ARTICLE I (NAME) 

THE NAME OF THIS ORGANIZATION SHALL BE THE “LIVERPOOL BASEBALL CLUB”; HEREAFTER REFERRED TO IN THIS MEMORANDUM OF ASSOCIATION AND BYLAWS AS THE “CLUB”. 

ARTICLE II (SCOPE) 

THIS MEMORANDUM OF ASSOCIATION AND BYLAWS APPROVE ALL MOTIONS, RULES, ELECTIONS, ETC. AS CONTAINED IN THE MINUTES OF ALL PREVIOUS MEETINGS OF THE ORGANIZATION WHICH OPERATED, PRIOR TO THE ADOPTION OF THIS MEMORANDUM OF ASSOCIATION AND BY-LAWS AS THE LIVERPOOL BASEBALL CLUB, IN SO FAR AS SUCH MOTIONS, RULES, ELECTIONS, ETC. DO NOT CONFLICT WITH THIS MEMORANDUM OF ASSOCIATION AND BY-LAWS, AND ANY INSTANCE OF SUCH CONFLICT THIS MEMORANDUM OF ASSOCIATION AND BY-LAWS SHALL BE CONSIDERED VALID AND BINDING. 

ARTICLE III (MEMBERSHIP) 

MEMBERSHIP IN THE “CLUB” SHALL BE OPEN TO ALL CITIZENS OF QUEENS, WHO HAVE ATTAINED THE AGE OF EIGHTEEN (18) YEARS. FOR THE PURPOSE OF THIS ARTICLE A CITIZEN SHALL BE DEFINED AS A RESIDENT OF QUEENS’ COUNTY FOR A PERIOD AT LEAST SIX (6) MONTHS AND WHO HAS DIRECT INVOLVEMENT IN THE BASEBALL PROGRAM. 

ARTICLE IV (OFFICERS AND DIRECTORS) 

SECTION (A) 
THE ELECTED OFFICERS OF THE “CLUB” SHALL CONSIST OF A PRESIDENT, AND VICE- PRESIDENT, SECRETARY, REGISTAR AND TREASURER, HEREAFTER REFERRED TO IN THIS MEMORANDUM OF ASSOCIATION AND THOSE BYLAWS AS THE EXECUTIVE. OFFICERS SHALL SERVE WITHOUT REMUNERATION AND SHALL NOT RECEIVE ANY PROFIT FROM THEIR POSITIONS. HOWEVER AN OFFICER MAY BE PAID REASONABLE EXPENSES INCURRED IN THE PERFORMANCE OF HIS/HER DUTIES. 

WHEREVER POSSIBLE THE MANAGING COMMITTEE WILL FILL ALL EXECUTIVE AND COMMITTEE POSITIONS WITH THOSE OTHER THAN COACHES. 

SECTION (B) 
FIVE MEMBERS OF THE “CLUB” SHALL BE ELECTED AS DIRECTORS AND SHALL, WITH THE EXECUTIVE (ARTICLE IV, SECTION (A) CONSTITUTE THE MANAGING COMMITTEE OF THE “CLUB”. DIRECTORS SHALL SERVE WITHOUT REMUNERATION AND SHALL NOT RECEIVE ANY PROFIT FROM THEIR POSITIONS. HOWEVER A DIRECTOR MAY BE PAID REASONABLE EXPENSES INCURRED IN THE PERFORMANCE OF HIS/HER DUTIES. 

SECTION (C) 
THE MANAGEMENT COMMITTEE SHALL APPOINT AND SUPERVISE ALL COMMITTEE CHAIRMEN NECESSARY TO EFFECTIVELY CARRY OUT THE BUSINESS OF THE “CLUB”. COMMITTEE CHAIRMEN SHALL FOR THE PERIOD OF THEIR APPOINTMENT BECOMES EX OFFICIO MEMBERS OF THE MANAGEMENT COMMITTEE AND HAVE FULL VOTING PRIVILEGES. 

THERE WILL BE THREE COMMITTEES: FUND RAISING, FIELD MAINTENANCE AND EQUIPMENT MANAGEMENT. 

SECTION (D) 
ALL ELECTED OFFICERS AND DIRECTORS OF THE “CLUB” (ARTICLE IV, SECTION (A) & (B) TO BE ELIGIBLE TO HOLD OFFICE IN THE CLUB MUST HAVE ATTAINED THE AGE OF 21 YEARS ON OR BEFORE THE DAY OF ELECTION. 

