(3) The Directors are not bound to fill up the casual TELEPHONE NO. 2494 CENTRAL. vacancy, and having already passed a Resolution NORTH, KIRK & CO. TELEGRAPHIC ADDRESS: "GONO," LIVERPOOL not to fill up the vacancy this would have to be SOLICITORS 15, LORD STREET, rescinded before they could now do so - If they WILLIAM KIRK leave the vacancy open a special reference ought J. W. ALLEN NORTH LIVERPOOL 22nd Febry. 1909 to be inserted in the Notice convening the next Annual Meeting either that 4 Directors instead W. C. Cuff Esq. of 3, who retire by rotation, have to be elected, Secretary and that the one receiving the least number of Everton Football Club Co. votes will take the place of Mr. Mahon and Dear Sir, retire in 1911, or that the previous Resolution In answer to your letter of the 19th inst. our of the company fixing the number of Directors opinion on the several matters referred to is as follows:- at 10 be rescinded or modified so that the 83 If it be determined by the Directors that 9 Directors are number be reduced to 9. 1906} sufficient to carry on the work under clause 63 of Table A (4) There is no necessity for the Resolution of the of the Companies Act 1862 Notice of a Resolution ought to Directors appointing, or not appointing Directors, be given at the next General Meeting to reduce the number being confirmed by the Shareholders at any of Directors to 9, and say in what rotation they shall be meeting. increased or reduced, number shall go out of officee. (5) We have nothing to add to what we have (1) The Directors may determine not to exercise their above stated. powers to fill up the vacancy, but they cannot pass a Resolution to bind the Company not to fill Yours faithfully it up - This can only be done as above indicated. North Kirk & Co (2) The Shareholders cannot at the next Annual Meeting proceed without notice to fill the vacancy caused by the death of Mr. Mahon, but a Shareholder may give a 14 days notice to this effect under Article 3A of the Articles of Association, or under 1/10th Article 32 Table A the Directors may be requisitioned 1900 by 1/5th of the Shareholders to convene an Extraordinary General Meeting to appoint a Director.