Common use of Alternate Directors Clause in Contracts

Alternate Directors. Any Director may at any time by ▇▇▇▇▇▇ delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Bye-laws shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

Alternate Directors. Any Each Director may at any time by ▇▇▇▇▇▇ delivered shall have power to the Office or head office or at appoint (but not retrospectively) a meeting of the Directors appoint any suitable and an appropriate person (including another Director) to be act as an Alternate in his alternate Director. Any person so appointed shall have all place on the rights and powers Board of the Director Directors whether for a stated period or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether periods or not a quorum is present. An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any a specified event which, if or whenever by absence or illness or otherwise he were shall be unable to attend his duties as a Director, would cause him and the following provisions shall apply to vacate any such Alternate Director: (a) he may be appointed, removed or suspended from office or if his appointer ceases by notice from the Director for any reason to be a Director. Any appointment or removal of whom he is acting as an alternate Director Alternate; (b) he shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices notice of meetings of the Board or of committees of the Board Directors and to the same extent as, but in lieu of, the Director appointing him attend and he shall be entitled to such extent vote thereat should the Director by whom he was appointed not be present; (c) he shall be entitled to attend exercise all the powers (except the power to appoint an Alternate Director) and vote as perform all the duties of a Director at any such meeting at which insofar as the Director appointing him is by whom he was appointed had not personally present and generally at such meeting to exercise and discharge all exercised or performed them; (d) he shall automatically vacate office if the functions, powers and duties Director by whom he was appointed shall vacate office or die; (e) he shall not be taken into account in determining the number of his appointor as a Director and Directors for the purposes of the proceedings at such meeting required composition of the provisions Board of these Bye-laws Directors as set out in SECTION 6.3; (f) he shall, while acting as a Director, be responsible to the Joint Venture for his own acts and defaults and shall apply as if not be deemed to be the agent of the Director by whom he were a Director save that was appointed; and (g) one person may be appointed and serve as an alternate for more than one Director his voting rights shall be cumulativeat any one time or at different points in time.

Alternate Directors. Any 40.1 A Director may at any time by ▇▇▇▇▇▇ delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights Alternate Director and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the person Director and deposited at the Registered Office or body which appointed him and, subject thereto, delivered at a meeting of the office Directors. 40.2 The appointment of alternate an Alternate Director shall continue until determine on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer appointor ceases for any reason to be a Director. Any appointment or removal of an alternate . 40.3 An Alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him Directors and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him his appointor is not personally present and generally at such meeting to exercise and discharge perform all the functions, powers and duties functions of his appointor as a Director Director; and for the purposes of the proceedings at such meeting the provisions of these Bye-laws Articles shall apply as if he (instead of his appointor) were a Director Director, save that he may not himself appoint an Alternate Director or a proxy. 40.4 If an Alternate Director is himself a Director or attends a meeting of the Directors as an alternate for the Alternate Director of more than one Director Director, his voting rights shall be cumulative. 40.5 Unless the Directors determine otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and the provisions of this Article 40 shall apply equally to such committee meetings as to meetings of the Directors. 40.6 If so authorised by an express provision in his notice of appointment, an Alternate Director may join in a written resolution of the Directors adopted pursuant to these Articles and his signature of such resolution shall be as effective as the signature of his appointor. 40.7 Save as provided in these Articles, an Alternate Director shall not, as such, have any power to act as a Director or to represent his appointor and shall not be deemed to be a Director for the purposes of these Articles. 40.8 A Director who is not present at a meeting of the Directors, and whose Alternate Director (if any) is not present at the meeting, may be represented at the meeting by a proxy duly appointed, in which event the presence and vote of the proxy shall be deemed to be that of the Director. All the provisions of these Articles regulating the appointment of proxies by Members shall apply equally to the appointment of proxies by Directors.

