Common use of Board of Directors Meetings Clause in Contracts

Board of Directors Meetings. 8.1 The parties shall procure that BOARD meetings are held at least once every three months unless otherwise agreed: provided that any director shall have the right to convene a BOARD meeting at any time upon due notice in accordance with clause 8.2. 8.2 Unless otherwise agreed by the parties in any particular instance, 7 days' written notice (exclusive of the day of receipt) at least shall be given of each BOARD meeting. The SECRETARY shall send such notice together with an agenda for each meeting to all the directors and alternate directors. The agenda may be varied at any time prior to the meeting provided notice of the amendment is given to all directors and alternate directors at least one day prior to the meeting. The secretary shall also circulate minutes of each BOARD meeting to all the directors and alternate directors. 8.3 A quorum for all BOARD meetings shall be three (3) directors or their alternates, present in person. 8.4 If a quorum is not present at a meeting of the BOARD within 15 minutes after the time appointed for the meeting to commence, the meeting shall stand adjourned to a date 7 days later (or, if that day is not a BUSINESS DAY, the next BUSINESS DAY) at the same time and venue: provided that if a majority of the directors present agree that the matters to be considered at the meeting are urgent, the meeting shall be adjourned to the following day at the same time and venue. If at such adjourned meeting a quorum of directors is not present within 15 minutes after the time appointed for the meeting to commence, the directors present shall constitute a quorum. Notice of every such adjournment shall be given to all the directors by telefax or electronic mail as soon as reasonably possible. No business shall be transacted at such adjourned meeting of the BOARD which was not on the agenda for the original meeting. 8.5 Directors of the COMPANY may participate in and act at any BOARD meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute attendance and presence in person at the meetings by the person or persons so participating. 8.6 Decisions of the BOARD shall be taken by a simple majority. 8.7 A resolution in writing signed by directors sufficient to form a quorum shall be as valid as if passed at a BOARD meeting, provided that all directors have been given notice of the proposed resolution. Any such resolution may consist of several identical documents, each signed by one or more of the directors or alternates. A facsimile of a director's or alternate's signed resolution shall be acceptable evidence that such resolution has been signed by the director or alternate whose signature appears on the facsimile.

Board of Directors Meetings. 8.1 The parties 9.1 Regular meetings of the Board of Directors shall procure that BOARD meetings are be held at least once every three months unless otherwise agreed: provided that any director shall have the right to convene a BOARD meeting at any time upon due notice in accordance with clause 8.2. 8.2 Unless otherwise agreed by the parties in any particular instance, 7 days' written notice (exclusive of the day of receipt) at least shall be given of each BOARD meeting. The SECRETARY shall send such notice together with an agenda for each meeting to all the directors and alternate directors. The agenda may be varied at any time prior to the meeting provided notice of the amendment is given to all directors and alternate directors at least one day prior to the meeting. The secretary shall also circulate minutes of each BOARD meeting to all the directors and alternate directors. 8.3 A quorum for all BOARD meetings shall be three (3) directors or their alternates, present in person. 8.4 If times a quorum is not present at a meeting year. The dates of regular meetings of the BOARD within 15 minutes after the time appointed for the meeting to commence, the meeting shall stand adjourned to a date 7 days later (or, if that day is not a BUSINESS DAY, the next BUSINESS DAY) Board may be established at the same time and venue: provided that if a majority beginning of the directors present agree that the matters to each fiscal year. Any item of business may be considered at a regular meeting. Special meetings of the meeting are urgentBoard of Directors may be called by its Chairman, the meeting shall be adjourned to the following day at the same time and venueor by any two (2) Directors. If at such adjourned meeting a quorum Five (5) days written notice of directors is not present within 15 minutes after the time appointed for the meeting to commence, the directors present shall constitute a quorum. Notice of every such adjournment regular or special meetings shall be given to all the directors by telefax or electronic mail as soon as reasonably possibleofficial representatives of each Member, and an agenda specifying the subject of any special meeting shall accompany such notice. No business Business conducted at special meetings shall be transacted at such adjourned meeting limited to those items specified in the agenda. 9.2 The time, date and location of regular and special meetings of the BOARD which was not on Board of Directors shall be determined by the agenda for Chairman or by the original Directors who call the meeting. 8.5 Directors 9.3 To the extent not contrary to this Agreement, and except as modified by the Board of Directors, Xxxxxx's Rules of Order, latest edition, shall govern all meetings of the COMPANY may participate in Board of Directors. Minutes of all regular and act at any BOARD meeting through special meetings of the use Board of a conference telephone or other communication equipment by means Directors shall be sent to all Directors and Alternate Directors. 9.4 Each Member Representative serving on the Board of which all persons participating in Directors shall be entitled to one (1) vote on the meeting can hear each otherBoard of Directors. Such participation vote may be cast only by the Member Representative serving on the Board or designated alternate representative of the Member District. No proxy votes shall constitute attendance and presence be permitted. Further, no absentee votes shall be permitted. Voting shall be conducted in person at the meetings by the person or persons so participatingelectronically . 8.6 Decisions of the BOARD 9.4.1 Any vote which requires a supermajority vote for passage shall be by roll call vote. All other votes may be taken by a simple majorityvoice vote. 8.7 A resolution in writing signed by directors sufficient 9.4.2 In the event that there are any negative votes or abstentions relating to form a quorum the authorization of the expenditure of funds, the names of the Directors Board Members so voting shall be as valid as if passed at a BOARD meeting, provided that all directors have been given notice of specifically noted. All other Directors Board Members present and not voting in the proposed resolution. Any such resolution may consist of several identical documents, each signed by one or more of the directors or alternates. A facsimile of a director's or alternate's signed resolution negative shall be acceptable evidence that such resolution has been signed by listed as having joined the director or alternate whose signature appears affirmative vote on the facsimileproposition.

