As amended on the 22nd November 2011 at the Annual General Meeting of the

POWERS & DUTIES OF DIRECTORS

39. 
    (a) The business of the League shall be managed by the Directors who may pay all expenses incurred in promoting and arranging for the incorporation of the League and who may exercise all such powers of the League as are not by the Act or by this Constitution required to be exercised by the League in general meeting subject nevertheless to any of these Clauses and to the provisions of the Act and to such Rules and Regulations as may be prescribed by the Board of Directors.
    

(b) The Board of Directors may by resolution make such rules or regulations not inconsistent with the Constitution of the League as are deemed necessary for the proper carrying out of the objects and powers of the League and the Board of Directors may from time to time by resolution revoke or alter any such rule or regulation provided however that no revocation or alteration or adoption of a rule or regulation by the Board of Directors by resolution shall invalidate any prior act of the Directors which would have been valid prior to such amendment rescission or adoption.

40. 
    The Directors may exercise all the powers of the League to borrow money and to mortgage or charge its undertaking, property, and uncalled capital, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the League or of any third part.
    

41. 
    The Directors may exercise all the powers of the League in relation to any official seal for use outside the State and in relation to branch registers.
    

42. 
    The Directors may from time to time by power of attorney appoint any, corporation, firm or person or body of persons whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the League for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the Directors under this Constitution) and for such period and subject to such conditions as they may thinks fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
    

43. 
    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the League, shall be signed, drawn, accepted, endorsed or otherwise executed, as they case may be, by any three Directors or in such other manner as the Directors from time to time determine.
    

44. 
    The Directors shall cause minutes to be made:
    

1. 
   of all appointments of officers;
   
2. 
   of names of Directors present at all meetings of the League in General Committee and of the Directors; and
   
3. 
   of all proceedings at all meetings of the League, the General Committee and of the Directors.
   

Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.
PROCEEDINGS OF DIRECTORS & COMMITTEES

45. 
    The Directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit. A Director may at any time and the Manager shall on the requisition of a Director summon a meeting of the Directors.
    

46. 
    Subject to these regulations, questions arising at any meeting of Directors shall be decided by a majority of votes and a determination by a majority of Directors shall for all purposes be deemed a determination of the Directors. In the case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
    

47. 
    A Director shall not vote in respect of any contract or proposed contract with the League in which he is interested, or any matter arising thereout, and if he does so vote his vote shall not be counted.
    

48. 
    The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be fixed.
    

49. 
    If at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting.
    

50. 
    The Directors may delegate any of their powers to committees consisting of such person or persons as they think fit; any committees formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
    

51. 
    A committee may elect a Chairman of its meetings, if no such Chairman is elected, or if at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting.
    

52. 
    A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote.
    

53. 
    All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, be as valid as if every such person had been duly appointed and was qualified to be a Director.
    

54. 
    A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors, shall be as valid and effectual as if it had been passed as a meeting of Directors duly convened and held. Any such resolutions may consist of several documents in like form, each signed by one or more Directors.