The Companies Act2006

Company Limited by Guarantee and not having a ShareCapital

Articles ofAssociation

of

The British Society forImmunology

Bates Wells & Braithwaite

2-10 Queen Street Place

London EC4R 1BE

(Telephone: 020 7551 7777)

TheCompanies Act 1985 to2006

CompanyLimitedbyGuaranteeandnot having a ShareCapital

Index to Articles of Association of The British Society forImmunology

CONTENTS

INTERPRETATION

1.Definedterms

2.Scope

OBJECTS AND POWERS

3.Objects

4.Powers

LIMITATION ON PRIVATE BENEFITS

5.Limitation on privatebenefits

LIMITATION OF LIABILITY AND INDEMNITY

6.Liability ofmembers

7.Indemnity

TRUSTEES

TRUSTEES’ POWERS ANDRESPONSIBILITIES

8.Trustees’ generalauthority

9.Trustees maydelegate

10.Committees

11.Delegation of day to day managementpowers

12.Delegation of investmentmanagement

13.Rules

DECISION-MAKING BY TRUSTEES

14.Trustees to take decisionscollectively

15.Calling a Trustees’meeting

16.Participation in Trustees’meetings

17.Quorum for Trustees’meetings

18.Chairing of Trustees’meetings

19.Castingvote

20.Unanimous decisions without ameeting

21.Trustee interests and management of conflicts ofinterest

22.Register of Trustees’interests

23.Validity of Trusteeactions

24.Attendance and speaking bynon-Trustees

APPOINTMENT AND RETIREMENT OF TRUSTEES

25.Number ofTrustees

26.Appointment of Trustees

27.Disqualification and removal ofTrustees

MEMBERS

BECOMING AND CEASING TO BE A MEMBER

28.Becoming amember

29.Termination ofmembership

30.Categories ofmembership

31.Associatemembers

32.The Forum

ORGANISATION OF GENERAL MEETINGS

33.Annual generalmeetings

34.Other generalmeetings

35.Length ofnotice

36.Contents ofnotice

37.Service ofnotice

38.Attendance and speaking at generalmeetings

39.Quorum for generalmeetings

40.Chairing generalmeetings

41.Attendance and speaking by Trustees andnon-members

42.Adjournment

VOTING AT GENERAL MEETINGS

43.Voting:general

44.Votes

45.Errors anddisputes

46.Pollvotes

47.Procedure on apoll

48.Proxies

49.Delivery of ProxyNotices

50.Amendments toresolutions

WRITTEN RESOLUTIONS

51.Writtenresolutions

ADMINISTRATIVE ARRANGEMENTS AND MISCELLANEOUS

52.Communications by the Society

53.Communications to theSociety

54.Secretary

55.Irregularities

56.Minutes

57.Records andaccounts

58.Exclusion of modelarticles

WINDING UP

59.Windingup

Schedule 1 INTERPRETATION

1

016860/0004/001448515/Ver.01016860/0004/001443988/Ver.01

The Companies Acts 1985 to 2006

Company Limited by Guarantee and not having a Share Capital

Articles of Association

of

The British Society forImmunology

INTERPRETATION

  1. Definedterms

The interpretation of these Articles is governed by the provisions set out in the Schedule at the endoftheArticles.

  1. Scope
  2. Throughout these Articles “charitable” means charitable in accordance with the law of England and Wales provided that it will not include any purpose which is not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005.
  3. For the avoidance of doubt, the system of law governing the constitution of the charity is the law of England and Wales.

OBJECTS ANDPOWERS

  1. Objects

The objects of the Society (the Objects) shall be to advance the science of immunology for thebenefitof thepublic.

