WORLD ARABIAN HORSE ORGANIZATION
CONSTITUTION

1. NAME

The name of the Organization (hereinafter called "The Organization") shall be "The World Arabian Horse Organization."

2. OBJECTS OF THE ORGANIZATION

(a) To preserve, improve and maintain the purity of the blood horses of the Arabian breed and to promote public interest in the science of the breeding of Arabian horses by continuing the introduction of Arabian blood into the breeding of light horses.

(b) For the advancements of education for the benefit of the public, to promote and facilitate the acquisition and distribution of the knowledge in all Countries of the history, care and treatment of horses of the Arabian breed.

In furtherance of the above Objects but not otherwise:

(c) To advise and co-ordinate the policies and activities of Members of the Organization, provided always that the Organization shall have no power or jurisdiction over the internal policies and domestic activities of its Members or any of them.

(d) To co-operate with any person, body of persons, firm, partnership, whether corporate or unincorporated, domiciled throughout the world in an endeavour to promote uniformity in terminology, definitions and procedures relative to the breed of Arabian horses.

(e) To compile and publish information relating to horses of all Arabian breed throughout the world.

(f) To act in a consultative capacity in discussion and negotiation with International, National, Municipal and other authorities, departments, bodies and persons on matters concerning horses of the Arabian breed.

(g) To disseminate information concerning breeding methods, stud management practices, feeding and veterinary matters and all or any other matters by means of conferences, lectures, discussions, books, newsletters, correspondence, television or radio broadcast or cinematograph films, videotapes or otherwise and to co-operate in the dissemination of such information with any government, authority, university, college, research institution, charity or other body whatsoever.

(h) To promote tests of endurance and efficiency of horses of the Arabian breed.

(i) To relieve sick and injured horses in general needing care and attention and in particular horses of the Arabian breed.

(j) To encourage in other ways the improvement of the breed of Arabian horses by the award of brood mare and stallion premiums, rosettes and other honours.

(k) To encourage, support or organise the exchange of judges of horses of the Arabian breed between all or any Countries.

(l) To receive subscriptions, donations, gifts, whether pecuniary or otherwise, and to undertake or execute any trust or trusts which may seem conducive to the Objects of the Organization.

(m) To purchase, take on lease, hire, receive by way of gift or otherwise acquire, and to sell, let or otherwise dispose of any real or personal property which may be considered expedient with a view to the promotion of the Objects of the Organization.

(n) To apply the income and assets of the Organization solely towards the promotion of the Objects of the Organization and not to pay or transfer, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit any portion of such income or assets to the members of the Organization: Provided always that nothing herein shall prevent the payment in good faith of reasonable remuneration to any officer, servant or member of the Organization or to any person in return for any services actually rendered to the Organization, but in no circumstance shall any member of the Executive Committee be appointed to any salaried office of the Organization or any office of the Organization paid by fees, nor shall any remuneration or other benefit in money or money's worth be given by the Organization to any member of the Executive Committee except repayment of out of pocket expenses.

(o) To borrow money upon such security and at such interest as may be determined and to invest money not immediately required for the purposes of the Organization in such investments, securities and property as may be thought fit in accordance with Clause 20(k).

(p) To cause the Organization to become incorporated by Royal Charter or Act of Parliament or as a company limited by guarantee.

(q) To do or undertake any other thing or things of a lawful nature as shall further the attainment of the Objects of the Organization or any of them.

3. DEFINITION

For the purposes of these presents, the expression:

"Horses of the Arabian breed" shall mean those horses registered in the pure Arabian Stud Books of any body corporate or unincorporated which is an approved Member under Clause 5 hereof.

4. CLASSES OF MEMBERSHIP

Membership of the Organization shall be of the following kinds:-

(a) Members (Voting Members)

(b) Associates

(c) Individual Associates

(d) Honorary Life Associates

(e) Such other classes of membership as the Executive Committee may decide.

