ITF

25 (v) (v) (v) (v) Violates the disclosure requirements of the Act; or (vi) (vi) (vi) (vi) Is removed by a two-third majority Resolution of the Council. (i) (i) (i) (i) With the exception of the President, or any member acting in accordance with Article 20(d) above, members of the Board of Directors shall not be entitled to remuneration for their services but shall be entitled to be repaid out of the funds of the Company: all travel expenses actually incurred (all claims for travelling expenses to be based on Business Class air travel, however styled) and necessary hotel expenses incurred in connection with their attendance at meetings of the Directors and General Meetings of the Council. 22. 22. 22. 22. POWERS AND DUTIES OF DIRECT POWERS AND DUTIES OF DIRECT POWERS AND DUTIES OF DIRECT POWERS AND DUTIES OF DIRECTORS ORS ORS ORS (a) (a) (a) (a) The management of the Company shall be vested in the Board of Directors who, in addition to the powers and authorities conferred upon them by this Constitution or the Act may exercise all such powers and do all such acts as are expressly directed or required to be exercised or done by Resolution of the Council subject nevertheless to the provisions of the Act and of the Constitution. (b) (b) (b) (b) Without derogating from the generality of the foregoing, between General Meetings of the Company, the Board of Directors shall have all such powers as may be necessary or expedient to carry on the work of the Company and the day- to-day management of its affairs and may delegate such of their powers and duties to a member of the Professional Staff appointed by them from time to time, or the President. (c) (c) (c) (c) Without derogating from the generality of sub-paragraph (a) of this Article, it is hereby expressly declared that the Board of Directors shall have the following powers : (1) (1) (1) (1) To amend any Bye-laws or Regulations of the Company consequent upon Resolution of the Council and subject to the provisions herein. (2) (2) (2) (2) With respect to the international competitions of the Company : (i) (i) (i) (i) To manage or supervise such competitions; (ii) (ii) (ii) (ii) To amend the Regulations applicable to any such competition consequent upon Resolution of the Council; (iii) (iii) (iii) (iii) To adopt, approve and apply the Rules, Regulations and Codes of Conduct governing the international tennis competitions, which are managed or directly or indirectly authorised by the Company; (iv) (iv) (iv) (iv) To decide any appeals or disputes arising among Nationals participating in such competitions; (v) (v) (v) (v) To suspend from any competition managed by the Company for such period of time as the Board of Directors may determine any tennis player, captain, referee, umpire or other official who is in breach of the Regulations of the competition or who, in the opinion of the Board

• Cover