  1. Powers

To further its Objects the Societymay:

3.14.1provide and assist in the provision of money, materials or otherhelp;

3.24.2organiseandassistintheprovisionofconferences,coursesofinstruction,exhibitions,lecturesandother educationalactivities;

3.34.3publish and distribute books, pamphlets, reports, leaflets, journals, films, tapes andinstructionalmatter on anymedium;

3.44.4promote,encourage,carryoutorcommissionresearch,surveys,studiesorotherwork,makingtheuseful resultsavailable;

3.54.5provide or procure the provision of counselling andguidance;provide or procure the provision ofadvice;

3.64.6aloneorwithotherorganisationsseektoinfluencepublicopinionandmakerepresentationstoandseek to influence governmental and other bodies and institutions regarding the reform,developmentand implementation of appropriate policies, legislation and regulations provided that allsuchactivities shall be confined to those which an English and Welsh charity may properlyundertake;

3.74.7enter into contracts to provide services to or on behalf of otherbodies;

3.84.8acquire or rent any property of any kind and any rights or privileges in and over propertyandconstruct, maintain, alter and equip any buildings orfacilities;

3.94.9disposeofordealwithalloranyofitspropertywithorwithoutpaymentandsubjecttosuchconditionsastheTrusteesthinkfit(inexercisingthispowertheSocietymustcomplyasappropriatewith the Charities Act2011);

3.104.10borroworraiseandsecurethepaymentofmoneyforanypurposeincludingforthepurposesofinvestmentorofraisingfunds,includingchargingpropertyassecurityfortherepaymentofmoney borrowed or as security for a grant or the discharge of an obligation (the Society must comply as appropriate with the Charities Act 2011 if it wishes to mortgage land);

3.114.11set aside funds for special purposes or as reserves against futureexpenditure;

3.124.12investtheSociety’smoneynotimmediatelyrequiredfortheObjectsinoruponanyinvestments,securities, orproperty;

3.134.13arrangeforinvestmentsorotherpropertyoftheSocietytobeheldinthenameofanomineeornominees and pay any reasonable feerequired;

3.144.14lend money and give credit to, take security for such loans or credit and guarantee or give securityforthe performance of contracts by any person orcompany;

3.154.15openandoperatebankaccountsandotherfacilitiesforbankinganddraw,accept,endorse,issueorexecute promissory notes, bills of exchange, cheques and otherinstruments;

3.164.16accept (or disclaim) gifts of money and any otherproperty;

3.174.17raise funds by way of subscription, donation orotherwise;

3.184.18trade in the course of carrying out the Objects and carry on any other trade which is not expectedtogive rise to taxableprofits;

3.194.19incorporate and acquire subsidiary companies to carry on anytrade;

3.204.20subject to Article54 (limitation on privatebenefits):

3.20.14.20.1engage and pay employees, consultants and professional or other advisers;and

3.20.24.20.2make reasonable provision for the payment of pensions and other retirement benefits tooron behalf of employees and their spouses anddependants;

3.214.21establish and support or aid in the establishment and support of any other organisationsandsubscribe, lend or guarantee money or property for charitablepurposes;

3.224.22become a member, associate or affiliate of or act as Trustee or appoint Trustees of anyotherorganisation (including without limitation any charitable trust of permanent endowment propertyheld for any of the charitable purposes included in theObjects);

3.234.23undertake and execute charitabletrusts;

3.244.24impose restrictions, which may be revocable or irrevocable, on the use of any property of theSociety,including (without limitation) by creating permanentendowment;

3.254.25amalgamate or merge with or acquire or undertake all or any of the property, liabilitiesandengagements of anybody;

3.264.26co-operate with charities, voluntary bodies, statutory authorities and other bodies andexchangeinformation and advice withthem;

3.274.27pay out of the funds of the Society the costs of forming and registering theSociety;

3.284.28insurethepropertyoftheSocietyagainstanyforeseeableriskandtakeoutotherinsurancepoliciesasare considered necessary by the Trustees to protect theSociety;

3.294.29provideindemnityinsurancefortheTrusteesoranyotherofficeroftheSocietyinaccordancewith,and subject to the conditions in, Section 189 of the Charities Act 2011 (provided that in the case ofanofficer who is not a Trustee, the second and third references to “charity Trustees” in the saidSection189(1) shall be treated as references to officers of the Society);and

3.304.30do all such other lawful things as may further theObjects.

LIMITATION ON PRIVATEBENEFITS

  1. Limitation on privatebenefits
  2. The income and property of the Society shall be applied solely towards the promotion of itsObjects.