5. MEMBERS

Voting Members:

Any National Association or other, institution or Society, whether incorporated or unincorporated, which is generally recognised in its own country as a registration authority for horses of the Arabian breed shall be eligible to be a Member of the Organization. Each Member shall be entitled to two Voting Delegates. A Member shall appoint Voting Delegates by notice in writing left at the office of the Organization and may by a like notice remove any Voting Delegate so appointed and appoint any other person in place of a Voting Delegate appointed by such a Member who is so removed or dies or otherwise vacates office. Unless otherwise provided by the notice of his appointment a Voting Delegate shall hold office for four years but shall be eligible to be re- appointed. Such Voting Delegates of a Member may exercise on behalf of that Member all powers of membership in relation to General Meetings of the Organization. Each Member may also nominate one or more substitutes who in the absence of either or both the Voting Delegate or Delegates as the case may be. The Executive Committee shall examine the credentials of all Voting Delegates and alternates prior to the beginning of business of any General Meeting.

6. ASSOCIATE MEMBERS AND INDIVIDUAL ASSOCIATE MEMBERS

(a) ASSOCIATES

The following shall be eligible to be Associates:

(i) Any National, or other, State, Regional, County or Area Association, Institution or Society, whether incorporated or unincorporated not officially recognised in its own country as a registration authority for horses of the Arabian breed which possesses the object or purpose of the promotion or improvement of the breed of Arabian horses.

(ii) Any University, College, School or department thereof, or any educational, research or other institution not officially recognised as a registration authority as aforesaid but devoted to the promotion, development or improvement of the breeding, management and health of horses. Each Associate shall be entitled to appoint two Observer Delegates who shall be entitled to attend and represent such Associate at General Meetings of the Organization but shall not have any right to vote at any General Meetings of the Organization but shall not have any right to vote at any General Meeting. Each Associate may also nominate one or more substitutes who in the absence of either or both of the Observer Delegates of such Associate may exercise all the powers of the absent Observer Delegate or Delegates as the case may be. The provisions of Clause 5 shall mutatis mutandis apply. The individual members of any Association, Institution or Society which is an Associate shall not themselves by virtue of such membership be Associates.

(b) INDIVIDUAL ASSOCIATES

Any individual, whether or not a breeder of horses of the Arabian breed interested in the Objects of the Organization, shall be eligible to be Individual Associates of the Organization.

7. HONORARY LIFE ASSOCIATES

Any person who has rendered outstanding services to the Arabian Breed or its derivatives or o the Organization may be elected an Honorary Life Associate by resolution of the Organization in General Meeting on the recommendation of the Executive Committee. An Honorary Life Associate shall hold office for life and shall be entitled to all the rights and privileges of Associates but shall not be required to pay any subscription or fee to the Organization. Election of an Honorary Life Associate must be by a two-thirds majority vote of those Voting Delegates present.

8. ADMISSION TO MEMBERSHIP

(a) Application for status of Member shall be made in writing to the Executive Secretary off the Organization, shall be signed by a duly authorised officer or representative of the Society, Association or Institution concerned and shall state the address of the candidate which address shall be the address of such Member if admitted to Membership unless and until the Member shall notify some other address to the Secretary. No future voting Member shall be accepted from a country which already has one (1) or more voting Members, without the permission of that or those existing voting Members.

(b) Application for Associate membership from any Society, Association or Institution shall be made in writing to the Executive Secretary of the Organization and shall be signed by a duly authorised officer or representative of the Society, Association or Institution concerned.

(c) Application for membership as an Individual Associate shall be made in writing to the Member of the Country in which the applicant resides or, to the Executive Secretary of the Organization, and shall be signed by the applicant.

(d) The Executive Committee shall have full discretion to approve or to reject any application for membership to the Organization and to determine whether a National Association, Institution, Society or other Association, Institution, Society, University, College, School or department is eligible for admission to Membership or Associate membership as the case may be, and whether an applicant shall be granted the status of Member as distinct from Associate membership of the Organization, and vice versa, and in the exercise of its discretion hereunder the Executive Committee shall not be bound to give any reason for its decision.

8. TERMINATION OF MEMBERSHIP

(a) The Executive Committee may from time to time in its discretion terminate or suspend the membership of any Member, Associate, Powers of Individual Associate or other Member who or which is in default for Executive Committee twelve months or more in the payment or any subscription or levy for the time being payable by such member in accordance with Clause 20 hereof.

