CERTIFICATE OF PASSING
Company Number: 4210063

THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE
OF THE TAXATION DISCIPLINARY BOARD LIMITED (“the Company”)

Pursuant to Chapter 2 of Part 13 of the Companies Act 2006 the following resolution was passed as a special resolution:

1.    That Article 7.1 be deleted in its entirety and is replaced with the following:
“7.1    From the date of amendment of these Articles of Association the Board shall consist of the following:

7.1.1    one person appointed by the Chartered Institute of Taxation (“CIOT”);

7.1.2    one person appointed by the Association of Taxation Technicians (“ATT”);

7.1.3    one person, who is not a member of CIOT or ATT,  who shall be the Chairman jointly appointed by the CIOT and ATT

(together the three Directors referred to above shall collectively be known as the “Member Appointed Directors”); and

7.1.4    two persons, who are not members of CIOT or ATT, jointly appointed by the Member Appointed Directors.

2.    That Article 7.2 be deleted and replaced with the following:

“Casual vacancies on the Board shall be filled by the same methods set out in Article 7.1 and such members of the Board shall serve for the remainder of the term left in such vacancy by their predecessor at the end of which they are eligible for reappointment.”

3.    That Article 7.3 be deleted and replaced with the following:

“Subject to such provisions as may be made from time to time in the Scheme, and article 7.3.1 below, the Chairman shall serve for a term of not less than two years nor more than four years and not more than two terms and the other Board members shall serve for a term of three years and not more than two terms.”

4.    That a new Article 7.3.1 be included to read as follows:

“The Chairman in office in 2017 may, exceptionally, be appointed to serve for a further term of not less than two years nor more than four years, irrespective of his previous terms.”

P A Douglas
………………………….
Secretary*

Date: 29 November 2016