Common use of Meetings of Directors Clause in Contracts

Meetings of Directors. a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine. c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting. d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director. f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. j) All Directors of the Corporation shall have equal voting power.

Meetings of Directors. a(i) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may shall be held at such times as the Board shall determine. Unless otherwise agreed by the Shareholders, a meeting of the Board shall be held at least once every six months. (ii) The quorum at a meeting of Directors necessary for the transaction of any business of the Company shall be three Directors, including at least one CSM Director, at least one Agilent Director and the EDBI Director. Not less than 30 days' notice (or such shorter period of notice in respect of any particular meeting as may be agreed by all Directors) specifying the date, place and time upon of the notice (if any) as meeting and the Board may by resolution from time business to time determinebe transacted thereat shall be given to all Directors. c(iii) A In the event that a meeting of Directors duly convened cannot be held for lack of a quorum, the meeting shall be adjourned to the same time and day of the following week and at the same place or such other agreed upon date (within 30 days of the adjourned meeting date), place and time, and notice specifying the date, place and time of such adjourned meeting shall be given to all Directors. In the event that a meeting of Directors is adjourned twice for lack of a quorum because of the absence of a Director appointed by the same Shareholder at each of such inquorate meetings, the quorum for the third adjourned meeting shall be two Directors comprising one Director appointed by each of the other two Shareholders. (iv) The Directors may participate in a meeting of the Board or Directors by means of a committee of the Directors using conference telephones telephone or other a video conference telephone or similar communications facilities equipment by which all Directors persons participating in the meeting can are able to hear each and be heard by all other participants without the need for a Director to be in the physical presence of another Director(s) and provided that all participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors agree to such participation. A Director participating in a any such meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will shall be counted in the quorum for such meeting and entitled subject to speak there being a requisite quorum under paragraphs (ii) or (iii) above (as the case may be) at all times during such meeting, all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and vote held. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the meeting, provided that at least one of the Directors present at the meeting was at that place for the duration of the meeting. d(v) A Director may, and In the Secretary on request case of a meeting which is not held in person, the fact that a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of is taking part in the meeting must be given by mailmade known to all the other Directors taking part, postage prepaidand no Director may intentionally disconnect or cease to take part in the meeting unless he makes known to all other Directors taking part that he is ceasing to take part in the meeting. (vi) Save as provided in sub-Clause (I) below, addressed to each all resolutions of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder or adjourned meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of shall be adopted by a meeting of Directors need be given to the Director. All meetings simple majority vote of the Directors so held will be deemed not present. Save as provided in sub-Clause (G) above, each Director shall have one vote. (vii) All resolutions to be improperly called or constituted passed by reason way of notice not having been given circulation among the Directors (referred to the Director. fas a "resolution in writing") The quorum necessary for the transaction of the business shall be dispatched to each Director contemporaneously. A resolution in writing of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, shall be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid effectual as if it had been a resolution passed at a meeting of the Directors Board duly called convened and held. A held if the resolution in writing is approved and signed by at least one CSM Director, at least one Agilent Director, the EDBI Director and the SIPL Director and may be consist of several documents in two the like form each signed by one or more counterparts of the Directors. The Company Secretary shall notify all the Directors in writing of the effective date on which together are deemed such resolution is passed. (viii) None of the following actions shall be taken by the Company unless approved by a simple majority vote of the duly represented Directors at a duly convened meeting:- (a) the incurring by the Company of any capital expenditure in excess of S$10,000,000 unless included in an approved Company Business Plan; (b) the exercise of the Company's borrowing powers in relation to constitute incremental loans carrying a loan tenure exceeding one resolution year (other than those included in writing. A resolution must an approved Company Business Plan), or financing from new financial institutions; (c) the approval of any proposed annual Company Business Plan of the Company (other than the first Company Business Plan), provided however that in the event that the Company Business Plan has not been approved prior to the commencement of the new financial year of the Company, until a new Company Business Plan is so approved, the Company shall be filed operated in accordance with the minutes Company Business Plan most recently approved by the Board; and (d) any sale, lease, transfer or other disposition of the proceedings properties or assets of the directors and is effective on Company other than in the date stated on it or on the latest date stated on a counterpart. j) All Directors ordinary course of business of the Corporation shall have equal voting powerCompany.