(b) The Executive Committee shall have the right to terminate or suspend the membership of any Member or Associate, Individual Associate or other member or the appointment or attendance of any Voting Delegate or Observer of any Member or Associate member provided that such Member or Associate, Individual Associate or other member or Voting Observer Delegate or (as the case may be) some person representing such member or delegate shall have the right to be heard before the Executive Committee before any decision as to such termination is made by the Executive Committee under this sub-clause.

(c) The matters referred to in sub-clause (b) of this Clause are:

(i) Any conduct of any kind whatsoever which in the opinion of the Executive Committee is detrimental to the character of or prejudicial to the objects and interests of the Organization and/or to the breed of Arabian Horses generally. Without prejudice to the generality of the foregoing.

(ii) Making false, incomplete or misleading returns as to the number of foals of the breed of Arabian Horses.

(iii) Failing to observe these Rules and any Bye-Laws made thereunder.

(iv) Failing to observe any resolution of the Organization prescribing standards of behaviour and conduct calculated to enhance the reputation of the Organization and to further its objects.

Provided always that the Executive Committee may delegate the exercise of the powers conferred by this sub-clause to any committee consisting of such Members and/or Associates or their representatives and/or Voting Delegates as the Executive Committee may in its absolute discretion think fit so that any Member or Associate or Individual Associate whose membership is terminated or suspended by any such Committee may appeal to the Executive Committee and pending such appeal any such termination the subject of the appeal shall not have effect. The Executive Committee may make Bye-Laws pursuant to Clause 19 hereof for the conduct of proceedings under this Rule, constitution and dissolution and the procedure of any such committee and for the hearing of any appeals as it shall in its absolute discretion think fit.

(d) The Executive Committee shall have a discretion to refuse a readmit to membership any Member, Associate or other member, the membership of which or whom had previously been terminated or suspended under sub-clause (a) or (b) of this Clause or to refuse to permit the reappointment of any Voting or Observer Delegate whose appointment shall have been determined under such subclause (b).

10. LOSS OF RIGHTS

Any Member or Associate or other member whose subscription or other moneys due from him to the Organization shall remain unpaid for more than three months shall without prejudice to the power or the Executive Committee to terminate or suspend his membership under sub-clause (a) if Clause 9 hereof, cease to be entitled to any of the rights and/or privileges of membership of the Organization until such subscription or others moneys due from such member shall have been paid by or on behalf or such member.

11. RESIGNATION

Any Member, Associate or other member may resign from the Organization provided that he gives twelve months' notice in writing to the Executive Secretary of the Organization of his intention to so resign and provided also that any subscription or other moneys due from such member prior to the date at which his resignation is to become effective shall have been paid or on behalf of such member.

12. THE EXECUTIVE COMMITTEE

(a) The policy and management of the affairs of the Organization shall be vested in an Executive Committee (in this Constitution called "the Executive Committee") which may exercise all such powers of the Organization as are not by this Constitution required to be exercised by a General Meeting of the Organization.

(b) Unless otherwise determined as hereinafter provided the Executive Committee shall consist of:

(i) Nine members of the Organization elected as hereinafter provided. The Executive Committee may in their absolute discretion at any time and from time to time increase or reduce the number of members of Executive Committee

(ii) The President, Vice President, Secretary and Treasurer (all unpaid) shall be elected by the Executive Committee from among its own members in accordance with Clause 14.

(c) All members of the Executive Committee other than the first members shall hold office until the conclusion of the Ordinary General Meeting of the Organization held in the fourth calendar year after the year of their election when they shall retire provided always that if no such Ordinary General Meeting is held in such fourth year all members of the Executive Committee shall continue to hold office until the conclusion of the next Ordinary General Meeting of the Organization. All retiring members of the Executive Committee shall be eligible for re-election.

(d) In the notice calling an Ordinary General Meeting at which the election of a member or members of the Executive Committee falls due to the Executive Committee shall submit a list of candidate to be approved by the Voting Delegates at such Meeting. Any person so approved shall take office at the conclusion of such Ordinary General Meeting. The fact that a person has been duly elected by Voting Delegates to be a member of the Executive Committee shall be conclusive evidence that such person was eligible for election.

