Appointment of a Board Member as a Director

Whereas:

>  >1. The By-laws of JAFI [Section VIII, clause F3(a)] do not allow, inter alia, members and associate members of the Executive and members of the Board of Governors to be appointed as directors of JAFI companies, unless the Board of Governors, upon the written request of the Chairman of the Assets and Liabilities Committee, with the approval of the Deputy Chairperson of the Executive and the Chairman of the Executive, allows such an appointment as an exception, provided that it is satisfied that special circumstances exist; and

2. It is recommended that Mr. Richie Pearlstone, who is a member of the Board of Governors, will be a board Member of the Management Company for the Cooperatives Project Ltd., a joint company of JAFI (80%) and IVN (20%), that was recently established; and

3. As the Chairman of the Assets and Liabilities Committee, Mr. Pearlstone cannot be part of the approval process; and

4. The Chairman of the Companies Subcommittee, Mr. Andy Groveman, has taken upon himself the role of the Chairman of the Assets and Liabilities Committee in this particular case and is requesting, having received the approval of the Deputy Chairperson of the Executive and the Chairman of the Executive, that the Board of Governors allow the appointment of Richie Pearlstone as a director of the Management Company for the Cooperatives Project Ltd.; and

5. The Board of Governors is satisfied that special circumstances exist for this

 appointment.

Therefore be it resolved to allow the appointment of Mr. Richie Pearlstone as a director of the Management Company for the Cooperatives Project Ltd.

All other rules regarding the appointment of directors will apply.