ITF

18 accordance with the instructions and under the authority of the Board of Directors. (b) (b) (b) (b) The quorum shall be one half of the Class B Members or any number of Class B Members holding, in aggregate, at least half of the Class B Shares, but a vote may be taken even if at any time some of the Class B Member delegates comprising a quorum have left the conference hall. (c) (c) (c) (c) (i) (i) (i) (i) The President shall take the Chair at General Meetings. However, in the event that the President: requires assistance in the conduct of the Meeting; or requires the Meeting to appoint a Chairman in his place: or is unable to attend the Meeting: then the first business at the General Meeting concerned shall be to select a Chairman. (ii) (ii) (ii) (ii) Any member of the Professional Executive may request the Meeting to elect a Chairman if the circumstances set out in (c)(i) above exist. The Meeting shall be invited to nominate the following persons in order of priority: * A Vice President * A Director * An Honorary Life Counsellor * A Delegate The Chair shall be elected by a majority Resolution of the Council. In the event that a candidate is either not nominated or elected from a particular category, then the next candidate from the next category shall be considered and so on until a Chairman is elected. In any such election, each voting delegate of each Class B Member shall only have one vote, notwithstanding the fact that the number of Class B Shares held by any one particular Class B Member may be more than one. (d) (d) (d) (d) The Board of Directors shall assist the Chairman in taking charge of the proceedings of a General Meeting and a member of the Professional Staff of the Company shall act as Secretary of the General Meeting with such assistance as the Board of Directors may think necessary. (e) (e) (e) (e) Prior to the commencement of any General Meeting: (i) (i) (i) (i) Each Class B Member represented shall name the delegate who will vote (in accordance with the number of Class B Shares held by the Class B Member) for and on its behalf at the Meeting. ( (( (ii) ii) ii) ii) All Members whose subscriptions are in arrears shall be announced, and any delegates representing any Member in arrears shall thereupon pay the outstanding arrears in full or, failing such payment, shall be treated as having Observer status only. (f) (f) (f) (f) At the commencement of each General Meeting, three scrutineers shall be elected. Nominations for such scrutineers shall be accepted from any delegate of either a Class B or Class C Member, provided that no such delegate may put forward the name of more than one candidate. The vote for the election of the three scrutineers shall be taken by a show of hands.

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