SCHEDULE 2MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

PART 2DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

Directors may delegate5

1

Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—

a

to such person or committee;

b

by such means (including by power of attorney);

c

to such an extent;

d

in relation to such matters or territories; and

e

on such terms and conditions;

as they think fit.

2

If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

3

The directors may revoke any delegation in whole or part, or alter its terms and conditions.