Alternate Directors. 23.1 Any Shareholder (other than an alternate director) may appoint any Director, or any other person approved by resolution of the Directors and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him. 23.2 A Director, or any other such person may act as an alternate director to represent more than one Director may and an alternate director shall be entitled at any time by ▇▇▇▇▇▇ delivered to the Office or head office or at a meeting of the Directors appoint or of any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers committee of the Directors to one vote for every Director or Directors whom he represents in addition to his own vote (if any) as a Director, but he shall count as only one for whom such person is appointed in the alternative provided that such person shall not be counted more than once in purpose of determining whether or not a quorum is present. . 23.3 An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices notice of all meetings of the Board or Directors and of all meetings of committees of the Board to the same extent asDirectors of which his appointor is a member, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present present, and generally at such meeting to exercise and discharge perform all the functions, powers and duties functions of his appointor as a Director and in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate director save that he may be paid by the purposes Company such part (if any) of the proceedings remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. 23.4 An alternate director shall cease to be an alternate director if his appointor ceases to be a Shareholder; but, if a Director retires but is reappointed or deemed to have been reappointed at such the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his reappointment. The appointment of an alternate director shall also terminate automatically on the provisions happening of these Bye-laws shall apply as any event which if he were a Director save that would cause him to vacate his office as a Director. 23.5 Any appointment or removal of an alternate for more than one Director his voting rights director shall be cumulativeby notice to the Company signed by the Shareholder making or revoking the appointment or in any other manner approved by the Directors provided that no Shareholder shall appoint or remove any alternate director without reasonable prior consultation, where practically possible, with the other Shareholder. 23.6 Save as otherwise provided in these Articles, an alternate director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Shareholder appointing him.

Alternate Directors. Any 11.1 A Director may at any time by ▇▇▇▇▇▇ delivered notice in writing sent to the Office office, or head office or delivered at a meeting of the Directors, appoint another Director or any other person approved by the Directors appoint any person (including another Director) and willing to act to be his alternate Director. Any person so appointed and may in like manner terminate such appointment. 11.2 The appointment of an alternate shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until determine on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer appointor ceases for any reason to be a Director. Any appointment or removal of an . 11.3 An alternate Director shall be effected by Notice signed by the appointor and delivered is (subject to his giving to the Office Company an address or head office or tendered electronic address at a meeting of the Board. An alternate Director which notice may also be a Director in his own right and may act as alternate sent to more than one Director. An alternate Director shall, if his appointor so requests, be him) entitled to receive notices notice of meetings of the Board or Directors and of all meetings of committees of the Board Directors of which his appointor is a member and to the same extent asattend, but in lieu of, the Director appointing him and shall be entitled to such extent to attend speak and vote as a Director at any such meeting at which the Director appointing him is not personally present absent and generally at such meeting to exercise and discharge perform all the functions, powers and duties functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Bye-laws articles shall apply as if he (instead of his appointor) were a Director. 11.4 If an alternate shall be himself a Director save that or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative. 11.5 If his appointor is for the time being absent from the United Kingdom or temporarily unable to act through ill health or disability, the execution by an alternate of any resolution in writing of the Directors shall be as effective as the execution by his appointor. 11.6 An alternate shall not (save as provided in this article 11) have power to act as a Director nor shall he be deemed to be a Director for the purposes of these articles, but he shall be an officer of the Company, he alone shall be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. 11.7 An alternate shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent, so far as applicable, as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

Alternate Directors. Any 40.1 A Director may at any time by ▇▇▇▇▇▇ delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights Alternate Director and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the person Director and deposited at the Registered Office or body which appointed him and, subject thereto, delivered at a meeting of the office Directors. 40.2 The appointment of alternate an Alternate Director shall continue until determine on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer appointor ceases for any reason to be a Director. Any appointment or removal of an alternate . 40.3 An Alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him Directors and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him his appointor is not personally present and generally at such meeting to exercise and discharge perform all the functions, powers and duties functions of his appointor as a Director Director; and for the purposes of the proceedings at such meeting the provisions of these Bye-laws Articles shall apply as if he (instead of his appointor) were a Director Director, save that he may not himself appoint an Alternate Director or a proxy. 40.4 If an Alternate Director is himself a Director or attends a meeting of the Directors as an alternate for the Alternate Director of more than one Director Director, his voting rights shall be cumulative. 40.5 Unless the Directors determine otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and the provisions of this Article shall apply equally to such committee meetings as to meetings of the Directors. 40.6 If so authorised by an express provision in his notice of appointment, an Alternate Director may join in a written resolution of the Directors adopted pursuant to these Articles and his signature of such resolution shall be as effective as the signature of his appointor. 40.7 Save as provided in these Articles an Alternate Director shall not, as such, have any power to act as a Director or to represent his appointor and shall not be deemed to be a Director for the purposes of these Articles. 40.8 A Director who is not present at a meeting of the Directors, and whose Alternate Director (if any) is not present at the meeting, may be represented at the meeting by a proxy duly appointed, in which event the presence and vote of the proxy shall be deemed to be that of the Director. All the provisions of these Articles regulating the appointment of proxies by Members shall apply equally to the appointment of proxies by Directors. Exhibit

