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2015 ITF Constitution (English)

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27 (f) (f) (f) (f) The quorum for a meeting of Board of Directors shall be seven (7). (g) (g) (g) (g) All acts done by any meeting of the Board of Directors, or of a Sub Committee of the Board of Directors, or by any person acting as a member of the Board of Directors, shall notwithstanding that it afterwards be discovered that there was some defect in the election of any such person or persons acting as aforesaid, be as valid as though every such person had been duly elected and was qualified to be a member of the Board of Directors. (h) (h) (h) (h) A Resolution in writing signed by all of the Board of Directors shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors duly called and constituted. (i) (i) (i) (i) All questions of procedure arising at, or in relation to, a meeting of the Board of Directors not specifically regulated by these Articles or the Act shall be decided by a majority of the Board of Directors present. (j) (j) (j) (j) If a Director has an actual or perceived conflict of interest in a matter that relates to the affairs of the Company the Chairman may request the relevant Director to excuse himself/herself from the meeting or to refrain from voting or participating in discussion on the matter. If there is an objection to the Chairman's ruling or the conflict is with respect to the Chairman, the Board (excluding the relevant Director or Chairman as the case may be) shall vote on the issue and a simple majority vote that a conflict exists or may exist is sufficient for the meeting to request the Chairman or Board Member concerned to excuse himself/herself from the meeting or refrain from participating in discussion on the matter. 24. 24. 24. 24. OFFICERS OFFICERS OFFICERS OFFICERS (1) (1) (1) (1) (a) (a) (a) (a) The Officers of the Company shall consist of a President; and up to three Vice- Presidents or such other Officers as the Board of Directors may from time to time think necessary. (b) (b) (b) (b) The Officers shall perform such duties as may be prescribed by the Act or this Constitution or assigned from time to time by the Board of Directors or the Council. (c) (c) (c) (c) The Officers of the Company shall hold office until the end of the meeting at which their successors are appointed provided that any Officer may be removed at any time by Resolution of the Council. (2) (2) (2) (2) A. A. A. A. VICE VICE VICE VICE- -- -PRESIDENTS PRESIDENTS PRESIDENTS PRESIDENTS 2 22 2 (a (a (a (a) )) ) The Board of Directors shall every four years elect from among the Board of Directors up to three Vice-Presidents for a term of four years and they shall continue to hold office until the end of the meeting of the Board of Directors of the Company held four years after their appointment, unless removed prior to the end of the four year term by a two-third majority resolution of the Council following a Resolution submitted by the Board of Directors which itself carried a two-third majority. 2 The position of Executive Vice President will be discontinued at the end of the 2015 Annual General Meeting.

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