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SCHEDULE 2MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

PART 2DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

Directors may delegate

5.—(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.