Permitted benefits tomembers

4.25.2No part of the income and property of the Society may be paid or transferred directly or indirectlybywayofdividend,bonusorotherwisebywayofprofittoanymemberoftheSociety.Thisshallnotprevent any payment in good faith by the Society of:

4.2.15.2.1any payments made to any member in his, her or its capacity as a beneficiary oftheSociety;

4.2.25.2.2reasonable and proper remuneration to any member for any goods or services suppliedtothe Society (including services performed by the member under a contract ofemploymentwiththeSociety),providedthatifsuchmemberisaTrusteeArticles5.34.3,5.44.4and5.54.5shallapply;

4.2.35.2.3interest at a reasonable and proper rate on money lent by any member to theSociety;

4.2.45.2.4any reasonable and proper rent for premises let by any member to the Society;and

4.2.55.2.5anypaymentstoamemberwhoisalsoaTrusteewhicharepermittedunderArticles5.34.3,5.44.4 or5.54.5.

Permitted benefits to Trustees and ConnectedPersons

4.35.3No Trusteemay:

4.3.15.3.1sell goods, services or any interest in land to theSociety;

4.3.25.3.2be employed by, or receive any remuneration from, the Society;or

4.3.35.3.3receive any other financial benefit from theSociety;

unlessthepaymentispermittedbyArticles5.44.4or5.54.5orauthorisedbythecourtortheCharityCommission.

4.45.4A Trustee may receive the following benefits from theSociety:

4.4.15.4.1aTrusteeorpersonConnectedtoaTrusteemayreceiveabenefitfromtheSocietyinhis,her or its capacity as a beneficiary of theSociety;

4.4.25.4.2a Trustee or person Connected to a Trustee may be reimbursed by the Society for, ormaypay out of the Society’s property, reasonable expenses properly incurred by him, her oritwhen acting on behalf of theSociety;

4.4.35.4.3aTrusteeorpersonConnectedtoaTrusteemaybepaidreasonableandproperremuneration by the Society for any goods or services supplied to the Society ontheinstructionsoftheTrustees(excluding,inthecaseofaTrustee,theserviceofactingasTrustee and services performed under a contract of employment with theSociety)providedthatthisprovisionandArticle5.5.34.5.3maynotapplytomorethanhalfoftheTrusteesinanyfinancialyear(andforthesepurposesthisprovisionshallbetreatedasapplying to a Trustee if it applies to a person who is a person Connected to thatTrustee);

4.4.45.4.4a Trustee or person Connected to a Trustee may receive interest at a reasonableandproper rate on money lent to theSociety;

4.4.55.4.5aTrusteeorpersonConnectedtoaTrusteemayreceivereasonableandproperrentforpremises let to theSociety;

4.4.65.4.6theSocietymaypayreasonableandproperpremiumsinrespectofindemnityinsuranceeffected in accordance with Article 4.293.29;and

4.4.75.4.7a Trustee or other officer of the Society may receive payment under an indemnity fromtheSociety in accordance with the indemnity provisions set out at Article76;

provided that where benefits are conferred under Article 5.44.4, Article 2120 (Conflicts of Interest) mustbecomplied with by the relevant Trustee in relation to any decisions regarding thebenefit.

SubsidiaryCompanies

4.55.5A Trustee may receive the following benefits from any SubsidiaryCompany:

4.5.15.5.1aTrusteeorapersonConnectedtoaTrusteemayreceiveabenefitfromanySubsidiaryCompany in his, her or its capacity as a beneficiary of the Society or of anySubsidiaryCompany;

4.5.25.5.2a Trustee or a person Connected to a Trustee may be reimbursed by any SubsidiaryCompanyfor,ormaypayoutofanySubsidiaryCompany’sproperty,reasonableexpensesproperlyincurred by him, her or it when acting on behalf of any SubsidiaryCompany;

4.5.35.5.3a Trustee or a person Connected to a Trustee may be paid reasonable andproperremuneration by any Subsidiary Company for any goods or services supplied toanySubsidiary Company, with the prior approval of the Trustees, (excluding servicesperformedunder a contract of employment with any Subsidiary Company) provided that thisprovisionandArticle5.4.34.4.3maynotapplytomorethanhalfoftheTrusteesinanyfinancialyear(andforthesepurposesthisprovisionshallbetreatedasapplyingtoaTrusteeifitappliestoaperson Connected to thatTrustee);

