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94. (a) Any casual vacancy in the office of the members of the Council, other than the Chief Executive of the Exchange and the lay members of the Council, shall be filled, as soon as reasonably practicable, by the Council, after consultation with the Nominating Committee. in the case of a vacancy in the office of a member of the Council within paragraph (i) or (ii) of Article 87A. Provided that a vacancy in the office of a member of the Council which was held by an Individual Member shall be filled by an Individual Member and such a vacancy which was held by a director of a Corporate Member shall be filled by a director of a Corporate Member. Any member of the Council so appointed shall retire from office at the conclusion of the next Annual General Meeting but, subject to the provisions of these Articles, he shall be eligible for election at the Election held at that Annual General Meeting.
(b)
Any casual vacancy in the office of the lay members of the Council shall be filled as soon as reasonably practicable by the Council, after consultation with the Commissioner.
95. (a) A person elected as a member of the Council within paragraph (i), (ii) or (iii) of Article 87A(a) or appointed as such pursuant to Article 94(a) may, subject to the provisions of these Articles, remain a member of the Council (and shall be deemed to have been elected within the relevant paragraph of Article 87A(a)) notwithstanding that he ceases to be eligible to be proposed for election under that paragraph provided that he continues to be engaged in the business of dealing in securities as an Individual Member or as a director of a Corporate Member or in the employ of a Member until he next retires from office pursuant to Article 88.
(b)
References in Article 88(c) to "consecutive years" and in Article 91(a) to "years" shall be deemed to be references to the period of time between successive Annual General Meetings of the Exchange.
(c) For the purpose of calculating the period of time during which a member of the Council first appointed pursuant to Article 94(a) has held office under Article 88(c), or during which a Chairman first assuming office pursuant to Article 92 has held office under Article 91(a), initial terms of more than six months shall be deemed to be of one year and initial terms of office of less than six months shall be ignored."
Article 97 be altered by inserting the words "by any person or committee or" before the words. "by the Exchange in General Meeting".
Article 98 be altered by deleting the word "also" in line one and by deleting the remainder of the Article after the words "the Exchange" in line two and by inserting in substitution therefor the words "who shall not be Members of the Exchange.”
Article 106 be altered by deleting sub-paragraph (c) and by inserting the following new sub-paragraph (c)and by deleting sub-paragraph (i):—
*(c) To delegate, subject to such conditions as it may think fit, any of its powers, to a Sub-Committee consisting of such persons (including members of the Council, Members and co-opted persons who are neither members of the Council nor Members) as it thinks fit, and to fix the quorum of each Sub-Committee. Any Sub-Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Council.”
That existing Article 110 be deleted and there be substituted therefor the following new Article 110:-
110.The office of a member of the Council shall be vacated:
(a) If he resigns his office by notice in writing to the Exchange.
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