(e) The Executive Committee shall have power to appoint any member of a Member of the Organization to fill any casual or other vacancy occurring before the time of an Ordinary General Meeting at which election of members of the Executive Committee shall fall due.

(f) The Executive Committee may from time to time co-opt any member of a Member of the Organization to serve on the Executive Committee for such period as the Executive Committee shall deem fit provided always that any person so co-opted shall cease to hold office as a member of the Executive Committee at the conclusion of the next Ordinary General Meeting following his co-option. Any member or person co-opted under this sub-clause shall be eligible for further co- option at or after the termination of his period of office. Such persons shall be termed Consultants.

(g) The Executive Committee may act notwithstanding any vacancy or vacancies in any one or more of the categories of its members referred to in sub-clause (a) of this Clause.

(h) The President of the Organization shall be the Chairman of the Executive Committee. The Chairman of the Executive Committee shall take the Chair at all meetings of the Executive Committee but if at any such meeting there is no one holding the office of Chairman of the Executive Committee or such Chairman is not present or willing to take the Chair, any Vice-President present and willing to take the Chair shall be Chairman but if there be no such Vice-President or none so willing, the members of the Executive Committee shall choose one of their number to be the Chairman of that meeting.

(I) At every meeting of the Executive Committee every member of the Executive Committee shall have one vote exercisable by vote cast in person, by representative or by post and all question shall be decided by a majority of votes, but in case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

(j) The quorum necessary for meeting of the Executive Committee shall be any five members present.

(k) The Executive Committee may meet together for the despatch of business, adjourn and otherwise regulate its meeting as it may from time to time think fit.

(l) The Executive Committee shall cause Minutes to be kept of the proceedings of all General Meetings of the Organization, of all meetings of the Executive Committee and of the sub-Committees of the Executive Committee.

13. SUB-COMMITTEES OF THE EXECUTIVE COMMITTEE

(a) The Executive Committee in its absolute discretion may from time to time constitute such sub-committees of the Executive Committee, consisting of such members of the Executive Committee and/or such members of the Organization or persons representing such members of the Organization (not being members of the Executive Committee) as the Executive Committee may think fit, and may from time to time delegate to any such sub-committee all or any whatsoever of the powers of the Executive Committee (other than the powers conferred on the Executive Committee by Clauses 8 and 9 hereof) to any such sub-committee, and may from time to time dissolve any sub-committee so constituted and revoke any delegation made as aforesaid in favour of any such sub-committee.

(b) Any such sub-Committee shall in the exercise of the powers delegated to it by the Executive Committee conform to any regulation which may be imposed upon it by the Executive Committee, and shall in every case report its meetings fully and promptly to the Executive Committee, but subject as otherwise provided by any such regulations:

(i) Any such sub-committee shall have power to elect its own Chairman, determine the quorum necessary for the transaction of business as its own meetings and regulate its meetings as it thinks fit.

(ii) At any meeting of any such sub-committee any member thereof present shall have one vote, and all questions shall be determined by a majority of votes, but in case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

14. OFFICERS

(a) Officers. The non-paid Officers of the Organization shall be:

(i) President

(ii) Vice-President

(iii) Secretary

(iv) Treasurer

At a meeting of the Executive Committee to be held immediately following any Ordinary General Meeting at which any Officer retires there shall be elected by the Executive Committee from among its own number a President, Vice-President, Secretary and Treasurer and such other non-paid Officers of the Organization as the Executive Committee may from time to time determine. Each Officer for the time being shall hold office until the conclusion of the Ordinary General Meeting of the Organization held in the fourth calendar year after the year of their election but if no such Ordinary General Meeting is held in that year such Officer shall continue to hold office until the conclusion of the next Ordinary General Meeting. Any retiring Officer shall be eligible for re-election. The Executive Committee shall have the power to appoint any member of the Executive Committee whether elected or co-opted to fill any casual vacancy in any Office occurring prior to an Ordinary General Meeting to hold office until the conclusion of the Ordinary General Meeting following his appointment.

