act, any applicable law or this document, the Board: has power to manage the business of the Company; and may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members. Exercise of powers A power of the Board can be exercised only: by resolution passed at a meeting of the Board or otherwise in accordance with rule 12; or in accordance with a delegation of the power under rule 7 or 8. EXECUTING NEGOTIABLE INSTRUMENTS Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide. MANAGING DIRECTOR Appointment and power of Managing Director The Board may appoint one or more persons to be a Managing Director either for a specified term (but not for life) or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director. The Board may delegate any of the powers of the Board to a Managing Director: on the terms and subject to any restrictions the Board decides; and so as to be concurrent with, or to the exclusion of, the powers of the Board, and may revoke the delegation at any time. This rule does not limit rule 8. Retirement and removal of Managing Director A Managing Director is not: subject to automatic retirement under rule 3.4; or required to retire under rule 3.7,
more than one proxy or representative only one of them may be counted towards a quorum. Quorum not present If a quorum is not present within 15 minutes after the time for which a meeting of Voting Members is called: if called as a result of a request of Voting Members under section 249D, the meeting is dissolved; and in any other case: the meeting is adjourned to the day, time and place that the Board decides and notifies to Voting Members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and if a quorum is not present at the adjourned meeting, the meeting is dissolved. Chairing meetings of Voting Members If the Board has appointed a Director to chair Board meetings, that Director may also chair meetings of Voting Members. If: there is no Director who the Board has appointed to chair Board meetings for the time being; or the Director appointed to chair Board meetings is not present at the time for which a meeting of Voting Members is called or is not willing to chair the meeting, the Voting Members present must a Voting Member or Director present to chair the meeting. Attendance at general meetings Every Voting Member has the right to attend all meetings of Voting Members. Every Director has the right to attend and speak at all meetings of Voting Members. The auditor has the to attend any meeting of Voting Members and to speak on any part of the business of the meeting which concerns the auditor in the capacity of auditor. Adjournment Subject to rule 13.6, the chairman of a meeting of Voting Members at which a quorum is present: may; and must, if directed by ordinary resolution of the meeting, adjourn it to another time and