Meetings of Directors. (a) The President of the Corporation shall preside as chairman at every At any meeting of the Directors, each Director shall be entitled to one (1) vote on any matter presented to the Directors. Unless otherwise set forth herein, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. Every meeting of the Directors shall be presided over by the Chairperson, or, in the Chairperson’s absence, by such Director as shall be selected by the majority of the Directors present at the meeting. The Chairperson, or if the President is presiding Director, as the case may be, shall select a Person (who need not present or is willing be a Director) to act as chairman, the meeting’s secretary. The secretary of each meeting of the Directors appointed in accordance with this Section 7.3 shall record the Directors’ deliberations and determinations in written minutes which the secretary shall circulate to the Directors after the meeting for their review and approval at or before the next meeting of the Directors. Observers will be non-voting attendees and will include members of the Executive Team and The Wistar Institute, and as otherwise identified by the Chief Executive Officer, or his or her designees. (b) In the absence of a quorum, those Directors present may adjourn the meeting to a specified date (which shall choose one not be less than seventy-two (72) hours after the date of their number the originally scheduled meeting). If the adjourned meeting lack a quorum, that meeting may again be adjourned to a specified date (which shall not be less than seventy-two (72) hours after the date of the first adjourned meeting). Notice of an adjourned meeting shall be given in the manner specified in this Section 7.3, except that (i) such notice need not be delivered more than seventy-two (72) hours prior to the adjourned meeting, and (ii) notice of a second adjourned meeting shall be accompanied by a meeting agenda describing in general terms the matters to be chairman discussed and approved at the meeting. At any adjourned meeting at which the requisite quorum is present any action may be taken which might have been taken at the meeting as originally called. (c) Unless otherwise restricted by the Certificate of Formation or this Agreement, any action required or permitted to be taken at any meeting of the meeting. b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at be taken without a meeting must if all Directors consent in writing. Any one or more Directors shall be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time entitled to time determine. c) A Director may participate in a meeting of the Board or Directors by means of a committee of the Directors using conference telephones telephone or other similar communications facilities by which equipment allowing all Directors Persons participating in the meeting can to hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreedsame time. Such Director will be counted Participation by such means shall constitute presence in the quorum and entitled to speak and vote person at the a meeting. d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director. f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. j) All Directors of the Corporation shall have equal voting power.

Meetings of Directors. Meetings of the Board of Directors shall be --------------------- governed by the following: (a) The President meetings of the Board of Directors of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals at least four (4) times per year in each calendar year at a time and place to be determined by the Chairperson of the Corporation. At least five (5) Business Days before each meeting of the directors, each director shall receive a written notice from the Secretary of the Corporation indicating the time and place of the meeting and providing a summary of the matters to be considered. Additional meetings of the Board of Directors may be called by any two directors upon not less than ten (10) Business Days prior notice by the delivery of a written notice to every other director containing the information as would be required to be delivered in connection with the regularly scheduled meetings; and such additional meetings are to be held at the place and time upon principal office of the Corporation or at such other location as may be agreed by the directors. A director may waive notice of a meeting by an instrument in writing delivered to the Chairperson of the Corporation at or prior to the meeting; (if anyb) notice of any meeting of the Board of Directors shall be sent to each director as last recorded in the books of the Corporation; such notice shall be accompanied by an agenda prepared by the Chairperson or the other directors calling the meeting, as the Board case may by resolution from time be, that sets forth those matters to time determine.be considered at the meeting; (c) A Director subject to prior notice of such meeting in the manner required by this Agreement, meetings of the Board of Directors may participate be conducted by means of telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed present at that meeting; (d) no notice calling a meeting of the Board of Directors shall be required if all the directors are present or those absent have waived notice in writing of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating such meeting in the meeting can hear advance; (e) each other and provided that all such Directors agree director shall have one vote on each matter to such participation. A Director participating in be decided at a meeting in accordance with this Bylaw is deemed to and each matter shall be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting. d) A Director maydecided, and the Secretary on request of a Director shallunless otherwise specifically provided herein, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director. f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if votes cast on the number of Directors is fixed at one, is one Director.question; and g(f) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of at each meeting shall be evidenced by minutes signed by the directors Chairperson and is effective on the date stated on it or on the latest date stated on a counterpartSecretary. j) All Directors of the Corporation shall have equal voting power.

