Issue link: http://itf.uberflip.com/i/626056
25 ( (( (k kk k) )) ) The office of a member of the Board of Directors shall ipso facto be vacated in the event that a member: (i) (i) (i) (i) Becomes bankrupt; or (ii) (ii) (ii) (ii) Is medically certified to be a person of unsound mind or all the other members of the Board of Directors unanimously resolve that he is physically or mentally incapable of performing the functions of a member of the Board of Directors; or (iii) (iii) (iii) (iii) HAS BEEN convicted of a criminal offence OR receives a custodial sentence; or (iv) (iv) (iv) (iv) By notice in writing to the Company resigns as a member of the Board of Directors; or (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. ( (( (l ll l) )) ) 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 DIRECTORS POWERS AND DUTIES OF DIRECTORS POWERS AND DUTIES OF DIRECTORS POWERS AND DUTIES OF DIRECTORS (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;