ARTICLE V (FISCAL YEAR) 

FISCAL YEAR OF THE “CLUB” SHALL BE JANUARY 1 TO DECEMBER 31 IN ANY YEAR. 

ARTICLE VI (MEETINGS) 

SECTION (A) 
THE ANNUAL MEETING WILL BE HELD WITHIN 3 MONTHS OF THE END OF EACH FISCAL YEAR. THE PURPOSE OF THE MEETING IS TO ELECT THE EXECUTIVE AND DIRECTORS; TO RECEIVE THE MINUTES OF THE LAST ANNUAL, GENERAL, REGULAR OR SPECIAL MEETING OF THE CLUB AND INTERVENING MEETINGS OF THIS MANAGING COMMITTEE; THE STATEMENT OF THE TREASURER AND THE TRANSACTION OF GENERAL BUSINESS. 

AT LEAST THIRTY (30) DAYS NOTICE BY ADVERTISEMENT IN THE LOCAL PRESS, SHALL BE GIVEN OF ALL ANNUAL MEETINGS OF THE CLUB. 

AT ANY ANNUAL, GENERAL, REGULAR OR SPECIAL MEETING OF THE “CLUB”, CALLED IN ACCORDANCE WITH ARTICLE VII. OF THE MEMORANDUM OF ASSOCIATION. SEVEN (7) MEMBERS SHALL CONSTITUTE A QUORUM. NO BUSINESS SHALL BE CONDUCTED AT ANY MEETING UNLESS A QUORUM IS PRESENT TO OPEN THE MEETING AND, UPON REQUEST, BEFORE ANY VOTE. 

SECTION (B) 
THERE WILL BE AT LEAST TWO GENERAL, REGULAR MEETINGS OF THE “CLUB” DURING THE YEAR AND MUST BE SET DOWN IN A SCHEDULE APPROVED AT AN ANNUAL MEETING OF THE CLUB. THIS SCHEDULE SHALL BE HAND DELIVERED TO ALL MEMBERS 2 WEEKS PRIOR AND WILL BE CONSIDERED SUFFICIENT NOTICE FOR SUCH REGULAR, GENERAL MEETINGS. 

SECTION (C) 
SPECIAL MEETINGS OF THE “CLUB” MY BE CALLED WHENEVER THE MANAGING COMMITTEE DEEM IT NECESSARY OR WHENEVER THE PRESIDENT SHALL BE REQUIRED TO CALL ONE AFTER RECEIVING WRITTEN REQUEST BY A MINIMUM OF TEN (10) MEMBERS OF THE “CLUB”, SETTING FORTH THE REASON FOR SUCH A SPECIAL MEETING. 

SECTION (D) 
ONE WEEK’S NOTICE MUST BEEN GIVEN BY CIRCULAR, BY NOTICE IN THE WEEKLY PRESS, OR IN WRITING TO EACH MEMBER FOR A GENERAL OR SPECIAL MEETING OF THE “CLUB”. THE TIME, DATE, PLACE AND NATURE OF THE MEETING WILL BE INDICATED IN THE NOTICE. 

SECTION (E) 
ALL MEMBERS OF THE “CLUB” PRESENT SHALL BE ALLOWED ONE VOTE AT AN ANNUAL MEETING, REGULAR, GENERAL OR SPECIAL MEETING OF THE CLUB, WITH ONE EXCEPTION. THE VOTE OF THE PRESIDENT WILL BE CAST ONLY AT SUCH TIMES WHEN THE VOTE BY THE MEMBERS PRESENT IS TIED. THERE WILL BE NO PROXY VOTING. 

SECTION (F) 
THE ORDER OF BUSINESS AT ANNUAL, GENERAL, MEETINGS OF THE “CLUB” SHALL BE AS FOLLOWS: 

1. MINUTES OF PREVIOUS ANNUAL GENERAL MEETING; 
2. CONSIDERATION OF THE ANNUAL REPORT OF THE DIRECTORS; 
3. CONSIDERATION OF THE ANNUAL REPORT OF THE “CLUB”; 
4. THE APPOINTMENT OF THE AUDITOR FOR THE ENSUING YEAR; 
5. THE ELECTION OF OFFICERS; 
6. SPECIAL BUSINESS; 
7. ADJOURNMENT. 

