5.3   Subject to Article 5.2, the Management Board shall have power to manage the  business, finances and affairs of the Association and shall have all appropriate or incidental powers to enable it to do so (with full power to delegate), including in particular (but without limiting the foregoing):

             5.3.1  to manage the finances of the Association, prepare and implement budgets and (if authorised by the Council) exercise all or any of the powers set out in Article 4.2.12;

             5.3.2  to fix from time to time all dues payable by the Individual Members;

             5.3.3  to determine the timing, venue, fees and programme of and all other issues relevant to the Annual Conference, and to change the timing or venue of the Conference if in its opinion circumstances require;

5.3.4  to appoint, prescribe the duties and determine the terms of service and remuneration of, supervise and dismiss an Executive Director and to confer upon him or her, vary and revoke all such powers, duties and responsibilities as may be thought fit; and

5.3.5  to make recommendations to the Council whenever thought fit pursuant to Article 6 and to provide terms of reference (if considered appropriate) for and supervise the activities of the PPID, the LPD, the Human Rights Institute and all other bodies or committees responsible for conducting any of the activities of the Association (other than the Council).

5.4   The Management Board may reduce the dues payable by individual members in specified countries or in territorial areas when circumstances, in its opinion, so warrant.

Membership

       5.5   The members of the Management Board shall be:

5.5.1  the Officers;

5.5.2  three Councillors elected in accordance with Articles 4.2.4 and 4.12;

5.5.3  three persons elected from time to time by the Council of the LPD; and

5.5.4  as non-voting members the Chair or Chairs of the Human Rights Institute and the Executive Director.

Proceedings of the Management Board

5.6    The Management Board shall meet as often as it considers necessary for the despatch of its business and (subject to the provisions of this Constitution and any by-laws) shall determine its own procedures.

5.7    Meetings of the Management Board shall be convened by or at the discretion of the President or the Executive Director or any two voting members.

5.8    All meetings of the Management Board shall be chaired by the President, or if absent, the Vice-President or, if absent, another voting member of the Management Board chosen by the President or, if no such choice is made, by the members present.

5.9    Seven voting members in attendance (whether physically or by electronic means) at the commencement of each meeting shall constitute a quorum.

5.10  All decisions shall be taken by a majority of those present and voting; provided that any resolution relating to a Reserved Matter shall not be passed or effective unless more than 60 per cent of those voting members present vote in favour of it.

5.11  The chair of the meeting shall not have a casting vote.

Delegation

5.12  The Management Board may delegate all or any of its powers, duties and responsibilities to such committees or subcommittees or individuals (whether or not comprising or including members of the Management Board) upon such basis as it thinks fit but is not thereby absolved from its responsibilities under this Constitution.