Appointments and revocations in writing The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective a copy is provided to the Company. POWERS OF THE BOARD Powers generally Except as otherwise required by the Act, any applicable law or this document, the Board: has power to manage the business of the Company; and may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members. Exercise of powers A power of the Board can be exercised only: by resolution passed at a meeting of the Board or otherwise in accordance with rule 12; or in accordance with a delegation of the power under rule 7 or 8. EXECUTING NEGOTIABLE INSTRUMENTS Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide. MANAGING DIRECTOR Appointment and power of Managing Director The Board may appoint one or more persons to be a Managing Director either for a specified term (but not for life) or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director. The Board may delegate any of the powers of the Board to a Managing Director: on the terms and subject to any restrictions the Board decides; and so as to be concurrent with, or to the exclusion of, the powers of the Board, and may revoke the delegation at any time. This rule does not limit rule 8. Retirement and removal of Managing Director A Managing Director is not: subject to automatic retirement under rule 3.4; or required to retire under rule 3.7,
Appointments and revocations in writing The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective a copy is provided to the Company. POWERS OF THE BOARD Powers generally Except as otherwise required by the Act, any applicable law or this document, the Board: has power to manage the business of the Company; and may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members. Exercise of powers A power of the Board can be exercised only: by resolution passed at a meeting of the Board or otherwise in accordance with rule 12; or in accordance with a delegation of the power under rule 7 or 8. EXECUTING NEGOTIABLE INSTRUMENTS Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by signed by two Directors or a Director and Secretary or in such other manner (including the use of facsimile signatures if thought appropriate) as the Board may decide. MANAGING DIRECTOR Appointment and power of Managing Director The Board may appoint one or more persons to be a Managing Director either for a specified term (but not for life) or without specifying a term. Subject to this document, a Managing Director has all the duties, and can exercise all the powers and rights, of a Director. The Board may delegate any of the powers of the Board to a Managing Director: on the terms and subject to any restrictions the Board decides; and so as to be concurrent with, or to the exclusion of, the powers of the Board, and may revoke the delegation at any time. This rule does not limit rule 8. Retirement and removal of Managing Director A Managing Director is not: subject to automatic retirement under rule 3.4; or required to retire under rule 3.7,
HRA-New-Constitution-2017.docx