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2015 ITF Constitution (English)

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15 13. 13. 13. 13. THE COUNCIL THE COUNCIL THE COUNCIL THE COUNCIL (a) (a) (a) (a) The Company shall be governed by the delegates of the Members assembled in a General Meeting who collectively shall constitute the Council PROVIDED that: (i) (i) (i) (i) No delegate of a Member whose subscriptions are in arrears shall be entitled to speak or vote at any General Meeting of the Company; (ii) (ii) (ii) (ii) A delegate must be either a national of the country represented by the Member for which he is a delegate; a person permanently resident in that country; or an official of at least two years' standing in the Member Association. (iii) (iii) (iii) (iii) Nomination of a delegate who is not a national of the country he represents, but who meets the above qualifications, shall be received by the Company 28 days before the General Meeting, together (as appropriate) with a certificate from a Class B Member that voting instructions have been given to him. (b (b (b (b) )) ) The number of delegates representing Members entitled to attend General Meetings shall be three in respect of Class B Members having the maximum number of 12 Class B Shares allotted to them, and two in respect of all other Class B and Class C Members. Any Member hosting a General Meeting shall be entitled to send three additional representatives to such General Meetings as observers without power to speak or vote. (c) (c) (c) (c) Members of the Board of Directors shall be entitled to attend and to speak at General Meetings but shall have no entitlement to vote, other than as a delegate of a Class B Member acting in accordance with Article 12 and Article 13. (d) (d) (d) (d) Non-accredited persons may attend a General Meeting of the Council only with the express prior permission of the President. Such persons may speak if the Council so permits but shall not in any case have any entitlement to vote. (e) (e) (e) (e) A Regional Association shall be entitled to be represented by two persons at any General Meeting. The representatives shall be the President and/or any other person designated by the Regional Association in writing to the Company. Any such representatives shall be entitled to speak but not vote. (f) (f) (f) (f) A Recognised Organisation shall be entitled to be represented by one Observer at any General Meeting. The Observer shall be the President or any other person designated by the Recognised Organisation in writing to the Company. Any such Observer shall not be entitled to speak or vote. (g) (g) (g) (g) The Council shall elect a Board of Directors every four years at the Annual General Meeting, and may, in turn, delegate all or any of its powers to the Board of Directors. The Board of Directors may delegate all or any of its powers to Committees and Commissions duly appointed by it.

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