Board of Directors Meetings. 8.1 (a) Board of Directors Meetings shall be held no less frequently than six monthly. All Board of Directors Meetings shall be held at the Company’s offices in Jakarta, Indonesia or such other place as the Board of Directors unanimously resolve. (b) A Board of Directors Meeting may be called by any Director. Save in an emergency, or where a majority of the Board of Directors agrees otherwise in writing, not less than ten clear Business Days’ prior written notice of any Board of Directors Meeting shall be given to all Directors. (c) The parties notice convening a Board of Directors Meeting shall include an agenda specifying in reasonable detail the matters to be discussed, together with any relevant papers for discussion at such meeting, and such notice and/or papers may be sent by courier or fax (and in each case, a copy may be sent by email) to any Director. Matters not on the agenda, or business conducted in relation to those matters, may not be raised at the Board of Directors Meeting unless all of the Directors present agree otherwise at the Board of Directors Meeting. (d) The Shareholders shall use all reasonable endeavours to ensure that their respective appointees as Directors (or their alternates) attend each meeting of the Board of Directors and to procure that BOARD meetings are held at least once every three months unless otherwise agreed: provided that any director shall have the right to convene a BOARD meeting at any time upon due notice quorum (in accordance with clause 8.2the provisions of this agreement) is present throughout each such meeting. 8.2 Unless otherwise agreed by (e) No business shall be conducted at any Board of Directors Meeting unless a quorum is present at the parties in any particular instance, 7 days' written notice (exclusive beginning of the day of receipt) meeting and at least shall the time when there is to be given of each BOARD meetingvoting on any business. The SECRETARY shall send such notice together with an agenda for each meeting to all the directors and alternate directors. The agenda may be varied at any time prior to the meeting provided notice of the amendment is given to all directors and alternate directors at least one day prior to the meeting. The secretary shall also circulate minutes of each BOARD meeting to all the directors and alternate directors. 8.3 A quorum for all BOARD meetings the transaction of business at Board of Directors Meetings shall be three (3) directors or their alternates, present in personDirectors comprising at least two HLNG Directors. 8.4 (f) If a quorum is not present at a meeting within half an hour of the BOARD within 15 minutes time specified for the Board of Directors Meeting in the relevant notice, or ceases to be present at any time, the Directors shall adjourn the Board of Directors Meeting to a specified place and time not less than three Business Days after the time appointed original date for the meeting to commence, the meeting shall stand adjourned to a date 7 days later (or, if that day is not a BUSINESS DAY, the next BUSINESS DAY) at the same time and venue: provided that if a majority Board of the directors present agree that the matters to be considered at the meeting are urgent, the meeting shall be adjourned to the following day at the same time and venue. If at such adjourned meeting a quorum of directors is not present within 15 minutes after the time appointed for the meeting to commence, the directors present shall constitute a quorumDirectors Meeting. Notice of every such adjournment the adjourned meeting shall be given to all Directors by the directors by telefax or electronic mail as soon as reasonably possible. No business shall be transacted at such adjourned meeting secretary of the BOARD which was not on the agenda for the original meetingCompany. 8.5 (g) All resolutions proposed at a Board of Directors Meeting shall require the approval of the COMPANY majority of Directors present at the Board of Directors Meeting to be passed. (h) Any Director absent from a Board of Directors Meeting may appoint by way of proxy another Director appointed by the same Shareholder that required appointment of that Director under Clause 8.1(b) or 8.1(c) to act on behalf of the appointing Director at the Board of Directors Meeting (and such appointment may be in respect of a specific Board of Directors Meeting or generally, including in respect of all future Board of Directors Meetings until further notice). For the purposes of the Board of Directors Meeting the proxy shall have the rights to attend, speak and vote at and count in the quorum in respect of the Board of Directors Meeting which would have been exercisable by his appointing Director. (i) Any Director may participate in and act at any BOARD meeting through the use a Board of Directors Meeting by means of a conference telephone telephone, video conferencing facility or other communication similar communications equipment by means of which allows all persons participating in the meeting can Board of Directors Meeting to hear each other. Such participation A person so participating shall constitute attendance and presence be deemed to be present in person at such Board of Directors Meeting and shall be entitled to vote and be counted in the meetings quorum. (j) The Board of Directors shall procure that the preparation of appropriate written minutes of the proceedings of each Board of Directors Meeting and that such minutes are approved and signed by the person or persons so participatingPresident Director of that Board of Directors Meeting as soon as reasonably practicable after the Board of Directors Meeting is held, and that a copy of the signed minutes be sent promptly to each Director and to each Shareholder. 8.6 Decisions of the BOARD shall be taken by a simple majority. 8.7 (k) A resolution in writing signed by directors sufficient all the Directors entitled to form receive notice of a quorum meeting of Directors shall be as valid take effect as if it had been passed at a BOARD meeting, provided that all directors have been given notice meeting of the proposed resolution. Any such resolution may consist of several identical documents, each signed by one or more of the directors or alternates. A facsimile of a director's or alternate's signed resolution shall be acceptable evidence that such resolution has been signed by the director or alternate whose signature appears on the facsimileDirectors duly convened and held.