Meetings of Directors. a) Regulation of Directors’ meetings 18.1 Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. Calling meetings 18.2 Any Director may call a meeting of Directors at any time. The President of the Corporation shall preside as chairman at every Secretary must call a meeting of the DirectorsDirectors if requested to do so by a Director. Notice of meetings 18.3 Notice of a Board meeting may be given to a Director personally or by word of mouth or given in writing or by Electronic communications at such address as he may from time to time specify for this purpose (or, if he does not specify an address, at his last known address). A Director may waive his right to receive notice of any meeting either prospectively or retrospectively. Use of technology 18.4 A Director may participate in a meeting of Directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. 18.5 A Director participating in this way is deemed to be present in person at the meeting. Quorum 18.6 The quorum for the transaction of business at a meeting of Directors shall be two unless the Directors fix some other number. Chairman or deputy to preside 18.7 The Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment. 18.8 The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if the President he is not present within five minutes after the time fixed for holding the meeting, or is willing unwilling to act as chairmanchairman of the meeting, the Directors present shall choose one of their number to be act as chairman of the meeting.. Voting b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising 18.9 A question which arises at a Board meeting must shall be decided by a majority of votes. In case of an equality of If votes are equal the chairman does not have may, if he wishes, exercise a second or casting vote. Meetings Recording of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.dissent c) 18.10 A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting. d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors shall be presumed to a Director immediately following a shareholder have assented to any action taken at that meeting at which unless: (a) his dissent is entered in the Director minutes of the meeting; or (b) he has been elected, or is filed with the meeting before it is concluded signed dissent from that action; or (c) he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent. A Director who votes in favour of an action is not entitled to record his dissent to it. Written resolutions 18.11 The Directors at which may pass a resolution in writing without holding a meeting if all Directors sign a document or sign several documents in the Director is appointedlike form each signed by one or more of those Directors. e) 18.12 A written resolution signed by a validly appointed alternate Director of need not also be signed by the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the appointing Director. f) The quorum necessary for the transaction of the business of the Directors may be fixed 18.13 A written resolution signed personally by the Directors and if appointing Director need not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Directoralso be signed by his alternate. g) The continuing Directors may act notwithstanding a vacancy 18.14 A resolution in their body but, if and so long as their number is reduced below the number fixed writing passed pursuant to these Bylaws as the necessary quorum of DirectorsArticle 18.11, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, Article 18.12 and/or Article 18.13 shall be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid effective as if it had been passed at a meeting of the Directors duly called convened and held; and it shall be treated as having been passed on the day and at the time that the last Director signs (and for the avoidance of doubt, such day may or may not be a Business Day). A resolution may be Validity of acts of Directors in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes spite of formal defect 18.15 All acts done by a meeting of the proceedings Board, or of a committee of the directors and Board, or by any person acting as a Director or an alternate Director, shall, notwithstanding that it is effective on afterwards discovered that there was some defect in the date stated on it appointment of any Director or on the latest date stated on a counterpart. j) All Directors alternate Director or member of the Corporation shall have equal voting powercommittee, or that any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or alternate Director and had been entitled to vote.

Meetings of Directors. a) The President 3.8.1 Subject to the Articles and any requirements specified by Applicable Law, the Directors shall hold a meeting of the Corporation shall preside Directors at least once every quarter at such time, place and frequency as chairman at every the Board may decide from time to time. Any Director may call a meeting of the Directors. 3.8.2 Each of the Directors shall be entitled to receive not less than seven days’ written notice of all meetings of the Directors (or such shorter period of notice in respect of any particular meeting as may be agreed jointly by all the Directors) specifying the date, time and place of the meeting and the business to be transacted thereat. 3.8.3 The quorum at a meeting of Directors necessary for the transaction of any business of the Company shall be a majority of the Directors, which shall include Directors nominated by Shareholders which have a Shareholding Percentage of at least 20 per cent.. In the event that a meeting of Directors duly convened cannot be held for lack of quorum, the meeting shall be adjourned to the same time and day of the following week and at the same place and at least three days’ notice shall be given to the Directors in relation to such adjourned meeting. The quorum at an adjourned meeting of Directors shall be a majority of the Directors. 3.8.4 Subject to any additional requirements specified by Applicable Law requiring any matter to be passed by a higher majority of votes cast during a meeting of the Directors and Clause 3.9, all resolutions of the Directors at a meeting or if adjourned meeting of the President is not present or is willing to act as chairman, Directors shall be adopted by a simple majority vote of the Directors present and on the basis that each Director shall choose have one of their number to be chairman of the meetingvote. b) 3.8.5 The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine. c) A Director may participate in a meeting of the Board or Directors by means of a committee of the Directors using telephone conference telephones or other a video conference telephone or similar communications facilities equipment by which all Directors persons participating in the meeting can are able to hear each and be heard by all other participants without the need for a Director to be in the physical presence of another Director(s) and provided that all participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors agree to such participation. A Director participating in a any such meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will shall be counted in the quorum for such meeting and entitled subject to speak there being a requisite quorum under Clause 3.8.3 at all times during such meeting, all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and vote held. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the meeting, provided that at least one of the Directors present at the meeting was at that place for the duration of the meeting. d) A Director may3.8.6 Subject to Applicable Law, and any matter which fails to be approved by the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must Board for two consecutive Board meetings shall be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given referred to the Director. All meetings of the Directors so held will be deemed not Shareholders to be improperly called or constituted by reason of notice not having been given to the Directorresolved in accordance with Clause 4.1. f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. j) All Directors of the Corporation shall have equal voting power.