(b) Paid Officers. The Executive Committee shall have power to appoint and to dismiss a paid Executive Secretary and such other paid officers and paid employees of the Organization as it may from time to time determine. The Executive Committee may from time to time invite any paid officer or employee of the Organization to attend at Meetings of the Executive Committee for such period as the Executive Committee shall determine but such paid officer or employee shall possess no right to vote upon any matter arising at any such meeting of the Executive Committee.

15. VACATION OF OFFICE BY NON-PAID OFFICERS AND MEMBERS OF THE EXECUTIVE COMMITTEE

A non-paid officer or member of the Executive Committee shall vacate office:

(a) If he shall cease to be a member of a Member.

(b) If he shall be absent without leave from meetings of the Executive Committee during a continuous period of one year and the Executive Committee resolves that he has by reason of such absence vacated office.

(c) If he is adjudged bankrupt or makes any arrangement or composition with his creditors generally.

(d) If he is legally determined of unsound mind.

(e) If he shall have been convicted of an offence for which a term of imprisonment (without suspension)shall have been imposed.

16. GENERAL MEETINGS

(a) The first General Meeting of the Organization shall be held in Spain in the month of May 1972.

(b) Save as aforesaid the Executive Committee of the Organization shall convene or cause to be convened an Ordinary General Meeting of the Organization not less than once in every four years and not more than once in any one year for the purpose of:

(i) Receiving a report from the Executive Committee regarding the affairs of the Organization.

(ii) Receiving an annual audited statement of accounts in respect of each financial year of the Organization which shall have ended since the holding of the last Ordinary General Meeting of the Organization.

(iii) Making recommendations to the Executive Committee.

(iv) Voting on proposal, if any, to amend this Constitution in accordance with Clause 23.

(v) Considering such other matters, if any, as the Executive Committee shall deem worthy of consideration at such meeting.

(vi) Electing persons to serve on the Executive Committee in accordance with Clause 12(d).

(vii) Appointing an auditor or auditors of the Organization.

(viii) Considering and if thought fit passing any Resolution to prescribe standards of behaviour and conduct calculated to enhance the reputation of the Organization and to further its Objects; and

(ix) Any other business.

(c) The Executive Committee may at any time in its absolute discretion, and shall within ninety days of the delivery to the Organization of a request in writing so to be signed by or on behalf of not less than ten Members and giving the purposes of the meeting so requested, call a Special General Meeting of the Organization for the purpose of altering this Constitution in accordance with Clause 23 or of considering any matter which may be referred to it by the Executive Committee or for any other purpose.

17. NOTICE OF AND PROCEDURE AT GENERAL MEETINGS

(a) Notice of every General Meeting of the Organization shall be given by sending copies of such notice to all Members, Associates, Individual Associates, Voting Delegates and Observer Delegates and other members in accordance with Clause 22(a) hereof but not less than sixty days prior to the date of such Meeting.

(b) Any such notice of a General Meeting as is referred to in sub-clause(a) of this Clause shall specify the date, time and place thereof, must set out in full any resolution intended to be proposed at such Meeting pursuant to Clauses 21 or 23 and must, in case of any other business, specify (insofar as may be possible)the general nature thereof.

(c) All Voting Delegates and Observer Delegates and all other members of the Organization shall be entitled to attend at General Meetings of the Organization.

(d) Subject to the provisions of sub-clause (e) of this Clause, at every General Meeting of the Organization:

(i) Each Voting Delegate or in his absence his substitute but no other members shall be entitled to vote, and

(ii) On any resolution or other matter each Voting Delegate as defined in Clause 5 hereof but no other member shall have one vote.

(iii) The Members of the Executive Committee shall have the right to vote on all matters at any General Meeting regardless of whether they have been named a Voting Delegate.

(e) In the event of an quality of votes on any resolution or other matter at any General Meeting, the Chairman of such Meeting shall have a second or casting vote.

(f) Subject to the provisions of sub-clause (e) of this Clause and to the provisions of Clause 23 hereof, at any General Meeting every resolution or other matter shall be determined by a simple majority of the votes cast thereon.

(g) Until otherwise agreed in General Meeting the quorum necessary for the transaction of business at any General Meeting of the Organization shall be a simple majority of the Members, represented by Voting Delegates for the time being or their substitutes.

