Memorandum of Association

VOTES OF MEMBERS

38 On a show of hands every Ordinary Member and Honorary Member present in person shall have one vote and, on a poll, or secret ballot every Ordinary Member and Honorary Member present in person or by proxy shall have one vote. A proxy must be an Ordinary Member or Honorary Member. No other Members shall be entitled to vote.

39 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairperson whose decision shall be final and conclusive.

40 The appointment of a proxy shall be in the form prescribed by the Council signed by the appointor or a duly authorised attorney.

41 The appointment of a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarial certified copy) shall:

41.1 (in the case of an instrument in writing) be deposited at the Registered Office or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the proxy proposes to vote; or

41.2 in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications,

41.2.1 in the notice convening the meeting; or

41.2.2 in any instrument of proxy sent out by the Society in relation to the meeting; or

41.2.3 in any invitation contained in an electronic communication to appoint a proxy issued by the Society in relation to the meeting, be received at such address not less than forty-eight (48) hours before the time for holding the meeting or adjourned meetings at which the person named in the appointment proposes to vote; or