4.5.45.5.4aTrusteeorapersonConnectedtoaTrusteemay,withthepriorapprovaloftheTrustees,receive interest at a reasonable and proper rate on money lent to any SubsidiaryCompany;

4.5.55.5.5aTrusteeorapersonConnectedtoaTrusteemay,withthepriorapprovaloftheTrustees,receive reasonable and proper rent for premises let to any SubsidiaryCompany;

4.5.65.5.6anySubsidiaryCompanymaypayreasonableandproperpremiumsinrespectofindemnityinsurance for its directors and officers;and

4.5.75.5.7a Trustee or a person Connected to a Trustee may receive payment under an indemnityfromany Subsidiary Company in accordance with the constitution of the relevantSubsidiaryCompany;

providedthattheaffectedTrusteemaynottakepartinanydecisionoftheTrusteestoapproveabenefit under Articles 5.5.34.5.3,5.5.44.5.4 or5.5.54.5.5.

LIMITATION OF LIABILITY ANDINDEMNITY

  1. Liability ofmembers

The liability of each member is limited to £1, being the amount that each member undertakestocontributetotheassetsoftheSocietyintheeventofitsbeingwoundupwhilehe,sheoritisamember or within one year after he, she or it ceases to be a member,for:

5.16.1payment of the Society’s debts and liabilities contracted before he, she or it ceases to be amember;

5.26.2payment of the costs, charges and expenses of winding up;and

5.36.3adjustment of the rights of the contributories amongthemselves.

  1. Indemnity

WithoutprejudicetoanyindemnitytowhichaTrusteemayotherwisebeentitled,everyTrusteeofthe Society shall be indemnified out of the assets of the Society in relation to any liability incurredbyhimorherinthatcapacitybutonlytotheextentpermittedbytheCompaniesActs;andeveryotherofficeroftheSocietymaybeindemnifiedoutoftheassetsoftheSocietyinrelationtoanyliabilityincurredbyhimorherinthatcapacity,butonlytotheextentpermittedbytheCompaniesActs.

TRUSTEES

TRUSTEES’ POWERS ANDRESPONSIBILITIES

  1. Trustees’ generalauthority

Subject to the Articles, the Trustees are responsible for the management of the Society’s business,forwhich purpose they may exercise all the powers of theSociety.

  1. Trustees maydelegate
  2. Subject to the Articles, the Trustees may delegate any of their powers or functions to anycommittee.
  3. Subject to the Articles, the Trustees may delegate the implementation of their decisions or day todaymanagement of the affairs of the Society to any person orcommittee.
  4. Any delegation by the Trustees may be:
  5. by suchmeans;
  6. to such anextent;
  7. in relation to such matters or territories;and
  8. on such terms andconditions;as they thinkfit.
  9. The Trustees may authorise further delegation of the relevant powers, functions, implementationofdecisions or day to day management by any person or committee to whom they aredelegated.
  10. The Trustees may revoke any delegation in whole or part, or alter its terms andconditions.
  11. TheTrusteesmaybypowerofattorneyorotherwiseappointanypersontobetheagentoftheSociety for such purposes and on such conditions as theydetermine.
  12. Committees
  13. In the case of delegation tocommittees:
  14. theresolutionmakingthedelegationmustspecifythosewhoshallserveorbeaskedtoserve on the committee (although the resolution may allow the committee to makeco-options up to a specifiednumber);
  15. the composition of any committee shall be entirely in the discretion of theTrusteesprovided that there shall be at least one Trustee on suchcommittee;
  16. thedeliberationsofanycommitteemustbereportedregularlytotheTrusteesandanyresolutionpassedordecisiontakenbyanycommitteemustbereportedpromptlytotheTrustees and every committee must appoint a secretary for thatpurpose;
  17. theTrusteesmaymakesuchregulationsandimposesuchtermsandconditionsandgivesuch mandates to any committee as they may from time to time think fit;and

9.1.510.1.5no committee shall knowingly incur expenditure or liability on behalf of the Societyexceptwhere authorised by the Trustees or in accordance with a budget which has beenapproved by the Trustees.