(h) The President shall preside as Chairman at every General Meeting but if at any Meeting there is no such President shall not be present or willing to take the Chair, the Vice-President present or none so willing, the members of the Executive Committee present shall elect one of their number to be Chairman of such Meeting.

18. CONFERENCES

The Executive Committee shall at least once in every four years organise and convene a Conference of the Organization which shall whenever possible be held in conjunction with an Ordinary General Meeting which shall be a meeting of all Delegate Members, Associates and other members and which such other speakers, guests and persons as the Executive Committee shall determine shall be invited to attend.

19. BYE-LAWS

The Executive Committee may from time to time in its discretion make bye-laws for regulating or governing any of the affairs of the Organization or the conduct of meetings or conferences of the Organization and may from time to time in the like discretion amend, add to and revoke bye-laws so made provided always that no such bye- laws shall be valid insofar as the same shall be inconsistent with the provisions of this Constitution.

20. FINANCE

(a) Members shall pay to the Organization an annual subscription at the rate of 100 pounds sterling (�100) or such other rate as the Executive Committee shall determine and such subscription shall be paid on the first day of March in each year. A Member shall on admission to Membership pay a full annual subscription unless he shall have been so admitted to Membership pay a full annual subscription unless he shall have been so admitted on or after the first day of September in any year when he shall pay half an annual subscription. Each Member shall in addition pay such annual subscription or levy as the Executive Committee may determine in proportion to the number of foals of the Arabian breed registered by such member in each year. This levy shall be reduced as the number of foals increases, so that no one Member will may pay more than 20% of the Member total annual levy or subscription. The Executive Committee may require each Member to give to the Committee or to any person or persons nominated by it such information as the Executive Committee may reasonably require for the purpose of ascertaining any subscription or levy payable by such Member. If any Member shall fail to give any information required by the Executive Committee for the purpose of ascertaining the subscription or levy payable by him, the Executive Committee may fix his subscription or levy in such sum as it may in its absolute discretion think fit provided that any excess so paid and discovered upon the required information being given shall be either repaid or set off against the levy for the following year. The Executive Committee may delegate to any Member or Members in any region all powers of the Executive Committee to ascertain the levy or subscription payable by Members in such Region.

(b) Associates falling within the scope of sub-clauses (i) and (ii) of Clause 6(a) hereof shall contribute to the funds of the Organization an annual subscription of thirty pounds sterling (�30) or such other subscription as the Executive Committee shall from time to time determine.

(c) Individual Associates falling within the scope of Clause 6(b) hereof shall contribute to the funds of the Organization an annual subscription of eight and one half pounds sterling (�8.50) or such other subscription as the Executive Committee shall from time to time determine.

(d) All moneys and other property of the Organization shall be vested in the Executive Committee of the Organization as from time to time constituted.

(e) The Executive Committee shall cause one or more banking accounts to be opened in the name of the Organization, and shall deposit in such banking account or accounts all moneys received by the Organization from any source whatsoever.

(f) All payments out of the funds of the Organization shall be effected by cheque signed (a) by the Executive Secretary of the Organization for the time being for amounts up to �200. and (b) by both the Executive Secretary and such other person or persons as the Executive Committee may authorise thereto for amounts of �200 and over provided always that nothing herein contained shall prevent the Executive Committee from maintaining and operating a petty cash fund, or from paying in cash such ordinary and usual monthly accounts as do not in total exceed a sum determined by the Executive Committee in consultation with the auditors of the Organization, provided that the total sum necessary for the payment of such accounts is drawn by cheque and is confirmed to the satisfaction of the auditors from time to time.

(g) Proper books of accounts shall be kept by the Secretary and shall be audited not less than once in every year by a qualified auditor in the United Kingdom appointed by the Organization in General Meeting provided that the Executive Committee may appoint such auditor to hold office until the conclusion of the First Ordinary General Meeting or to fill a casual vacancy, and a duly audited balance sheet and statement of the financial position of the Organization as at the 31st December of each financial year of the Organization shall be submitted to the Ordinary General Meeting of the Organization referred to in Clause 16 hereof.

(h) The books of account and audited balance sheet of the Organization shall be expressed in pounds sterling.

