- 5.1 Subject to the provisions of this Constitution and to any directions that may from time to time be given by the Council, the business, finances and affairs of the Association shall be managed by the Management Board.
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5.2 The Management Board shall:
- 5.2.1 comply with the provisions of the Constitution;
- 5.2.2 comply with such directions as may from time to time be given to it by the Council; and
- 5.2.3 report to the Council giving an account of its administration of the business, finances and affairs of the Association at each meeting of the Council or more often if the Council so requires.
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5.3 Subject to Article 5.2, the Management Board in managing the business, finances and affairs of the Association shall have all appropriate or incidental powers to enable it to do so (with full power to delegate), including the power:
- 5.3.1 to manage the finances of the Association, prepare and implement budgets and (if authorised by the Council) exercise all or any of the powers set out in Article 4.2.12;
- 5.3.2 to fix from time to time all dues payable by the Individual Members;
- 5.3.3 to determine the timing, venue, fees and programme of and all other issues relevant to the Annual Conference of the Association, and to change the timing or venue of the Conference if in its opinion circumstances require;
- 5.3.4 to appoint, prescribe the duties and determine the terms of service and remuneration of, supervise and dismiss an Executive Director and to confer upon him or her, vary and revoke all such powers, duties and responsibilities as may be thought fit; and
- 5.3.5 to make recommendations to the Council whenever thought fit pursuant to Article 6 and to provide terms of reference (if considered appropriate) for and supervise the activities of each Constituent and all other bodies or committees responsible for conducting any of the activities of the Association (other than the Council).
- 5.4 The Management Board may reduce the dues payable by Individual Members in specified countries or in territorial areas when circumstances, in its opinion, so warrant.
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5.5 The members of the Management Board shall be:
- 5.5.1 the Officers;
- 5.5.2 the Chair of the IBAHRI;
- 5.5.3 the Immediate Past Chair of the BIC, unless such person is a member of the Management Board by virtue of holding another Officer position, in which case the Vice-Chair of the BIC (other than the Senior-Vice Chair of the BIC) shall serve;
- 5.5.4 three persons elected by the Council of the LPD; and
- 5.5.5 as non-voting member, the Executive Director.
- 5.6 The Management Board shall meet as often as it considers necessary to conduct its business and (subject to the provisions of this Constitution and any by-laws) shall determine its own procedures.
- 5.7 Meetings of the Management Board shall be convened by or at the discretion of the President or the Executive Director or any two voting members, which meetings may be held in person and/or by telephonic or electronic means.
- 5.8 All meetings of the Management Board shall be chaired by the President, or if absent, the Vice-President or, if absent, another voting member of the Management Board chosen by the President or, if no such choice is made, by the members present.
- 5.9 Seven voting members present (whether physically or by telephonic or electronic means) at the commencement of each meeting shall constitute a quorum.
- 5.10 All decisions shall be taken by a majority of those present and voting; provided that any resolution relating to a Reserved Matter shall not be passed or effective unless more than three-fifths of those voting members present vote in favour of it.
- 5.11 The chair of the meeting shall not have a casting vote.
- 5.12 For the purposes of this Article 5, in the event that a position on the Management Board is held by co-chairs, then such co-chairs shall be regarded as only one member, and if they do not vote in the same manner both shall be deemed to have abstained. This Article 5.12 does not prevent one of such co-chairs, acting alone, from representing its Constituent in such position on the Management Board or from being chosen to chair a meeting of the Management Board pursuant to Article 5.8.
- 5.13 The Management Board may delegate all or any of its powers, duties and responsibilities to such committees or subcommittees or individuals (whether or not comprising or including members of the Management Board) upon such basis as it thinks fit but is not thereby absolved from its responsibilities under this Constitution.