9.210.2The meetings and proceedings of any committee shall be governed by the Articles regulatingthemeetings and proceedings of the Trustees so far as they apply and are not superseded byanyregulations made by theTrustees.

  1. Delegation of day to day managementpowers

InthecaseofdelegationofthedaytodaymanagementoftheSocietytoachiefexecutiveorothermanager ormanagers:

10.111.1the delegated power shall be to manage the Society by implementing the policy and strategyadoptedby and within a budget approved by the Trustees and (if applicable) to advise the Trustees inrelationto such policy, strategy andbudget;

10.211.2theTrusteesshallprovideanymanagerwithadescriptionofhisorherroleandtheextentofhisorher authority;and

10.311.3anymanagermustreportregularlytotheTrusteesontheactivitiesundertakeninmanagingtheSocietyandprovidethemregularlywithmanagementaccountswhicharesufficienttoexplainthefinancial position of theSociety.

  1. Delegation of investmentmanagement

The Trustees may delegate the management of investments to a Financial Expert or Expertsprovidedthat:

11.112.1the investment policy is set down in Writing for the Financial Expert or Experts by theTrustees;

11.212.2timely reports of all transactions are provided to theTrustees;

11.312.3the performance of the investments is reviewed regularly with theTrustees;

11.412.4the Trustees are entitled to cancel the delegation arrangement at anytime;

11.512.5the investment policy and the delegation arrangements are reviewedregularly;

11.612.6allpaymentsduetotheFinancialExpertorExpertsareonascaleoratalevelwhichisagreedinadvance and are notified promptly to the Trustees on receipt;and

11.712.7the Financial Expert or Experts must not do anything outside the powers of theTrustees.

  1. Rules
  2. The Trustees may from time to time make, repeal or alter such rules as they think fit as tothemanagementoftheSocietyanditsaffairs.TherulesshallbebindingonallmembersoftheSociety.No rule shall be inconsistent with the Companies Acts, the Articles or any rule oflaw.
  3. The rules may regulate the following matters but are not restricted tothem:
  4. the duties of any officers or employees of theSociety;
  5. the admission of members of the Society and the benefits conferred on such members,andany subscriptions, fees or payments to be made bymembers;
  6. theconductofmembersoftheSocietyinrelationtooneanother,andtotheSociety’semployees andvolunteers;
  7. the conduct of business of the Trustees or any committee (including, without limitation,howthe Trustees make decisions and how such rules are to be recorded or communicatedtoTrustees);
  8. the procedure at generalmeetings;
  9. any of the matters or things within the powers or under the control of the Trustees;and
  10. generally, all such matters as are commonly the subject matter of companyrules.
  11. TheSocietyingeneralmeetinghasthepowertoalter,addtoorrepealtherulesandtheTrusteesshalladoptsuchmeansastheythinksufficienttobringtothenoticeofmembersoftheSocietyallsuchrules.

DECISION-MAKING BYTRUSTEES

  1. Trustees to take decisionscollectively

Any decision of the Trustees must beeither:

13.114.1by decision of a majority of the Trustees present and voting at a quorate Trustees’ meeting (subjecttoArticle 1918);or

13.214.2a unanimous decision taken in accordance with Article2019.

  1. Calling a Trustees’meeting
  2. A Trustee may (and the Secretary, if any, must at the request of a Trustee) call a Trustees’meeting.
  3. A Trustees’ meeting must be called by at least seven Clear Days’ notice unlesseither:
  4. all the Trustees agree;or
  5. urgent circumstances require shorternotice.
  6. Notice of Trustees’ meetings must be given to eachTrustee.
  7. Every notice calling a Trustees’ meeting mustspecify:
  8. the place, day and time of themeeting;
  9. the general nature of the business to be considered at such meeting;and
  10. ifitisanticipatedthatTrusteesparticipatinginthemeetingwillnotbeinthesameplace,how it is proposed that they should communicate with each other during themeeting.

14.515.5Notice of Trustees’ meetings need not be inWriting.

14.615.6Article 5251 shall apply, and notice of Trustees’ meetings may be sent by Electronic Means toanAddress provided by the Trustee for thepurpose.