THE ORDER OF BUSINESS AT A REGULAR AND SPECIAL MEETINGS OF THE “CLUB” SHALL BE AS FOLLOWS: 

1. MINUTES OF PRECEDING MEETING; 
2. REPORTS; 
3. CORRESPONDENCE; 
4. UNFINISHED BUSINESS; 
5. NEW BUSINESS; 
6. ADJOURNMENT. 

SECTION(G) 
THE MEMBERS MAY INSPECT THE ANNUAL FINANCIAL STATEMENTS AND MINUTES OF THE MEMBERSHIP AND DIRECTORS MEETINGS AT THE REGISTERED OFFICE OF THE “CLUB” WITHIN ONE WEEKS NOTICE. ALL OTHER BOOKS AND RECORDS OF THE “CLUB” MAY BE INSPECTED BY ANY MEMBER AT ANY REASONABLE TIME WITHIN TWO (2) DAYS PRIOR TO THE ANNUAL GENERAL MEETING AT THE REGISTERED OFFICE OF THE “CLUB”. 

ARTICLE VII (MEETINGS OF THE MANAGING COMMITTEE) 

THE MANAGING COMMITTEE SHALL HOLD MEETINGS AT SUCH TIME AS THEY MAY BE CALLED TOGETHER BY THE SECRETARY ON THE ORDER OF THE PRESIDENT OR ANY TWO (2) OF THE MANAGING COMMITTEE BY NOTICE BEING SENT OR GIVEN TO EACH MEMBER OF THAT COMMITTEE. THE ORDER OF BUSINESS SHALL BE THE SAME AS IN ARTICLE VII SECTION (F) OF THIS MEMORANDUM OF ASSOCIATION AND BYLAWS. 

ARTICLE VIII (DUTIES OF THE PRESIDENT) 

SECTION (A) 
ALL MEETINGS WILL BE CONDUCTED USING “ROBERTS RULES OF ORDER”. IT SHALL BE THE DUTY OF THE PRESIDENT TO PRESIDE AT ALL MEETINGS, TO SEE THAT THE MEMORANDUM OF ASSOCIATION AND BYLAWS OF THE “CLUB” ARE ENFORCED, TO ARRANGE, THROUGH THE SECRETARY, FOR THE ANNUAL MEETING; TO ORDER SPECIAL MEETINGS OF THE “CLUB” TO DECLARE THE VOTES AT MEETINGS AND TO HAVE A GENERAL SUPERVISION OVER THE AFFAIRS OF THE “CLUB” AS APPROVED BY THE MANAGEMENT COMMITTEE. 

SECTION (B) 
IN THE ABSENCE OF THE PRESIDENT AT ANY DULY CONVENED MEETING OF THE “CLUB” OR MANAGING COMMITTEE THE VICE-PRESIDENT SHALL PERFORM HIS OR HER DUTIES. IN THE EVENT OF THE ABSENCE OF THE PRESIDENT AND THE VICE-PRESIDENT THE MEETING SHALL HAVE THE POWER TO ORGANIZE AND TO APPOINT ITS CHAIRMAN AND ALL BUSINESS TRANSACTED AT SUCH A MEETING SHALL BE VALID IN SO FAR AS IT COMPLIES WITH THE MEMORANDUM OF ASSOCIATION AND BYLAWS OF THE “CLUB”. 

ARTICLE IX (DUTIES OF THE TREASURER) 

THE TREASURER SHALL RECEIVE AND HAVE THE CUSTODY OF ALL MONEYS, BONDS, TITLE-DEEDS, AND OTHER SECURITIES BELONGING TO THE “CLUB”, AND SHALL KEEP AND MANAGE THE SAME UNDER THE DIRECTION AND CONTROL OF THE MANAGING COMMITTEE. HE/SHE SHALL KEEP A REGULAR ACCOUNT OF THE RECEIPTS AND DISBURSEMENTS OF THE “CLUB”, AND HAVE BOOKS AND VOUCHERS READY WHENEVER HE /SHE MAY BE REQUIRED TO PRODUCE THEM BY THE MANAGING COMMITTEE. 

