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PREMIER LEAGUE

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ARTICLES OF ASSOCIATION<br />

Directors’ Expenses<br />

57. A Director and any person appointed by the Board under Article 53 may be paid all reasonable<br />

travelling, hotel, and other expenses properly incurred by them in connection with their<br />

attendance at meetings of the Board or otherwise in connection with the discharge of<br />

their duties.<br />

Directors’ Interests<br />

58. Subject to the provisions of the Act and provided that he has disclosed to the Members the<br />

nature and extent of any material interest which he has, and obtained the consent of the<br />

Members by Resolution, a Director notwithstanding his office:<br />

58.1 may be a party to, or otherwise interested in, any transaction or arrangement with the<br />

Company or in which the Company is otherwise interested;<br />

58.2 may be a director or other officer of, or employed by, or a party to any transaction or<br />

arrangement with, or otherwise interested in, any body corporate promoted by the<br />

Company or in which the Company is otherwise interested; and<br />

58.3 shall not, by reason of his office, be accountable to the Company for any benefit which<br />

he derives from any such office or employment or from any such transaction or<br />

arrangement and no such transaction or arrangement shall be liable to be avoided<br />

on the ground of any such interest or benefit.<br />

59. For the purpose of Article 58:<br />

59.1 a general notice given to the Members that a Director is to be regarded as having an<br />

interest of the nature and extent specified in the notice in any transaction or<br />

arrangement in which a specified person or class of persons is interested shall be<br />

deemed to be a disclosure that the Director has an interest in any such transaction of<br />

the nature and extent so specified; and<br />

59.2 an interest of which a Director has no knowledge and of which it is unreasonable<br />

to expect him to have knowledge shall not be treated as an interest of his.<br />

Proceedings of the Board<br />

60. Subject to the provisions of the Articles and the Rules, the Board may regulate its proceedings<br />

as it thinks fit. A Director may, and the Secretary at the request of a Director shall, call a<br />

meeting of the Board. Any question arising at a meeting of the Board on which the Directors<br />

are not unanimous shall be referred to the Members at the next General Meeting.<br />

61. The quorum for the transaction of the business of the Board shall be two Directors.<br />

62. If the number of Directors is less than two, the continuing Director may act only for the<br />

purpose of calling a General Meeting or for the purposes referred to in Article 56.1.<br />

460

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