Board of Directors Meetings. 8.1 (a) The parties shall procure that BOARD meetings are held at least once every three months unless otherwise agreed: provided that any director shall have the right to convene a BOARD meeting at any time upon due notice in accordance with clause 8.2. 8.2 Unless otherwise agreed by the parties in any particular instance, 7 days' written notice (exclusive Board of Directors of the day of receipt) at least shall be given of Corporation and each BOARD meeting. The SECRETARY shall send such notice together with an agenda for each meeting to all the directors and alternate directors. The agenda may be varied at any time prior to the meeting provided notice committee of the amendment is given Board of Directors shall use reasonable efforts to all directors follow the following procedures with respect to meetings of the Board of Directors and alternate directors at least one day prior to the meeting. The secretary shall also circulate minutes committees thereof: (i) Notice of each BOARD meeting to all the directors and alternate directors. 8.3 A quorum for all BOARD meetings shall be three (3) directors or their alternates, present in person. 8.4 If a quorum is not present at a any meeting of the BOARD within 15 minutes after Board of Directors of the time appointed for the Corporation and of any committees thereof may be given by telephonic, facsimile, electronic mail or other written notice, in each case to be received at least twenty-four (24) hours before any telephonic meeting and at least seven (7) days before any in-person meeting to commenceeach director. Reasonable efforts shall be made to ensure that each director actually receives timely notice of any meeting. At the request of any director, the meeting shall stand adjourned to a date 7 days later (orCorporation, if at its cost, will arrange for that day is not a BUSINESS DAY, the next BUSINESS DAY) at the same time and venue: provided that if a majority of the directors present agree that the matters director to be considered at the meeting are urgentable to participate by telephone, the meeting shall be adjourned to the following day at the same time and venue. If at videoconference or other similar technology in any such adjourned meeting a quorum of directors is not present within 15 minutes after the time appointed for the meeting to commence, the directors present shall constitute a quorum. Notice of every such adjournment shall be given to all the directors by telefax or electronic mail as soon as reasonably possible. No business shall be transacted at such adjourned meeting of the BOARD which was not Board of Directors or committee thereof, so that such director can be heard by and can hear all other directors participating in the meeting. (ii) A reasonably detailed agenda shall be supplied by the directors calling the meeting or by the President (as the case may be) to each director reasonably (but in no event less than twenty-four (24) hours) in advance of each meeting of the Board of Directors of the Corporation or any committee thereof, together with other appropriate documentation with respect to agenda items calling for action by such Board of Directors or committee thereof, to inform directors adequately regarding matters to come before such Board or committee thereof. Any director wishing to place a matter on the agenda for any meeting of the original meeting. 8.5 Board of Directors of the COMPANY Corporation or any committee thereof may participate in and act at any BOARD meeting through do so by communicating with the use chairman of a conference telephone the Board of Directors or other communication equipment by means of which all persons participating committee (or, in the absence of any such chairman, the President of the Corporation or another member of such committee, as the case may be) sufficiently in advance of such meeting can hear each other. Such participation shall constitute attendance and presence in person at of the meetings by Board of Directors or committee so as to permit timely dissemination to all directors of information with respect to the person or persons so participatingagenda items. 8.6 Decisions (b) The Corporation shall pay the reasonable out-of-pocket travel, lodging and other related expenses of all directors elected pursuant to Section 5.1 incurred in connection with attendance at meetings of the BOARD Board of Directors and any committee thereof, and shall not be taken by a simple majorityrequired to pay such costs for individuals other than directors attending such meetings. 8.7 A resolution in writing signed by directors sufficient to form a quorum shall be as valid as if passed at a BOARD meeting, provided that all directors have been given notice of the proposed resolution. Any such resolution may consist of several identical documents, each signed by one or more of the directors or alternates. A facsimile of a director's or alternate's signed resolution shall be acceptable evidence that such resolution has been signed by the director or alternate whose signature appears on the facsimile.