  1. Participation in Trustees’meetings
  2. SubjecttotheArticles,TrusteesparticipateinaTrustees’meeting,orpartofaTrustees’meeting,when:
  3. the meeting has been called and takes place in accordance with the Articles;and
  4. theycaneachcommunicatetotheothersanyinformationoropinionstheyhaveonanyparticular item of the business of the meeting (for example via telephone orvideoconferencing).
  5. IndeterminingwhetherTrusteesareparticipatinginaTrustees’meeting,itisirrelevantwhereanyTrustee is or how they communicate with eachother.
  6. IfalltheTrusteesparticipatinginameetingarenotinthesameplace,theymaydecidethatthemeeting is to be treated as taking place wherever any of themis.
  7. Quorum for Trustees’meetings
  8. AtaTrustees’meeting,unlessaquorumisparticipating,noproposalistobevotedon,exceptaproposal to call anothermeeting.
  9. The quorum for Trustees’ meetings may be fixed from time to time by a decision of the Trustees, butitmustneverbelessthanhalfofthenumberoftheirnumberorthreeTrustees,whicheveristhegreater.
  10. If the total number of Trustees for the time being is less than the quorum required, the Trusteesmustnot take any decision other than adecision:
  11. to appoint further Trustees;or
  12. to call a general meeting so as to enable the members to appoint furtherTrustees.
  13. Chairing of Trustees’meetings

ThePresident,ifany,orinhisorherabsenceanotherTrusteenominatedbytheTrusteespresentshall preside as chair of each Trustees’meeting.

  1. Castingvote
  2. IfthenumbersofvotesforandagainstaproposalataTrustees’meetingareequal,thechairofthemeeting has a casting vote in addition to any other vote he or she mayhave.
  3. Article19.118.1doesnotapplyif,inaccordancewiththeArticles,thechairofthemeetingisnottobecounted as participating in the decision-making process for quorum or votingpurposes.
  4. Unanimous decisions without ameeting
  5. AdecisionistakeninaccordancewiththisArticle2019whenalloftheTrusteesindicatetoeachotherbyanymeans(includingwithoutlimitationbyElectronicMeans,suchasbyemailorbytelephone)thattheyshareacommonviewonamatter.TheTrusteescannotrelyonthisArticletomakeadecisionifoneormoreoftheTrusteeshasaConflictofInterestwhich,underArticle2120,resultsinthem not being entitled tovote.
  6. Such a decision may, but need not, take the form of a resolution in Writing, copies of which havebeensigned by each Trustee or to which each Trustee has otherwise indicated agreement inWriting.
  7. AdecisionwhichismadeinaccordancewiththisArticle2019shallbeasvalidandeffectualasifithadbeenpassedatameetingdulyconvenedandheld,providedthefollowingconditionsarecompliedwith:
  8. approval from each Trustee must be received by one person being either such person asallthe Trustees have nominated in advance for that purpose or such other personasvolunteersifnecessary(“theRecipient”),whichpersonmay,fortheavoidanceofdoubt,be one of theTrustees;
  9. following receipt of responses from all of the Trustees, the Recipient must communicatetoalloftheTrustees(byanymeans)whethertheresolutionhasbeenformallyapprovedbythe Trustees in accordance with this Article20.319.3;
  10. the date of the decision shall be the date of the communication from theRecipientconfirming formal approval;and
  11. the Recipient must prepare a minute of the decision in accordance with Article5655(minutes).
  12. Trustee interests and management of conflicts ofinterest

Declaration ofinterests

20.121.1Unless Article 21.220.2 applies, a Trustee must declare the nature and extentof:

20.1.121.1.1any direct or indirect interest which he or she has in a proposed transaction orarrangementwith the Society;and

20.1.221.1.2any duty or any direct or indirect interest which he or she has which conflicts or mayconflictwith the interests of the Society or his or her duties to theSociety.

20.221.2There is no need to declare any interest or duty of which the other Trustees are, or oughtreasonablyto be, alreadyaware.

