(ii) three such persons shall be persons who are neither Individual Members nor officers or employees of Corporate Members and who are not in the opinion of the Council related to or connected with any Member or any such person, of whom two shall be lay members of the Council.
(b) The first members of the Nominating Committee shall be appointed by the Council (subject to the prior written approval of such appointees by the Commissioner) at the meeting of the Council referred to in Article 87A(c). Members of the Nominating Committee shall hold office for no longer than three years from their respective dates of appointment and one member (being the member who has been longest in office) within each. of paragraphs (a)(i) and (a)(ii) of Article 87B shall retire annually on the anniversary of his appointment Provided that the first members of the Nominating Committee who retire at the end of the first and second years from their dates of appointment shall be eligible for re-appointment for a further three years from the date upon which they first retire. For the purpose of determining which such members shall retire from office, the length of time a member of the Nominating Committee has been in office shall be computed from the date of his appointment or re-appointment and as between such members who have been in office for an equal length of time those who shall retire as aforesaid shall be determined by lot.
(c) The office of a member of the Nominating Committee shall be vacated before the expiry of his term of office only in the following circumstances:-
(i)
if he resigns his office by notice in writing to the Council; or
(ii) if he dies, becomes of unsound mind or all the other members of the Nominating Committee unanimously resolve to remove him from office; or
(iii) if he becomes a bankrupt, suspends payment or compounds with his creditors: or
(iv) being a member within Article 87B(a)(i) if he ceases to be eligible for appointment to the Nominating Committee under that sub-paragraph unless (if such ineligibility is caused by his ceasing to be an Individual Member or a director of a Corporate Member) he continues to be engaged in the business of dealing in securities in the employ of a Member; or
(v) being a member within Article 87B(a)(ii) if he ceases to be eligible for appointment to the Nominating Committee under that sub-paragraph;
Provided always that until an entry of his office having been so vacated has been made in the minutes of the Nominating Committee, his acts as a member of the Nominating Committee shall be as effective as if his office were not vacated. The Council shall as soon as reasonably practicable appoint to the Nominating Committee a person in the place of a member who has vacated office who is eligible within the same sub-paragraph of Article 87B(a) as the member who has vacated office.
(d) The Nominating Committee shall not be a Sub-Committee of the Council within Article 106(c) but shall have the powers and functions hereinafter provided and its members may meet together for the despatch of their business, adjourn and otherwise regulate their meetings, as they think fit Provided that the Chairman of the Nominating Committee shall be elected by the Nominating Committee from amongst those of its members within Article 87B(a)(ii). In the case of an equality of votes at meetings of the Nominating Committee, the Chairman shall have a second or casting vote. The quorum necessary for the transaction of business at any meeting of the Nominating Committee shall be four.
(e) The Secretary of the Exchange shall give to the Nominating Committee and to Members at least 45 days before the date of an Annual General Meeting at which an Election is to be held (other than the Annual General Meeting to be held in 1988) notice of the date of
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