ARTICLE X (DUTIES OF THE SECRETARY) 

THE SECRETARY SHALL KEEP AN ACCURATE RECORD OF THE PROCEEDINGS OF ALL MEETINGS OF THE “CLUB” AND THE MANAGING COMMITTEE. SHALL NOTIFY CANDIDATES OF THEIR ELECTION AND THE MEMBERS OF ALL MEETINGS. SHALL KEEP A COPY OF ALL LETTERS WRITTEN AND FILES OF ALL LETTERS, COMMUNICATIONS, ETC. RECEIVED AND SHALL PERFORM SUCH OTHER DUTIES IN CONNECTION WITH THE “CLUB” AS THE MANAGING COMMITTEE MAY DIRECT. MINUTES FROM ALL MEETINGS MUST BE TAKEN, PREPARED IN A MANNER ACCEPTABLE TO THE MANAGING COMMITTEE AND BE READY TO PRODUCE THEM AS REQUESTED BY THE MANAGING COMMITTEE. 

ARTICLE XI (DUTIES OF THE REGISTRAR) 

THE REGISTRAR SHALL KEEP AN ACCURATE RECORD OF THE PERSONAL INFORMATION OF EACH PLAYER, COACH AND EXECUTIVE FOR THE “CLUB” AND THE MANAGING COMMITTEE. SHALL RECORD AND PRESERVE THE ABOVE NOTED INFORMATION FOR A MINIMUM OF FIVE (5) YEARS. SHALL INFORM EACH REGISTERED MEMBER OF THE RULES AND REGULATION ON BEHALF OF THE “CLUB” AT THE TIME OF REGISTRATION. ENSURE ALL PERTINENT INFORMATION IS FORWARDED TO BASEBALL NOVA SCOTIA ON A TIMELY BASIS. ORGANIZE AND PUBLICIZE ANNUAL REGISTRATION DATES. ASSIST THE TREASURER WITH COLLECTING FUNDS AT THE TIME OF THE ANNUAL REGISTRATIONS. 

THE REGISTRATION REPORT MUST BE PREPARED IN A MANNER ACCEPTABLE TO THE MANAGING COMMITTEE AND BE READY TO PRODUCE AS REQUESTED BY THE MANAGING COMMITTEE 

ARTICLE XII (DUTIES OF THE MANAGING COMMITTEE) 

SECTION (A) 
THE MANAGING COMMITTEE SHALL HAVE FULL CONTROL OF ALL PROPERTY, EFFECTS AND ASSETS OF THE “CLUB” WITH THE POWER TO PURCHASE, SELL AND OTHERWISE DISPOSE OF THE SAME OR ANY PART THEREOF. FOR THE PURPOSE OF THIS SECTION IT IS TO BE UNDERSTOOD THAT IF THE VALUE OF SUCH PROPERTY, EFFECTS AND ASSETS ARE OF A VALUE IN EXCESS OF $100, THEY MAY BE PURCHASED, SOLD, OR OTHERWISE DISPOSED ONLY WITH THE CONSENT OF THE MAJORITY OF THE FULL MANAGING COMMITTEE. 

SECTION (B) 
THEY SHALL MAINTAIN PRESERVATION OVER THE ORDER AND OBEDIENCE TO THE MEMORANDUM OF ASSOCIATION AND BYLAWS AND TO ALL OTHER ADOPTED RULES OF THE “CLUB”. 

SECTION (C) 
THEY SHALL HAVE POWER TO APPOINT, HIRE, DELEGATE AND TO DISMISS EMPLOYEES AND ASSISTANTS AND TO MAKE SUCH REGULATIONS FOR THE ECONOMY, COMFORT AND SUCCESS OF THE “CLUB” AS THEY DEEM NECESSARY AND PROPERLY. IT WILL BE THE FURTHER DUTY OF THIS COMMITTEE TO DETAIL AND SUPERVISE ALL DUTIES OF SUCH APPOINTED, DELEGATED OR EMPLOYED ASSISTANTS. 

SECTION (D) 
THE MANAGING COMMITTEE SHALL, AT THE ANNUAL MEETING OF THE “CLUB”, MAKE, THROUGH THE SECRETARY, PRESENT A FULL REPORT OF THEIR PROCEEDINGS DURING THE SEASON PAST, AND RECOMMEND SUCH MEASURES AS THEY DEEM ADVISABLE. 

