[EVERTON FOOTBALL CLUB COMPANY LIMITED] [MINUTES OF EXTRAORDINARY GENERAL MEETING HELD AT THE CHAMBER OF COMMERCE, OLD HALL STREET, LIVERPOOL, ON TUESDAY, 17th APRIL, 1962] Present: Mr. John Moores (Chairman) and Messrs. R. E. Searle, J. C. Sharp, N. W. Coffey, C. E. Balmforth, F. Micklesfield, J. Taylor and E. Holland Hughes, Directors, and 62 Share- holders, together with the Secretary. NOTICE The Secretary read the notice convening the Meeting, the Special Resolution having been circulated was taken as read. PRESS It was agreed that the members of the Press should be admitted. The Chairman gave the reasons for the proposed alterations to the Articles of Association, views opposing the proposals were expressed by Messrs. R. G. Nuttall and G. F. Barton, the main objection being the clause stating that the number of Directors of the Company shall be not less than five. Views were also expressed by Messrs. D. M. McPhail, W. Macaulay, F. De Longa and G. H. Garner. AMENTMENT It was agreed to accept an amendment for the minimum number of Directors to be seven, and Mr. T. Parker then proposed that the special resolution be adopted subject to the substitution of the word "seven" for the word "five" in Paragraph (3) 12. (1). This was seconded and duly carried by the requisite three-fourths majority. The Chairman then declared that the following Special Resolution as amended in Red was duly carried. SPECIAL RESOLUTION That the Articles of Association of the Company be altered in manner following:— (1) Clauses 52 and 53 of Table A (1862) shall cease to apply to this Company and the existing Article 12 of this Company's Articles is repealed and shall be deleted. (2) In clause 57 of Table A aforesaid there shall be added (so as to constitute an additional ground of disqualification) after the words "any Contract with the Company" the words-— "If he resigns his office by notice in writing to the Company". (3) There shall be inserted a new Article (to be numbered 12) as follows:— “12. (1) The number of Directors of the Company shall be not less than seven. (2) Unless otherwise fixed by the Directors under the power conferred upon them by clause 66 of Table A, the quorum necessary for the transaction of the business of the Directors shall be three. (3) If and so long as the number of Directors is reduced below the number fixed by or pursuant to the regulations of the Company as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting of the Company, but for no other purpose, and clause 56 of Table A shall operate subject to this present provision. (4) The number of Directors of the Company shall be not more than eight until such time as the number of Directors in office shall be reduced to seven by reason of the death, voluntary resignation, disqualification, or removal of any one Director (but so that retirement by rotation shall not be treated as voluntary resignation, disqualification or removal). After the number of Directors in office shall have been so reduced to seven, the number of the Directors of the Company shall be not more than seven. (5) While the Board of Directors consists of eight members under the provisions of the last preceding sub-clause they shall retire in the following rotation: Three of their number shall retire at the Annual General Meeting to be held in 1962, three in the following year, and two in the next following year. The Directors to retire as aforesaid in the successive years shall, unless the Directors agree among themselves, be those who have been longest in office since their last election, and in case those who have been longest in office are more than the number to retire, then those to retire shall be determined by lot. If in any year the number of those who have been longest in office is less than the number due to retire, then (unless the Directors agree among themselves) those who have been longest in office shall retire, and the additional Director to retire shall be determined by lot from among those who have been next longest in office. If the Board still consists of eight members after the said third year, then the said cycle of three years shall continue in force from time to time so long as the Board remains composed of eight members, and accordingly, in each successive cycle of three years, three Directors shall retire in the first year of the cycle, three in the second year, and two in the third year. (6) If and when the Board shall be reduced to seven in number under sub-clause (4) hereof, a new series of cycles of three years shall commence to operate, and accordingly at the first Annual General Meeting after the Board has been so reduced, three Directors shall retire by rotation, two shall retire in the next year, and two in the next following year, and so on from time to time. In case those who have been longest in office are more than the number to retire, then those to retire shall be determined by lot. If in any year the number of those who have been longest in office is less than the number due to retire, then (unless the Directors agree among themselves) those who have been longest in office shall retire and the additional Director to retire shall be determined by lot from among those who have been next longest in office. (7) Clauses 58, 59, 61, 62, 63, 64 and 65 of Table A shall apply only subject to the provisions hereinbefore contained."