Board of Directors Meetings. 8.1 The parties Board shall procure that BOARD meet no less frequently than quarterly (or other frequency as determined by the Board in its sole discretion), at such place and time as shall be determined by the vote of the majority of the Directors present at a meeting (by phone, proxy or otherwise) in which quorum requirements are met (“Majority Vote”). Special meetings are of the Board, to be held at least once every three months unless otherwise agreed: provided that any director the offices of the Company (or such other place as shall have the right to convene a BOARD meeting at any time upon due notice in accordance with clause 8.2. 8.2 Unless otherwise be agreed by Majority Vote), shall be called at the parties in any particular instance, 7 days' written notice (exclusive direction of the day of receipt) at least CEO or one or more Directors, and for reasonable cause shown (which is understood to include, without limitation, any meeting called by a Director to review any determination made by the Company pursuant to the Joint Action Agreement). The meeting shall be summoned with not less than five (5) Business Days’ notice given by or one or more Directors, the CEO, the President or the Secretary of the Company (which officers shall give notice if properly directed to do as aforesaid). Emergency meetings of the Board may be held at the offices of the Company (or such other place as shall be agreed by Majority Vote) upon not less than one (1) Business Day’s telephone notice specifying in reasonable detail the nature of such emergency (to be confirmed by written facsimile notice) by any Director, the CEO, the President or the Secretary of the Company. As for the ordinary meetings of the Board of Directors, the Secretary of the company must give a five (5)-business day notice, prior to each BOARD meeting, to each of the Directors of the Board. Such notice must include the subject matters to be discussed during the ordinary meeting. The SECRETARY shall send such notice together If any Director wishes to discuss an additional item to those proposed, the Director must notify the Secretary with an agenda for each meeting two (2) business days in advance. A Director is deemed to all the directors and alternate directors. The agenda may be varied at any time prior to the meeting provided notice of the amendment is given to all directors and alternate directors at least one day prior to the meeting. The secretary shall also circulate minutes of each BOARD meeting to all the directors and alternate directors. 8.3 A quorum for all BOARD meetings shall be three (3) directors or their alternates, present in person. 8.4 If a quorum is not present at a meeting of Directors whether participating by telephone or other electronic means and as long as the BOARD within 15 minutes after others present are able to hear and understand him. Paragraph 1. Any decision adopted or action taken by the time appointed for the meeting to commenceDirectors may occur without a meeting, the meeting shall stand adjourned to a date 7 days later (or, if that day is not a BUSINESS DAY, the next BUSINESS DAY) at the same time and venue: provided that if a majority the Directors unanimously express it in writing. Such document must be filed with the minutes of proceedings of the directors present agree that Directors. The CEO/President or the matters Secretary of the Company must deliver a written notice to be considered all Common Stock holders with at the meeting are urgent, the meeting shall be adjourned least three (3) business days prior to the following day at completion of the same time and venueaction decided upon by written consent by the Directors. Paragraph 2. If at such adjourned meeting The Directors may participate in a quorum of directors is not present within 15 minutes after the time appointed for the meeting to commence, the directors present shall constitute a quorum. Notice of every such adjournment shall be given to all the directors by telefax or electronic mail as soon as reasonably possible. No business shall be transacted at such adjourned meeting of the BOARD which was not on the agenda for the original meeting. 8.5 Board of Directors of the COMPANY may participate in and act at any BOARD meeting through the use of a by conference telephone call or other communication equipment by means of which communication whereby all persons participating in attending the meeting can hear each other. Such participation shall constitute attendance and must be construed as that person’s physical presence in person at the meetings by the person or persons so participatingmeeting. 8.6 Decisions Paragraph 3. The decisions and resolutions of the BOARD Board of Directors shall be taken by a simple majority. 8.7 A resolution recorded in writing signed by directors sufficient minutes, which must include the date, time and place of meeting (or date of written consent in lieu of meeting), the Directors present, the resolutions put to form a quorum shall be as valid as if passed at a BOARD meeting, provided that all directors have been given notice the vote (or the subject matter of the proposed resolution. Any such resolution may consist of several identical documents, each signed by one or more written consent) and the outcome of the directors vote (or alternateswritten consent). A facsimile of a director's or alternate's signed resolution shall The minutes should be acceptable evidence that such resolution has been signed by inserted in the director or alternate whose signature appears on the facsimilecompany’s minute book.