SECTION (E) 
ALL BASEBALL GAMES IN WHICH CLUB SPONSORED TEAMS COMPETE SHALL BE ARRANGED SUBJECT TO THE APPROVAL OF THE MANAGING COMMITTEE. APPROVAL SHALL BE GIVEN WITH THE APPROVAL OF THE SCHEDULE FOR EACH TEAM AS PRESENTED BY THE COACH OF SAID TEAM PRIOR TO BE BEGINNING OF THE CURRENT PLAYING YEAR. 

SECTION (F) 
ALL COMMITTEE CHAIRMEN, APPOINTED BY THE MANAGING COMMITTEE SHALL SELECT MEMBERS TO HIS/HER COMMITTEE TO EFFECTIVELY COMPLETE THE BUSINESS ASSIGNED TO THAT COMMITTEE. IT SHALL BE THE DUTY OF THE CHAIRMAN OF THE SAID COMMITTEE TO REPORT IN WRITING TO THE “CLUB “AT THE ANNUAL MEETING, GIVING AN ACCOUNT OF THE WORK DONE BY SUCH COMMITTEE OR SUB-COMMITTEES, AS PER ARTICLE V (C), DURING THE SEASON. 

ARTICLE XIII (RESIGNATIONS) 

ALL RESIGNATIONS OF OFFICERS SHALL BE MADE IN WRITING, ADDRESSED TO THE SECRETARY, TO BE SUBMITTED AT A MEETING OF THE MANAGING COMMITTEE FOR ACTION THEREON. 

ARTICLE XIV (VACANCIES)

SHOULD A VACANCY OCCUR IN THE EXECUTIVE OR DIRECTORS OF THE “CLUB” THE MANAGING COMMITTEE WILL HAVE THE POWER TO APPOINT A SUCCESSOR. AN APPOINTMENT TO FILL SUCH VACANCIES WILL BE VALID UNTIL THE NEXT ANNUAL ELECTION OF OFFICERS. 

ARTICLE XV (MEMBER DUTIES) 

SECTION (A) 
ANY MEMBER OF THE “CLUB” MAY, FOR REPEATED NEGLIGENCE OR NEGLECT OF HIS/HER DUTIES BE REMOVED FROM OFFICE BY A TWO-THIRDS VOTE OF THE MANAGING COMMITTEE; SUCH OFFICER HAVING THE RIGHT OF APPEAL TO THE “CLUB” AT A REGULAR OR SPECIAL MEETING CALLED AS PROVIDED IN ARTICLE VII. 

SECTION (B) 
ANY MEMBER OF THE “CLUB” MAY, FOR RELATED FAILURE TO ABIDE BY THIS MEMORANDUM OF ASSOCIATION AND BYLAWS OF THE CLUB OR FOR CONDUCT CONSIDERED IMPROPER OR DAMAGING TO THE “CLUB” OR ITS PROGRAMS, MAY BE REMOVED FROM THE REGISTRY OF MEMBERS BY A MAJORITY VOTE OF “CLUB” MEMBERS. 

ARTICLE XVI (MEMORANDUM OF ASSOCIATION AND BYLAWS AMENDMENTS OR REPEAL)

THIS MEMORANDUM OF ASSOCIATION AND BYLAWS OF THE LIVERPOOL BASEBALL CLUB MAY BE AMENDED OR REPEALED BY A THREE-QUARTERS VOTE OF THE MEMBERS PRESENT AT A MEETING CALLED TO ADDRESS A BYLAW/MEMORANDUM CHANGE OF THE “CLUB”, PROVIDED THAT ONE WEEK’S NOTICE OF SUCH AMENDMENT FOR REPEAL HAS BEEN GIVEN BY CIRCULAR TO MEMBERS, BY NOTICE IN THE WEEKLY PRESS, OR SUCH NOTICE BEEN GIVEN IN WRITING AT A PREVIOUS ANNUAL, REGULAR OR SPECIAL MEETING OF THE “CLUB”. 

ARTICLE XVII (PLAYER MOVEMENT) 

THE “CLUB” RECOGNIZES THERE ARE TIMES WHEN PLAYERS NEEDS TO BE HELD IN A DIVISION OR MOVED TO A DIVISION NOT RELATED TO HIS/HER AGE. WHEN THIS SITUATION OCCURS IT IS THE RESPONSIBILITY OF THE COACH, PARENT OR BOTH TO BRING THE REQUEST IN WRITING TO THE MANAGEMENT COMMITTEE. THE COMMITTEE WILL REVIEW THE CIRCUMSTANCES AND MAKE THE DECISION THAT IS MUTUALLY BENEFICIAL TO THE “CLUB” AND PLAYER. 

