Interested Director Counted in Quorum Clause Samples
The 'Interested Director Counted in Quorum' clause defines that a director who has a personal interest in a matter being discussed by the board is still counted when determining if enough directors are present to hold a valid meeting (the quorum). In practice, this means that even if a director must abstain from voting due to a conflict of interest, their presence is still considered when checking if the board meeting can proceed. This clause ensures that board meetings are not stalled due to conflicts of interest, allowing necessary business to continue even when some directors are interested parties.
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Interested Director Counted in Quorum. A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.
Interested Director Counted in Quorum. 29 17.4 Disclosure of Conflict of Interest or Property 29 17.5 Director Holding Other Office in the Company 29 17.6 No Disqualification 29 17.7 Professional Services by Director or Officer 29 17.8 Director or Officer in Other Corporations 29 18.1 Meetings of Directors 30 18.2 Voting at Meetings 30 18.3 Chair of Meetings 30 18.4 Meetings by Telephone or Other Communications Medium 30 18.5 Calling of Meetings 30 18.6 Notice of Meetings 30