Alternate Directors. 9.1 Any Director (other than an Alternate Director) may at any time by ▇▇▇▇▇▇ notice to the relevant Group Company signed by him and delivered to the Office or head office or at a meeting members of the Directors Board of the relevant Group Company or tendered at the relevant Board meeting appoint any person other Director or other Person (including another Directorprovided that such Person has been confirmed in writing in advance by HoldCo as acceptable to HoldCo in its sole and absolute discretion) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right director (an “Alternate Director”) and may act as alternate to more than one Director. remove from office any Alternate Director appointed by him. 9.2 An alternate Alternate Director shall, if subject to his appointor so requestsgiving to the Group Company an address to which notices may be sent to him, be entitled to receive notices notice of all meetings of the Board or in respect of committees which he has been appointed as Alternate Director. In the absence of the Board to the same extent asDirector who appointed him, but in lieu of, the an Alternate Director appointing him and shall be entitled to such extent the same voting rights as his appointor and to attend and vote perform all the functions of (subject to all the duties of) his appointor as director in his absence. Any Director acting as an Alternate Director shall, in the absence of the Director(s) for whom he acts as Alternate Director, also be counted in the quorum for meetings of the relevant Board as a Director at for each of the absent Directors for whom he acts as Alternate Director and shall have one vote for every Director represented by him who is absent in addition to his own vote (if any). 9.3 An Alternate Director shall not be entitled to any such meeting at which remuneration from the Company for acting as an Alternate Director. 9.4 If a Director appointing him is not personally present and generally at such meeting ceases to exercise and discharge all hold the functionsoffice of director for any reason, powers and duties the appointment of his appointor as a Alternate Director and for the purposes of the proceedings at such meeting the provisions of these Bye-laws shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulativethereupon automatically cease.

Alternate Directors. 20.1 Any Director (other than an alternate Director) may at his/her sole discretion and at any time and from time to time appoint any other Director or any other Person (other than one disqualified or ineligible by law to act as a director of a company) as an alternate Director to attend and vote in his/her place at any meetings of Directors at which he/she is not personally present. Each Director shall be at liberty to appoint under this Article more than one alternate Director provided that only one such alternate Director may at any one time by ▇▇▇▇▇▇ delivered to the Office or head office or at a meeting act on behalf of the Director by whom he/she has been appointed. 20.2 An alternate Director while he/she holds office as such shall be entitled to receive Notice (which need not be in Writing) of all meetings of Directors appoint any person (including another Director) and of all meetings of committees appointed by the Directors of which his/her appointor is a member and to be his alternate Director. Any person so appointed shall have attend and to exercise all the rights and powers privileges of his/her appointor at all such meetings at which his/her appointor is not personally present and generally to perform all the functions of his/her appointor as a Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. his/her absence. 20.3 An alternate Director may shall ipso facto vacate office if and when his/her appointment expires or the Director who appointed him/her ceases to be removed at any time a Director of the Company or removes the alternate Director from office by Notice under his/her hand served upon the person or body which appointed him and, subject thereto, the office of Company. 20.4 An alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason be entitled to be a Directorpaid all travelling and other expenses reasonably incurred by him/her in attending meetings. Any appointment or removal The remuneration (if any) of an alternate Director shall be effected by Notice signed by payable out of the appointor and delivered remuneration payable to the Office or head office or tendered at Director appointing him/her as may be agreed between them. 20.5 Where a meeting of the Board. An Director acts as an alternate Director may also for another Director he/she shall be a entitled to vote for such other Director in his as well as on his/her own right and may account, but no Director shall at any meeting be entitled to act as alternate to Director for more than one Director. An . 20.6 A Director who is also appointed an alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote considered as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and two Directors for the purposes purpose of the proceedings at making a quorum of Directors when such meeting the provisions of these Bye-laws quorum shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulativeexceed two.

