15Directors’ powers with respect to AMP membership

15 Directors’ powers with respect to AMP membership

15 Directors’ powers with respect to AMP membership

(1) Subject to subsection (3), the directors of AMP may, for the purposes of or in connection with a proposal to convert AMP to a company limited by shares, by resolution—

(a) determine that, after a time not earlier than 5 pm on 11 December 1996, no new memberships of AMP will be taken to have arisen, and that any memberships of AMP that have arisen after that time are extinguished, and

(b) determine to vary or revoke a determination under paragraph (a), and

(c) make one or more further determinations under paragraph (a) or (b).

(2) A determination under subsection (1) is valid and effective for all purposes as from the time when the resolution was passed, despite any provision in the By-laws.

(3) The directors of AMP may, for the purpose of or in connection with a proposal to convert AMP to a company limited by shares, by resolution—

(a) make rules dealing with—

(i) circumstances in which membership of AMP will continue or will arise despite a determination under subsection (1), and

(ii) exceptions to a determination under subsection (1), and

(iii) circumstances in which membership of AMP will continue despite the happening of some event that would or might otherwise terminate membership, whether the event occurs before or after the making of the rule, and

(b) authorise officers of AMP to make decisions applying any such rules to particular cases or classes of cases, and

(c) add to, vary, repeal or substitute any such rules.

(4) A decision made by an officer of AMP in accordance with rules applying under subsection (3) is valid and effective for all purposes, despite any provision in the By-laws.

(5) The directors of AMP must ensure that a copy of a resolution made by them under subsection (1) or (3)—

(a) is promptly published by newspaper advertisement in the manner required under the By-laws for publication of notice of a general meeting, and

(b) is promptly provided to a member or former member who makes a written request for it to the Secretary of AMP,