(i) The financial year of the Organization shall commence on the 1st January and terminate on the 31st December of each year.

(j) The income and property of the Organization, from whatever source derived, shall be applied solely to the promotion and furtherance of the Objects of the Organization and no part thereof shall be paid, transferred or distributed, directly or indirectly, by way of dividend or bonus or otherwise to or for the benefit of any person who is, or at any time was, a member of the Organization, provided that nothing herein contained shall prevent the payment in good faith to any officer, employee or other person for services rendered to the Organization.

(k) The Executive Committee may invest any moneys in the purchase of or at interest upon the security of such stocks, funds, shares, securities, land or other investments or property of whatsoever nature and wheresoever in any part of the world and whether involving liabilities or not or upon such personal credit or without security as the Executive Committee may in its absolute discretion think fit to the intent that the Executive Committee shall have the same powers of retaining investments investing or transposing investments as if they were absolute beneficial owners.

21. DISSOLUTION

(a) The Organization shall be dissolved if:

(i) The Executive Committee shall by resolution decide that such a dissolution is for any reason necessary or advisable; and

(ii) The said decision of the Executive Committee is subsequently confirmed by a Resolution in that behalf passed at a General Meeting of the Organization.

(b) Each Member, Associate, Individual Associate or other member (other than honorary members) undertakes to contribute to the assets of the Organization in the event of the same being dissolved during the time that such member is a member of the Organization or within one year thereafter such sum as may be necessary for the payment of the debts and liabilities of the Organization and for the discharge of the cost, charges and expenses of such dissolution and for the adjustment of the rights of such members amongst themselves provided always that this sub-clause of this Clause shall not require any member to contribute any amount in excess of the last subscription required by the Executive Committee from such member.

(c) If upon the dissolution of the Organization there remains after the satisfaction of all its debts, liabilities and the costs, charges and expenses of such dissolution any property whatsoever the same shall not be paid to or distributed amongst the members of the Organization but shall be paid, given or transferred to some other registered charitable institution or institutions having Object as similar as possible to the Object of the Organization and meeting with the approval of the Executive Committee of the Organization and of the Charity Commissioners for England and Wales.

22. NOTICES

(a) Any notice required by this Constitution to be served upon any member of the Organization or upon any other person shall be served by sending it through the post in a prepaid letter envelope by air mail addressed to such member or person at his address as registered with the Organization and shall be deemed to be served twenty-eight days after the date of posting.

(b) Any notice required by this Constitution to be served upon the Organization shall be served by sending it through the post in a prepaid letter envelope addressed to the Organization at such address as shall from time to time be determined by the Executive Committee.

(c) No business of the Organization or of the Executive Committee or of any other Committee or sub-committee of the Organization otherwise properly and constitutionally transacted at any meeting shall be invalidated by reason only of the non-receipt by any member or person of any notice required by this Constitution to be given to such member or person or by the accidental failure or omission to serve any such notice.

23. ALTERATIONS AND ADDITIONS TO THESE RULES AND REGULATIONS

The Provisions of these Rules and Regulations may from time to time be altered and/or added to by means of both:

(a) A resolution approving such alterations and/or additions passed at meeting or the Executive Committee, and in addition

(b) a subsequent resolution approving such alterations and/or additions passed at a General Meeting of the Organization by a majority of not less than two-thirds of the votes cast on such subsequent resolution at such General Meeting. Provided always that no alteration or addition to the Clause 2 shall be effected without the consent of the Charity Commissioners for England and Wales.

24. INDEMNITY

In the professed execution of the powers of the Executive Committee no member of such Committee shall be liable for any loss to the Organization arising by reason of any improper investment made in good faith or for the negligence or fraud of any agent employed by him or by any other member of the Committee although the employment of such agent was not strictly necessary or expedient or by reason of any mistake or omission made in good faith by any member of such Committee or by reason of any other matter or thing except wilful and individual fraud or wrong-doing on the part of the member of the Executive Committee who is sought to be made liable.

25. AUTHENTICITY

This Constitution having been drawn, submitted and considered in English, the English version shall be deemed to be the Authentic Version subject only to the jurisdiction of the English Courts.

END OF CONSTITUTION