Participation indecision-making

20.321.3IfaTrustee’sinterestordutycannotreasonablyberegardedaslikelytogiverisetoaconflictofinterestoraconflictofdutieswithorinrespectoftheSociety,heorsheisentitledtoparticipateinthe decision-making process, to be counted in the quorum and to vote in relation to the matter.AnyuncertaintyaboutwhetheraTrustee’sinterestordutyislikelytogiverisetoaconflictshallbedetermined by a majority decision of the other Trustees taking part in the decision-makingprocess.

20.421.4IfaTrustee’sinterestordutygivesrise(orcouldreasonablyberegardedaslikelytogiverise)toaconflict of interest or a conflict of duties with or in respect of the Society, he or she may participateinthe decision-making process and may be counted in the quorum and voteunless:

20.4.121.4.1the decision could result in the Trustee or any person who is Connected with him orherreceiving a benefit otherthan:

(a)anybenefitreceivedinhis,heroritscapacityasabeneficiaryoftheSociety(aspermitted under Article 5.4.14.4.1) and which is available generally to the beneficiariesoftheSociety;

(b)the payment of premiums in respect of indemnity insurance effected inaccordancewith Article4.293.29;

(c)payment under the indemnity set out at Article 76; and

(d)reimbursement of expenses in accordance with Article 5.4.24.4.2;or

20.4.221.4.2amajorityoftheotherTrusteesparticipatinginthedecision-makingprocessdecidetothecontrary,in which case he or she must comply with Article21.520.5.

20.521.5If a Trustee with a conflict of interest or conflict of duties is required to comply with this Article21.520.5,he or shemust:

20.5.121.5.1take part in the decision-making process only to such extent as in the view of theotherTrustees is necessary to inform thedebate;

20.5.221.5.2not be counted in the quorum for that part of the process;and

20.5.321.5.3withdraw during the vote and have no vote on thematter.

Continuing duties to theSociety

20.621.6WhereaTrusteeorpersonConnectedwithhimorherhasaconflictofinterestorconflictofdutiesandtheTrusteehascompliedwithhisorherobligationsundertheseArticlesinrespectofthatconflict:

20.6.121.6.1the Trustee shall not be in breach of his or her duties to the Society bywithholdingconfidentialinformationfromtheSocietyiftodiscloseitwouldresultinabreachofanyother duty or obligation of confidence owed by him or her;and

20.6.221.6.2the Trustee shall not be accountable to the Society for any benefit expressly permittedundertheseArticleswhichheorsheoranypersonConnectedwithhimorherderivesfromanymatter or from any office, employment orposition.

  1. Register of Trustees’interests

The Trustees must cause a register of Trustees’ interests to bekept.

  1. Validity of Trusteeactions

All acts done by a person acting as a Trustee shall, even if afterwards discovered that there was adefect in his or her appointment or that he or she was disqualified from holding office or had vacatedoffice,beasvalidasifsuchpersonhadbeendulyappointedandwasqualifiedandhadcontinuedtobe aTrustee.

  1. Attendance and speaking bynon-Trustees

ThePresidentmaypermitpersonswhoarenotTrusteestoattendandspeak(butnotvote)atanypart of a Trustees’meeting.

APPOINTMENT AND RETIREMENT OFTRUSTEES

  1. Number ofTrustees

There shall be no fewer than eight and no more than twelveTrustees.

  1. Appointment of Trustees
  2. The board of Trustees shall consist of thefollowing:
  3. thePresident;
  4. theTreasurer;
  5. the ClinicalSecretary;
  6. the Chair of the Forum (exofficio);
  7. four members of the Society elected in accordance with Article 26.425.4;and
  8. uptofourpersons(whoneednotbemembersoftheSociety),co-optedbytheTrusteesasadditionalTrustees.
  9. NopersonmayserveasaTrusteeifheorsheisdisqualifiedfromactingundertheprovisionsofArticle 2726, or if he or she is unwilling to act as aTrustee.
  10. No person may serve as a Trustee under Articles 26.1.125.1.1 to 26.1.525.1.5 unless he or she has been amemberof the Society for at least twelve months and unless all monies then payable by him or her totheSociety have beenpaid.

ThePresident,Treasurer,ClinicalSecretaryandTrusteestakingofficeunderArticle26.1.525.1.5