ITF

27 (d) (d) (d) (d) The President shall preside at all meetings of the Board of Directors as Chairman or, if there is no President for the time being or if the President is unable or unwilling to attend, the members of the Board of Directors present shall choose one of their number to be the Chairman of the meeting. (e) (e) (e) (e) Unless otherwise required by these Articles, all questions (other than questions of procedure) at meetings of the Board of Directors and all Resolutions of the Board of Directors shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second and casting vote. PROVIDED that in the case of postal or fax voting called for by the Chairman, the required majority shall be two-thirds of the Board of Directors. (f) (f) (f) (f) The quorum for a meeting of the Board of Directors shall be NINE (9). (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.

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