ARTICLE XVIII (COACH TRAINING)

THE CURRENT BYLAWS OF BASEBALL NOVA SCOTIA DO NOT REQUIRE “RECREATION” LEVEL COACHES TO BE TRAINED AND CERTIFIED TO A STANDARD. IT IS THE DESIRE OF THE “CLUB” TO HAVE ALL COACHES CERTIFIED TO THE LEVEL REQUIRED BY COMPETITIVE TEAM I.E. A, AA, ETC. 

ARTICLE XVIV (MEMBERSHIP)

MEMBERSHIP IN THE “CLUB” SHALL BE GIVEN TO ALL CITIZENS WHO QUALIFY UNDER ARTICLE IV OF THE CONSTITUTION AND WHO IS IN GOOD STANDING WITH THE “CLUB”. GOOD STANDING MEANS HAVING PAID A MINIMUM OF ONE DOLLAR ($1.00) TO THE TREASURER OF THE “CLUB” WITHIN EACH FISCAL YEAR PRIOR TO THE ANNUAL MEETING AS NOTED IN ARTICLE VI. THE SECRETARY SHALL KEEP A “REGISTRY OF MEMBERS” SHOWING THE NAMES AND ADDRESSES OF ALL CURRENT MEMBERS. 

ARTICLE XX (NOMINATION AND ELECTION OF OFFICERS)

SECTION A 
A NOMINATION COMMITTEE SHALL BE APPOINTED BY THE MANAGING COMMITTEE AT LEAST ONE WEEK PRIOR TO THE ANNUAL MEETING OF THE “CLUB”. IT SHALL BE THE DUTY OF THIS COMMITTEE TO NOMINATE CANDIDATES FOR THE FOLLOWING OFFICES: 

1. PRESIDENT; 
2. VICE-PRESIDENT; 
3. REGISTRAR 
4. SECRETARY; 
5. TREASURER; 
6. FIVE (5) DIRECTORS. 

SECTION (B) 
THE VERBAL CONSENT OF ALL NOMINEES WILL BE SUFFICIENT AND MUST BE OBTAINED BY THE NOMINATING COMMITTEE BEFORE PRESENTING THEIR REPORT AT THE ANNUAL MEETING. 

SECTION (C) 
IN THE CASE OF A NOMINATION OF A CANDIDATE FOR ANY OFFICE BEING MADE FROM THE FLOOR DURING THE ANNUAL MEETING, THE SIGNED WRITTEN CONSENT OF SUCH CANDIDATE WILL BE REQUIRED, UNLESS SUCH NOMINEE IS PRESENT AND GIVES VERBAL CONSENT TO THE NOMINATION. 

SECTION (D) 
THE ADOPTION OF THE REPORT OF THE NOMINATING COMMITTEE SHALL CONSTITUTE THE ELECTION OF “CLUB” OFFICERS. 

SECTION (E) 
ALL ELECTIONS OF OFFICERS SHALL BE BY CLOSED BALLOT. 

SECTION (F) 
THERE SHALL BE TWO (2) SCRUTINERS FOR ALL VOTING PROCEEDS. 

ARTICLE XXI (CUSTODY AND USE OF THE SEAL OF THE SOCIETY) 

THE SECRETARY SHALL HAVE CUSTODY OF THE SEAL, IF ANY, WHICH MAY BE AFFIXED TO ANY DOCUMENT UPON RESOLUTION OF THE MANAGING COMMITTEE. 

ARTICLE XXII (EXECUTION OF CONTRACTS, DEEDS, BILLS OF EXCHANGE AND OTHER INSTRUMENTS) 

CONTRACTS, DEEDS, BILLS OF EXCHANGE AND OTHER INSTRUMENTS AND DOCUMENTS MAY BE EXECUTED ON BEHALF OF THE “CLUB” BY THE PRESIDENT OR THE VICE-PRESIDENT AND THE SECRETARY OR OTHERWISE AS PRESCRIBED BY RESOLUTION OF THE MANAGING COMMITTEE.