Alternate Directors. (a) Any Director may at any time appoint by ▇▇▇▇▇▇ delivered to the Office writing (whether in electronic form or head office or at a meeting of the Directors appoint otherwise) under his hand any person (including another Director) to be his alternate Directorprovided always that no such appointment of a person other than a Director as an alternate shall be operative unless and until such appointment shall have been approved by resolution of the Directors. Any person so appointed shall have all such authority may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the rights Directors and powers may bear a printed, facsimile, electronic or advanced electronic signature of the Director or Directors for whom giving such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. authority. (b) An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered entitled, subject to his giving to the Office Company an address within Ireland, the United Kingdom or head office or tendered at a meeting the United States of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shallAmerica, if his appointor so requests, be entitled to receive notices of all meetings of the Board or Directors and of all meetings of committees of the Board to the same extent asDirectors of which his appointor is a member, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting in the absence of his appointor to exercise and discharge all the functionspowers, powers rights, duties and duties authorities of his appointor as a Director (other than the right to appoint an alternate hereunder). (c) Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the purposes agent of the proceedings Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him. (d) A Director may revoke at such meeting any time the provisions appointment of these Bye-laws shall apply as if he were any alternate appointment by him. If a Director save that as shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine. (e) If a Director retires by rotation or otherwise but is re-appointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate for more than one Director made by him which was in force immediately prior to his voting rights retirement shall continue after his re-appointment. (f) Any appointment or revocation by a Director under this Article shall be cumulativeeffected by notice in writing (whether in electronic form or otherwise) given under his hand to the Secretary or deposited or received at the Office or in any other manner approved by the Directors.

Alternate Directors. Any Director may 9.1 The directors shall have the power at any time by ▇▇▇▇▇▇ delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of an alternate Director director either another director or any other person approved for that purpose by a resolution of the Board, and, at any time, to terminate such appointment. Any such alternate is referred to in this Agreement as an alternate director. 9.2 The appointment of an alternate director shall continue until automatically terminate in any of the following events: 9.2.1 if his/her appointor shall terminate the appointment; 9.2.2 on the happening of any event which, if he he/she were a Directordirector, would cause him him/her to vacate the office of director; 9.2.3 if by writing under his/her hand left at the Company’s address he/she shall resign such office or appointment; 9.2.4 if his appointer ceases his/her appointor shall cease for any reason to be a Director. Any appointment or removal of an director. 9.3 An alternate Director director shall be effected by Notice signed by the appointor and delivered (subject to his/her giving to the Office or head office or tendered Company an address at a meeting of the Board. An alternate Director which notices may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, served upon him) be entitled to receive notices of meetings of the Board or and of committees any committee of the Board to the same extent as, but in lieu of, the Director appointing him of which his appointor is a member and shall be entitled to such extent to attend and, in place of his/her appointor, to vote and vote as be counted for the purpose of a Director quorum at any such meeting at which the Director appointing him his/her appointor is not personally present and generally at such meeting to exercise and discharge perform all the functions, powers and duties of his appointor functions as a Director director of his/her appointor in his absence. 9.4 An alternate director may be repaid by the Company such expenses as might properly have been paid by him/her if he/she had been a director and for if he/she attends meetings on behalf of his/her appointor but shall not in respect of his/her office of alternate director be entitled to receive any remuneration from the purposes Company. 9.5 An alternate director shall, during his/her appointment, be an officer of the proceedings Company and shall not be deemed to be an agent of his/her appointor. 9.6 Every appointment and removal of an alternate director shall be in writing signed by the appointor and shall take effect (subject to any approval required as referred to in Clause 8.4 above) upon receipt of such written appointment or removal at such meeting the provisions Registered Office or by the Secretary of these Bye-laws shall apply as if he were a Director save that the Company. 9.7 A director or any other person may act as an alternate for director to represent more than one Director his voting rights shall director and an alternate director shall, subject to 8.6, be cumulativeentitled at meetings of the Board or any committee of the Board to one vote for every director whom he/she represents in addition to his/her own vote (if any) as a director.

Alternate Directors. (a) Any Director may at any time by ▇▇▇▇▇▇ delivered to the Office or head office or at a meeting of the Directors writing under his hand appoint any person (including another Director) to be his alternate Director. Any provided always that no such appointment of a person so appointed other than a Director as an alternate shall be operative unless and until such appointment shall have all the rights and powers been approved by resolution of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. Directors. (b) An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of all meetings of the Board or Directors and of all meetings of committees of the Board to the same extent asDirectors of which his appointor is a member, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting in the absence of his appointor to exercise and discharge all the functionspowers, powers rights, duties and duties authorities of his appointor as a Director (other than the right to appoint an alternate hereunder). (c) Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the purposes agent of the proceedings Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him. (d) A Director may at such meeting any time revoke the provisions appointment of these Bye-laws shall apply as if he were any alternate appointed by him. If a Director save that as shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine but if a Director retires by rotation or otherwise but is re−appointed or deemed to have been re−appointed at the meeting at which he retires, any appointment of an alternate for more than one Director made by him which was in force immediately prior to his voting rights retirement shall continue after his re− appointment. (e) Any appointment or revocation by a Director under this Article shall be cumulativeeffected by notice in writing given under his hand to the Secretary or deposited at the office or in any other manner approved by the Directors.