Memorandum of Association

63.4 The Council may at any time elect a person to fill a vacancy in any Office, save for the office of President the procedure for which is as defined in Articles 63.1 to 63.3, and such person must be an Ordinary Member. Any person so elected shall hold office until the next Annual General Meeting.

CO-OPTEES

64 The Council shall have the power at any time to co-opt to the Council any person who is an Ordinary Member or Honorary Member. Any person so co-opted shall hold office until the next Annual General Meeting but may then be co-opted at any time thereafter. Any person so co-opted shall be entitled to attend and speak at any meeting of the Council but not to vote on any question arising at a Council meeting.

PROCEEDINGS OF THE COUNCIL

65 Subject to the provisions of the Articles, the Council may regulate their proceedings as they think fit, including conducting business in person or by electronic means. The President or any three members of Council may, and on the request of the President or any three members of Council, the General Secretary shall, at any time summon a meeting of the Council by serving at least twenty-eight days’ notice (or such shorter notice period as may be agreed by all members of the Council) on each member of Council at their address (electronic communication is permitted).

66 Questions arising at a meeting of the Council shall be decided by a majority of votes. In the case of an equality of votes, the chairperson of the meeting shall have a second or casting vote.

67 The quorum for the transaction of the business of the Council may be fixed by the Council and, unless fixed, shall not be less than seven members of Council, at least four of whom shall be Ordinary Council Members.

68 The President, or in their absence, a member of Council nominated by the President, shall chair all meetings of the Council at which they shall be present, but if at any meeting neither the President nor such nominee is willing to preside or neither is present within five minutes after the time appointed for holding the meeting, the Council present shall elect one of their number to chair the meeting.