COPY OF LETTER FROM THE COMPANY'S SOLICITORS, T. J. SMITH & SON. 7th September, 1945. Everton Football Club Co. Ltd., re Directors' Powers. With reference to our interview with the Chairman, Mr. Gibbins, to-day we now have seen copies of Mr. Cuff's letter of the 31st August, and of the Resolutions of the Directors passed on the 1st and 15th May and 21st August, and we now confirm the opinion which we verbally expressed to Mr. Gibbins, namely, that the Directors—acting as a Board__have full powers of inspection of and control over all documents belonging to the Company. The Directors acting as a Board, obtained proxies and other papers used in connection with the recent Annual General Meeting for the purpose of ascertaining whether the Agreement of the Board by their Resolution of the 1st May last had been carried out. In our view the matter was one entirely within the powers and discretion of the Board, and the inspection of any of the documents cannot possibly be considered "illegal." In our opinion no question of secrecy of the ballot is involved in the circumstances. The matter is not, of course, one within the purview of the Ballot Act, which is concerned only with Parliamentary and Local Government Elections. Yours truly, (Signed) T. J. SMITH & SON. COPY OF DIRECTORS' RESOLUTION PASSED AT BOARD MEETING, SEPTEMBER 11th, 1945. That this Board considers the letter from Mr. Cuff, dated 31st August, 1945, most unsatis- factory for the following reasons: — 1. Mr. Cuff challenges the legality of the action of the Board in having the Ballot Papers used at the last Annual General Meeting scrutinised. In view of this the Sub-Committee obtained in writing confirmation of the legality of such action from the Company's Solicitors. (Copy of letter above). 2. Mr. Cuff doubts the accuracy of the conclusions arrived at by the Sub-Committee. The Board considers the conclusions arrived at indisputable. 3. The Board are amazed and entirely disagree with the statements of Mr. Cuff with regard to treatment by his colleagues. The Board assert that Mr. Cuff has always been treated with due deference and respect. Messrs. G. Evans and T. Percy wished to have their vote recorded against this Resolution. COPY OF DIRECTORS' RESOLUTION PASSED AT BOARD MEETING, SEPTEMBER 11th, 1945. "It was resolved that in view of Mr. Cuff's doubts about the accuracy of the conclusions arrived at by the Sub-Committee, expressed in his letter dated August 31st last, Mr. Cuff be invited to attend the office of the Auditors prior to the Meeting of the Board, to be held on Tuesday, September 25th, and in conjunction with the Sub-Committee to examine the Ballot- Papers enumerated in the report of the Sub-Committee." This Resolution was carried unanimously.